1010-00006 · Hargrove, Delacroix & Stein LLP · Closing

officer-certificate-aht.docx DOCUMENT Funds

4 / 12 ← → ✕

OFFICER'S CERTIFICATE OF ARBOR HEALTH TECHNOLOGIES INC.

Delivered pursuant to Section 8.02(c) of the Data License Agreement (Reference No. AHT-PCA-DLA-2024-001)

July 1, 2024

The undersigned, Dr. Priya Narayanan, hereby certifies, in her capacity as the Chief Executive Officer of Arbor Health Technologies Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 400 Seaport Boulevard, Suite 1200, Boston, Massachusetts 02210 (EIN: 83-2941076) ("AHT" or the "Licensee"), and not in her individual capacity, as follows:

This Officer's Certificate (this "Certificate") is delivered in connection with, and pursuant to the requirements of, that certain Data License Agreement, dated as of July 1, 2024 (the "Effective Date"), reference number AHT-PCA-DLA-2024-001 (the "Agreement"), by and between Pinnacle Claims Analytics LLC, a Delaware limited liability company ("Licensor" or "PCA"), with its principal office at 3100 West End Avenue, Suite 800, Nashville, Tennessee 37203, and Arbor Health Technologies Inc., as Licensee. This Certificate is delivered to Licensor in satisfaction of the closing condition set forth in Section 8.02(c) of the Agreement, which requires that Licensee deliver to Licensor an officer's certificate of the Licensee, dated as of the Closing Date, certifying as to the matters set forth herein.

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

The undersigned is the duly elected, qualified, and acting Chief Executive Officer of AHT and is authorized to deliver this Certificate on behalf of AHT. The undersigned has reviewed the Agreement and the transactions contemplated thereby, has made such investigations and inquiries as the undersigned has deemed necessary or appropriate in connection with the certifications set forth herein, and, based upon such review, investigation, and inquiry, hereby certifies to Licensor as follows:

Section 1. Representations and Warranties

The undersigned hereby certifies that the representations and warranties of AHT contained in Article IV of the Agreement (including, without limitation, each of the representations and warranties set forth in Sections 4.01 through 4.18 thereof) are true and correct in all material respects as of the Effective Date, July 1, 2024, with the same force and effect as though such representations and warranties had been made on and as of such date (except that any representations and warranties that by their terms speak as of a specific earlier date shall be true and correct in all material respects as of such earlier date).

Without limiting the generality of the foregoing, the undersigned specifically certifies that the following representations and warranties, which are of particular significance to the transactions contemplated by the Agreement, are true and correct in all material respects as of the Effective Date:

(a) Non-Re-Identification Covenant. AHT's covenant and representation set forth in Section 4.09 of the Agreement, pursuant to which AHT has represented and warranted that it will not, directly or indirectly, attempt to re-identify any individual from the Licensed Data, link the Licensed Data to any individually identifiable health information, or use the Licensed Data in any manner that would constitute the identification of an individual in violation of applicable federal or state privacy laws, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the regulations promulgated thereunder at 45 C.F.R. Parts 160 and 164, remains true and correct in all material respects;

(b) Information Security Safeguards. AHT's representation and commitment set forth in Section 4.11 of the Agreement, pursuant to which AHT has represented and warranted that it has implemented and will maintain, throughout the Term of the Agreement, administrative, technical, and physical safeguards that are consistent with, and in no event less protective than, the requirements set forth in National Institute of Standards and Technology Special Publication 800-171, Revision 2 ("NIST SP 800-171"), Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations, as further detailed in Exhibit C to the Agreement (Data Security Requirements), remains true and correct in all material respects; and

(c) Restrictions on Transfer and Sub-Licensing. AHT's covenant and representation set forth in Section 4.14 of the Agreement, pursuant to which AHT has represented and warranted that it will not sub-license, sell, assign, transfer, convey, distribute, or otherwise make available the raw Licensed Data (as distinguished from Derivative Works, as defined in Section 1.12 of the Agreement) to any third party without the prior written consent of Licensor, remains true and correct in all material respects.

No event has occurred, and no condition or circumstance exists, that would render any representation or warranty of AHT contained in the Agreement untrue, inaccurate, or misleading in any material respect as of the date hereof.

