1010-00002 · Client 1010 · Underwriting Agreement

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RESOLUTIONS OF THE PRICING COMMITTEE OF THE BOARD OF DIRECTORS OF ARBOR HEALTH TECHNOLOGIES INC.

Adopted as of February 8, 2024

The Pricing Committee (the "Committee") of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), acting pursuant to the authority delegated to it by resolutions of the Board adopted on or about October 17, 2023 and reaffirmed by unanimous written consent of the Board on January 18, 2024, hereby adopts the following resolutions effective as of February 8, 2024.

I. RECITALS

WHEREAS, the Board previously authorized the Company to pursue an initial public offering (the "IPO") of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and the filing of a Registration Statement on Form S-1 (File No. 333-276841) with the Securities and Exchange Commission (the "SEC"), and authorized management and outside counsel to take all steps necessary and appropriate in connection therewith, including the engagement of underwriters, auditors, and other advisors;

WHEREAS, the Board delegated to the Committee the authority to determine the final public offering price per share, the number of shares of Common Stock to be sold in the offering, the underwriting discount, and to authorize the execution and delivery of the Underwriting Agreement and related documents, and to take all actions necessary or advisable in connection therewith, all as more fully described in the resolutions of the Board adopted on October 17, 2023 and reaffirmed on January 18, 2024;

WHEREAS, the Committee consists of Dr. Nathaniel Rourke (Co-Founder, Chairman & Chief Executive Officer) and David Halderman (Chief Financial Officer), each duly appointed by the Board to serve on the Committee and each having the requisite authority, experience, and familiarity with the Company's business and financial condition to make the determinations contemplated by these resolutions;

WHEREAS, the Company confidentially submitted a draft Registration Statement on Form S-1 to the SEC on November 10, 2023, responded to SEC comment letters (Round 1, consisting of 38 comments, received December 8, 2023; Round 2, consisting of 11 comments, received January 12, 2024), publicly filed the Registration Statement on January 22, 2024 with an initial estimated price range of $17.00 to $19.00 per share, and filed Amendment No. 1 to the Registration Statement on Form S-1/A on February 5, 2024, revising the estimated price range to $18.00 to $20.00 per share, which amendment incorporated revised financial disclosures, updated risk factors, and responsive revisions to all remaining SEC staff comments;

WHEREAS, the SEC declared the Registration Statement, as amended by Amendment No. 1, effective on February 8, 2024, and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC;

WHEREAS, the Company and the underwriters conducted a roadshow from January 29, 2024 through February 7, 2024, during which the Company's management made presentations to prospective investors in New York, Boston, San Francisco, Chicago, Los Angeles, London, and other financial centers, and based on the indications of interest received during the roadshow and the subsequent book-building process, the Company and the Representative of the Underwriters (as defined below) have determined that pricing the offering at the top of the revised estimated price range of $18.00 to $20.00 per share is appropriate, reflecting strong institutional investor demand and favorable market conditions;

WHEREAS, Calderwood & Harkness LLP, counsel to the Company, and Meridian Hale & Quivorn LLP, counsel to the underwriters, have negotiated the form of Underwriting Agreement (the "Underwriting Agreement") to be entered into among the Company and the several underwriters named therein, with Whitfield Barrow & Co., LLC acting as the representative (the "Representative") of the several underwriters, and the Committee has been provided with and has reviewed the substantially final form of the Underwriting Agreement;

WHEREAS, the several underwriters are: Whitfield Barrow & Co., LLC (Lead Left Bookrunner), Calloway Pierce Securities LLC (Joint Bookrunner), Velthorn Capital Partners Inc. (Joint Bookrunner), and Pemberton Wallis LLC (Co-Manager) (collectively, the "Underwriters");

WHEREAS, the Company has received authorization from the New York Stock Exchange (the "NYSE") to list the Common Stock under the ticker symbol "ARHT," subject to official notice of issuance, and the Company has satisfied all applicable listing requirements of the NYSE, including minimum share price, minimum number of publicly held shares, minimum number of holders, and minimum aggregate market value of publicly held shares;

WHEREAS, the Financial Industry Regulatory Authority ("FINRA") Corporate Financing Department has confirmed that it has no objection to the underwriting terms and arrangements as set forth in the Underwriting Agreement, including the underwriting discount, expense reimbursement, and other terms of compensation to the Underwriters;

WHEREAS, the Committee has reviewed the terms of the proposed offering and the Underwriting Agreement, has consulted with management and outside counsel, has considered the current market conditions, the Company's financial position, the demand for the Company's shares as reflected in the book-building process, and the advice of the Underwriters, and has determined that it is in the best interests of the Company and its stockholders to proceed with the IPO on the terms set forth below.

NOW, THEREFORE, BE IT RESOLVED, as follows:

II. PRICING RESOLUTIONS

A. Determination of Final Public Offering Price

RESOLVED, that the final public offering price for shares of Common Stock in the IPO is hereby fixed at $20.00 per share (the "Public Offering Price"), which represents the top of the revised estimated price range of $18.00 to $20.00 per share as set forth in Amendment No. 1 to the Registration Statement on Form S-1/A filed on February 5, 2024, and is above the midpoint of the original estimated price range of $17.00 to $19.00 per share as set forth in the Registration Statement as initially publicly filed on January 22, 2024; and it is further

B. Number of Shares — Base Offering

RESOLVED, that the number of shares of Common Stock to be offered and sold by the Company in the base offering is hereby fixed at 20,000,000 shares (the "Firm Shares"), all of which are primary shares to be newly issued by the Company, and the Committee hereby confirms that no shares are being offered on behalf of any selling stockholders and there are no secondary sales by existing stockholders in connection with the base offering; and it is further

C. Base Gross Proceeds

RESOLVED, that the aggregate gross proceeds to the Company from the sale of the Firm Shares at the Public Offering Price shall be $400,000,000 (twenty million shares multiplied by $20.00 per share), as reflected in the following calculation:

