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CONFIDENTIAL — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

ARBOR HEALTH TECHNOLOGIES INC. a Delaware corporation

RESOLUTIONS OF THE BOARD OF DIRECTORS

Adopted by Unanimous Written Consent June 18, 2024

Resolution No. AHT-BOD-2024-017

Prepared by Calderwood & Harkness LLP 100 Federal Street, Suite 3400, Boston, MA 02110 C&H Matter No. 1010-00006

RECITALS

The undersigned, constituting all of the members of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive office located at 400 Seaport Boulevard, Suite 1200, Boston, Massachusetts 02210 (the "Company" or "AHT"), and its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, c/o Horizon Registered Agents Inc. (EIN: 83-2941076), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), hereby adopt the following resolutions by unanimous written consent, effective as of June 18, 2024, without the necessity of a meeting and without prior notice:

WHEREAS, AHT is a healthcare-services and software-as-a-service ("SaaS") company engaged in the development, marketing, and delivery of predictive-analytics tools and related data-driven solutions designed for health systems, commercial and government payers, and employer-sponsored health benefit plans across the United States;

WHEREAS, the Company currently generates annualized recurring revenue ("ARR") of approximately Sixty-Two Million Dollars ($62,000,000) from its existing customer base and platform subscriptions;

WHEREAS, AHT was acquired in 2021 by Cedarpoint Capital Partners Fund IV, L.P., a Delaware limited partnership managed by Cedarpoint Capital Management LLC, with its principal office at 301 Tresser Boulevard, Suite 1500, Stamford, Connecticut 06901 (collectively, the "Sponsor" or "Cedarpoint"), in a transaction valued at approximately One Hundred Eighty-Five Million Dollars ($185,000,000);

WHEREAS, the Company's management team includes Dr. Priya Narayanan, who serves as Chief Executive Officer, Helen Tsao, Esq., who serves as General Counsel and Corporate Secretary, and Marcus Ellison, who serves as Chief Data Officer, each of whom has been involved in the evaluation, structuring, and negotiation of the proposed transaction described herein;

WHEREAS, the Company desires to enter into a Data License Agreement (the "Agreement," reference number AHT-PCA-DLA-2024-001) with Pinnacle Claims Analytics LLC, a Delaware limited liability company with its principal office at 3100 West End Avenue, Suite 800, Nashville, Tennessee 37203 ("PCA" or the "Licensor"), pursuant to which PCA will grant the Company an inbound, non-exclusive license to receive, access, and use certain de-identified healthcare claims data, as more fully described herein and in the Agreement;

WHEREAS, the licensed dataset to be made available to AHT under the Agreement (the "Licensed Data") consists of longitudinal, de-identified healthcare claims data covering approximately eighty-five million (85,000,000) unique de-identified patient records and approximately three billion four hundred million (3,400,000,000) individual claim lines across professional, facility, pharmacy, and ancillary claims categories, encompassing commercial, Medicare Advantage, and Medicaid managed-care lines of business, and spanning the period from January 1, 2016 through December 31, 2023, as further described in Exhibit A (Data Description & Specifications) and Exhibit B (Data Dictionary) to the Agreement;

WHEREAS, PCA has represented and warranted that the Licensed Data has been de-identified in compliance with both the Safe Harbor method set forth in 45 C.F.R. § 164.514(b)(2) and the Expert Determination method set forth in 45 C.F.R. § 164.514(b)(1) under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, "HIPAA"), and that the Licensed Data does not constitute "protected health information" as defined by HIPAA;

WHEREAS, AHT intends to integrate the Licensed Data into its proprietary predictive-analytics platform, branded as "Arbor Insights™," for the purposes of internal analytics, machine-learning model training and validation, product development and enhancement, benchmarking, and integration into the Company's SaaS platform offerings delivered to customers, all in accordance with the permitted uses described in the Agreement;

WHEREAS, the Chief Data Officer, Marcus Ellison, has presented to the Board a detailed memorandum dated June 10, 2024 (the "CDO Memo"), outlining the strategic rationale for the proposed data license, including the expected enhancements to the Company's predictive-model accuracy, expansion of the Company's addressable market, and projected incremental revenue attributable to the Licensed Data over the initial five-year license term;

WHEREAS, the total license fee payable by AHT to PCA under the Agreement is Nine Million Dollars ($9,000,000), payable in three installments as follows:

(i) a signing payment of Three Million Six Hundred Thousand Dollars ($3,600,000), representing forty percent (40%) of the total license fee, due and payable upon execution of the Agreement (the "Signing Payment");

(ii) a second installment payment of Two Million Seven Hundred Thousand Dollars ($2,700,000), representing thirty percent (30%) of the total license fee, due and payable on January 1, 2025; and

(iii) a final installment payment of Two Million Seven Hundred Thousand Dollars ($2,700,000), representing thirty percent (30%) of the total license fee, due and payable on July 1, 2025;

WHEREAS, the Agreement provides for an initial license term of five (5) years commencing on July 1, 2024 and expiring on June 30, 2029 (the "Initial Term"), with two (2) successive two (2)-year renewal options exercisable at the Company's sole election (each, a "Renewal Term"), potentially extending the maximum license term through June 30, 2033;

WHEREAS, the Agreement provides for quarterly data refreshes for a period of thirty-six (36) months following the Effective Date (July 1, 2024), such refreshes to be included in the license fee at no additional cost to the Company, and, in the event the Company elects to exercise a Renewal Term, post-term data refreshes will be provided at a fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per quarter (annualized at One Million Five Hundred Thousand Dollars ($1,500,000));

