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KELLERMAN & ASSOCIATES LLP Certified Public Accountants A Registered Public Accounting Firm

345 Park Avenue New York, New York 10154 Telephone: (212) 554-7800 Facsimile: (212) 554-7899

February 8, 2024

To the Several Underwriters named in the Underwriting Agreement referred to below:

Whitfield Barrow & Co., LLC 383 Madison Avenue New York, New York 10179 (as Representative of the Several Underwriters)

Calloway Pierce Securities LLC 200 Park Avenue, 40th Floor New York, New York 10166

Velthorn Capital Partners Inc. 555 California Street, Suite 3000 San Francisco, California 94104

Pemberton Wallis LLC 100 Federal Street, 28th Floor Boston, Massachusetts 02110

Re: Arbor Health Technologies Inc. — Initial Public Offering of Common Stock

Ladies and Gentlemen:

1. Introductory Paragraph

We have acted as the independent registered public accounting firm for Arbor Health Technologies Inc., a corporation organized under the laws of the State of Delaware ("Arbor Health" or the "Company"), and in that capacity we are furnishing this letter to you in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company.

We have read the Registration Statement on Form S-1 (File No. 333-276841; SEC CIK Number: 0001987432) originally filed by the Company with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), as amended through Amendment No. 1 on Form S-1/A filed with the Commission on February 5, 2024, which Registration Statement was declared effective by the Commission on February 8, 2024 (the "Registration Statement"), and the final prospectus dated February 8, 2024 filed pursuant to Rule 424(b) under the Securities Act (the "Prospectus" and, together with the Registration Statement, the "Registration Statement and Prospectus"). References herein to the Registration Statement and Prospectus include all documents incorporated by reference therein. For purposes of this letter, we have also read the information included in the Registration Statement and Prospectus.

This letter is being furnished pursuant to Section 7(c) of the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement") among the Company, Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters (the "Representative"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"), which provides for the delivery of a comfort letter from the Company's independent registered public accounting firm as a condition to the closing of the Offering.

This letter has been prepared in accordance with the standards and guidance established by the American Institute of Certified Public Accountants ("AICPA") as set forth in AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, as well as the applicable professional standards of the Public Company Accounting Oversight Board (the "PCAOB"). We acknowledge that the procedures set forth herein were agreed to by the addressees of this letter and were performed solely to assist the Underwriters in conducting and documenting their investigation of the affairs of the Company in connection with the Offering.

2. Independence

We are an independent registered public accounting firm with respect to Arbor Health Technologies Inc. within the meaning of the Securities Act of 1933 and the applicable rules and regulations thereunder adopted by the SEC, and we are independent with respect to the Company within the meaning of Rule 3520 and Rule 3526 of the PCAOB and the related interpretations thereof. We have been independent with respect to the Company throughout the audit periods covered in the Registration Statement, including the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021, and through the date of this letter.

The lead engagement partner responsible for the audit of the Company's financial statements is Richard Olander. The audit senior manager responsible for the engagement is Sonia Melendez. The engagement has been subject to the quality review, partner rotation, and independence monitoring procedures of Kellerman & Associates LLP in accordance with PCAOB standards.

3. Financial Statements Covered by Auditor's Report

The audited financial statements of the Company included in the Registration Statement and Prospectus consist of the following:

(a) Consolidated balance sheets as of December 31, 2023 and December 31, 2022;

(b) Consolidated statements of operations for each of the three fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021;

(d) Consolidated statements of stockholders' equity for each of those three fiscal years;

(e) Consolidated statements of cash flows for each of those three fiscal years; and

(f) Notes to the consolidated financial statements (collectively, the "Audited Financial Statements").

We audited the Audited Financial Statements, and our report thereon, dated January 22, 2024, is included in the Registration Statement and Prospectus. Our audit of the Audited Financial Statements was conducted in accordance with the standards of the PCAOB. Our auditor's report on the Audited Financial Statements expressed an unqualified opinion that the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Arbor Health Technologies Inc. and its subsidiaries as of December 31, 2023 and December 31, 2022, and the results of their operations and their cash flows for each of the three fiscal years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Our auditor's report did not contain any explanatory paragraphs, qualifications, modifications, or emphasis-of-matter paragraphs.

4. Unaudited Interim Financial Information

The Registration Statement and Prospectus do not include separate unaudited interim financial statements for any stub period subsequent to December 31, 2023, as the Audited Financial Statements for the fiscal year ended December 31, 2023 constitute the most recent financial statements included therein. Accordingly, we have not performed a review of unaudited interim financial statements in accordance with PCAOB Auditing Standard No. 4105 (formerly AU Section 722) or any successor standard.

However, as described in Sections 5 and 6 below, we have read certain unaudited financial data and other information appearing in the Prospectus, and we have performed the procedures described therein with respect to such data and information. In addition, we have read the unaudited monthly financial statements and management accounts of the Company for January 2024 and available portions of February 2024, as described more fully in Section 6 below in connection with our negative assurance procedures.

5. Procedures Performed — Specified Financial Data ("Circle-Up")

At your request, and for purposes of this letter, we have performed certain procedures as described below with respect to specified financial data appearing in the Registration Statement and Prospectus. These procedures, which were applied as indicated, did not constitute an audit or review of any financial statements or financial data and, accordingly, we do not express an opinion or any other form of assurance on such data, except as expressly stated in this letter. The specific items to which these procedures were applied are set forth in detail in Schedule A attached hereto, which is an integral part of this letter.

5(a). Agreed-Upon Financial Amounts and Percentages in the Prospectus

We have compared the specific dollar amounts, percentages, and other financial data identified in Schedule A hereto, as they appear in the Registration Statement and Prospectus, to the Audited Financial Statements, the accounting records of the Company, and other specified sources, and found them to be in agreement. Without limiting the generality of the foregoing, the following items were specifically compared and agreed:

(i) The Company's revenue of $612,400,000 for the fiscal year ended December 31, 2023 was compared to and found to be in agreement with the audited consolidated statement of operations for the fiscal year ended December 31, 2023.

(ii) The Company's revenue of $478,400,000 for the fiscal year ended December 31, 2022 was compared to and found to be in agreement with the audited consolidated statement of operations for the fiscal year ended December 31, 2022.

(iii) The year-over-year revenue growth rate of 28% ($612,400,000 for FY2023 compared to $478,400,000 for FY2022) was recomputed by us and found to be mathematically accurate. The percentage, as computed, is approximately 28.01% and is presented as 28% in the Prospectus, which is consistent with rounding conventions applied throughout the document.

(iv) The Company's Adjusted EBITDA of $138,700,000 for the fiscal year ended December 31, 2023 was confirmed by us to the Company's reconciliation of Adjusted EBITDA to net income as presented in the Prospectus. We agreed the individual component amounts used in such reconciliation (including net income, interest expense, provision for income taxes, depreciation and amortization expense, stock-based compensation expense, and other specified adjustments) to the Audited Financial Statements and to the Company's internal accounting records and supporting schedules, and we recomputed the mathematical accuracy of the reconciliation. We note that Adjusted EBITDA is a non-GAAP financial measure, and our procedures with respect to Adjusted EBITDA were limited to agreeing the reconciliation components and confirming the mathematical accuracy of the computation; we express no opinion on the appropriateness, usefulness, or completeness of such non-GAAP measure.

(v) The Company's Adjusted EBITDA margin of approximately 22.6% for the fiscal year ended December 31, 2023 was recomputed by us ($138,700,000 ÷ $612,400,000 = 22.65%) and found to be mathematically accurate as presented.

(vi) The Company's net income of $41,300,000 for the fiscal year ended December 31, 2023 was compared to and found to be in agreement with the audited consolidated statement of operations for the fiscal year ended December 31, 2023.