20,000,000 shares × $20.00 per share = $400,000,000

and it is further

D. Underwriting discount

RESOLVED, that the underwriting discount is hereby fixed at 6.0% of the Public Offering Price, being $1.20 per share (the "Underwriting discount"), resulting in a purchase price to the Underwriters of $18.80 per share (the Public Offering Price less the Underwriting discount), which the Committee has determined, after consultation with the Company's financial advisors and counsel, to be customary and commercially reasonable for an initial public offering of this size and nature; and it is further

E. Total Base Underwriting discount

RESOLVED, that the aggregate underwriting discount for the Firm Shares shall be $24,000,000 (twenty million shares multiplied by $1.20 per share), as reflected in the following calculation:

20,000,000 shares × $1.20 per share = $24,000,000

and it is further

F. Net Proceeds — Base Offering

RESOLVED, that the net proceeds to the Company from the sale of the Firm Shares, after deducting the aggregate underwriting discount, shall be $376,000,000 ($400,000,000 in aggregate gross proceeds less $24,000,000 in aggregate underwriting discount), before deducting estimated offering expenses of approximately $4,200,000, which expenses include SEC registration fees, FINRA filing fees, NYSE listing fees, printing and engraving costs, legal fees and expenses of Company counsel, accounting fees and expenses, transfer agent fees, and miscellaneous expenses, all as more fully described in the Registration Statement; and it is further

G. Underwriter Allocations

RESOLVED, that the allocation of the Firm Shares among the several Underwriters, and the corresponding number of shares to be purchased by each Underwriter, shall be as follows:

The foregoing allocation reflects the respective commitments of each Underwriter as set forth in Schedule I to the Underwriting Agreement and has been approved by the Representative.

III. OVERALLOTMENT OPTION RESOLUTIONS

A. Grant of Overallotment Option

RESOLVED, that the Company is hereby authorized to grant to the Underwriters an option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time within thirty (30) days from the date of the Final Prospectus (as defined below), to purchase up to 3,000,000 additional shares of Common Stock (the "Option Shares"), representing 15% of the number of Firm Shares, at the purchase price of $18.80 per share (the Public Offering Price less the Underwriting discount), solely for the purpose of covering overallotments, if any, made in connection with the offering; and it is further

B. Maximum Gross Proceeds Including Overallotment

RESOLVED, that the maximum aggregate gross proceeds from the offering, assuming full exercise of the Overallotment Option, shall be $460,000,000 (twenty-three million shares multiplied by $20.00 per share), and the maximum aggregate underwriting discount shall be $27,600,000 (twenty-three million shares multiplied by $1.20 per share), as set forth in the following summary:

and it is further

C. Authorization to Issue Option Shares

RESOLVED, that the officers of the Company are hereby authorized and directed to issue and deliver the Option Shares upon exercise of the Overallotment Option, in whole or in part, in accordance with the terms and conditions of the Underwriting Agreement, without further action by the Committee or the Board, and to take all actions necessary or appropriate to effectuate such issuance and delivery, including instructing the transfer agent and registrar to issue shares in book-entry form through The Depository Trust Company.

IV. SHARE ISSUANCE AND CAPITALIZATION RESOLUTIONS

A. Authorization of Share Issuance

RESOLVED, that the issuance of up to 23,000,000 shares of Common Stock (20,000,000 Firm Shares plus up to 3,000,000 Option Shares) in connection with the IPO is hereby authorized and approved, and that such shares, when issued and delivered against payment of the purchase price therefor as provided in the Underwriting Agreement, shall be validly issued, fully paid, and non-assessable, free and clear of all liens, encumbrances, equities, and claims, and the Committee hereby directs the officers of the Company to take all actions necessary to effectuate the issuance of such shares; and it is further

B. Post-IPO Shares Outstanding

RESOLVED, that the Committee notes for the record that following the issuance of the Firm Shares and assuming full exercise of the Overallotment Option, the total number of shares of Common Stock issued and outstanding shall be 103,000,000 shares, comprised of the following:

(i) 80,000,000 pre-IPO shares currently outstanding;

(ii) 20,000,000 Firm Shares to be newly issued in the base offering; and

(iii) 3,000,000 Option Shares to be newly issued upon full exercise of the Overallotment Option;

and it is further

C. Authorized Share Capital Confirmation

RESOLVED, that the Committee confirms that the Amended and Restated Certificate of Incorporation of the Company, in the form previously approved by the Board and the stockholders of the Company and to be filed with the Secretary of State of the State of Delaware on or prior to the closing date, authorizes the issuance of 400,000,000 shares of Common Stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share, and that the issuance of shares of Common Stock pursuant to the IPO is within such authorized share capital and does not require any further stockholder authorization or approval; and it is further

D. Transfer Agent and Registrar

RESOLVED, that Continental Share Services, Inc. is confirmed as the transfer agent and registrar for the Common Stock, and that the officers of the Company are hereby authorized and directed to instruct Continental Share Services, Inc. to issue shares of Common Stock in book-entry form through the facilities of The Depository Trust Company ("DTC") in connection with the IPO, and to take all actions necessary or appropriate to effectuate the settlement of the offering through DTC's book-entry system; and it is further

E. CUSIP. RESOLVED, that the CUSIP number for the Common Stock is confirmed as 039217105, and the officers of the Company are authorized to take all actions necessary to ensure that such CUSIP number is properly associated with the shares of Common Stock to be issued in connection with the IPO.