WHEREAS, pursuant to the governance arrangements between the Company and the Sponsor, as set forth in the Second Amended and Restated Stockholders Agreement dated November 15, 2021 and the Company's Amended and Restated Bylaws (collectively, the "Governance Documents"), expenditures in excess of Five Million Dollars ($5,000,000) in the aggregate for any single transaction or series of related transactions require the prior approval of the Board of Directors, and the proposed aggregate license fee of Nine Million Dollars ($9,000,000) payable under the Agreement exceeds such threshold, thereby necessitating formal Board authorization;

WHEREAS, Daniel Fong, Operating Partner of Cedarpoint Capital Management LLC, acting in his capacity as board observer on behalf of the Sponsor pursuant to Section 3.4 of the Second Amended and Restated Stockholders Agreement, has been consulted regarding the proposed transaction through multiple meetings and correspondence with Company management, including participation in a detailed due diligence review session held on June 6, 2024, and has indicated the Sponsor's support for and non-objection to the Board's approval of the proposed transaction;

WHEREAS, the Company maintains a Seventy-Five Million Dollar ($75,000,000) senior secured revolving credit facility (the "Credit Facility") with Lakeshore National Bank, a nationally chartered banking institution with offices at 200 South Wacker Drive, Suite 3000, Chicago, Illinois 60606 ("Lakeshore" or the "Administrative Agent"), pursuant to a Credit Agreement dated as of March 15, 2022 (as amended by that certain First Amendment to Credit Agreement dated June 1, 2023, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, Section 7.12 of the Credit Agreement (Intellectual Property Covenants) requires the Company to deliver not fewer than fifteen (15) business days' prior written notice to the Administrative Agent before entering into any license agreement involving intellectual property or data assets where the aggregate expenditure exceeds Three Million Dollars ($3,000,000), and the proposed Nine Million Dollar ($9,000,000) license fee under the Agreement exceeds such covenant threshold;

WHEREAS, the Company has engaged Calderwood & Harkness LLP, 100 Federal Street, Suite 3400, Boston, Massachusetts 02110 ("C&H"), as the Company's outside transaction counsel to represent the Company as licensee in the negotiation, documentation, review, and closing of the Agreement and all ancillary documents and instruments related thereto (C&H Matter No. 1010-00006);

WHEREAS, the Company's regular outside privacy counsel, Whitfield & Ames, P.C., 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109 ("W&A"), has conducted a preliminary privacy-risk assessment of the proposed transaction, the Licensed Data, and PCA's de-identification methodologies, and has delivered to the Company a written memorandum dated June 3, 2024 (the "Privacy Assessment"), which informed the Company's decision to pursue the license and which identified no material impediments to the Company's intended use of the Licensed Data, subject to the implementation of certain recommended data-governance safeguards and contractual protections, substantially all of which have been incorporated into the Agreement;

WHEREAS, the Company and PCA entered into a Mutual Non-Disclosure Agreement dated May 13, 2024 (reference number AHT-PCA-NDA-2024-001) (the "Mutual NDA"), governing the exchange of confidential and proprietary information between the parties in connection with the evaluation, negotiation, and documentation of the proposed data license transaction; and

WHEREAS, the Board has reviewed and considered the CDO Memo, the Privacy Assessment, the terms and conditions of the Agreement (including all exhibits thereto), the financial terms and payment schedule, the compliance implications under the Credit Agreement, the governance requirements under the Governance Documents, the representations of management, and the advice of outside counsel, and the Board has determined that the entry into the Agreement on the terms described herein is in the best interests of the Company and its stockholders.

OPERATIVE RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1: Approval of the Data License Agreement

RESOLVED, that the Board of Directors of the Company hereby approves, authorizes, and ratifies the Company's entry into the Data License Agreement with Pinnacle Claims Analytics LLC (reference number AHT-PCA-DLA-2024-001), substantially in the form of the draft presented to the Board and attached hereto as Annex I (as circulated to each member of the Board via electronic mail on June 14, 2024), together with all exhibits, schedules, and annexes thereto, including without limitation:

(a) Exhibit A — Data Description & Specifications;

(b) Exhibit B — Data Dictionary; and

with such changes, amendments, modifications, or supplements to the Agreement and its exhibits as the Authorized Officers (as defined in Resolution 3 below) may approve in their reasonable business judgment, such approval to be conclusively evidenced by the execution and delivery thereof by any Authorized Officer on behalf of the Company.

Resolution 2: Approval of the $9,000,000 License Fee Expenditure

RESOLVED, that the Board of Directors hereby approves the total expenditure of Nine Million Dollars ($9,000,000) in license fees payable by the Company to PCA under the Agreement, to be disbursed in the following installments from the Company's operating accounts:

(i) Three Million Six Hundred Thousand Dollars ($3,600,000) at execution of the Agreement (the "Signing Payment"), representing forty percent (40%) of the total license fee;

(ii) Two Million Seven Hundred Thousand Dollars ($2,700,000) due on or before January 1, 2025, representing thirty percent (30%) of the total license fee; and

(iii) Two Million Seven Hundred Thousand Dollars ($2,700,000) due on or before July 1, 2025, representing the final thirty percent (30%) of the total license fee;

and it is further RESOLVED, that the Board hereby acknowledges that the aggregate expenditure of Nine Million Dollars ($9,000,000) exceeds the Five Million Dollar ($5,000,000) threshold requiring board-level approval under Section 4.2(a)(iii) of the Second Amended and Restated Stockholders Agreement and the corresponding provisions of the Company's Amended and Restated Bylaws, and this Resolution 2, together with the other resolutions adopted herein, satisfies such governance requirement in all respects; and it is further RESOLVED, that the Company's Chief Financial Officer and Controller are hereby authorized and directed to accrue and disburse the foregoing installment payments in accordance with the payment schedule set forth in the Agreement and to record such expenditures in the Company's books and records in compliance with generally accepted accounting principles as applied by the Company.