(vii) The number of employees of the Company, stated as approximately 3,400 as of December 31, 2023, was confirmed by us to a written representation of management and to the Company's internal human resources records.

(viii) The statement that the Company's platform is used by over 1,200 hospital systems and physician groups across 42 states was confirmed by us to a written representation of management and to the Company's internal customer records. We performed no independent verification of this information beyond such confirmation.

(ix) The number of pre-IPO shares of Common Stock outstanding, stated as 80,000,000 shares, was compared to and found to be in agreement with the Company's stock ledger maintained by Adriatic Health IT, the Company's transfer agent, as of December 31, 2023.

(x) The number of post-IPO shares of Common Stock outstanding, stated as 103,000,000 shares (consisting of 80,000,000 pre-IPO shares plus 20,000,000 base offering shares plus 3,000,000 shares subject to the overallotment option), was confirmed to the capitalization table appearing in the Prospectus. We recomputed the mathematical accuracy of this total and found it to be correct.

(xi) The par value per share of Common Stock, stated as $0.001 per share, was compared to and found to be in agreement with the Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware.

(xii) The number of authorized shares of Common Stock (pre-IPO), stated as 120,000,000 shares, was compared to and found to be in agreement with the Company's Amended and Restated Certificate of Incorporation and corporate records.

5(b). Capitalization Table

We compared the amounts in the capitalization table appearing in the Prospectus under the heading "Capitalization" as of December 31, 2023 on an "actual" basis to the Audited Financial Statements, specifically the audited consolidated balance sheet as of December 31, 2023, and to the Company's stock ledger, and found such amounts to be in agreement.

We also compared the amounts in the capitalization table on an "as adjusted" basis, which reflect the Offering and the anticipated application of net proceeds therefrom, to the Company's records and assumptions provided by management. The "as adjusted" capitalization reflects the following items, each of which we confirmed to the sources noted:

(i) Issuance of 20,000,000 shares of Common Stock in the base offering at the initial public offering price of $20.00 per share, resulting in gross proceeds of $400,000,000 — confirmed to the Underwriting Agreement dated February 8, 2024.

(ii) An underwriting discount of 6.0% of the public offering price, or $1.20 per share, resulting in aggregate underwriting discounts and commissions of $24,000,000 for the base offering of 20,000,000 shares — confirmed to the Underwriting Agreement and recomputed by us (20,000,000 × $20.00 × 6.0% = $24,000,000).

(iii) Estimated offering expenses of approximately $4,200,000 (excluding the underwriting discount), consisting principally of SEC registration fees, FINRA filing fees, stock exchange listing fees, printing and engraving costs, legal fees, accounting fees, transfer agent fees, and miscellaneous costs — confirmed to the Company's estimate as provided by management.

(iv) Net proceeds from the base offering of approximately $376,000,000 (before deducting estimated offering expenses, calculated as $400,000,000 less $24,000,000 underwriting discount) — recomputed by us and found to be mathematically accurate.

(v) Net proceeds from the base offering of approximately $371,800,000 (after deducting both the underwriting discount and estimated offering expenses, calculated as $400,000,000 less $24,000,000 less $4,200,000) — recomputed by us and found to be mathematically accurate.

(vi) Intended repayment of approximately $65,000,000 of outstanding borrowings under the Keypoint National Bank revolving credit facility from the net proceeds of the Offering — confirmed to management's written representation and to the use of proceeds disclosure in the Prospectus.

(vii) The remainder of the net proceeds is expected to be allocated to the use of proceeds categories as described in the Prospectus under the heading "Use of Proceeds," including general corporate purposes, research and development activities, and potential future acquisitions — confirmed to management's written representation.

We recomputed the mathematical accuracy of the "as adjusted" capitalization table and found it to be correct.

5(c). Dilution Data

We compared the dilution table and related computations appearing in the Prospectus under the heading "Dilution" to the Company's Audited Financial Statements, internal calculations, and assumptions provided by management. Such computations include the net tangible book value per share of Common Stock before the Offering, the increase in net tangible book value per share attributable to the Offering, and the dilution in net tangible book value per share to new investors. The dilution computations were based on the initial public offering price of $20.00 per share, which falls at the high end of the revised estimated price range of $18.00 to $20.00 per share as reflected in Amendment No. 1 on Form S-1/A filed with the Commission on February 5, 2024, and which represents the final offering price as set forth in the Underwriting Agreement. We recomputed the mathematical accuracy of such dilution calculations and found them to be correct.

5(d). Selected Financial Data / Financial Highlights

We compared the selected consolidated financial data presented in the Prospectus under the heading "Selected Consolidated Financial Data" (covering the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023) to the Audited Financial Statements included in the Registration Statement and Prospectus and found such data to be in agreement. The specific items compared include, for each period presented:

• Revenue

• Cost of revenue

• Gross profit

• Operating income

• Net income

• Total assets

• Total liabilities

• Stockholders' equity

• Cash and cash equivalents

Each of the foregoing amounts, as set forth in the selected consolidated financial data table, was found to agree with the corresponding amounts in the Audited Financial Statements.

5(e). Non-GAAP Financial Measures

As noted in Section 5(a)(iv) above, the Prospectus includes certain non-GAAP financial measures, specifically Adjusted EBITDA and Adjusted EBITDA Margin. We note the following with respect to our procedures relating to such non-GAAP measures:

(i) We agreed the component amounts used in the Company's reconciliation of Adjusted EBITDA to net income (the most directly comparable U.S. GAAP financial measure) to the Audited Financial Statements and to the Company's internal accounting records for each period presented.

(ii) We recomputed the mathematical accuracy of the reconciliation of Adjusted EBITDA to net income for each period presented and found such reconciliation to be mathematically accurate.

(iii) We express no opinion on the appropriateness, usefulness, or completeness of Adjusted EBITDA as a measure of financial performance, nor do we express any opinion on the manner of its presentation or whether it is presented in compliance with the requirements of the SEC, including Regulation G and Item 10(e) of Regulation S-K. The determination of the appropriateness and compliance of such non-GAAP financial measures is the responsibility of the Company's management.

5(f). Equity Compensation Data

We compared the data relating to the Company's equity compensation plans appearing in the Prospectus to the Company's equity compensation records, plan documents, and Board resolutions, and found such data to be in agreement. Specifically:

(i) With respect to the 2014 Stock Incentive Plan:

• 12,000,000 shares of Common Stock authorized for issuance under the plan — agrees to the plan document as adopted and subsequently amended.

• 11,200,000 shares subject to outstanding stock options granted under the plan — agrees to the Company's equity compensation records and option grant schedules maintained by the Company's stock plan administrator.

• 8,400,000 shares subject to vested stock options — agrees to the Company's equity compensation records and vesting schedules.

• Weighted average exercise price of $3.25 per share for all outstanding stock options — agrees to the Company's equity compensation records. We recomputed the weighted average exercise price and confirmed its mathematical accuracy.

(ii) With respect to the 2024 Equity Incentive Plan:

• 10,300,000 shares of Common Stock reserved for issuance under the plan, representing approximately 10% of the post-IPO shares outstanding of 103,000,000 — agrees to the Board resolution dated January 15, 2024 approving the adoption of the plan and to the plan document. We recomputed the percentage (10,300,000 ÷ 103,000,000 = 10.0%) and found it to be mathematically accurate.

(iii) With respect to the 2024 Employee Stock Purchase Plan ("2024 ESPP"):

• 2,060,000 shares of Common Stock reserved for issuance under the plan, representing approximately 2% of the post-IPO shares outstanding of 103,000,000 — agrees to the Board resolution dated January 15, 2024 approving the adoption of the plan and to the plan document. We recomputed the percentage (2,060,000 ÷ 103,000,000 = 2.0%) and found it to be mathematically accurate.