V. UNDERWRITING AGREEMENT RESOLUTIONS

A. Approval of Underwriting Agreement

RESOLVED, that the form, terms, and provisions of the Underwriting Agreement, dated as of February 8, 2024, among Arbor Health Technologies Inc. (as Issuer) and Whitfield Barrow & Co., LLC (as Representative of the several Underwriters), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"), substantially in the form presented to the Committee and reviewed by the members thereof, are hereby approved in all respects, and the execution and delivery of the Underwriting Agreement on behalf of the Company is hereby authorized and approved; and it is further

B. Governing Law

RESOLVED, that the Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof, and any disputes arising under or in connection with the Underwriting Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York; and it is further

C. Authorization to Execute

RESOLVED, that Dr. Nathaniel Rourke, as Chairman and Chief Executive Officer, and David Halderman, as Chief Financial Officer, and Rachel Moynihan, as General Counsel and Corporate Secretary, each acting individually (and not jointly), are hereby authorized and directed to execute and deliver the Underwriting Agreement on behalf of the Company, with such changes, modifications, amendments, or additions thereto as the officer executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof, and any one of such officers is authorized to act alone and without the joinder of the others in executing and delivering the Underwriting Agreement; and it is further

D. Key Terms Acknowledged

RESOLVED, that the Committee hereby acknowledges and confirms the following key terms of the Underwriting Agreement, as negotiated by the Company's counsel and the underwriters' counsel:

(i) Public Offering Price: $20.00 per share;

(ii) Underwriting discount: $1.20 per share (6.0% of the Public Offering Price);

(iii) Purchase Price to Underwriters: $18.80 per share;

(iv) Firm Shares: 20,000,000 shares;

(v) Option Shares: up to 3,000,000 shares;

(vi) Lock-Up Period: 180 days from the date of the Final Prospectus (February 8, 2024), expiring August 6, 2024, applicable to approximately 80,000,000 pre-IPO shares held by approximately 45 individuals and entities, including all directors, officers, and holders of 1% or more of the outstanding Common Stock on a pre-IPO basis, subject to certain customary exceptions as set forth in the form of lock-up agreement attached as an exhibit to the Underwriting Agreement;

(vii) Indemnification: customary mutual indemnification provisions, whereby the Company will indemnify the Underwriters against certain liabilities arising from material misstatements or omissions in the Registration Statement or Prospectus (other than information provided by the Underwriters for inclusion therein), and the Underwriters will indemnify the Company against liabilities arising from information provided by the Underwriters for inclusion in the Registration Statement or Prospectus;

(viii) Conditions to Closing: customary conditions precedent, including, without limitation:

(a) delivery of legal opinions from Calderwood & Harkness LLP, as counsel to the Company, and negative assurance letters;

(b) delivery of comfort letters from Kellerman & Associates LLP, as independent registered public accounting firm of the Company, in customary form;

(d) delivery of a Secretary's Certificate executed by the Corporate Secretary, with certified attached organizational documents;

(e) delivery of good standing certificates from the Delaware Secretary of State and the Massachusetts Secretary of the Commonwealth;

(f) no material adverse change in the condition, financial or otherwise, of the Company since the date of the most recent financial statements included in the Registration Statement;

(g) effectiveness of the Registration Statement and no issuance of any stop order; and

(h) receipt of all necessary consents and approvals, including NYSE listing authorization and FINRA clearance.

VI. PROSPECTUS AND SEC FILING RESOLUTIONS

A. Final Prospectus

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare (with the assistance of Calderwood & Harkness LLP, as counsel to the Company), finalize, and file with the SEC the final prospectus (the "Final Prospectus") pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"), reflecting the final pricing terms set forth herein, including the Public Offering Price, the number of Firm Shares, the Underwriting discount, the Overallotment Option, and all other terms determined by these resolutions, and that such Final Prospectus shall be filed with the SEC no later than February 9, 2024, in accordance with the timing requirements of Rule 424(b) under the Securities Act; and it is further

B. Prospectus Supplement upon Overallotment

RESOLVED, that upon any exercise of the Overallotment Option, in whole or in part, the officers of the Company are hereby authorized and directed to prepare and file with the SEC any required prospectus supplement or other filing reflecting such exercise, the number of Option Shares to be issued, and the resulting proceeds to the Company, in each case in compliance with the Securities Act and the rules and regulations of the SEC promulgated thereunder.

VII. USE OF PROCEEDS

RESOLVED, that the net proceeds from the IPO shall be used substantially as described in the Registration Statement and the Final Prospectus, including the following intended uses:

(i) Repayment of Credit Facility Indebtedness: approximately $65,000,000 to repay in full the outstanding balance on the Company's senior secured revolving credit facility with Keypoint National Bank, N.A., which facility bears interest at a variable rate based on SOFR plus 2.25% and matures on September 30, 2026, and which was used by the Company to fund ongoing operations, product development, and general working capital needs;

(ii) Product Development and R&D Investment: approximately $120,000,000 to fund the Company's product development initiatives and research and development activities, including the continued development of the Company's proprietary clinical decision support platform, expansion of the Company's data analytics capabilities, and advancement of the Company's pipeline of health technology solutions;

(iii) Potential Acquisitions and Strategic Investments: approximately $100,000,000 to fund potential acquisitions of, or strategic investments in, complementary businesses, technologies, products, or assets, although the Company has not entered into any definitive agreements with respect to any such acquisitions or investments as of the date hereof; and

(iv) General Corporate Purposes and Working Capital: the balance of the net proceeds for general corporate purposes and working capital, including sales and marketing expenditures, capital expenditures, and other operational needs.

The Committee acknowledges that the foregoing represents the Company's current intentions with respect to the use of proceeds and that the actual allocation of proceeds may vary based on the Company's evolving business needs, market conditions, and other factors.