Resolution 3: Authorization of Officers to Execute and Deliver

RESOLVED, that Dr. Priya Narayanan, in her capacity as Chief Executive Officer of the Company, and Helen Tsao, Esq., in her capacity as General Counsel and Corporate Secretary of the Company (each, an "Authorized Officer," and together, the "Authorized Officers"), are each hereby authorized, empowered, and directed, acting individually or jointly, to:

(a) negotiate, finalize, execute, and deliver, on behalf of and in the name of the Company, the Agreement and all ancillary documents, instruments, certificates, and agreements required or contemplated thereby, including without limitation the Officer's Certificate to be delivered by the Company at closing, any data transfer agreements, data processing addenda, or similar documents, and any amendments or side letters to the Agreement;

(b) authorize, approve, and direct the payment of the Signing Payment of Three Million Six Hundred Thousand Dollars ($3,600,000) and all subsequent installment payments in accordance with the payment schedule set forth in the Agreement, and to provide such payment instructions as may be necessary to the Company's banking institutions to effectuate such payments by wire transfer or other method acceptable to the parties;

(c) prepare, execute, and deliver the required lender notice to Lakeshore National Bank, in its capacity as Administrative Agent under the Credit Agreement, disclosing the Company's entry into the Agreement and the material IP license expenditure, in compliance with Section 7.12 of the Credit Agreement, and to respond to any inquiries from the Administrative Agent or any lender under the Credit Facility in connection therewith;

(d) execute and deliver insurance certificates, evidence of coverage, and any other closing deliverables required under the Agreement or reasonably requested by PCA in connection with the closing;

(e) engage, retain, and direct outside counsel, consultants, advisors, and other professionals, including Calderwood & Harkness LLP and Whitfield & Ames, P.C., as may be necessary or advisable in connection with the closing of the Agreement and the implementation of the transactions contemplated thereby; and

(f) take any and all other actions, and execute and deliver any and all other documents, instruments, certificates, notices, and agreements, as such Authorized Officers may deem necessary, advisable, or appropriate to carry out the intent and purposes of these resolutions and the transactions contemplated hereby, the taking of any such action or the execution and delivery of any such document to be conclusive evidence of such Authorized Officer's determination that such action or document is necessary, advisable, or appropriate.

Resolution 4: Authorization and Direction to Deliver Lender Notice

RESOLVED, that the Authorized Officers are hereby specifically authorized, empowered, and directed to prepare and deliver written notice (the "Lender Notice") to Lakeshore National Bank, in its capacity as Administrative Agent under the Credit Agreement, at its notice address set forth in the Credit Agreement (200 South Wacker Drive, Suite 3000, Chicago, Illinois 60606, Attention: Portfolio Management — Arbor Health Technologies Inc.), disclosing (i) the Company's intention to enter into the Agreement with PCA, (ii) the nature and scope of the Licensed Data to be acquired under the Agreement, (iii) the aggregate expenditure of Nine Million Dollars ($9,000,000) in license fees, and (iv) such other information as may be required by Section 7.12 of the Credit Agreement or as may be reasonably requested by the Administrative Agent; and it is further RESOLVED, that the Lender Notice shall be delivered to the Administrative Agent at least fifteen (15) business days prior to the Company's execution of the Agreement, and the Authorized Officers are directed to coordinate the timing of the execution and closing of the Agreement to ensure full compliance with the notice requirements of the Credit Agreement; and it is further RESOLVED, that in the event the Administrative Agent or any lender under the Credit Facility raises any objection, inquiry, or request for additional information in response to the Lender Notice, the Authorized Officers are authorized to respond to such communications and to negotiate any necessary modifications to the terms of the Agreement or the Credit Agreement to resolve such matters, provided that any modification to the Credit Agreement shall require separate Board authorization to the extent required by the Governance Documents or applicable law.

Resolution 5: Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by any officer, director, employee, or authorized representative of the Company in connection with the evaluation, negotiation, structuring, and documentation of the Agreement and the transactions contemplated thereby, and all actions taken in preparation for the consummation thereof, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company, including without limitation the following:

(a) the execution and delivery of the Mutual Non-Disclosure Agreement dated May 13, 2024 (reference number AHT-PCA-NDA-2024-001) between the Company and PCA;

(b) the engagement of Calderwood & Harkness LLP as outside transaction counsel to the Company in connection with the Agreement (C&H Matter No. 1010-00006);

(c) the consultation with and engagement of Whitfield & Ames, P.C. as outside privacy counsel for the purpose of conducting the preliminary privacy-risk assessment of the proposed transaction and the Licensed Data;

(d) the preparation and distribution of the CDO Memo by Marcus Ellison, Chief Data Officer, to the members of the Board;

(e) all negotiations, discussions, and correspondence between the Company's officers, employees, and advisors, on the one hand, and PCA and its representatives, on the other hand, regarding the terms of the Agreement; and

(f) all other actions taken by any officer, director, or authorized representative of the Company in furtherance of the foregoing.