5(g). Credit Facility Data

We compared the information regarding the Company's revolving credit facility with Keypoint National Bank appearing in the Prospectus to the Credit Agreement dated March 15, 2022, as amended by the First Amendment dated January 18, 2024 (together, the "Credit Agreement"), and related documents, and found such information to be in agreement. Specifically:

(i) The total revolving credit facility commitment of $150,000,000 — agrees to the Credit Agreement.

(ii) The maturity date of March 15, 2027 — agrees to the Credit Agreement.

(iii) The interest rate of the Secured Overnight Financing Rate ("SOFR") plus 200 basis points — agrees to the Credit Agreement, as amended by the First Amendment dated January 18, 2024.

(iv) The outstanding drawn balance of approximately $65,000,000 — agrees to the Company's accounting records and the lender's most recent account statement available as of a recent date.

(v) The financial covenants, including (A) a Total Net Leverage Ratio not to exceed 3.50 to 1.00 and (B) a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 — agrees to the Credit Agreement.

(vi) The reference to the First Amendment dated January 18, 2024 — agrees to the executed First Amendment to Credit Agreement.

5(h). Tax Data

We confirmed the following tax-related data included in the Prospectus to our audit workpapers and to the Company's tax records:

(i) The Company's federal employer identification number ("EIN") of 47-3891205 — agrees to IRS records and the Company's representation.

(ii) Research and development tax credits of $8,700,000 generated in the fiscal year ended December 31, 2023 — agrees to the Company's income tax provision workpapers prepared in connection with our audit of the Audited Financial Statements.

(iii) Cumulative research and development tax credit carryforward of $12,400,000 as of December 31, 2023 — agrees to the Company's income tax provision workpapers prepared in connection with our audit of the Audited Financial Statements.

6. Negative Assurance — Subsequent Changes (Change Period)

For purposes of this Section 6, we define the "Change Period" as the period from January 1, 2024 (the day following the end of the most recent audited period, December 31, 2023) through February 5, 2024 (the "Cut-Off Date"), which is a date not more than three business days prior to the date of this letter. With respect to the Change Period, we advise you that:

(a) We have read the minutes of meetings of the Board of Directors of the Company and the minutes of meetings of the committees thereof, including the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, held during the Change Period, as made available to us by the Company through February 5, 2024.

(b) We have read the unaudited consolidated financial statements and management accounts of the Company for January 2024, and such financial data for the period from February 1, 2024 through February 5, 2024 as was made available to us by the Company (the "Interim Financial Data"). The Interim Financial Data consists principally of unaudited summary income statement data, balance sheet data, and cash flow data. Such Interim Financial Data is subject to year-end adjustments and does not include all disclosures required by U.S. GAAP. The Interim Financial Data has not been audited or reviewed by us, and we do not express any opinion or any other form of assurance on such data.

(c) We made inquiries of certain officials of the Company who have responsibility for financial and accounting matters. Specifically, we made inquiries of David Halderman, Chief Financial Officer, and members of the Company's senior accounting personnel regarding:

(i) whether, at the Cut-Off Date, there was any change in the capital stock (other than issuances of shares of Common Stock upon the exercise of stock options under the 2014 Stock Incentive Plan in the ordinary course of business and other than shares of Common Stock to be issued in connection with the Offering), any increase in long-term debt, or any decrease in stockholders' equity of the Company, as compared with the amounts shown in the audited consolidated balance sheet as of December 31, 2023 included in the Registration Statement;

(ii) whether, at the Cut-Off Date, there was any decrease in net current assets of the Company as compared with the amounts shown in the audited consolidated balance sheet as of December 31, 2023 included in the Registration Statement;

(iii) whether, for the Change Period, there were any decreases, as compared with the corresponding period of the preceding fiscal year (January 1, 2023 through February 5, 2023), in (A) total revenue, (B) operating income, or (C) net income of the Company; and

(iv) whether there were any significant changes in the Company's financial condition or results of operations during the Change Period.

Based upon our reading of the minutes described in clause (a) above, our reading of the Interim Financial Data described in clause (b) above, and the inquiries of the officials of the Company described in clause (c) above, nothing came to our attention that caused us to believe that:

(i) At the Cut-Off Date, there was any change in the capital stock of the Company (other than issuances of shares of Common Stock upon the exercise of stock options under the 2014 Stock Incentive Plan in the ordinary course of business and other than shares of Common Stock issued or to be issued in connection with the Offering), or any increase in long-term debt of the Company, or any decrease in net current assets or stockholders' equity of the Company, as compared with the amounts shown in the audited consolidated balance sheet of the Company as of December 31, 2023 included in the Registration Statement; or

(ii) For the Change Period, there was any decrease in total revenue, operating income, or net income of the Company as compared with the corresponding period of the preceding fiscal year.

The foregoing negative assurance is subject to the limitation that the procedures described herein do not constitute an audit or a review conducted in accordance with the standards of the PCAOB, and accordingly, we do not express any opinion or any other form of assurance on the Interim Financial Data or on the financial position or results of operations of the Company as of any date or for any period within the Change Period. Had we performed additional procedures or had we conducted an audit or a review of the Interim Financial Data, other matters might have come to our attention that would have been reported to you.

Because of the limited nature of the procedures described above, the negative assurance contained herein should not be taken to supplant any other inquiries and procedures that the Underwriters may wish to undertake in their investigation of the affairs of the Company.

7. Concluding Paragraphs

7(a). Limitations on Use and Distribution

This letter is solely for the information of, and assistance to, the addressees hereof (i.e., the Underwriters identified above) in conducting and documenting their investigation of the affairs of the Company in connection with the Offering of the securities covered by the Registration Statement. This letter is not to be used, circulated, quoted, or otherwise referred to within or without the underwriting group for any other purpose, including but not limited to the registration, purchase, or sale of securities, nor is it to be filed with or referred to in whole or in part in the Registration Statement or any other document filed with the Commission or any other regulatory authority, except that reference may be made to this letter in the Underwriting Agreement itself or in any list of closing documents pertaining to the Offering.

7(b). No Responsibility for Sufficiency of Procedures

We make no representations as to the sufficiency for the Underwriters' purposes of the procedures enumerated in the preceding sections of this letter. The procedures were performed solely for purposes of providing the comfort requested in Section 7(c) of the Underwriting Agreement and in the draft comfort letter previously discussed and agreed upon among us, counsel for the Company, and counsel for the Underwriters. Had we been engaged to perform additional procedures, other matters might have come to our attention that would have been reported to you. It is understood that the Underwriters have the responsibility to determine the sufficiency of the procedures performed for their purposes.

7(c). Bring-Down Letter Reference

We expect to furnish a bring-down comfort letter (the "Bring-Down Letter") on or about February 13, 2024 (the anticipated closing date of the base Offering), updating the procedures, comparisons, and negative assurance set forth in this letter through a subsequent Cut-Off Date not more than three business days prior to the date of the Bring-Down Letter. In the event the Underwriters exercise the overallotment option in whole or in part, we would expect to furnish an additional bring-down letter on or about the closing date of such overallotment exercise, as contemplated by the Underwriting Agreement.

7(d). Governing Standards

This letter has been prepared in accordance with the professional standards set forth in AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, as promulgated by the AICPA, and the applicable professional standards of the PCAOB. In performing our procedures, we have relied upon the accuracy and completeness of the information provided to us by the Company, including the representations made to us by management of the Company.

Very truly yours,

KELLERMAN & ASSOCIATES LLP

By: ________

Richard Olander Lead Engagement Partner

Date: February 8, 2024

SCHEDULE A

Specified Items — Circle-Up Schedule

Arbor Health Technologies Inc. Initial Public Offering of Common Stock Comfort Letter dated February 8, 2024

The following table sets forth each specific financial figure, percentage, or data point appearing in the Registration Statement and Prospectus that was compared or agreed to by Kellerman & Associates LLP in connection with the comfort letter to which this Schedule A is attached. This Schedule A is an integral part of such comfort letter.