VIII. CLOSING DELIVERABLES AUTHORIZATION

A. Officers' Certificate

RESOLVED, that Dr. Nathaniel Rourke, as Chief Executive Officer, and David Halderman, as Chief Financial Officer, are hereby authorized and directed to execute and deliver the Officers' Certificate required pursuant to Section 7(d) of the Underwriting Agreement, certifying, among other things, the accuracy of the representations and warranties of the Company contained in the Underwriting Agreement as of the closing date, the compliance by the Company with all covenants and agreements contained in the Underwriting Agreement required to be performed or satisfied on or prior to the closing date, and the absence of any material adverse effect on the Company since the date of the most recent financial statements included in the Registration Statement; and it is further

B. Secretary's Certificate

RESOLVED, that Rachel Moynihan, as General Counsel and Corporate Secretary, is hereby authorized and directed to execute and deliver the Secretary's Certificate required pursuant to the Underwriting Agreement, attaching thereto certified copies of (a) the Amended and Restated Certificate of Incorporation of the Company, as in effect on the closing date, (b) the Amended and Restated Bylaws of the Company, as in effect on the closing date, and (c) all resolutions of the Board and the stockholders of the Company authorizing the IPO and the transactions contemplated thereby, including these resolutions; and it is further

C. Good Standing Certificates

RESOLVED, that the officers of the Company are hereby authorized and directed to obtain and deliver certificates of good standing (or the equivalent) from (a) the Secretary of State of the State of Delaware, the Company's state of incorporation, and (b) the Secretary of the Commonwealth of Massachusetts, the state in which the Company's principal executive offices are located, each such certificate to be dated within five (5) business days of the applicable closing date; and it is further

D. Cross-Receipts. RESOLVED, that the officers of the Company are hereby authorized and directed to execute and deliver cross-receipts confirming delivery of shares of Common Stock against payment of the aggregate purchase price on the closing date, with the closing of the sale of the Firm Shares expected to occur on February 13, 2024 (the "Closing Date"), and with the closing of the sale of any Option Shares to occur on such date or dates as may be specified in the Underwriting Agreement following exercise of the Overallotment Option, in each case subject to the satisfaction or waiver of all conditions precedent to closing set forth in the Underwriting Agreement.

IX. GENERAL AUTHORIZATION

A. Omnibus Authorization

RESOLVED, that Dr. Nathaniel Rourke, David Halderman, and Rachel Moynihan, and each of them acting individually (and not jointly), are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, to execute, deliver, file, and/or record any and all such further documents, instruments, agreements, certificates, and other writings, and to pay all such fees, taxes, and expenses, in each case as any such officer may deem necessary, appropriate, or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions, including but not limited to: (a) the preparation and filing of any and all documents with the SEC, the NYSE, FINRA, or any other regulatory body; (b) the execution and delivery of any amendments, supplements, or modifications to the Underwriting Agreement or any related documents; (c) the execution and delivery of any powers of attorney, applications, or other instruments required in connection with the listing of the Common Stock on the NYSE; (d) the execution and delivery of any agreements with DTC or Continental Share Services, Inc. relating to the issuance and settlement of shares in connection with the IPO; and (e) the payment of all fees and expenses incurred in connection with the IPO, the execution, delivery, filing, or recording of any such document or the taking of any such action to be conclusive evidence that the same was authorized by these resolutions; and it is further

B. Ratification. RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company, or by counsel or other advisors to the Company, in connection with the IPO, the Registration Statement, the Underwriting Agreement, and the transactions contemplated hereby and thereby, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and it is further

C. Effectiveness. RESOLVED, that these resolutions shall be effective immediately upon adoption by the Committee, and shall remain in full force and effect until amended, modified, or revoked by the Committee or the Board.

The undersigned, being all of the members of the Pricing Committee of the Board of Directors of Arbor Health Technologies Inc., hereby adopt the foregoing resolutions as of the date first set forth above.

X. SIGNATURE AND ATTESTATION

IN WITNESS WHEREOF, the undersigned members of the Pricing Committee have executed these resolutions as of the 8th day of February, 2024.

MEMBERS OF THE PRICING COMMITTEE:

________________________________________

Dr. Nathaniel Rourke Co-Founder, Chairman & Chief Executive Officer Member of the Pricing Committee

Date: February 8, 2024

________________________________________

David Halderman Chief Financial Officer Member of the Pricing Committee

Date: February 8, 2024

ATTESTATION OF CORPORATE SECRETARY

I, Rachel Moynihan, General Counsel and Corporate Secretary of Arbor Health Technologies Inc., do hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Pricing Committee of the Board of Directors of Arbor Health Technologies Inc. as of February 8, 2024, and that such resolutions have not been amended, modified, or revoked and remain in full force and effect as of the date hereof.

________________________________________

Rachel Moynihan General Counsel and Corporate Secretary Arbor Health Technologies Inc.

Date: February 8, 2024

This document constitutes a confidential corporate record of Arbor Health Technologies Inc. and is subject to attorney-client privilege. Unauthorized reproduction or distribution is prohibited.

Underwriter	Number of Firm Shares	Percentage
Whitfield Barrow & Co., LLC (Lead Left Bookrunner)	10,000,000	50.0%
Calloway Pierce Securities LLC (Joint Bookrunner)	6,000,000	30.0%
Velthorn Capital Partners Inc. (Joint Bookrunner)	2,400,000	12.0%
Pemberton Wallis LLC (Co-Manager)	1,600,000	8.0%
Total	20,000,000	100.0%
Item	Base Offering	Full Overallotment	Total
Shares	20,000,000	3,000,000	23,000,000
Gross Proceeds	$400,000,000	$60,000,000	$460,000,000
Underwriting discount	$24,000,000	$3,600,000	$27,600,000
Net Proceeds (before expenses)	$376,000,000	$56,400,000	$432,400,000