Resolution 6: General Authorization

RESOLVED, that the Authorized Officers are hereby further authorized, empowered, and directed to take such further actions and to execute and deliver such further documents, instruments, certificates, notices, consents, and agreements as may be necessary, advisable, or appropriate, in the sole judgment of such Authorized Officers, to effectuate the purpose and intent of the foregoing resolutions and the transactions contemplated hereby, including without limitation:

(a) any amendments, modifications, supplements, waivers, or side letters to the Agreement that do not (1) increase the total consideration payable by the Company in excess of Nine Million Dollars ($9,000,000) (exclusive of any renewal-term refresh fees that may be incurred at the Company's election), (2) materially alter the scope of permitted uses of the Licensed Data, (3) materially shorten the Initial Term of the Agreement, or (4) materially alter the indemnification, limitation-of-liability, or termination provisions of the Agreement in a manner adverse to the Company;

(b) any notices, filings, or registrations with governmental authorities, regulatory bodies, or third parties as may be required or advisable in connection with the transactions contemplated by the Agreement; and

(c) any other actions or documents that may be required by the terms of the Agreement or that are otherwise necessary or desirable to consummate the transactions contemplated hereby;

all without further action of the Board of Directors, and the taking of any such action shall be conclusive evidence of the Board's authorization thereof.

EFFECTIVENESS

These resolutions are adopted by the unanimous written consent of all members of the Board of Directors of Arbor Health Technologies Inc. as of June 18, 2024, without a meeting, without prior notice, and without a vote, pursuant to Section 141(f) of the Delaware General Corporation Law, which permits any action required or permitted to be taken at a meeting of the Board of Directors to be taken without a meeting if all members of the Board consent thereto in writing. These resolutions shall have the same force and effect as if duly adopted at a meeting of the Board of Directors duly called and held, at which a quorum was present and acting throughout, and at which all directors voted in favor of such resolutions.

This unanimous written consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by electronic transmission (including by portable document format (.pdf) or other electronic means) shall be deemed to constitute due and sufficient delivery of such counterpart.

IN WITNESS WHEREOF, the undersigned directors of Arbor Health Technologies Inc. have executed this Unanimous Written Consent of the Board of Directors as of the date first set forth above.

DIRECTORS:

By: ________

Name: Dr. Priya Narayanan

Title: Director; Chief Executive Officer

Date: ________

By: ________

Name: Jonathan M. Hartwell

Title: Director (Cedarpoint Designee)

Date: ________

By: ________

Name: Sarah K. Livingston

Title: Director (Cedarpoint Designee)

Date: ________

By: ________

Name: Dr. Rebecca Chin

Title: Independent Director

Date: ________

By: ________

Name: Thomas P. Gallagher

Title: Independent Director

Date: ________

BOARD OBSERVER ACKNOWLEDGMENT

The undersigned, Daniel Fong, Operating Partner of Cedarpoint Capital Management LLC, in his capacity as board observer on behalf of Cedarpoint Capital Partners Fund IV, L.P. (the "Sponsor"), hereby acknowledges that (i) he has been consulted regarding the proposed Data License Agreement between Arbor Health Technologies Inc. and Pinnacle Claims Analytics LLC and the transactions contemplated thereby, (ii) he has reviewed the terms of the Agreement and the resolutions set forth above, and (iii) the Sponsor's approval requirement under the governance arrangements between the Company and the Sponsor, as applicable to expenditures in excess of Five Million Dollars ($5,000,000), has been satisfied by the adoption of the foregoing resolutions.

This acknowledgment is provided for informational purposes and to confirm compliance with the Governance Documents. The undersigned is executing this acknowledgment solely in his capacity as board observer and not as a director of the Company, and this acknowledgment shall not be construed to confer upon the undersigned any rights, duties, or obligations of a director under the DGCL or otherwise.

BOARD OBSERVER:

By: ________

Name: Daniel Fong

Title: Operating Partner, Cedarpoint Capital Management LLC

Board Observer, Arbor Health Technologies Inc.

Date: ________

SECRETARY'S CERTIFICATE

CERTIFICATE OF THE SECRETARY OF ARBOR HEALTH TECHNOLOGIES INC.

I, Helen Tsao, hereby certify that I am the duly appointed, qualified, and acting General Counsel and Corporate Secretary of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and that, in such capacity, I have custody of the Company's corporate records, including without limitation the minute books, stock ledger, and corporate seal of the Company.

I further certify as follows:

1. The foregoing Resolutions of the Board of Directors (Resolution No. AHT-BOD-2024-017) were duly adopted by unanimous written consent of all members of the Board of Directors of the Company on June 18, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law, without the necessity of a meeting and without prior notice.

2. As of the date of adoption of such resolutions, the Board of Directors consisted of five (5) members, all of whom executed the unanimous written consent.

3. The foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded, and remain in full force and effect as of the date hereof.

4. Each of the persons named in the resolutions as an Authorized Officer holds the office and title set forth opposite her name in such resolutions, and the signature of each such person appearing on any document executed in connection with the resolutions is her genuine signature.

5. This certificate is being delivered in connection with, and may be relied upon by the parties to, the Data License Agreement between the Company and Pinnacle Claims Analytics LLC (reference number AHT-PCA-DLA-2024-001).

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of this _ day of ___, 2024.

________________________________________

Helen Tsao, Esq. General Counsel and Corporate Secretary Arbor Health Technologies Inc.

[Corporate Seal]

Calderwood & Harkness LLP — C&H Matter No. 1010-00006 — This document was prepared by outside counsel at the direction of the Company and is subject to the attorney-client privilege and the work-product doctrine.

