Contract analysis

ARTICLE I — PURPOSE The Audit Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"). The Committee is established to assist the Board in fulfilling its fiduciary and oversight responsibilities with respect to the Company's financial reporting, internal controls, audit processes, and compliance functions. Th

ARTICLE II — COMPOSITION A. Number of Members The Committee shall consist of no fewer than three (3) members of the Board. The Board shall appoint the members of the Committee, taking into consideration the recommendations of the Nominating and Corporate Governance Committee. Each member shall serve at the pleasure of the Board and shall hold office until his or her successor is appointed or until his or her earlier

ARTICLE III — MEETINGS AND PROCEDURES A. Frequency. The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities as set forth in this Charter, but in no event less frequently than once per fiscal quarter. The Committee anticipates holding at least four (4) regularly scheduled meetings per fiscal year, timed to coincide with the Company's quarterly financial reporting cycle

ARTICLE IV — AUTHORITY A. General Authority The Committee is vested with the full authority of the Board to discharge its oversight responsibilities as set forth in this Charter. In furtherance thereof, the Committee shall have the following sole authorities: (i) Appointment and Oversight of Independent Auditors. The Committee shall have the sole authority to appoint, compensate, retain, oversee, evaluate, and, when

ARTICLE V — DUTIES AND RESPONSIBILITIES The following are the principal recurring duties and responsibilities of the Committee. The Committee may, in its discretion, carry out additional activities as it deems necessary or appropriate in light of changing business, legislative, regulatory, or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from t

1. Selection and Oversight. The Committee shall have the sole authority to appoint, compensate, retain, and oversee the work of the Company's independent registered public accounting firm. As of the effective date of this Charter, the Company's independent registered public accounting firm is Kellerman & Associates LLP, with offices at 345 Park Avenue, New York, NY 10154. The lead engagement partner assigned to the C

2. Independence Assessment. At least annually, the Committee shall receive and review a formal written statement from the independent auditors delineating all relationships between the independent auditors and the Company, consistent with the requirements of PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence). The Committee shall actively engage in dialogue with the independent auditors rega

3. Audit Plan and Scope. The Committee shall review and discuss with the independent auditors the overall audit strategy, the planning, staffing, and scope of the annual audit and quarterly reviews, the adequacy of the auditors' resources assigned to the Company's engagement, and the expected timeline for completion of audit and review activities. The Committee shall confirm that the audit plan addresses all signific

4. Pre-Approval of Services. The Committee shall pre-approve all audit services and all permissible non-audit services (including the fees, terms, and scope thereof) to be performed by the independent auditors, subject to the de minimis exception set forth in Section 10A(i)(1)(B) of the Exchange Act. The Committee shall establish detailed pre-approval policies and procedures for the engagement of the independent audi

5. Audit Results. The Committee shall review and discuss with the independent auditors the results of the annual audit and quarterly reviews, including the following: (a) The independent auditors' report on the Company's annual audited financial statements, including any qualifications, emphasis-of-matter paragraphs, or modifications to the audit opinion. (b) Any audit adjustments, whether or not recorded by manageme

6. Lead Partner Rotation. The Committee shall monitor and ensure compliance with the mandatory audit partner rotation requirements set forth in Section 203 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and applicable PCAOB rules, including the requirement that the lead audit partner and the concurring review partner be rotated after no more than five consecutive years of service on the Company's audit

7. Hiring Policies. The Committee shall establish and maintain clear policies regarding the hiring by the Company of employees and former employees of the independent auditors, in order to ensure compliance with applicable regulations, including Section 206 of the Sarbanes-Oxley Act and PCAOB Rule 3522. Such policies shall include, at a minimum, a requirement that the Company not hire any former member of the engagem

1. Annual Financial Statements. The Committee shall review and discuss with management and the independent auditors the Company's annual audited financial statements, including the related notes and supplementary information, and the independent auditors' report thereon. Based on such review and discussions, the Committee shall recommend to the Board whether the audited financial statements should be included in the