RESOLUTIONS OF THE PRICING COMMITTEE OF THE BOARD OF DIRECTORS OF ARBOR HEALTH TECHNOLOGIES INC.
Adopted as of February 8, 2024
The Pricing Committee (the "Committee") of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), acting pursuant to the authority delegated to it by resolutions of the Board adopted on or about October 17, 2023 and reaffirmed by unanimous written consent of the Board on January 18, 2024, hereby adopts the following resolutions effective as of February 8, 2024.
I. RECITALS
WHEREAS, the Board previously authorized the Company to pursue an initial public offering (the "IPO") of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and the filing of a Registration Statement on Form S-1 (File No. 333-276841) with the Securities and Exchange Commission (the "SEC"), and authorized management and outside counsel to take all steps necessary and appropriate in connection therewith, including the engagement of underwriters, auditors, and other advisors;
WHEREAS, the Board delegated to the Committee the authority to determine the final public offering price per share, the number of shares of Common Stock to be sold in the offering, the underwriting discount, and to authorize the execution and delivery of the Underwriting Agreement and related documents, and to take all actions necessary or advisable in connection therewith, all as more fully described in the resolutions of the Board adopted on October 17, 2023 and reaffirmed on January 18, 2024;
WHEREAS, the Committee consists of Dr. Nathaniel Rourke (Co-Founder, Chairman & Chief Executive Officer) and David Halderman (Chief Financial Officer), each duly appointed by the Board to serve on the Committee and each having the requisite authority, experience, and familiarity with the Company's business and financial condition to make the determinations contemplated by these resolutions;
WHEREAS, the Company confidentially submitted a draft Registration Statement on Form S-1 to the SEC on November 10, 2023, responded to SEC comment letters (Round 1, consisting of 38 comments, received December 8, 2023; Round 2, consisting of 11 comments, received January 12, 2024), publicly filed the Registration Statement on January 22, 2024 with an initial estimated price range of $17.00 to $19.00 per share, and filed Amendment No. 1 to the Registration Statement on Form S-1/A on February 5, 2024, revising the estimated price range to $18.00 to $20.00 per share, which amendment incorporated revised financial disclosures, updated risk factors, and responsive revisions to all remaining SEC staff comments;
WHEREAS, the SEC declared the Registration Statement, as amended by Amendment No. 1, effective on February 8, 2024, and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC;
WHEREAS, the Company and the underwriters conducted a roadshow from January 29, 2024 through February 7, 2024, during which the Company's management made presentations to prospective investors in New York, Boston, San Francisco, Chicago, Los Angeles, London, and other financial centers, and based on the indications of interest received during the roadshow and the subsequent book-building process, the Company and the Representative of the Underwriters (as defined below) have determined that pricing the offering at the top of the revised estimated price range of $18.00 to $20.00 per share is appropriate, reflecting strong institutional investor demand and favorable market conditions;
WHEREAS, Calderwood & Harkness LLP, counsel to the Company, and Meridian Hale & Quivorn LLP, counsel to the underwriters, have negotiated the form of Underwriting Agreement (the "Underwriting Agreement") to be entered into among the Company and the several underwriters named therein, with Whitfield Barrow & Co., LLC acting as the representative (the "Representative") of the several underwriters, and the Committee has been provided with and has reviewed the substantially final form of the Underwriting Agreement;
WHEREAS, the several underwriters are: Whitfield Barrow & Co., LLC (Lead Left Bookrunner), Calloway Pierce Securities LLC (Joint Bookrunner), Velthorn Capital Partners Inc. (Joint Bookrunner), and Pemberton Wallis LLC (Co-Manager) (collectively, the "Underwriters");
WHEREAS, the Company has received authorization from the New York Stock Exchange (the "NYSE") to list the Common Stock under the ticker symbol "ARHT," subject to official notice of issuance, and the Company has satisfied all applicable listing requirements of the NYSE, including minimum share price, minimum number of publicly held shares, minimum number of holders, and minimum aggregate market value of publicly held shares;
WHEREAS, the Financial Industry Regulatory Authority ("FINRA") Corporate Financing Department has confirmed that it has no objection to the underwriting terms and arrangements as set forth in the Underwriting Agreement, including the underwriting discount, expense reimbursement, and other terms of compensation to the Underwriters;
WHEREAS, the Committee has reviewed the terms of the proposed offering and the Underwriting Agreement, has consulted with management and outside counsel, has considered the current market conditions, the Company's financial position, the demand for the Company's shares as reflected in the book-building process, and the advice of the Underwriters, and has determined that it is in the best interests of the Company and its stockholders to proceed with the IPO on the terms set forth below.
NOW, THEREFORE, BE IT RESOLVED, as follows:
II. PRICING RESOLUTIONS
A. Determination of Final Public Offering Price
RESOLVED, that the final public offering price for shares of Common Stock in the IPO is hereby fixed at $20.00 per share (the "Public Offering Price"), which represents the top of the revised estimated price range of $18.00 to $20.00 per share as set forth in Amendment No. 1 to the Registration Statement on Form S-1/A filed on February 5, 2024, and is above the midpoint of the original estimated price range of $17.00 to $19.00 per share as set forth in the Registration Statement as initially publicly filed on January 22, 2024; and it is further
B. Number of Shares — Base Offering
RESOLVED, that the number of shares of Common Stock to be offered and sold by the Company in the base offering is hereby fixed at 20,000,000 shares (the "Firm Shares"), all of which are primary shares to be newly issued by the Company, and the Committee hereby confirms that no shares are being offered on behalf of any selling stockholders and there are no secondary sales by existing stockholders in connection with the base offering; and it is further
C. Base Gross Proceeds
RESOLVED, that the aggregate gross proceeds to the Company from the sale of the Firm Shares at the Public Offering Price shall be $400,000,000 (twenty million shares multiplied by $20.00 per share), as reflected in the following calculation:
20,000,000 shares × $20.00 per share = $400,000,000