CONFIDENTIAL — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
ARBOR HEALTH TECHNOLOGIES INC. a Delaware corporation
RESOLUTIONS OF THE BOARD OF DIRECTORS
Adopted by Unanimous Written Consent June 18, 2024
Resolution No. AHT-BOD-2024-017
Prepared by Calderwood & Harkness LLP 100 Federal Street, Suite 3400, Boston, MA 02110 C&H Matter No. 1010-00006
RECITALS
The undersigned, constituting all of the members of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive office located at 400 Seaport Boulevard, Suite 1200, Boston, Massachusetts 02210 (the "Company" or "AHT"), and its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, c/o Horizon Registered Agents Inc. (EIN: 83-2941076), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), hereby adopt the following resolutions by unanimous written consent, effective as of June 18, 2024, without the necessity of a meeting and without prior notice:
WHEREAS, AHT is a healthcare-services and software-as-a-service ("SaaS") company engaged in the development, marketing, and delivery of predictive-analytics tools and related data-driven solutions designed for health systems, commercial and government payers, and employer-sponsored health benefit plans across the United States;
WHEREAS, the Company currently generates annualized recurring revenue ("ARR") of approximately Sixty-Two Million Dollars ($62,000,000) from its existing customer base and platform subscriptions;
WHEREAS, AHT was acquired in 2021 by Cedarpoint Capital Partners Fund IV, L.P., a Delaware limited partnership managed by Cedarpoint Capital Management LLC, with its principal office at 301 Tresser Boulevard, Suite 1500, Stamford, Connecticut 06901 (collectively, the "Sponsor" or "Cedarpoint"), in a transaction valued at approximately One Hundred Eighty-Five Million Dollars ($185,000,000);
WHEREAS, the Company's management team includes Dr. Priya Narayanan, who serves as Chief Executive Officer, Helen Tsao, Esq., who serves as General Counsel and Corporate Secretary, and Marcus Ellison, who serves as Chief Data Officer, each of whom has been involved in the evaluation, structuring, and negotiation of the proposed transaction described herein;
WHEREAS, the Company desires to enter into a Data License Agreement (the "Agreement," reference number AHT-PCA-DLA-2024-001) with Pinnacle Claims Analytics LLC, a Delaware limited liability company with its principal office at 3100 West End Avenue, Suite 800, Nashville, Tennessee 37203 ("PCA" or the "Licensor"), pursuant to which PCA will grant the Company an inbound, non-exclusive license to receive, access, and use certain de-identified healthcare claims data, as more fully described herein and in the Agreement;
WHEREAS, the licensed dataset to be made available to AHT under the Agreement (the "Licensed Data") consists of longitudinal, de-identified healthcare claims data covering approximately eighty-five million (85,000,000) unique de-identified patient records and approximately three billion four hundred million (3,400,000,000) individual claim lines across professional, facility, pharmacy, and ancillary claims categories, encompassing commercial, Medicare Advantage, and Medicaid managed-care lines of business, and spanning the period from January 1, 2016 through December 31, 2023, as further described in Exhibit A (Data Description & Specifications) and Exhibit B (Data Dictionary) to the Agreement;
WHEREAS, PCA has represented and warranted that the Licensed Data has been de-identified in compliance with both the Safe Harbor method set forth in 45 C.F.R. § 164.514(b)(2) and the Expert Determination method set forth in 45 C.F.R. § 164.514(b)(1) under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, "HIPAA"), and that the Licensed Data does not constitute "protected health information" as defined by HIPAA;
WHEREAS, AHT intends to integrate the Licensed Data into its proprietary predictive-analytics platform, branded as "Arbor Insights™," for the purposes of internal analytics, machine-learning model training and validation, product development and enhancement, benchmarking, and integration into the Company's SaaS platform offerings delivered to customers, all in accordance with the permitted uses described in the Agreement;
WHEREAS, the Chief Data Officer, Marcus Ellison, has presented to the Board a detailed memorandum dated June 10, 2024 (the "CDO Memo"), outlining the strategic rationale for the proposed data license, including the expected enhancements to the Company's predictive-model accuracy, expansion of the Company's addressable market, and projected incremental revenue attributable to the Licensed Data over the initial five-year license term;
WHEREAS, the total license fee payable by AHT to PCA under the Agreement is Nine Million Dollars ($9,000,000), payable in three installments as follows:
(i) a signing payment of Three Million Six Hundred Thousand Dollars ($3,600,000), representing forty percent (40%) of the total license fee, due and payable upon execution of the Agreement (the "Signing Payment");
(ii) a second installment payment of Two Million Seven Hundred Thousand Dollars ($2,700,000), representing thirty percent (30%) of the total license fee, due and payable on January 1, 2025; and
(iii) a final installment payment of Two Million Seven Hundred Thousand Dollars ($2,700,000), representing thirty percent (30%) of the total license fee, due and payable on July 1, 2025;
WHEREAS, the Agreement provides for an initial license term of five (5) years commencing on July 1, 2024 and expiring on June 30, 2029 (the "Initial Term"), with two (2) successive two (2)-year renewal options exercisable at the Company's sole election (each, a "Renewal Term"), potentially extending the maximum license term through June 30, 2033;
WHEREAS, the Agreement provides for quarterly data refreshes for a period of thirty-six (36) months following the Effective Date (July 1, 2024), such refreshes to be included in the license fee at no additional cost to the Company, and, in the event the Company elects to exercise a Renewal Term, post-term data refreshes will be provided at a fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per quarter (annualized at One Million Five Hundred Thousand Dollars ($1,500,000));
WHEREAS, pursuant to the governance arrangements between the Company and the Sponsor, as set forth in the Second Amended and Restated Stockholders Agreement dated November 15, 2021 and the Company's Amended and Restated Bylaws (collectively, the "Governance Documents"), expenditures in excess of Five Million Dollars ($5,000,000) in the aggregate for any single transaction or series of related transactions require the prior approval of the Board of Directors, and the proposed aggregate license fee of Nine Million Dollars ($9,000,000) payable under the Agreement exceeds such threshold, thereby necessitating formal Board authorization;