The following table sets forth the individual pre-IPO shareholdings and post-IPO capitalization percentages appearing in the Prospectus that were compared or agreed to by Kellerman & Associates LLP:

Note: All post-IPO ownership percentages are computed assuming the full exercise of the Underwriters' overallotment option to purchase up to 3,000,000 additional shares of Common Stock. Pre-IPO shareholdings assume no exercise of outstanding stock options. Page references are to the Prospectus dated February 8, 2024.

[END OF SCHEDULE A]

[END OF COMFORT LETTER]

Page Ref.	Description	Amount / Data Point as Stated in Prospectus	Source Document or Record	Result of Comparison
p. 1, 10, 65	FY2023 Revenue	$612,400,000	Audited Consolidated Statement of Operations for FY2023	Agrees
p. 10, 65, 72	FY2022 Revenue	$478,400,000	Audited Consolidated Statement of Operations for FY2022	Agrees
p. 1, 10	Revenue Growth Rate (FY2022 to FY2023)	28%	Recomputed: ($612.4M − $478.4M) ÷ $478.4M = 28.01%	Recomputed and agrees
p. 11, 67	FY2023 Adjusted EBITDA	$138,700,000	Company reconciliation from net income; supporting schedules; internal records	Reconciliation components agreed; mathematical accuracy confirmed
p. 11, 67	FY2023 Adjusted EBITDA Margin	~22.6%	Recomputed: $138.7M ÷ $612.4M = 22.65%	Recomputed and agrees
p. 10, 65	FY2023 Net Income	$41,300,000	Audited Consolidated Statement of Operations for FY2023	Agrees
p. 6, 95	Number of Employees (as of December 31, 2023)	Approximately 3,400	Company representation; internal HR records	Agreed to management representation
p. 1, 6, 94	Platform Usage — Hospital Systems and Physician Groups	Over 1,200 across 42 states	Company representation; internal customer records	Agreed to management representation
p. 16, 44	Pre-IPO Shares of Common Stock Outstanding	80,000,000	Company stock ledger; transfer agent records (Adriatic Health IT)	Agrees
p. 16, 44	Post-IPO Shares of Common Stock Outstanding (incl. overallotment)	103,000,000 (80,000,000 + 20,000,000 + 3,000,000)	Capitalization table in Prospectus; Underwriting Agreement	Recomputed and agrees
p. 16, 44, F-1	Par Value per Share	$0.001	Amended and Restated Certificate of Incorporation	Agrees
p. 16, 44	Authorized Shares of Common Stock (Pre-IPO)	120,000,000	Amended and Restated Certificate of Incorporation; corporate records	Agrees
Cover, p. 16	IPO Price per Share	$20.00	Underwriting Agreement dated February 8, 2024	Agrees
p. 16, 48	Underwriting discount (%)	6.0% ($1.20 per share)	Underwriting Agreement dated February 8, 2024	Agrees
p. 16, 48	Aggregate Underwriting discount (Base Offering)	$24,000,000	Recomputed: 20,000,000 × $20.00 × 6.0% = $24,000,000	Recomputed and agrees
p. 16, 48	Net Proceeds from Base Offering (before offering expenses)	$376,000,000	Recomputed: $400,000,000 − $24,000,000 = $376,000,000	Recomputed and agrees
p. 16, 48	Estimated Offering Expenses (excl. underwriting discount)	$4,200,000	Company's estimate provided by management	Agrees
p. 16, 48	Net Proceeds from Base Offering (after all expenses)	$371,800,000	Recomputed: $400,000,000 − $24,000,000 − $4,200,000 = $371,800,000	Recomputed and agrees
p. 35, 80	Keypoint National Bank Revolving Credit Facility — Facility Size	$150,000,000	Credit Agreement dated March 15, 2022, as amended January 18, 2024	Agrees
p. 35, 80	Keypoint — Outstanding Drawn Balance	~$65,000,000	Company accounting records; lender account statement	Agrees
p. 35, 80	Keypoint — Interest Rate	SOFR + 200 bps	Credit Agreement, as amended by First Amendment dated January 18, 2024	Agrees
p. 35, 80	Keypoint — Maturity Date	March 15, 2027	Credit Agreement	Agrees
p. 35, 80	Keypoint — Total Net Leverage Ratio Covenant	≤ 3.50x	Credit Agreement	Agrees
p. 35, 80	Keypoint — Fixed Charge Coverage Ratio Covenant	≥ 1.25x	Credit Agreement	Agrees

p. 87, 88	2014 Stock Incentive Plan — Shares Authorized	12,000,000	Plan document (as adopted and amended)	Agrees
p. 87, 88	2014 Stock Incentive Plan — Options Granted	11,200,000	Company equity compensation records; option grant schedules	Agrees
p. 87, 88	2014 Stock Incentive Plan — Options Vested	8,400,000	Company equity compensation records; vesting schedules	Agrees
p. 87, 88	2014 Stock Incentive Plan — Weighted Avg. Exercise Price	$3.25 per share	Company equity compensation records	Agrees
p. 89	2024 Equity Incentive Plan — Shares Reserved	10,300,000 (10% of 103,000,000 post-IPO shares)	Board resolution dated January 15, 2024; plan document	Agrees
p. 90	2024 ESPP — Shares Reserved	2,060,000 (2% of 103,000,000 post-IPO shares)	Board resolution dated January 15, 2024; plan document	Agrees
p. 83, F-28	FY2023 R&D Tax Credits	$8,700,000	Income tax provision workpapers (K&A audit)	Agrees
p. 83, F-28	Cumulative R&D Credit Carryforward	$12,400,000	Income tax provision workpapers (K&A audit)	Agrees
p. 83, 94	Federal EIN	47-3891205	IRS records; Company representation	Agrees
Page Ref.	Stockholder	Pre-IPO Shares Held	Post-IPO Ownership %	Source	Result
p. 100	James T. Rourke (CEO & Co-Founder)	12,800,000	12.43%	Stock ledger	Agrees; % recomputed and agrees
p. 100	Mika Tsujimoto (CTO & Co-Founder)	9,600,000	9.32%	Stock ledger	Agrees; % recomputed and agrees
p. 100	David Halderman (CFO)	2,400,000	2.33%	Stock ledger	Agrees; % recomputed and agrees
p. 100	Karen Moynihan (General Counsel)	1,200,000	1.17%	Stock ledger	Agrees; % recomputed and agrees
p. 100	Priya Subramanian (Chief Product Officer)	1,600,000	1.55%	Stock ledger	Agrees; % recomputed and agrees
p. 100	Brindoval Summit Fund IV, L.P.	28,000,000	27.18%	Stock ledger	Agrees; % recomputed and agrees
p. 100	Ridgeline Growth Fund III, L.P.	16,000,000	15.53%	Stock ledger	Agrees; % recomputed and agrees
p. 100	Other pre-IPO holders (aggregate)	8,400,000	8.16%	Stock ledger	Agrees; % recomputed and agrees
p. 100	Public (new investors)	23,000,000	22.33%	Underwriting Agreement; capitalization table	Recomputed and agrees
p. 100	Total	103,000,000	100.00%	—	Recomputed and agrees
Page Ref.	Description	Amount	Source	Result
Cover, p. 1	Post-IPO Market Capitalization (at IPO price)	$2,060,000,000	Recomputed: 103,000,000 × $20.00	Recomputed and agrees