and it is further
D. Underwriting discount
RESOLVED, that the underwriting discount is hereby fixed at 6.0% of the Public Offering Price, being $1.20 per share (the "Underwriting discount"), resulting in a purchase price to the Underwriters of $18.80 per share (the Public Offering Price less the Underwriting discount), which the Committee has determined, after consultation with the Company's financial advisors and counsel, to be customary and commercially reasonable for an initial public offering of this size and nature; and it is further
E. Total Base Underwriting discount
RESOLVED, that the aggregate underwriting discount for the Firm Shares shall be $24,000,000 (twenty million shares multiplied by $1.20 per share), as reflected in the following calculation:
20,000,000 shares × $1.20 per share = $24,000,000
and it is further
F. Net Proceeds — Base Offering
RESOLVED, that the net proceeds to the Company from the sale of the Firm Shares, after deducting the aggregate underwriting discount, shall be $376,000,000 ($400,000,000 in aggregate gross proceeds less $24,000,000 in aggregate underwriting discount), before deducting estimated offering expenses of approximately $4,200,000, which expenses include SEC registration fees, FINRA filing fees, NYSE listing fees, printing and engraving costs, legal fees and expenses of Company counsel, accounting fees and expenses, transfer agent fees, and miscellaneous expenses, all as more fully described in the Registration Statement; and it is further
G. Underwriter Allocations
RESOLVED, that the allocation of the Firm Shares among the several Underwriters, and the corresponding number of shares to be purchased by each Underwriter, shall be as follows:
The foregoing allocation reflects the respective commitments of each Underwriter as set forth in Schedule I to the Underwriting Agreement and has been approved by the Representative.
III. OVERALLOTMENT OPTION RESOLUTIONS
A. Grant of Overallotment Option
RESOLVED, that the Company is hereby authorized to grant to the Underwriters an option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time within thirty (30) days from the date of the Final Prospectus (as defined below), to purchase up to 3,000,000 additional shares of Common Stock (the "Option Shares"), representing 15% of the number of Firm Shares, at the purchase price of $18.80 per share (the Public Offering Price less the Underwriting discount), solely for the purpose of covering overallotments, if any, made in connection with the offering; and it is further
B. Maximum Gross Proceeds Including Overallotment
RESOLVED, that the maximum aggregate gross proceeds from the offering, assuming full exercise of the Overallotment Option, shall be $460,000,000 (twenty-three million shares multiplied by $20.00 per share), and the maximum aggregate underwriting discount shall be $27,600,000 (twenty-three million shares multiplied by $1.20 per share), as set forth in the following summary:
and it is further
C. Authorization to Issue Option Shares
RESOLVED, that the officers of the Company are hereby authorized and directed to issue and deliver the Option Shares upon exercise of the Overallotment Option, in whole or in part, in accordance with the terms and conditions of the Underwriting Agreement, without further action by the Committee or the Board, and to take all actions necessary or appropriate to effectuate such issuance and delivery, including instructing the transfer agent and registrar to issue shares in book-entry form through The Depository Trust Company.
IV. SHARE ISSUANCE AND CAPITALIZATION RESOLUTIONS
A. Authorization of Share Issuance
RESOLVED, that the issuance of up to 23,000,000 shares of Common Stock (20,000,000 Firm Shares plus up to 3,000,000 Option Shares) in connection with the IPO is hereby authorized and approved, and that such shares, when issued and delivered against payment of the purchase price therefor as provided in the Underwriting Agreement, shall be validly issued, fully paid, and non-assessable, free and clear of all liens, encumbrances, equities, and claims, and the Committee hereby directs the officers of the Company to take all actions necessary to effectuate the issuance of such shares; and it is further
B. Post-IPO Shares Outstanding
RESOLVED, that the Committee notes for the record that following the issuance of the Firm Shares and assuming full exercise of the Overallotment Option, the total number of shares of Common Stock issued and outstanding shall be 103,000,000 shares, comprised of the following:
(i) 80,000,000 pre-IPO shares currently outstanding;
(ii) 20,000,000 Firm Shares to be newly issued in the base offering; and
(iii) 3,000,000 Option Shares to be newly issued upon full exercise of the Overallotment Option;
and it is further
C. Authorized Share Capital Confirmation
RESOLVED, that the Committee confirms that the Amended and Restated Certificate of Incorporation of the Company, in the form previously approved by the Board and the stockholders of the Company and to be filed with the Secretary of State of the State of Delaware on or prior to the closing date, authorizes the issuance of 400,000,000 shares of Common Stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share, and that the issuance of shares of Common Stock pursuant to the IPO is within such authorized share capital and does not require any further stockholder authorization or approval; and it is further
D. Transfer Agent and Registrar
RESOLVED, that Continental Share Services, Inc. is confirmed as the transfer agent and registrar for the Common Stock, and that the officers of the Company are hereby authorized and directed to instruct Continental Share Services, Inc. to issue shares of Common Stock in book-entry form through the facilities of The Depository Trust Company ("DTC") in connection with the IPO, and to take all actions necessary or appropriate to effectuate the settlement of the offering through DTC's book-entry system; and it is further
E. CUSIP.  RESOLVED, that the CUSIP number for the Common Stock is confirmed as 039217105, and the officers of the Company are authorized to take all actions necessary to ensure that such CUSIP number is properly associated with the shares of Common Stock to be issued in connection with the IPO.
V. UNDERWRITING AGREEMENT RESOLUTIONS
A. Approval of Underwriting Agreement
RESOLVED, that the form, terms, and provisions of the Underwriting Agreement, dated as of February 8, 2024, among Arbor Health Technologies Inc. (as Issuer) and Whitfield Barrow & Co., LLC (as Representative of the several Underwriters), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"), substantially in the form presented to the Committee and reviewed by the members thereof, are hereby approved in all respects, and the execution and delivery of the Underwriting Agreement on behalf of the Company is hereby authorized and approved; and it is further
B. Governing Law