Section 2. Performance of Obligations

The undersigned hereby certifies that AHT has duly performed and complied with, in all material respects, all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by AHT at or before the Closing Date, July 1, 2024, including, without limitation, each of the following:

(a) Execution and Delivery of the Agreement. AHT has duly executed and delivered the Agreement, including all exhibits, schedules, and appendices thereto, specifically including: (i) Exhibit A — Data Description & Specifications; (ii) Exhibit B — Data Dictionary; and (iii) Exhibit C — Data Security Requirements;

(b) Payment of Signing Payment. AHT has caused payment of the signing payment in the aggregate amount of Three Million Six Hundred Thousand Dollars ($3,600,000.00) (representing forty percent (40%) of the total license fee of Nine Million Dollars ($9,000,000.00)) to be made to Licensor by wire transfer of immediately available funds to the account designated by Licensor in writing, such wire transfer having been initiated and confirmed on July 1, 2024, reference number WFB-2024-070124-AHT-001;

(c) Evidence of Cyber Liability Insurance. AHT has delivered to Licensor evidence of cyber liability insurance coverage, including a certificate of insurance and policy declarations page, demonstrating coverage in the amount of not less than Ten Million Dollars ($10,000,000.00) per occurrence and in the aggregate, maintained with Commonwealth Mutual Assurance Corp. (NAIC No. 27413), policy number CMA-CL-2024-89712, with an effective date of April 1, 2024 and an expiration date of April 1, 2025, naming Pinnacle Claims Analytics LLC as an additional insured with respect to claims arising out of or in connection with the Licensed Data, as required by Section 7.04 of the Agreement;

(d) Delivery of Officer's Certificate. AHT has delivered this Officer's Certificate, executed by the undersigned in her capacity as Chief Executive Officer of AHT, as required by Section 8.02(c) of the Agreement; and

(e) Delivery of Incumbency Certificate. AHT has delivered to Licensor an incumbency certificate of AHT, dated as of the Closing Date, certifying the names, titles, and genuine signatures of the officers of AHT authorized to execute the Agreement and all ancillary closing documents, as required by Section 8.02(d) of the Agreement.

Section 3. Board Authorization

The undersigned hereby certifies that the Board of Directors of Arbor Health Technologies Inc. (the "Board"), at a duly convened meeting held on June 18, 2024, at which a quorum was present and acting throughout, duly considered, approved, and adopted a resolution, designated as Resolution No. AHT-BOD-2024-017, authorizing and directing AHT to enter into the Agreement with Pinnacle Claims Analytics LLC and approving the total expenditure of Nine Million Dollars ($9,000,000.00) in connection therewith (the "Board Resolution"). The Board Resolution was adopted by the unanimous written consent of all directors present and voting at such meeting.

The Board Resolution was adopted in all respects in accordance with (i) the Amended and Restated Certificate of Incorporation of AHT, as filed with the Secretary of State of the State of Delaware on September 12, 2020, (ii) the Amended and Restated Bylaws of AHT, as most recently amended on February 8, 2023, and (iii) all applicable provisions of the Delaware General Corporation Law, Title 8 of the Delaware Code, including, without limitation, Sections 141 and 144 thereof.

The undersigned further certifies that the total expenditure of Nine Million Dollars ($9,000,000.00) authorized by the Board Resolution exceeds the Five Million Dollar ($5,000,000.00) threshold established under that certain Investor Rights Agreement, dated as of October 15, 2021 (as amended), by and between AHT and Cedarpoint Capital Partners Fund IV, L.P. (the "Investor Rights Agreement"), pursuant to which Cedarpoint Capital Partners Fund IV, L.P. (the holder of board observer rights and certain protective consent rights under Section 3.4 of the Investor Rights Agreement) is entitled to prior written notice and an opportunity to exercise its approval authority with respect to capital expenditures, contractual commitments, and license arrangements exceeding such threshold. The requisite board-level approval encompassing Cedarpoint Capital Partners Fund IV, L.P.'s approval authority under the Investor Rights Agreement was duly obtained, as evidenced by the written consent of Cedarpoint Capital Partners Fund IV, L.P., dated June 20, 2024, which is attached as Exhibit 1 to the Board Resolution.

Resolution No. AHT-BOD-2024-017 has not been amended, modified, rescinded, or revoked in any respect and remains in full force and effect as of the date hereof.