KELLERMAN & ASSOCIATES LLP Certified Public Accountants A Registered Public Accounting Firm
345 Park Avenue New York, New York 10154 Telephone: (212) 554-7800 Facsimile: (212) 554-7899
February 8, 2024
To the Several Underwriters named in the Underwriting Agreement referred to below:
Whitfield Barrow & Co., LLC 383 Madison Avenue New York, New York 10179 (as Representative of the Several Underwriters)
Calloway Pierce Securities LLC 200 Park Avenue, 40th Floor New York, New York 10166
Velthorn Capital Partners Inc. 555 California Street, Suite 3000 San Francisco, California 94104
Pemberton Wallis LLC 100 Federal Street, 28th Floor Boston, Massachusetts 02110
Re: Arbor Health Technologies Inc. — Initial Public Offering of Common Stock
Ladies and Gentlemen:
1. Introductory Paragraph
We have acted as the independent registered public accounting firm for Arbor Health Technologies Inc., a corporation organized under the laws of the State of Delaware ("Arbor Health" or the "Company"), and in that capacity we are furnishing this letter to you in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company.
We have read the Registration Statement on Form S-1 (File No. 333-276841; SEC CIK Number: 0001987432) originally filed by the Company with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), as amended through Amendment No. 1 on Form S-1/A filed with the Commission on February 5, 2024, which Registration Statement was declared effective by the Commission on February 8, 2024 (the "Registration Statement"), and the final prospectus dated February 8, 2024 filed pursuant to Rule 424(b) under the Securities Act (the "Prospectus" and, together with the Registration Statement, the "Registration Statement and Prospectus"). References herein to the Registration Statement and Prospectus include all documents incorporated by reference therein. For purposes of this letter, we have also read the information included in the Registration Statement and Prospectus.
This letter is being furnished pursuant to Section 7(c) of the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement") among the Company, Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters (the "Representative"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"), which provides for the delivery of a comfort letter from the Company's independent registered public accounting firm as a condition to the closing of the Offering.
This letter has been prepared in accordance with the standards and guidance established by the American Institute of Certified Public Accountants ("AICPA") as set forth in AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, as well as the applicable professional standards of the Public Company Accounting Oversight Board (the "PCAOB"). We acknowledge that the procedures set forth herein were agreed to by the addressees of this letter and were performed solely to assist the Underwriters in conducting and documenting their investigation of the affairs of the Company in connection with the Offering.
2. Independence
We are an independent registered public accounting firm with respect to Arbor Health Technologies Inc. within the meaning of the Securities Act of 1933 and the applicable rules and regulations thereunder adopted by the SEC, and we are independent with respect to the Company within the meaning of Rule 3520 and Rule 3526 of the PCAOB and the related interpretations thereof. We have been independent with respect to the Company throughout the audit periods covered in the Registration Statement, including the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021, and through the date of this letter.
The lead engagement partner responsible for the audit of the Company's financial statements is Richard Olander. The audit senior manager responsible for the engagement is Sonia Melendez. The engagement has been subject to the quality review, partner rotation, and independence monitoring procedures of Kellerman & Associates LLP in accordance with PCAOB standards.
3. Financial Statements Covered by Auditor's Report
The audited financial statements of the Company included in the Registration Statement and Prospectus consist of the following:
(a) Consolidated balance sheets as of December 31, 2023 and December 31, 2022;
(b) Consolidated statements of operations for each of the three fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021;
(c) Consolidated statements of comprehensive income for each of those three fiscal years;
(d) Consolidated statements of stockholders' equity for each of those three fiscal years;
(e) Consolidated statements of cash flows for each of those three fiscal years; and
(f) Notes to the consolidated financial statements (collectively, the "Audited Financial Statements").
We audited the Audited Financial Statements, and our report thereon, dated January 22, 2024, is included in the Registration Statement and Prospectus. Our audit of the Audited Financial Statements was conducted in accordance with the standards of the PCAOB. Our auditor's report on the Audited Financial Statements expressed an unqualified opinion that the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Arbor Health Technologies Inc. and its subsidiaries as of December 31, 2023 and December 31, 2022, and the results of their operations and their cash flows for each of the three fiscal years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Our auditor's report did not contain any explanatory paragraphs, qualifications, modifications, or emphasis-of-matter paragraphs.
4. Unaudited Interim Financial Information
The Registration Statement and Prospectus do not include separate unaudited interim financial statements for any stub period subsequent to December 31, 2023, as the Audited Financial Statements for the fiscal year ended December 31, 2023 constitute the most recent financial statements included therein. Accordingly, we have not performed a review of unaudited interim financial statements in accordance with PCAOB Auditing Standard No. 4105 (formerly AU Section 722) or any successor standard.
However, as described in Sections 5 and 6 below, we have read certain unaudited financial data and other information appearing in the Prospectus, and we have performed the procedures described therein with respect to such data and information. In addition, we have read the unaudited monthly financial statements and management accounts of the Company for January 2024 and available portions of February 2024, as described more fully in Section 6 below in connection with our negative assurance procedures.
5. Procedures Performed — Specified Financial Data ("Circle-Up")
At your request, and for purposes of this letter, we have performed certain procedures as described below with respect to specified financial data appearing in the Registration Statement and Prospectus. These procedures, which were applied as indicated, did not constitute an audit or review of any financial statements or financial data and, accordingly, we do not express an opinion or any other form of assurance on such data, except as expressly stated in this letter. The specific items to which these procedures were applied are set forth in detail in Schedule A attached hereto, which is an integral part of this letter.
5(a). Agreed-Upon Financial Amounts and Percentages in the Prospectus
We have compared the specific dollar amounts, percentages, and other financial data identified in Schedule A hereto, as they appear in the Registration Statement and Prospectus, to the Audited Financial Statements, the accounting records of the Company, and other specified sources, and found them to be in agreement. Without limiting the generality of the foregoing, the following items were specifically compared and agreed:
(i) The Company's revenue of $612,400,000 for the fiscal year ended December 31, 2023 was compared to and found to be in agreement with the audited consolidated statement of operations for the fiscal year ended December 31, 2023.
(ii) The Company's revenue of $478,400,000 for the fiscal year ended December 31, 2022 was compared to and found to be in agreement with the audited consolidated statement of operations for the fiscal year ended December 31, 2022.
(iii) The year-over-year revenue growth rate of 28% ($612,400,000 for FY2023 compared to $478,400,000 for FY2022) was recomputed by us and found to be mathematically accurate. The percentage, as computed, is approximately 28.01% and is presented as 28% in the Prospectus, which is consistent with rounding conventions applied throughout the document.
(iv) The Company's Adjusted EBITDA of $138,700,000 for the fiscal year ended December 31, 2023 was confirmed by us to the Company's reconciliation of Adjusted EBITDA to net income as presented in the Prospectus. We agreed the individual component amounts used in such reconciliation (including net income, interest expense, provision for income taxes, depreciation and amortization expense, stock-based compensation expense, and other specified adjustments) to the Audited Financial Statements and to the Company's internal accounting records and supporting schedules, and we recomputed the mathematical accuracy of the reconciliation. We note that Adjusted EBITDA is a non-GAAP financial measure, and our procedures with respect to Adjusted EBITDA were limited to agreeing the reconciliation components and confirming the mathematical accuracy of the computation; we express no opinion on the appropriateness, usefulness, or completeness of such non-GAAP measure.