RESOLVED, that the Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof, and any disputes arising under or in connection with the Underwriting Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York; and it is further
C. Authorization to Execute
RESOLVED, that Dr. Nathaniel Rourke, as Chairman and Chief Executive Officer, and David Halderman, as Chief Financial Officer, and Rachel Moynihan, as General Counsel and Corporate Secretary, each acting individually (and not jointly), are hereby authorized and directed to execute and deliver the Underwriting Agreement on behalf of the Company, with such changes, modifications, amendments, or additions thereto as the officer executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof, and any one of such officers is authorized to act alone and without the joinder of the others in executing and delivering the Underwriting Agreement; and it is further
D. Key Terms Acknowledged
RESOLVED, that the Committee hereby acknowledges and confirms the following key terms of the Underwriting Agreement, as negotiated by the Company's counsel and the underwriters' counsel:
(i) Public Offering Price: $20.00 per share;
(ii) Underwriting discount: $1.20 per share (6.0% of the Public Offering Price);
(iii) Purchase Price to Underwriters: $18.80 per share;
(iv) Firm Shares: 20,000,000 shares;
(v) Option Shares: up to 3,000,000 shares;
(vi) Lock-Up Period: 180 days from the date of the Final Prospectus (February 8, 2024), expiring August 6, 2024, applicable to approximately 80,000,000 pre-IPO shares held by approximately 45 individuals and entities, including all directors, officers, and holders of 1% or more of the outstanding Common Stock on a pre-IPO basis, subject to certain customary exceptions as set forth in the form of lock-up agreement attached as an exhibit to the Underwriting Agreement;
(vii) Indemnification: customary mutual indemnification provisions, whereby the Company will indemnify the Underwriters against certain liabilities arising from material misstatements or omissions in the Registration Statement or Prospectus (other than information provided by the Underwriters for inclusion therein), and the Underwriters will indemnify the Company against liabilities arising from information provided by the Underwriters for inclusion in the Registration Statement or Prospectus;
(viii) Conditions to Closing: customary conditions precedent, including, without limitation:
(a) delivery of legal opinions from Calderwood & Harkness LLP, as counsel to the Company, and negative assurance letters;
(b) delivery of comfort letters from Kellerman & Associates LLP, as independent registered public accounting firm of the Company, in customary form;
(c) delivery of an Officers' Certificate executed by the Chief Executive Officer and Chief Financial Officer;
(d) delivery of a Secretary's Certificate executed by the Corporate Secretary, with certified attached organizational documents;
(e) delivery of good standing certificates from the Delaware Secretary of State and the Massachusetts Secretary of the Commonwealth;
(f) no material adverse change in the condition, financial or otherwise, of the Company since the date of the most recent financial statements included in the Registration Statement;
(g) effectiveness of the Registration Statement and no issuance of any stop order; and
(h) receipt of all necessary consents and approvals, including NYSE listing authorization and FINRA clearance.
VI. PROSPECTUS AND SEC FILING RESOLUTIONS
A. Final Prospectus
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare (with the assistance of Calderwood & Harkness LLP, as counsel to the Company), finalize, and file with the SEC the final prospectus (the "Final Prospectus") pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"), reflecting the final pricing terms set forth herein, including the Public Offering Price, the number of Firm Shares, the Underwriting discount, the Overallotment Option, and all other terms determined by these resolutions, and that such Final Prospectus shall be filed with the SEC no later than February 9, 2024, in accordance with the timing requirements of Rule 424(b) under the Securities Act; and it is further
B. Prospectus Supplement upon Overallotment
RESOLVED, that upon any exercise of the Overallotment Option, in whole or in part, the officers of the Company are hereby authorized and directed to prepare and file with the SEC any required prospectus supplement or other filing reflecting such exercise, the number of Option Shares to be issued, and the resulting proceeds to the Company, in each case in compliance with the Securities Act and the rules and regulations of the SEC promulgated thereunder.
VII. USE OF PROCEEDS
RESOLVED, that the net proceeds from the IPO shall be used substantially as described in the Registration Statement and the Final Prospectus, including the following intended uses:
(i) Repayment of Credit Facility Indebtedness: approximately $65,000,000 to repay in full the outstanding balance on the Company's senior secured revolving credit facility with Keypoint National Bank, N.A., which facility bears interest at a variable rate based on SOFR plus 2.25% and matures on September 30, 2026, and which was used by the Company to fund ongoing operations, product development, and general working capital needs;
(ii) Product Development and R&D Investment: approximately $120,000,000 to fund the Company's product development initiatives and research and development activities, including the continued development of the Company's proprietary clinical decision support platform, expansion of the Company's data analytics capabilities, and advancement of the Company's pipeline of health technology solutions;
(iii) Potential Acquisitions and Strategic Investments: approximately $100,000,000 to fund potential acquisitions of, or strategic investments in, complementary businesses, technologies, products, or assets, although the Company has not entered into any definitive agreements with respect to any such acquisitions or investments as of the date hereof; and
(iv) General Corporate Purposes and Working Capital: the balance of the net proceeds for general corporate purposes and working capital, including sales and marketing expenditures, capital expenditures, and other operational needs.
The Committee acknowledges that the foregoing represents the Company's current intentions with respect to the use of proceeds and that the actual allocation of proceeds may vary based on the Company's evolving business needs, market conditions, and other factors.
VIII. CLOSING DELIVERABLES AUTHORIZATION
A. Officers' Certificate