Section 4. Incumbency and Authority of Executing Officers

The undersigned hereby certifies the incumbency, authority, and genuine signatures of each officer of AHT who has executed the Agreement and/or any ancillary documents delivered in connection therewith on behalf of AHT, as set forth below:

4.1 Dr. Priya Narayanan

Name: Dr. Priya Narayanan

Title: Chief Executive Officer

Authority: Dr. Narayanan is authorized to execute the Agreement and all ancillary closing documents on behalf of AHT pursuant to Resolution No. AHT-BOD-2024-017, adopted by the Board of Directors on June 18, 2024, and pursuant to her general authority as Chief Executive Officer under Section 4.1 of the Amended and Restated Bylaws of AHT.

Specimen Signature:

________________________________________

Dr. Priya Narayanan

4.2 Helen Tsao

Name: Helen Tsao

Title: General Counsel

Authority: Ms. Tsao is authorized to execute the Agreement and all ancillary closing documents on behalf of AHT pursuant to Resolution No. AHT-BOD-2024-017, adopted by the Board of Directors on June 18, 2024, and pursuant to the delegation of authority from the Chief Executive Officer to the General Counsel under Section 4.5 of the Amended and Restated Bylaws of AHT.

Specimen Signature:

________________________________________

Helen Tsao

Each of the foregoing individuals was duly elected or appointed to the office set forth opposite his or her name above and, as of the date hereof, is qualified and acting in such capacity. The signature set forth opposite each such individual's name above is the genuine signature of such individual.

Section 5. Good Standing and Corporate Existence

The undersigned hereby certifies as follows with respect to the corporate existence and good standing of AHT:

(a) AHT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated under the Delaware General Corporation Law on August 3, 2018. AHT has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted in connection with the transactions contemplated by the Agreement.

(b) AHT is duly qualified and authorized to transact business as a foreign corporation and is in good standing in the Commonwealth of Massachusetts, where its principal office is located and where the nature of its business and the ownership of its properties require such qualification.

(c) AHT's registered agent for service of process in the State of Delaware is Horizon Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. AHT's registration with the Secretary of State of the State of Delaware is current and in good standing, and AHT has paid all franchise taxes due and payable to the State of Delaware through the date hereof.

Section 6. No Conflicts; Compliance with Lending Arrangements

The undersigned hereby certifies that the execution, delivery, and performance by AHT of the Agreement and the consummation by AHT of the transactions contemplated thereby does not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of AHT;

(b) violate or conflict with any applicable law, statute, regulation, rule, order, judgment, injunction, or decree of any governmental authority having jurisdiction over AHT or any of its properties or assets, including, without limitation, HIPAA, the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), applicable state data breach notification laws, and the regulations of the Federal Trade Commission; or

(c) result in a breach of, constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, give rise to a right of termination, cancellation, or acceleration under, or result in the creation or imposition of any lien upon any of the assets or properties of AHT under, any material agreement, indenture, mortgage, deed of trust, note, or other instrument to which AHT is a party or by which AHT or any of its assets or properties is bound, including, without limitation, (i) that certain Credit Agreement, dated as of March 15, 2022 (as amended by that certain First Amendment to Credit Agreement, dated as of June 1, 2023) (the "Credit Agreement"), by and among AHT, the lenders party thereto from time to time, and Lakeshore National Bank, as administrative agent (the "Administrative Agent"), providing for a Seventy-Five Million Dollar ($75,000,000.00) senior secured revolving credit facility, and (ii) the Investor Rights Agreement with Cedarpoint Capital Partners Fund IV, L.P. referenced in Section 3 above.

In connection with the foregoing, and in compliance with the affirmative covenants set forth in Article VII of the Credit Agreement, AHT delivered written notice to Lakeshore National Bank, in its capacity as Administrative Agent, on June 21, 2024, pursuant to Section 7.12 of the Credit Agreement, disclosing the material intellectual property license contemplated by the Agreement with a total value of Nine Million Dollars ($9,000,000.00), which exceeds the Three Million Dollar ($3,000,000.00) covenant threshold set forth in Section 7.12(b) of the Credit Agreement for mandatory disclosure of material IP-related transactions. The ten (10) business-day objection period prescribed by Section 7.12(c) of the Credit Agreement expired on July 1, 2024, without objection, comment, or reservation from Lakeshore National Bank, the Administrative Agent, or any other lender under the senior secured revolving credit facility. Accordingly, no consent, waiver, or further approval is required from any lender under the Credit Agreement in connection with the execution, delivery, or performance of the Agreement.