(v) The Company's Adjusted EBITDA margin of approximately 22.6% for the fiscal year ended December 31, 2023 was recomputed by us ($138,700,000 ÷ $612,400,000 = 22.65%) and found to be mathematically accurate as presented.
(vi) The Company's net income of $41,300,000 for the fiscal year ended December 31, 2023 was compared to and found to be in agreement with the audited consolidated statement of operations for the fiscal year ended December 31, 2023.
(vii) The number of employees of the Company, stated as approximately 3,400 as of December 31, 2023, was confirmed by us to a written representation of management and to the Company's internal human resources records.
(viii) The statement that the Company's platform is used by over 1,200 hospital systems and physician groups across 42 states was confirmed by us to a written representation of management and to the Company's internal customer records. We performed no independent verification of this information beyond such confirmation.
(ix) The number of pre-IPO shares of Common Stock outstanding, stated as 80,000,000 shares, was compared to and found to be in agreement with the Company's stock ledger maintained by Adriatic Health IT, the Company's transfer agent, as of December 31, 2023.
(x) The number of post-IPO shares of Common Stock outstanding, stated as 103,000,000 shares (consisting of 80,000,000 pre-IPO shares plus 20,000,000 base offering shares plus 3,000,000 shares subject to the overallotment option), was confirmed to the capitalization table appearing in the Prospectus. We recomputed the mathematical accuracy of this total and found it to be correct.
(xi) The par value per share of Common Stock, stated as $0.001 per share, was compared to and found to be in agreement with the Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware.
(xii) The number of authorized shares of Common Stock (pre-IPO), stated as 120,000,000 shares, was compared to and found to be in agreement with the Company's Amended and Restated Certificate of Incorporation and corporate records.
5(b). Capitalization Table
We compared the amounts in the capitalization table appearing in the Prospectus under the heading "Capitalization" as of December 31, 2023 on an "actual" basis to the Audited Financial Statements, specifically the audited consolidated balance sheet as of December 31, 2023, and to the Company's stock ledger, and found such amounts to be in agreement.
We also compared the amounts in the capitalization table on an "as adjusted" basis, which reflect the Offering and the anticipated application of net proceeds therefrom, to the Company's records and assumptions provided by management. The "as adjusted" capitalization reflects the following items, each of which we confirmed to the sources noted:
(i) Issuance of 20,000,000 shares of Common Stock in the base offering at the initial public offering price of $20.00 per share, resulting in gross proceeds of $400,000,000 — confirmed to the Underwriting Agreement dated February 8, 2024.
(ii) An underwriting discount of 6.0% of the public offering price, or $1.20 per share, resulting in aggregate underwriting discounts and commissions of $24,000,000 for the base offering of 20,000,000 shares — confirmed to the Underwriting Agreement and recomputed by us (20,000,000 × $20.00 × 6.0% = $24,000,000).
(iii) Estimated offering expenses of approximately $4,200,000 (excluding the underwriting discount), consisting principally of SEC registration fees, FINRA filing fees, stock exchange listing fees, printing and engraving costs, legal fees, accounting fees, transfer agent fees, and miscellaneous costs — confirmed to the Company's estimate as provided by management.
(iv) Net proceeds from the base offering of approximately $376,000,000 (before deducting estimated offering expenses, calculated as $400,000,000 less $24,000,000 underwriting discount) — recomputed by us and found to be mathematically accurate.
(v) Net proceeds from the base offering of approximately $371,800,000 (after deducting both the underwriting discount and estimated offering expenses, calculated as $400,000,000 less $24,000,000 less $4,200,000) — recomputed by us and found to be mathematically accurate.
(vi) Intended repayment of approximately $65,000,000 of outstanding borrowings under the Keypoint National Bank revolving credit facility from the net proceeds of the Offering — confirmed to management's written representation and to the use of proceeds disclosure in the Prospectus.
(vii) The remainder of the net proceeds is expected to be allocated to the use of proceeds categories as described in the Prospectus under the heading "Use of Proceeds," including general corporate purposes, research and development activities, and potential future acquisitions — confirmed to management's written representation.
We recomputed the mathematical accuracy of the "as adjusted" capitalization table and found it to be correct.
5(c). Dilution Data
We compared the dilution table and related computations appearing in the Prospectus under the heading "Dilution" to the Company's Audited Financial Statements, internal calculations, and assumptions provided by management. Such computations include the net tangible book value per share of Common Stock before the Offering, the increase in net tangible book value per share attributable to the Offering, and the dilution in net tangible book value per share to new investors. The dilution computations were based on the initial public offering price of $20.00 per share, which falls at the high end of the revised estimated price range of $18.00 to $20.00 per share as reflected in Amendment No. 1 on Form S-1/A filed with the Commission on February 5, 2024, and which represents the final offering price as set forth in the Underwriting Agreement. We recomputed the mathematical accuracy of such dilution calculations and found them to be correct.
5(d). Selected Financial Data / Financial Highlights
We compared the selected consolidated financial data presented in the Prospectus under the heading "Selected Consolidated Financial Data" (covering the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023) to the Audited Financial Statements included in the Registration Statement and Prospectus and found such data to be in agreement. The specific items compared include, for each period presented:
•  Revenue
•  Cost of revenue
•  Gross profit
•  Operating income
•  Net income
•  Total assets
•  Total liabilities
•  Stockholders' equity
•  Cash and cash equivalents
Each of the foregoing amounts, as set forth in the selected consolidated financial data table, was found to agree with the corresponding amounts in the Audited Financial Statements.
5(e). Non-GAAP Financial Measures
As noted in Section 5(a)(iv) above, the Prospectus includes certain non-GAAP financial measures, specifically Adjusted EBITDA and Adjusted EBITDA Margin. We note the following with respect to our procedures relating to such non-GAAP measures:
(i) We agreed the component amounts used in the Company's reconciliation of Adjusted EBITDA to net income (the most directly comparable U.S. GAAP financial measure) to the Audited Financial Statements and to the Company's internal accounting records for each period presented.
(ii) We recomputed the mathematical accuracy of the reconciliation of Adjusted EBITDA to net income for each period presented and found such reconciliation to be mathematically accurate.
(iii) We express no opinion on the appropriateness, usefulness, or completeness of Adjusted EBITDA as a measure of financial performance, nor do we express any opinion on the manner of its presentation or whether it is presented in compliance with the requirements of the SEC, including Regulation G and Item 10(e) of Regulation S-K. The determination of the appropriateness and compliance of such non-GAAP financial measures is the responsibility of the Company's management.
5(f). Equity Compensation Data
We compared the data relating to the Company's equity compensation plans appearing in the Prospectus to the Company's equity compensation records, plan documents, and Board resolutions, and found such data to be in agreement. Specifically:
(i) With respect to the 2014 Stock Incentive Plan:
•  12,000,000 shares of Common Stock authorized for issuance under the plan — agrees to the plan document as adopted and subsequently amended.
•  11,200,000 shares subject to outstanding stock options granted under the plan — agrees to the Company's equity compensation records and option grant schedules maintained by the Company's stock plan administrator.