RESOLVED, that Dr. Nathaniel Rourke, as Chief Executive Officer, and David Halderman, as Chief Financial Officer, are hereby authorized and directed to execute and deliver the Officers' Certificate required pursuant to Section 7(d) of the Underwriting Agreement, certifying, among other things, the accuracy of the representations and warranties of the Company contained in the Underwriting Agreement as of the closing date, the compliance by the Company with all covenants and agreements contained in the Underwriting Agreement required to be performed or satisfied on or prior to the closing date, and the absence of any material adverse effect on the Company since the date of the most recent financial statements included in the Registration Statement; and it is further
B. Secretary's Certificate
RESOLVED, that Rachel Moynihan, as General Counsel and Corporate Secretary, is hereby authorized and directed to execute and deliver the Secretary's Certificate required pursuant to the Underwriting Agreement, attaching thereto certified copies of (a) the Amended and Restated Certificate of Incorporation of the Company, as in effect on the closing date, (b) the Amended and Restated Bylaws of the Company, as in effect on the closing date, and (c) all resolutions of the Board and the stockholders of the Company authorizing the IPO and the transactions contemplated thereby, including these resolutions; and it is further
C. Good Standing Certificates
RESOLVED, that the officers of the Company are hereby authorized and directed to obtain and deliver certificates of good standing (or the equivalent) from (a) the Secretary of State of the State of Delaware, the Company's state of incorporation, and (b) the Secretary of the Commonwealth of Massachusetts, the state in which the Company's principal executive offices are located, each such certificate to be dated within five (5) business days of the applicable closing date; and it is further
D. Cross-Receipts.  RESOLVED, that the officers of the Company are hereby authorized and directed to execute and deliver cross-receipts confirming delivery of shares of Common Stock against payment of the aggregate purchase price on the closing date, with the closing of the sale of the Firm Shares expected to occur on February 13, 2024 (the "Closing Date"), and with the closing of the sale of any Option Shares to occur on such date or dates as may be specified in the Underwriting Agreement following exercise of the Overallotment Option, in each case subject to the satisfaction or waiver of all conditions precedent to closing set forth in the Underwriting Agreement.
IX. GENERAL AUTHORIZATION
A. Omnibus Authorization
RESOLVED, that Dr. Nathaniel Rourke, David Halderman, and Rachel Moynihan, and each of them acting individually (and not jointly), are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, to execute, deliver, file, and/or record any and all such further documents, instruments, agreements, certificates, and other writings, and to pay all such fees, taxes, and expenses, in each case as any such officer may deem necessary, appropriate, or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions, including but not limited to: (a) the preparation and filing of any and all documents with the SEC, the NYSE, FINRA, or any other regulatory body; (b) the execution and delivery of any amendments, supplements, or modifications to the Underwriting Agreement or any related documents; (c) the execution and delivery of any powers of attorney, applications, or other instruments required in connection with the listing of the Common Stock on the NYSE; (d) the execution and delivery of any agreements with DTC or Continental Share Services, Inc. relating to the issuance and settlement of shares in connection with the IPO; and (e) the payment of all fees and expenses incurred in connection with the IPO, the execution, delivery, filing, or recording of any such document or the taking of any such action to be conclusive evidence that the same was authorized by these resolutions; and it is further
B. Ratification.  RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company, or by counsel or other advisors to the Company, in connection with the IPO, the Registration Statement, the Underwriting Agreement, and the transactions contemplated hereby and thereby, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and it is further
C. Effectiveness.  RESOLVED, that these resolutions shall be effective immediately upon adoption by the Committee, and shall remain in full force and effect until amended, modified, or revoked by the Committee or the Board.
The undersigned, being all of the members of the Pricing Committee of the Board of Directors of Arbor Health Technologies Inc., hereby adopt the foregoing resolutions as of the date first set forth above.
X. SIGNATURE AND ATTESTATION
IN WITNESS WHEREOF, the undersigned members of the Pricing Committee have executed these resolutions as of the 8th day of February, 2024.
MEMBERS OF THE PRICING COMMITTEE:
________________________________________
Dr. Nathaniel Rourke Co-Founder, Chairman & Chief Executive Officer Member of the Pricing Committee
Date: February 8, 2024
________________________________________
David Halderman Chief Financial Officer Member of the Pricing Committee
Date: February 8, 2024
ATTESTATION OF CORPORATE SECRETARY
I, Rachel Moynihan, General Counsel and Corporate Secretary of Arbor Health Technologies Inc., do hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Pricing Committee of the Board of Directors of Arbor Health Technologies Inc. as of February 8, 2024, and that such resolutions have not been amended, modified, or revoked and remain in full force and effect as of the date hereof.
________________________________________
Rachel Moynihan General Counsel and Corporate Secretary Arbor Health Technologies Inc.
Date: February 8, 2024
This document constitutes a confidential corporate record of Arbor Health Technologies Inc. and is subject to attorney-client privilege. Unauthorized reproduction or distribution is prohibited.
Underwriter | Number of Firm Shares | Percentage
Whitfield Barrow & Co., LLC (Lead Left Bookrunner) | 10,000,000 | 50.0%
Calloway Pierce Securities LLC (Joint Bookrunner) | 6,000,000 | 30.0%
Velthorn Capital Partners Inc. (Joint Bookrunner) | 2,400,000 | 12.0%
Pemberton Wallis LLC (Co-Manager) | 1,600,000 | 8.0%
Total | 20,000,000 | 100.0%
Item | Base Offering | Full Overallotment | Total
Shares | 20,000,000 | 3,000,000 | 23,000,000
Gross Proceeds | $400,000,000 | $60,000,000 | $460,000,000
Underwriting discount | $24,000,000 | $3,600,000 | $27,600,000
Net Proceeds (before expenses) | $376,000,000 | $56,400,000 | $432,400,000

RESOLUTIONS OF THE PRICING COMMITTEE OF THE BOARD OF DIRECTORS OF ARBOR HEALTH TECHNOLOGIES INC.

I. RECITALS

II. PRICING RESOLUTIONS

III. OVERALLOTMENT OPTION RESOLUTIONS

IV. SHARE ISSUANCE AND CAPITALIZATION RESOLUTIONS

V. UNDERWRITING AGREEMENT RESOLUTIONS

VI. PROSPECTUS AND SEC FILING RESOLUTIONS

VII. USE OF PROCEEDS

VIII. CLOSING DELIVERABLES AUTHORIZATION

IX. GENERAL AUTHORIZATION

X. SIGNATURE AND ATTESTATION

MEMBERS OF THE PRICING COMMITTEE:

ATTESTATION OF CORPORATE SECRETARY

Record

Parties

Dates

Amounts