WHEREAS, Daniel Fong, Operating Partner of Cedarpoint Capital Management LLC, acting in his capacity as board observer on behalf of the Sponsor pursuant to Section 3.4 of the Second Amended and Restated Stockholders Agreement, has been consulted regarding the proposed transaction through multiple meetings and correspondence with Company management, including participation in a detailed due diligence review session held on June 6, 2024, and has indicated the Sponsor's support for and non-objection to the Board's approval of the proposed transaction;
WHEREAS, the Company maintains a Seventy-Five Million Dollar ($75,000,000) senior secured revolving credit facility (the "Credit Facility") with Lakeshore National Bank, a nationally chartered banking institution with offices at 200 South Wacker Drive, Suite 3000, Chicago, Illinois 60606 ("Lakeshore" or the "Administrative Agent"), pursuant to a Credit Agreement dated as of March 15, 2022 (as amended by that certain First Amendment to Credit Agreement dated June 1, 2023, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, Section 7.12 of the Credit Agreement (Intellectual Property Covenants) requires the Company to deliver not fewer than fifteen (15) business days' prior written notice to the Administrative Agent before entering into any license agreement involving intellectual property or data assets where the aggregate expenditure exceeds Three Million Dollars ($3,000,000), and the proposed Nine Million Dollar ($9,000,000) license fee under the Agreement exceeds such covenant threshold;
WHEREAS, the Company has engaged Calderwood & Harkness LLP, 100 Federal Street, Suite 3400, Boston, Massachusetts 02110 ("C&H"), as the Company's outside transaction counsel to represent the Company as licensee in the negotiation, documentation, review, and closing of the Agreement and all ancillary documents and instruments related thereto (C&H Matter No. 1010-00006);
WHEREAS, the Company's regular outside privacy counsel, Whitfield & Ames, P.C., 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109 ("W&A"), has conducted a preliminary privacy-risk assessment of the proposed transaction, the Licensed Data, and PCA's de-identification methodologies, and has delivered to the Company a written memorandum dated June 3, 2024 (the "Privacy Assessment"), which informed the Company's decision to pursue the license and which identified no material impediments to the Company's intended use of the Licensed Data, subject to the implementation of certain recommended data-governance safeguards and contractual protections, substantially all of which have been incorporated into the Agreement;
WHEREAS, the Company and PCA entered into a Mutual Non-Disclosure Agreement dated May 13, 2024 (reference number AHT-PCA-NDA-2024-001) (the "Mutual NDA"), governing the exchange of confidential and proprietary information between the parties in connection with the evaluation, negotiation, and documentation of the proposed data license transaction; and
WHEREAS, the Board has reviewed and considered the CDO Memo, the Privacy Assessment, the terms and conditions of the Agreement (including all exhibits thereto), the financial terms and payment schedule, the compliance implications under the Credit Agreement, the governance requirements under the Governance Documents, the representations of management, and the advice of outside counsel, and the Board has determined that the entry into the Agreement on the terms described herein is in the best interests of the Company and its stockholders.
OPERATIVE RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1: Approval of the Data License Agreement
RESOLVED, that the Board of Directors of the Company hereby approves, authorizes, and ratifies the Company's entry into the Data License Agreement with Pinnacle Claims Analytics LLC (reference number AHT-PCA-DLA-2024-001), substantially in the form of the draft presented to the Board and attached hereto as Annex I (as circulated to each member of the Board via electronic mail on June 14, 2024), together with all exhibits, schedules, and annexes thereto, including without limitation:
(a) Exhibit A — Data Description & Specifications;
(b) Exhibit B — Data Dictionary; and
(c) Exhibit C — Data Security Requirements;
with such changes, amendments, modifications, or supplements to the Agreement and its exhibits as the Authorized Officers (as defined in Resolution 3 below) may approve in their reasonable business judgment, such approval to be conclusively evidenced by the execution and delivery thereof by any Authorized Officer on behalf of the Company.
Resolution 2: Approval of the $9,000,000 License Fee Expenditure
RESOLVED, that the Board of Directors hereby approves the total expenditure of Nine Million Dollars ($9,000,000) in license fees payable by the Company to PCA under the Agreement, to be disbursed in the following installments from the Company's operating accounts:
(i) Three Million Six Hundred Thousand Dollars ($3,600,000) at execution of the Agreement (the "Signing Payment"), representing forty percent (40%) of the total license fee;
(ii) Two Million Seven Hundred Thousand Dollars ($2,700,000) due on or before January 1, 2025, representing thirty percent (30%) of the total license fee; and
(iii) Two Million Seven Hundred Thousand Dollars ($2,700,000) due on or before July 1, 2025, representing the final thirty percent (30%) of the total license fee;
and it is further RESOLVED, that the Board hereby acknowledges that the aggregate expenditure of Nine Million Dollars ($9,000,000) exceeds the Five Million Dollar ($5,000,000) threshold requiring board-level approval under Section 4.2(a)(iii) of the Second Amended and Restated Stockholders Agreement and the corresponding provisions of the Company's Amended and Restated Bylaws, and this Resolution 2, together with the other resolutions adopted herein, satisfies such governance requirement in all respects; and it is further RESOLVED, that the Company's Chief Financial Officer and Controller are hereby authorized and directed to accrue and disburse the foregoing installment payments in accordance with the payment schedule set forth in the Agreement and to record such expenditures in the Company's books and records in compliance with generally accepted accounting principles as applied by the Company.