•  8,400,000 shares subject to vested stock options — agrees to the Company's equity compensation records and vesting schedules.
•  Weighted average exercise price of $3.25 per share for all outstanding stock options — agrees to the Company's equity compensation records. We recomputed the weighted average exercise price and confirmed its mathematical accuracy.
(ii) With respect to the 2024 Equity Incentive Plan:
•  10,300,000 shares of Common Stock reserved for issuance under the plan, representing approximately 10% of the post-IPO shares outstanding of 103,000,000 — agrees to the Board resolution dated January 15, 2024 approving the adoption of the plan and to the plan document. We recomputed the percentage (10,300,000 ÷ 103,000,000 = 10.0%) and found it to be mathematically accurate.
(iii) With respect to the 2024 Employee Stock Purchase Plan ("2024 ESPP"):
•  2,060,000 shares of Common Stock reserved for issuance under the plan, representing approximately 2% of the post-IPO shares outstanding of 103,000,000 — agrees to the Board resolution dated January 15, 2024 approving the adoption of the plan and to the plan document. We recomputed the percentage (2,060,000 ÷ 103,000,000 = 2.0%) and found it to be mathematically accurate.
5(g). Credit Facility Data
We compared the information regarding the Company's revolving credit facility with Keypoint National Bank appearing in the Prospectus to the Credit Agreement dated March 15, 2022, as amended by the First Amendment dated January 18, 2024 (together, the "Credit Agreement"), and related documents, and found such information to be in agreement. Specifically:
(i) The total revolving credit facility commitment of $150,000,000 — agrees to the Credit Agreement.
(ii) The maturity date of March 15, 2027 — agrees to the Credit Agreement.
(iii) The interest rate of the Secured Overnight Financing Rate ("SOFR") plus 200 basis points — agrees to the Credit Agreement, as amended by the First Amendment dated January 18, 2024.
(iv) The outstanding drawn balance of approximately $65,000,000 — agrees to the Company's accounting records and the lender's most recent account statement available as of a recent date.
(v) The financial covenants, including (A) a Total Net Leverage Ratio not to exceed 3.50 to 1.00 and (B) a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 — agrees to the Credit Agreement.
(vi) The reference to the First Amendment dated January 18, 2024 — agrees to the executed First Amendment to Credit Agreement.
5(h). Tax Data
We confirmed the following tax-related data included in the Prospectus to our audit workpapers and to the Company's tax records:
(i) The Company's federal employer identification number ("EIN") of 47-3891205 — agrees to IRS records and the Company's representation.
(ii) Research and development tax credits of $8,700,000 generated in the fiscal year ended December 31, 2023 — agrees to the Company's income tax provision workpapers prepared in connection with our audit of the Audited Financial Statements.
(iii) Cumulative research and development tax credit carryforward of $12,400,000 as of December 31, 2023 — agrees to the Company's income tax provision workpapers prepared in connection with our audit of the Audited Financial Statements.
6. Negative Assurance — Subsequent Changes (Change Period)
For purposes of this Section 6, we define the "Change Period" as the period from January 1, 2024 (the day following the end of the most recent audited period, December 31, 2023) through February 5, 2024 (the "Cut-Off Date"), which is a date not more than three business days prior to the date of this letter. With respect to the Change Period, we advise you that:
(a) We have read the minutes of meetings of the Board of Directors of the Company and the minutes of meetings of the committees thereof, including the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, held during the Change Period, as made available to us by the Company through February 5, 2024.
(b) We have read the unaudited consolidated financial statements and management accounts of the Company for January 2024, and such financial data for the period from February 1, 2024 through February 5, 2024 as was made available to us by the Company (the "Interim Financial Data"). The Interim Financial Data consists principally of unaudited summary income statement data, balance sheet data, and cash flow data. Such Interim Financial Data is subject to year-end adjustments and does not include all disclosures required by U.S. GAAP. The Interim Financial Data has not been audited or reviewed by us, and we do not express any opinion or any other form of assurance on such data.
(c) We made inquiries of certain officials of the Company who have responsibility for financial and accounting matters. Specifically, we made inquiries of David Halderman, Chief Financial Officer, and members of the Company's senior accounting personnel regarding:
(i) whether, at the Cut-Off Date, there was any change in the capital stock (other than issuances of shares of Common Stock upon the exercise of stock options under the 2014 Stock Incentive Plan in the ordinary course of business and other than shares of Common Stock to be issued in connection with the Offering), any increase in long-term debt, or any decrease in stockholders' equity of the Company, as compared with the amounts shown in the audited consolidated balance sheet as of December 31, 2023 included in the Registration Statement;
(ii) whether, at the Cut-Off Date, there was any decrease in net current assets of the Company as compared with the amounts shown in the audited consolidated balance sheet as of December 31, 2023 included in the Registration Statement;
(iii) whether, for the Change Period, there were any decreases, as compared with the corresponding period of the preceding fiscal year (January 1, 2023 through February 5, 2023), in (A) total revenue, (B) operating income, or (C) net income of the Company; and
(iv) whether there were any significant changes in the Company's financial condition or results of operations during the Change Period.
Based upon our reading of the minutes described in clause (a) above, our reading of the Interim Financial Data described in clause (b) above, and the inquiries of the officials of the Company described in clause (c) above, nothing came to our attention that caused us to believe that:
(i) At the Cut-Off Date, there was any change in the capital stock of the Company (other than issuances of shares of Common Stock upon the exercise of stock options under the 2014 Stock Incentive Plan in the ordinary course of business and other than shares of Common Stock issued or to be issued in connection with the Offering), or any increase in long-term debt of the Company, or any decrease in net current assets or stockholders' equity of the Company, as compared with the amounts shown in the audited consolidated balance sheet of the Company as of December 31, 2023 included in the Registration Statement; or
(ii) For the Change Period, there was any decrease in total revenue, operating income, or net income of the Company as compared with the corresponding period of the preceding fiscal year.
The foregoing negative assurance is subject to the limitation that the procedures described herein do not constitute an audit or a review conducted in accordance with the standards of the PCAOB, and accordingly, we do not express any opinion or any other form of assurance on the Interim Financial Data or on the financial position or results of operations of the Company as of any date or for any period within the Change Period. Had we performed additional procedures or had we conducted an audit or a review of the Interim Financial Data, other matters might have come to our attention that would have been reported to you.
Because of the limited nature of the procedures described above, the negative assurance contained herein should not be taken to supplant any other inquiries and procedures that the Underwriters may wish to undertake in their investigation of the affairs of the Company.
7. Concluding Paragraphs
7(a). Limitations on Use and Distribution
This letter is solely for the information of, and assistance to, the addressees hereof (i.e., the Underwriters identified above) in conducting and documenting their investigation of the affairs of the Company in connection with the Offering of the securities covered by the Registration Statement. This letter is not to be used, circulated, quoted, or otherwise referred to within or without the underwriting group for any other purpose, including but not limited to the registration, purchase, or sale of securities, nor is it to be filed with or referred to in whole or in part in the Registration Statement or any other document filed with the Commission or any other regulatory authority, except that reference may be made to this letter in the Underwriting Agreement itself or in any list of closing documents pertaining to the Offering.
7(b). No Responsibility for Sufficiency of Procedures