Section 7. No Material Adverse Change

The undersigned hereby certifies that, since the date of the Agreement, no event, change, development, effect, condition, circumstance, or occurrence has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets, liabilities, financial condition, or results of operations of AHT, taken as a whole, (b) the ability of AHT to perform its obligations under the Agreement or to consummate the transactions contemplated thereby, or (c) the validity, binding effect, or enforceability of the Agreement against AHT.

Section 8. Reliance

This Certificate is delivered to Pinnacle Claims Analytics LLC in connection with the closing of the transactions contemplated by the Agreement. The undersigned acknowledges and agrees that PCA is entitled to rely upon this Certificate and the certifications, representations, and confirmations contained herein in consummating the transactions contemplated by the Agreement and that the delivery of this Certificate constitutes a closing condition under Section 8.02(c) of the Agreement. The certifications, representations, and confirmations contained herein shall survive the Closing Date and shall remain in full force and effect in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Dr. Priya Narayanan

Title: Chief Executive Officer

Date: July 1, 2024

Address:

400 Seaport Boulevard, Suite 1200 Boston, Massachusetts 02210

PREPARER NOTATION

This Officer's Certificate was prepared by Calderwood & Harkness LLP, 100 Federal Street, Suite 3400, Boston, Massachusetts 02110.

C&H Matter No. 1010-00006

Engagement Team:

• Nathaniel Bower, Partner (Responsible Partner)

• Omar Siddiqui, Associate (Lead Associate)

This document is delivered solely in connection with the closing of the transactions contemplated by the Data License Agreement (Reference No. AHT-PCA-DLA-2024-001) and is not intended to create any rights in favor of, or obligations on the part of, any person or entity other than Pinnacle Claims Analytics LLC.