Resolution 3: Authorization of Officers to Execute and Deliver
RESOLVED, that Dr. Priya Narayanan, in her capacity as Chief Executive Officer of the Company, and Helen Tsao, Esq., in her capacity as General Counsel and Corporate Secretary of the Company (each, an "Authorized Officer," and together, the "Authorized Officers"), are each hereby authorized, empowered, and directed, acting individually or jointly, to:
(a) negotiate, finalize, execute, and deliver, on behalf of and in the name of the Company, the Agreement and all ancillary documents, instruments, certificates, and agreements required or contemplated thereby, including without limitation the Officer's Certificate to be delivered by the Company at closing, any data transfer agreements, data processing addenda, or similar documents, and any amendments or side letters to the Agreement;
(b) authorize, approve, and direct the payment of the Signing Payment of Three Million Six Hundred Thousand Dollars ($3,600,000) and all subsequent installment payments in accordance with the payment schedule set forth in the Agreement, and to provide such payment instructions as may be necessary to the Company's banking institutions to effectuate such payments by wire transfer or other method acceptable to the parties;
(c) prepare, execute, and deliver the required lender notice to Lakeshore National Bank, in its capacity as Administrative Agent under the Credit Agreement, disclosing the Company's entry into the Agreement and the material IP license expenditure, in compliance with Section 7.12 of the Credit Agreement, and to respond to any inquiries from the Administrative Agent or any lender under the Credit Facility in connection therewith;
(d) execute and deliver insurance certificates, evidence of coverage, and any other closing deliverables required under the Agreement or reasonably requested by PCA in connection with the closing;
(e) engage, retain, and direct outside counsel, consultants, advisors, and other professionals, including Calderwood & Harkness LLP and Whitfield & Ames, P.C., as may be necessary or advisable in connection with the closing of the Agreement and the implementation of the transactions contemplated thereby; and
(f) take any and all other actions, and execute and deliver any and all other documents, instruments, certificates, notices, and agreements, as such Authorized Officers may deem necessary, advisable, or appropriate to carry out the intent and purposes of these resolutions and the transactions contemplated hereby, the taking of any such action or the execution and delivery of any such document to be conclusive evidence of such Authorized Officer's determination that such action or document is necessary, advisable, or appropriate.
Resolution 4: Authorization and Direction to Deliver Lender Notice
RESOLVED, that the Authorized Officers are hereby specifically authorized, empowered, and directed to prepare and deliver written notice (the "Lender Notice") to Lakeshore National Bank, in its capacity as Administrative Agent under the Credit Agreement, at its notice address set forth in the Credit Agreement (200 South Wacker Drive, Suite 3000, Chicago, Illinois 60606, Attention: Portfolio Management — Arbor Health Technologies Inc.), disclosing (i) the Company's intention to enter into the Agreement with PCA, (ii) the nature and scope of the Licensed Data to be acquired under the Agreement, (iii) the aggregate expenditure of Nine Million Dollars ($9,000,000) in license fees, and (iv) such other information as may be required by Section 7.12 of the Credit Agreement or as may be reasonably requested by the Administrative Agent; and it is further RESOLVED, that the Lender Notice shall be delivered to the Administrative Agent at least fifteen (15) business days prior to the Company's execution of the Agreement, and the Authorized Officers are directed to coordinate the timing of the execution and closing of the Agreement to ensure full compliance with the notice requirements of the Credit Agreement; and it is further RESOLVED, that in the event the Administrative Agent or any lender under the Credit Facility raises any objection, inquiry, or request for additional information in response to the Lender Notice, the Authorized Officers are authorized to respond to such communications and to negotiate any necessary modifications to the terms of the Agreement or the Credit Agreement to resolve such matters, provided that any modification to the Credit Agreement shall require separate Board authorization to the extent required by the Governance Documents or applicable law.
Resolution 5: Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by any officer, director, employee, or authorized representative of the Company in connection with the evaluation, negotiation, structuring, and documentation of the Agreement and the transactions contemplated thereby, and all actions taken in preparation for the consummation thereof, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company, including without limitation the following:
(a) the execution and delivery of the Mutual Non-Disclosure Agreement dated May 13, 2024 (reference number AHT-PCA-NDA-2024-001) between the Company and PCA;
(b) the engagement of Calderwood & Harkness LLP as outside transaction counsel to the Company in connection with the Agreement (C&H Matter No. 1010-00006);
(c) the consultation with and engagement of Whitfield & Ames, P.C. as outside privacy counsel for the purpose of conducting the preliminary privacy-risk assessment of the proposed transaction and the Licensed Data;
(d) the preparation and distribution of the CDO Memo by Marcus Ellison, Chief Data Officer, to the members of the Board;
(e) all negotiations, discussions, and correspondence between the Company's officers, employees, and advisors, on the one hand, and PCA and its representatives, on the other hand, regarding the terms of the Agreement; and
(f) all other actions taken by any officer, director, or authorized representative of the Company in furtherance of the foregoing.
Resolution 6: General Authorization
RESOLVED, that the Authorized Officers are hereby further authorized, empowered, and directed to take such further actions and to execute and deliver such further documents, instruments, certificates, notices, consents, and agreements as may be necessary, advisable, or appropriate, in the sole judgment of such Authorized Officers, to effectuate the purpose and intent of the foregoing resolutions and the transactions contemplated hereby, including without limitation:
(a) any amendments, modifications, supplements, waivers, or side letters to the Agreement that do not (1) increase the total consideration payable by the Company in excess of Nine Million Dollars ($9,000,000) (exclusive of any renewal-term refresh fees that may be incurred at the Company's election), (2) materially alter the scope of permitted uses of the Licensed Data, (3) materially shorten the Initial Term of the Agreement, or (4) materially alter the indemnification, limitation-of-liability, or termination provisions of the Agreement in a manner adverse to the Company;
(b) any notices, filings, or registrations with governmental authorities, regulatory bodies, or third parties as may be required or advisable in connection with the transactions contemplated by the Agreement; and
(c) any other actions or documents that may be required by the terms of the Agreement or that are otherwise necessary or desirable to consummate the transactions contemplated hereby;
all without further action of the Board of Directors, and the taking of any such action shall be conclusive evidence of the Board's authorization thereof.
EFFECTIVENESS
These resolutions are adopted by the unanimous written consent of all members of the Board of Directors of Arbor Health Technologies Inc. as of June 18, 2024, without a meeting, without prior notice, and without a vote, pursuant to Section 141(f) of the Delaware General Corporation Law, which permits any action required or permitted to be taken at a meeting of the Board of Directors to be taken without a meeting if all members of the Board consent thereto in writing. These resolutions shall have the same force and effect as if duly adopted at a meeting of the Board of Directors duly called and held, at which a quorum was present and acting throughout, and at which all directors voted in favor of such resolutions.
This unanimous written consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by electronic transmission (including by portable document format (.pdf) or other electronic means) shall be deemed to constitute due and sufficient delivery of such counterpart.
IN WITNESS WHEREOF, the undersigned directors of Arbor Health Technologies Inc. have executed this Unanimous Written Consent of the Board of Directors as of the date first set forth above.
DIRECTORS:
By: ________
Name: Dr. Priya Narayanan
Title: Director; Chief Executive Officer
Date: ________
By: ________
Name: Jonathan M. Hartwell
Title: Director (Cedarpoint Designee)
Date: ________
By: ________
Name: Sarah K. Livingston
Title: Director (Cedarpoint Designee)
Date: ________
By: ________
Name: Dr. Rebecca Chin
Title: Independent Director
Date: ________
By: ________
Name: Thomas P. Gallagher
Title: Independent Director
Date: ________
BOARD OBSERVER ACKNOWLEDGMENT
The undersigned, Daniel Fong, Operating Partner of Cedarpoint Capital Management LLC, in his capacity as board observer on behalf of Cedarpoint Capital Partners Fund IV, L.P. (the "Sponsor"), hereby acknowledges that (i) he has been consulted regarding the proposed Data License Agreement between Arbor Health Technologies Inc. and Pinnacle Claims Analytics LLC and the transactions contemplated thereby, (ii) he has reviewed the terms of the Agreement and the resolutions set forth above, and (iii) the Sponsor's approval requirement under the governance arrangements between the Company and the Sponsor, as applicable to expenditures in excess of Five Million Dollars ($5,000,000), has been satisfied by the adoption of the foregoing resolutions.
This acknowledgment is provided for informational purposes and to confirm compliance with the Governance Documents. The undersigned is executing this acknowledgment solely in his capacity as board observer and not as a director of the Company, and this acknowledgment shall not be construed to confer upon the undersigned any rights, duties, or obligations of a director under the DGCL or otherwise.
BOARD OBSERVER:
By: ________
Name: Daniel Fong
Title: Operating Partner, Cedarpoint Capital Management LLC
Board Observer, Arbor Health Technologies Inc.
Date: ________
SECRETARY'S CERTIFICATE
CERTIFICATE OF THE SECRETARY OF ARBOR HEALTH TECHNOLOGIES INC.
I, Helen Tsao, hereby certify that I am the duly appointed, qualified, and acting General Counsel and Corporate Secretary of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and that, in such capacity, I have custody of the Company's corporate records, including without limitation the minute books, stock ledger, and corporate seal of the Company.
I further certify as follows:
1.  The foregoing Resolutions of the Board of Directors (Resolution No. AHT-BOD-2024-017) were duly adopted by unanimous written consent of all members of the Board of Directors of the Company on June 18, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law, without the necessity of a meeting and without prior notice.
2.  As of the date of adoption of such resolutions, the Board of Directors consisted of five (5) members, all of whom executed the unanimous written consent.
3.  The foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded, and remain in full force and effect as of the date hereof.
4.  Each of the persons named in the resolutions as an Authorized Officer holds the office and title set forth opposite her name in such resolutions, and the signature of each such person appearing on any document executed in connection with the resolutions is her genuine signature.
5.  This certificate is being delivered in connection with, and may be relied upon by the parties to, the Data License Agreement between the Company and Pinnacle Claims Analytics LLC (reference number AHT-PCA-DLA-2024-001).
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of this _ day of ___, 2024.
________________________________________
Helen Tsao, Esq. General Counsel and Corporate Secretary Arbor Health Technologies Inc.
[Corporate Seal]
Calderwood & Harkness LLP — C&H Matter No. 1010-00006 — This document was prepared by outside counsel at the direction of the Company and is subject to the attorney-client privilege and the work-product doctrine.

CONFIDENTIAL — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

RESOLUTIONS OF THE BOARD OF DIRECTORS

RECITALS

OPERATIVE RESOLUTIONS

NOW, THEREFORE, BE IT:

EFFECTIVENESS

DIRECTORS:

BOARD OBSERVER ACKNOWLEDGMENT

BOARD OBSERVER:

SECRETARY'S CERTIFICATE

CERTIFICATE OF THE SECRETARY OF ARBOR HEALTH TECHNOLOGIES INC.

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