We make no representations as to the sufficiency for the Underwriters' purposes of the procedures enumerated in the preceding sections of this letter. The procedures were performed solely for purposes of providing the comfort requested in Section 7(c) of the Underwriting Agreement and in the draft comfort letter previously discussed and agreed upon among us, counsel for the Company, and counsel for the Underwriters. Had we been engaged to perform additional procedures, other matters might have come to our attention that would have been reported to you. It is understood that the Underwriters have the responsibility to determine the sufficiency of the procedures performed for their purposes.
7(c). Bring-Down Letter Reference
We expect to furnish a bring-down comfort letter (the "Bring-Down Letter") on or about February 13, 2024 (the anticipated closing date of the base Offering), updating the procedures, comparisons, and negative assurance set forth in this letter through a subsequent Cut-Off Date not more than three business days prior to the date of the Bring-Down Letter. In the event the Underwriters exercise the overallotment option in whole or in part, we would expect to furnish an additional bring-down letter on or about the closing date of such overallotment exercise, as contemplated by the Underwriting Agreement.
7(d). Governing Standards
This letter has been prepared in accordance with the professional standards set forth in AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, as promulgated by the AICPA, and the applicable professional standards of the PCAOB. In performing our procedures, we have relied upon the accuracy and completeness of the information provided to us by the Company, including the representations made to us by management of the Company.
Very truly yours,
KELLERMAN & ASSOCIATES LLP
By: ________
Richard Olander Lead Engagement Partner
Date: February 8, 2024
SCHEDULE A
Specified Items — Circle-Up Schedule
Arbor Health Technologies Inc. Initial Public Offering of Common Stock Comfort Letter dated February 8, 2024
The following table sets forth each specific financial figure, percentage, or data point appearing in the Registration Statement and Prospectus that was compared or agreed to by Kellerman & Associates LLP in connection with the comfort letter to which this Schedule A is attached. This Schedule A is an integral part of such comfort letter.
The following table sets forth the individual pre-IPO shareholdings and post-IPO capitalization percentages appearing in the Prospectus that were compared or agreed to by Kellerman & Associates LLP:
Note: All post-IPO ownership percentages are computed assuming the full exercise of the Underwriters' overallotment option to purchase up to 3,000,000 additional shares of Common Stock. Pre-IPO shareholdings assume no exercise of outstanding stock options. Page references are to the Prospectus dated February 8, 2024.
[END OF SCHEDULE A]
[END OF COMFORT LETTER]
Page Ref. | Description | Amount / Data Point as Stated in Prospectus | Source Document or Record | Result of Comparison
p. 1, 10, 65 | FY2023 Revenue | $612,400,000 | Audited Consolidated Statement of Operations for FY2023 | Agrees
p. 10, 65, 72 | FY2022 Revenue | $478,400,000 | Audited Consolidated Statement of Operations for FY2022 | Agrees
p. 1, 10 | Revenue Growth Rate (FY2022 to FY2023) | 28% | Recomputed: ($612.4M − $478.4M) ÷ $478.4M = 28.01% | Recomputed and agrees
p. 11, 67 | FY2023 Adjusted EBITDA | $138,700,000 | Company reconciliation from net income; supporting schedules; internal records | Reconciliation components agreed; mathematical accuracy confirmed
p. 11, 67 | FY2023 Adjusted EBITDA Margin | ~22.6% | Recomputed: $138.7M ÷ $612.4M = 22.65% | Recomputed and agrees
p. 10, 65 | FY2023 Net Income | $41,300,000 | Audited Consolidated Statement of Operations for FY2023 | Agrees
p. 6, 95 | Number of Employees (as of December 31, 2023) | Approximately 3,400 | Company representation; internal HR records | Agreed to management representation
p. 1, 6, 94 | Platform Usage — Hospital Systems and Physician Groups | Over 1,200 across 42 states | Company representation; internal customer records | Agreed to management representation
p. 16, 44 | Pre-IPO Shares of Common Stock Outstanding | 80,000,000 | Company stock ledger; transfer agent records (Adriatic Health IT) | Agrees
p. 16, 44 | Post-IPO Shares of Common Stock Outstanding (incl. overallotment) | 103,000,000 (80,000,000 + 20,000,000 + 3,000,000) | Capitalization table in Prospectus; Underwriting Agreement | Recomputed and agrees
p. 16, 44, F-1 | Par Value per Share | $0.001 | Amended and Restated Certificate of Incorporation | Agrees
p. 16, 44 | Authorized Shares of Common Stock (Pre-IPO) | 120,000,000 | Amended and Restated Certificate of Incorporation; corporate records | Agrees
Cover, p. 16 | IPO Price per Share | $20.00 | Underwriting Agreement dated February 8, 2024 | Agrees
p. 16, 48 | Underwriting discount (%) | 6.0% ($1.20 per share) | Underwriting Agreement dated February 8, 2024 | Agrees
p. 16, 48 | Aggregate Underwriting discount (Base Offering) | $24,000,000 | Recomputed: 20,000,000 × $20.00 × 6.0% = $24,000,000 | Recomputed and agrees
p. 16, 48 | Net Proceeds from Base Offering (before offering expenses) | $376,000,000 | Recomputed: $400,000,000 − $24,000,000 = $376,000,000 | Recomputed and agrees
p. 16, 48 | Estimated Offering Expenses (excl. underwriting discount) | $4,200,000 | Company's estimate provided by management | Agrees
p. 16, 48 | Net Proceeds from Base Offering (after all expenses) | $371,800,000 | Recomputed: $400,000,000 − $24,000,000 − $4,200,000 = $371,800,000 | Recomputed and agrees
p. 35, 80 | Keypoint National Bank Revolving Credit Facility — Facility Size | $150,000,000 | Credit Agreement dated March 15, 2022, as amended January 18, 2024 | Agrees
p. 35, 80 | Keypoint — Outstanding Drawn Balance | ~$65,000,000 | Company accounting records; lender account statement | Agrees
p. 35, 80 | Keypoint — Interest Rate | SOFR + 200 bps | Credit Agreement, as amended by First Amendment dated January 18, 2024 | Agrees
p. 35, 80 | Keypoint — Maturity Date | March 15, 2027 | Credit Agreement | Agrees
p. 35, 80 | Keypoint — Total Net Leverage Ratio Covenant | ≤ 3.50x | Credit Agreement | Agrees
p. 35, 80 | Keypoint — Fixed Charge Coverage Ratio Covenant | ≥ 1.25x | Credit Agreement | Agrees
p. 87, 88 | 2014 Stock Incentive Plan — Shares Authorized | 12,000,000 | Plan document (as adopted and amended) | Agrees
p. 87, 88 | 2014 Stock Incentive Plan — Options Granted | 11,200,000 | Company equity compensation records; option grant schedules | Agrees
p. 87, 88 | 2014 Stock Incentive Plan — Options Vested | 8,400,000 | Company equity compensation records; vesting schedules | Agrees
p. 87, 88 | 2014 Stock Incentive Plan — Weighted Avg. Exercise Price | $3.25 per share | Company equity compensation records | Agrees
p. 89 | 2024 Equity Incentive Plan — Shares Reserved | 10,300,000 (10% of 103,000,000 post-IPO shares) | Board resolution dated January 15, 2024; plan document | Agrees
p. 90 | 2024 ESPP — Shares Reserved | 2,060,000 (2% of 103,000,000 post-IPO shares) | Board resolution dated January 15, 2024; plan document | Agrees
p. 83, F-28 | FY2023 R&D Tax Credits | $8,700,000 | Income tax provision workpapers (K&A audit) | Agrees
p. 83, F-28 | Cumulative R&D Credit Carryforward | $12,400,000 | Income tax provision workpapers (K&A audit) | Agrees
p. 83, 94 | Federal EIN | 47-3891205 | IRS records; Company representation | Agrees
Page Ref. | Stockholder | Pre-IPO Shares Held | Post-IPO Ownership % | Source | Result
p. 100 | James T. Rourke (CEO & Co-Founder) | 12,800,000 | 12.43% | Stock ledger | Agrees; % recomputed and agrees
p. 100 | Mika Tsujimoto (CTO & Co-Founder) | 9,600,000 | 9.32% | Stock ledger | Agrees; % recomputed and agrees
p. 100 | David Halderman (CFO) | 2,400,000 | 2.33% | Stock ledger | Agrees; % recomputed and agrees
p. 100 | Karen Moynihan (General Counsel) | 1,200,000 | 1.17% | Stock ledger | Agrees; % recomputed and agrees
p. 100 | Priya Subramanian (Chief Product Officer) | 1,600,000 | 1.55% | Stock ledger | Agrees; % recomputed and agrees
p. 100 | Brindoval Summit Fund IV, L.P. | 28,000,000 | 27.18% | Stock ledger | Agrees; % recomputed and agrees
p. 100 | Ridgeline Growth Fund III, L.P. | 16,000,000 | 15.53% | Stock ledger | Agrees; % recomputed and agrees
p. 100 | Other pre-IPO holders (aggregate) | 8,400,000 | 8.16% | Stock ledger | Agrees; % recomputed and agrees
p. 100 | Public (new investors) | 23,000,000 | 22.33% | Underwriting Agreement; capitalization table | Recomputed and agrees
p. 100 | Total | 103,000,000 | 100.00% | — | Recomputed and agrees
Page Ref. | Description | Amount | Source | Result
Cover, p. 1 | Post-IPO Market Capitalization (at IPO price) | $2,060,000,000 | Recomputed: 103,000,000 × $20.00 | Recomputed and agrees

KELLERMAN & ASSOCIATES LLP Certified Public Accountants A Registered Public Accounting Firm

KELLERMAN & ASSOCIATES LLP

SCHEDULE A

Record

Parties

Dates

Amounts