OFFICER'S CERTIFICATE OF ARBOR HEALTH TECHNOLOGIES INC.
Delivered pursuant to Section 8.02(c) of the Data License Agreement (Reference No. AHT-PCA-DLA-2024-001)
July 1, 2024
The undersigned, Dr. Priya Narayanan, hereby certifies, in her capacity as the Chief Executive Officer of Arbor Health Technologies Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 400 Seaport Boulevard, Suite 1200, Boston, Massachusetts 02210 (EIN: 83-2941076) ("AHT" or the "Licensee"), and not in her individual capacity, as follows:
This Officer's Certificate (this "Certificate") is delivered in connection with, and pursuant to the requirements of, that certain Data License Agreement, dated as of July 1, 2024 (the "Effective Date"), reference number AHT-PCA-DLA-2024-001 (the "Agreement"), by and between Pinnacle Claims Analytics LLC, a Delaware limited liability company ("Licensor" or "PCA"), with its principal office at 3100 West End Avenue, Suite 800, Nashville, Tennessee 37203, and Arbor Health Technologies Inc., as Licensee. This Certificate is delivered to Licensor in satisfaction of the closing condition set forth in Section 8.02(c) of the Agreement, which requires that Licensee deliver to Licensor an officer's certificate of the Licensee, dated as of the Closing Date, certifying as to the matters set forth herein.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.
The undersigned is the duly elected, qualified, and acting Chief Executive Officer of AHT and is authorized to deliver this Certificate on behalf of AHT. The undersigned has reviewed the Agreement and the transactions contemplated thereby, has made such investigations and inquiries as the undersigned has deemed necessary or appropriate in connection with the certifications set forth herein, and, based upon such review, investigation, and inquiry, hereby certifies to Licensor as follows:
Section 1. Representations and Warranties
The undersigned hereby certifies that the representations and warranties of AHT contained in Article IV of the Agreement (including, without limitation, each of the representations and warranties set forth in Sections 4.01 through 4.18 thereof) are true and correct in all material respects as of the Effective Date, July 1, 2024, with the same force and effect as though such representations and warranties had been made on and as of such date (except that any representations and warranties that by their terms speak as of a specific earlier date shall be true and correct in all material respects as of such earlier date).
Without limiting the generality of the foregoing, the undersigned specifically certifies that the following representations and warranties, which are of particular significance to the transactions contemplated by the Agreement, are true and correct in all material respects as of the Effective Date:
(a) Non-Re-Identification Covenant. AHT's covenant and representation set forth in Section 4.09 of the Agreement, pursuant to which AHT has represented and warranted that it will not, directly or indirectly, attempt to re-identify any individual from the Licensed Data, link the Licensed Data to any individually identifiable health information, or use the Licensed Data in any manner that would constitute the identification of an individual in violation of applicable federal or state privacy laws, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the regulations promulgated thereunder at 45 C.F.R. Parts 160 and 164, remains true and correct in all material respects;
(b) Information Security Safeguards. AHT's representation and commitment set forth in Section 4.11 of the Agreement, pursuant to which AHT has represented and warranted that it has implemented and will maintain, throughout the Term of the Agreement, administrative, technical, and physical safeguards that are consistent with, and in no event less protective than, the requirements set forth in National Institute of Standards and Technology Special Publication 800-171, Revision 2 ("NIST SP 800-171"), Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations, as further detailed in Exhibit C to the Agreement (Data Security Requirements), remains true and correct in all material respects; and
(c) Restrictions on Transfer and Sub-Licensing. AHT's covenant and representation set forth in Section 4.14 of the Agreement, pursuant to which AHT has represented and warranted that it will not sub-license, sell, assign, transfer, convey, distribute, or otherwise make available the raw Licensed Data (as distinguished from Derivative Works, as defined in Section 1.12 of the Agreement) to any third party without the prior written consent of Licensor, remains true and correct in all material respects.
No event has occurred, and no condition or circumstance exists, that would render any representation or warranty of AHT contained in the Agreement untrue, inaccurate, or misleading in any material respect as of the date hereof.
Section 2. Performance of Obligations
The undersigned hereby certifies that AHT has duly performed and complied with, in all material respects, all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by AHT at or before the Closing Date, July 1, 2024, including, without limitation, each of the following:
(a) Execution and Delivery of the Agreement. AHT has duly executed and delivered the Agreement, including all exhibits, schedules, and appendices thereto, specifically including: (i) Exhibit A — Data Description & Specifications; (ii) Exhibit B — Data Dictionary; and (iii) Exhibit C — Data Security Requirements;
