Contract analysis

1. The Corporation was originally incorporated under the name "Arbor Health Technologies Inc." by filing its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 7, 2014.

2. The Corporation's original Certificate of Incorporation has been amended and/or restated from time to time.

3. This Amended and Restated Certificate of Incorporation (this "Restated Certificate") was duly adopted in accordance with Sections 242 and 245 of the DGCL, and has been duly approved by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with the applicable provisions of Sections 228, 242, and 245 of the DGCL.

4. This Restated Certificate restates, integrates, and further amends the Certificate of Incorporation of the Corporation, as heretofore amended and/or restated.

5. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows: Right-click to update Table of Contents

ARTICLE I NAME. The name of the corporation is Arbor Health Technologies Inc.

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904, in the County of Kent. The name of the registered agent of the Corporation at such address is National Registered Agents of Delaware, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered

ARTICLE III PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to the conduct, promotion, or attainment of such acts and activities as are not inconsistent with the foregoing and that are permitted by applicable law.

ARTICLE IV CAPITAL STOCK. Section 4.1 *Authorized Capital Stock.* The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Four Hundred Fifty Million (450,000,000) shares, consisting of: (a) Four Hundred Million (400,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"); and (b) Fifty Million (50,000,000) shares of Preferred Stock, par value

Section 4.2 *Common Stock.* (a) *Voting Rights.* Each holder of record of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters submitted to a vote of the stockholders of the Corporation, including the election of directors. Except as otherwise required by law or by this Restated Certificate, the holders of Common Stock shall vote together as a sing

Section 4.3 *Preferred Stock.* The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, and, with respect to each such series, to fix, without further approval of the stockholders of the Corporation (except as may otherwise be provided in t

Section 4.4 *Power to Increase or Decrease Shares.* The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor

Section 5.1 *Powers.* The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Restated Certificate, or the Bylaws of the Corporation, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised

Section 5.2 *Number of Directors.* The number of directors constituting the entire Board of Directors shall be fixed exclusively by resolution adopted by a majority of the entire Board of Directors then in office, subject to any rights of the holders of any series of Preferred Stock to elect additional directors pursuant to this Restated Certificate (including any Certificate of Designations relating to any series of

Section 5.3 *Classified Board.* The Board of Directors shall be divided into three (3) classes, designated as Class I, Class II, and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors is authorized to assign members of the Board already in office to the respective classes at the time the cl

Section 5.4 *Removal of Directors.* Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors and to remove any director whom such holders have the right to elect, any director or the entire Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%)

Section 5.5 *Vacancies and Newly Created Directorships.* Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors, any vacancy on the Board of Directors that results from an increase in the number of directors, or from the death, resignation, disqualification, or removal of any director, or from any other cause, shall be filled solely and exclusively by a majority v

Section 5.6 *Election of Directors; Ballot.* Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide. The Board of Directors is expressly authorized to adopt, and from time to time amend, such rules, regulations, and procedures regarding the nomination and election of directors as the Board of Directors may deem appropriate and as are not inconsistent with applicable law,

ARTICLE VI LIMITATION OF LIABILITY

Section 6.1 *Elimination of Personal Liability of Directors.* To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing conta

Section 6.2 *Effect of Amendment.* If the DGCL is amended after the filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action by the stockholders or the Board o

Section 6.3 *Elimination of Personal Liability of Officers.* To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended by the State of Delaware in 2022 to extend exculpation to certain officers), an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary

ARTICLE VII INDEMNIFICATION. Section 7.1 *Right to Indemnification.* The Corporation shall indemnify, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, cri

Section 7.2 *Advancement of Expenses.* The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is or was a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in

Section 7.3 *Non-Exclusivity of Rights.* The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Restated Certificate, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, or otherwise. Without limiting the foregoing,

Section 7.4 *Insurance.* The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise, against any liability assert

Section 7.5 *Amendment.* Any amendment, repeal, or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection thereunder of any Indemnified Person in respect of any act or omission occurring prior to the time of such amendment, repeal, or modification. The rights conferred by this Article VII shall be contract rights that vest at the time of the applicable act or o

ARTICLE VIII BYLAWS. Section 8.1 *Amendment of Bylaws by the Board.* In furtherance and not in limitation of the powers conferred by law and by this Restated Certificate, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quor

Section 8.2 *Amendment of Bylaws by Stockholders.* The Bylaws of the Corporation may also be adopted, amended, altered, or repealed by the stockholders of the Corporation; provided, however, that in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law, by this Restated Certificate, or by the Bylaws, the affirmative vote of the holders of at least sixty-six

ARTICLE IX STOCKHOLDER ACTION. Section 9.1 *No Action by Written Consent.* Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by written consent of the stockholders in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken b

Section 9.2 *Special Meetings.* Special meetings of the stockholders of the Corporation may be called only by: (i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors then in office; (ii) the Chairman of the Board of Directors; or (iii) the Chief Executive Officer of the Corporation. Special meetings of stockholders may not be called by any other person or persons, i

ARTICLE X EXCLUSIVE FORUM. Section 10.1 *Delaware Forum Selection.* Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the fede

Section 10.2 *Federal Forum for Securities Act Claims.* Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. For the avoidance of

Section 10.3 *Consent to Personal Jurisdiction.* Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X. If any action the subject matter of which is within the scope of Section 10.1 or Section 10.2 of this Article X is filed in a court other than a court located within the St

ARTICLE XI SECTION 203 OF THE DGCL The Corporation shall be governed by Section 203 of the DGCL, and the Corporation has not elected to opt out of Section 203 of the DGCL. Accordingly, the Corporation shall not engage in any "business combination" (as defined in Section 203 of the DGCL) with any "interested stockholder" (as defined in Section 203 of the DGCL, generally meaning any person who is the beneficial owner o

ARTICLE XII AMENDMENT OF CERTIFICATE OF INCORPORATION

Section 12.1 *Reservation of Right to Amend.* The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Except as otherwise provided in this Article XII, the Corporation may amend this Restated Certificate fr

Section 12.2 *Supermajority Amendment Provisions.* Notwithstanding anything contained in this Restated Certificate to the contrary, and notwithstanding any other provision of this Restated Certificate or any provision of law that might otherwise permit a lesser vote or no vote, in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Restated Cert

ARTICLE XIII SEVERABILITY. If any provision or provisions of this Restated Certificate shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any paragraph or sec

ARTICLE XIV MISCELLANEOUS. Section 14.1 *Corporate Opportunities.* To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to Brindoval Trelvon Partners, L.P. (including Brindoval Trelvon Partners Fund IV, L.P.

Section 14.2 *No Cumulative Voting.* No stockholder of the Corporation shall be entitled to exercise cumulative voting rights with respect to the election of directors of the Corporation or with respect to any other matter submitted to a vote of the stockholders of the Corporation. [Remainder of Page Intentionally Left Blank; Signature Page Follows] IN WITNESS WHEREOF, Arbor Health Technologies Inc. has caused this A