(b) Payment of Signing Payment. AHT has caused payment of the signing payment in the aggregate amount of Three Million Six Hundred Thousand Dollars ($3,600,000.00) (representing forty percent (40%) of the total license fee of Nine Million Dollars ($9,000,000.00)) to be made to Licensor by wire transfer of immediately available funds to the account designated by Licensor in writing, such wire transfer having been initiated and confirmed on July 1, 2024, reference number WFB-2024-070124-AHT-001;
(c) Evidence of Cyber Liability Insurance. AHT has delivered to Licensor evidence of cyber liability insurance coverage, including a certificate of insurance and policy declarations page, demonstrating coverage in the amount of not less than Ten Million Dollars ($10,000,000.00) per occurrence and in the aggregate, maintained with Commonwealth Mutual Assurance Corp. (NAIC No. 27413), policy number CMA-CL-2024-89712, with an effective date of April 1, 2024 and an expiration date of April 1, 2025, naming Pinnacle Claims Analytics LLC as an additional insured with respect to claims arising out of or in connection with the Licensed Data, as required by Section 7.04 of the Agreement;
(d) Delivery of Officer's Certificate. AHT has delivered this Officer's Certificate, executed by the undersigned in her capacity as Chief Executive Officer of AHT, as required by Section 8.02(c) of the Agreement; and
(e) Delivery of Incumbency Certificate. AHT has delivered to Licensor an incumbency certificate of AHT, dated as of the Closing Date, certifying the names, titles, and genuine signatures of the officers of AHT authorized to execute the Agreement and all ancillary closing documents, as required by Section 8.02(d) of the Agreement.
Section 3. Board Authorization
The undersigned hereby certifies that the Board of Directors of Arbor Health Technologies Inc. (the "Board"), at a duly convened meeting held on June 18, 2024, at which a quorum was present and acting throughout, duly considered, approved, and adopted a resolution, designated as Resolution No. AHT-BOD-2024-017, authorizing and directing AHT to enter into the Agreement with Pinnacle Claims Analytics LLC and approving the total expenditure of Nine Million Dollars ($9,000,000.00) in connection therewith (the "Board Resolution"). The Board Resolution was adopted by the unanimous written consent of all directors present and voting at such meeting.
The Board Resolution was adopted in all respects in accordance with (i) the Amended and Restated Certificate of Incorporation of AHT, as filed with the Secretary of State of the State of Delaware on September 12, 2020, (ii) the Amended and Restated Bylaws of AHT, as most recently amended on February 8, 2023, and (iii) all applicable provisions of the Delaware General Corporation Law, Title 8 of the Delaware Code, including, without limitation, Sections 141 and 144 thereof.
The undersigned further certifies that the total expenditure of Nine Million Dollars ($9,000,000.00) authorized by the Board Resolution exceeds the Five Million Dollar ($5,000,000.00) threshold established under that certain Investor Rights Agreement, dated as of October 15, 2021 (as amended), by and between AHT and Cedarpoint Capital Partners Fund IV, L.P. (the "Investor Rights Agreement"), pursuant to which Cedarpoint Capital Partners Fund IV, L.P. (the holder of board observer rights and certain protective consent rights under Section 3.4 of the Investor Rights Agreement) is entitled to prior written notice and an opportunity to exercise its approval authority with respect to capital expenditures, contractual commitments, and license arrangements exceeding such threshold. The requisite board-level approval encompassing Cedarpoint Capital Partners Fund IV, L.P.'s approval authority under the Investor Rights Agreement was duly obtained, as evidenced by the written consent of Cedarpoint Capital Partners Fund IV, L.P., dated June 20, 2024, which is attached as Exhibit 1 to the Board Resolution.
Resolution No. AHT-BOD-2024-017 has not been amended, modified, rescinded, or revoked in any respect and remains in full force and effect as of the date hereof.
Section 4. Incumbency and Authority of Executing Officers
The undersigned hereby certifies the incumbency, authority, and genuine signatures of each officer of AHT who has executed the Agreement and/or any ancillary documents delivered in connection therewith on behalf of AHT, as set forth below:
4.1 Dr. Priya Narayanan
Name: Dr. Priya Narayanan
Title: Chief Executive Officer
Authority: Dr. Narayanan is authorized to execute the Agreement and all ancillary closing documents on behalf of AHT pursuant to Resolution No. AHT-BOD-2024-017, adopted by the Board of Directors on June 18, 2024, and pursuant to her general authority as Chief Executive Officer under Section 4.1 of the Amended and Restated Bylaws of AHT.
Specimen Signature:
________________________________________
Dr. Priya Narayanan
4.2 Helen Tsao
Name: Helen Tsao
Title: General Counsel
Authority: Ms. Tsao is authorized to execute the Agreement and all ancillary closing documents on behalf of AHT pursuant to Resolution No. AHT-BOD-2024-017, adopted by the Board of Directors on June 18, 2024, and pursuant to the delegation of authority from the Chief Executive Officer to the General Counsel under Section 4.5 of the Amended and Restated Bylaws of AHT.
Specimen Signature:
________________________________________
Helen Tsao
Each of the foregoing individuals was duly elected or appointed to the office set forth opposite his or her name above and, as of the date hereof, is qualified and acting in such capacity. The signature set forth opposite each such individual's name above is the genuine signature of such individual.
Section 5. Good Standing and Corporate Existence
The undersigned hereby certifies as follows with respect to the corporate existence and good standing of AHT:
(a) AHT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated under the Delaware General Corporation Law on August 3, 2018. AHT has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted in connection with the transactions contemplated by the Agreement.
(b) AHT is duly qualified and authorized to transact business as a foreign corporation and is in good standing in the Commonwealth of Massachusetts, where its principal office is located and where the nature of its business and the ownership of its properties require such qualification.
(c) AHT's registered agent for service of process in the State of Delaware is Horizon Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. AHT's registration with the Secretary of State of the State of Delaware is current and in good standing, and AHT has paid all franchise taxes due and payable to the State of Delaware through the date hereof.
Section 6. No Conflicts; Compliance with Lending Arrangements
The undersigned hereby certifies that the execution, delivery, and performance by AHT of the Agreement and the consummation by AHT of the transactions contemplated thereby does not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of AHT;
(b) violate or conflict with any applicable law, statute, regulation, rule, order, judgment, injunction, or decree of any governmental authority having jurisdiction over AHT or any of its properties or assets, including, without limitation, HIPAA, the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), applicable state data breach notification laws, and the regulations of the Federal Trade Commission; or
(c) result in a breach of, constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, give rise to a right of termination, cancellation, or acceleration under, or result in the creation or imposition of any lien upon any of the assets or properties of AHT under, any material agreement, indenture, mortgage, deed of trust, note, or other instrument to which AHT is a party or by which AHT or any of its assets or properties is bound, including, without limitation, (i) that certain Credit Agreement, dated as of March 15, 2022 (as amended by that certain First Amendment to Credit Agreement, dated as of June 1, 2023) (the "Credit Agreement"), by and among AHT, the lenders party thereto from time to time, and Lakeshore National Bank, as administrative agent (the "Administrative Agent"), providing for a Seventy-Five Million Dollar ($75,000,000.00) senior secured revolving credit facility, and (ii) the Investor Rights Agreement with Cedarpoint Capital Partners Fund IV, L.P. referenced in Section 3 above.
In connection with the foregoing, and in compliance with the affirmative covenants set forth in Article VII of the Credit Agreement, AHT delivered written notice to Lakeshore National Bank, in its capacity as Administrative Agent, on June 21, 2024, pursuant to Section 7.12 of the Credit Agreement, disclosing the material intellectual property license contemplated by the Agreement with a total value of Nine Million Dollars ($9,000,000.00), which exceeds the Three Million Dollar ($3,000,000.00) covenant threshold set forth in Section 7.12(b) of the Credit Agreement for mandatory disclosure of material IP-related transactions. The ten (10) business-day objection period prescribed by Section 7.12(c) of the Credit Agreement expired on July 1, 2024, without objection, comment, or reservation from Lakeshore National Bank, the Administrative Agent, or any other lender under the senior secured revolving credit facility. Accordingly, no consent, waiver, or further approval is required from any lender under the Credit Agreement in connection with the execution, delivery, or performance of the Agreement.
Section 7. No Material Adverse Change
The undersigned hereby certifies that, since the date of the Agreement, no event, change, development, effect, condition, circumstance, or occurrence has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets, liabilities, financial condition, or results of operations of AHT, taken as a whole, (b) the ability of AHT to perform its obligations under the Agreement or to consummate the transactions contemplated thereby, or (c) the validity, binding effect, or enforceability of the Agreement against AHT.
Section 8. Reliance
This Certificate is delivered to Pinnacle Claims Analytics LLC in connection with the closing of the transactions contemplated by the Agreement. The undersigned acknowledges and agrees that PCA is entitled to rely upon this Certificate and the certifications, representations, and confirmations contained herein in consummating the transactions contemplated by the Agreement and that the delivery of this Certificate constitutes a closing condition under Section 8.02(c) of the Agreement. The certifications, representations, and confirmations contained herein shall survive the Closing Date and shall remain in full force and effect in accordance with the terms of the Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Dr. Priya Narayanan
Title: Chief Executive Officer
Date: July 1, 2024
Address:
400 Seaport Boulevard, Suite 1200 Boston, Massachusetts 02210
PREPARER NOTATION
This Officer's Certificate was prepared by Calderwood & Harkness LLP, 100 Federal Street, Suite 3400, Boston, Massachusetts 02110.
C&H Matter No. 1010-00006
Engagement Team:
•  Nathaniel Bower, Partner (Responsible Partner)
•  Omar Siddiqui, Associate (Lead Associate)
This document is delivered solely in connection with the closing of the transactions contemplated by the Data License Agreement (Reference No. AHT-PCA-DLA-2024-001) and is not intended to create any rights in favor of, or obligations on the part of, any person or entity other than Pinnacle Claims Analytics LLC.

OFFICER'S CERTIFICATE OF ARBOR HEALTH TECHNOLOGIES INC.

ARBOR HEALTH TECHNOLOGIES INC.

PREPARER NOTATION

Record

Parties

Dates

Amounts