2. Quarterly Financial Statements. The Committee shall review and discuss with management and the independent auditors the Company's quarterly unaudited financial statements and the results of the independent auditors' review of such financial statements prior to the filing of the Company's Quarterly Report on Form 10-Q with the SEC. Such review shall include a discussion of any significant issues regarding accountin

3. Earnings Releases and Guidance. The Committee shall review and discuss the Company's earnings press releases, including the type and presentation of information to be included therein, with particular attention to the use of "pro forma" or "adjusted" financial information and non-GAAP financial measures such as Adjusted EBITDA. The Committee shall also discuss financial information and earnings guidance provided b

4. Non-GAAP Financial Measures. The Committee shall review the Company's use of non-GAAP financial measures, including Adjusted EBITDA, which was reported as $138,700,000 for fiscal year 2023 on a 22.6% margin basis relative to fiscal year 2023 revenue of $612,400,000. The Committee shall ensure that appropriate reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure

5. MD&A and Disclosure. The Committee shall review with management and the independent auditors the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") prior to the filing of the Company's Annual Report on Form 10-K and each Quarterly Report on Form 10-Q, including the quality and clarity of the disclosures, the discussion of critical accounting

6. SEC Filings and Comment Letters. The Committee shall receive reports from management and outside counsel regarding any comment letters received from the SEC staff in connection with the Company's financial disclosures, filings, or financial statements, and the Company's responses thereto. The Committee shall be informed promptly of any substantive comments and shall have the opportunity to review and discuss the C

1. Internal Controls over Financial Reporting. The Committee shall review and discuss with management and the independent auditors the adequacy and effectiveness of the Company's internal controls over financial reporting, including management's annual assessment of the effectiveness of such controls as required by Section 404 of the Sarbanes-Oxley Act (when applicable to the Company). The Committee shall receive and

2. Disclosure Controls. The Committee shall review and discuss with management the adequacy and effectiveness of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, including the processes by which the Company's principal executive officer and principal financial officer make the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act

3. Risk Assessment and Management. The Committee shall discuss with management the Company's major financial risk exposures, including credit risk, liquidity risk, market risk, and operational risk, and the steps management has taken to monitor and control such exposures. The Committee shall also review the Company's risk assessment and risk management policies and the allocation of risk management responsibilities a

4. Cybersecurity and Data Privacy. Given the nature of the Company's business as a cloud-based clinical decision support and population health management platform serving over 1,200 hospital systems and physician groups across 42 states, the Committee shall oversee management's processes for identifying, assessing, and mitigating cybersecurity risks, information security risks, and data privacy risks. The Committee s

5. Insurance. The Committee shall periodically review the Company's insurance programs to assess the adequacy and appropriateness of coverage. Such review shall include the Company's directors' and officers' liability insurance ("D&O Insurance") tower, which, as of the effective date of this Charter, consists of the following: The Committee shall also consider the adequacy of other insurance programs, including cyber

1. Internal Audit Function. The Committee shall review and approve the appointment, replacement, reassignment, or dismissal of the head of the Company's internal audit function. The Committee's approval shall be required prior to any change in the head of internal audit. The Committee shall also review the organizational structure, qualifications, and resources of the internal audit function to ensure that it is appr

2. Internal Audit Plan. The Committee shall review and approve the annual internal audit plan, including the scope, priorities, budget, and staffing of the internal audit function. The Committee shall ensure that the internal audit plan is risk-based and addresses the Company's significant risks, including financial reporting risks, compliance risks, and operational risks. The Committee shall also review any signific

3. Internal Audit Reports. The Committee shall receive and review periodic reports from the internal audit function regarding the results of completed internal audits, the status of management's remediation of identified issues and audit findings, and the overall effectiveness of the internal audit function. The Committee shall discuss with the head of internal audit any significant findings, trends, or concerns iden

4. Direct Reporting. The Committee shall ensure that the head of the Company's internal audit function has a direct and unrestricted reporting line to the Committee, in addition to any administrative reporting relationship to management. The head of internal audit shall have direct access to the Chairperson of the Committee and shall be authorized to communicate with the Committee at any time regarding any matter tha

1. Legal Compliance. The Committee shall review with the Company's General Counsel (Rachel Moynihan), and with outside counsel (Calderwood & Harkness LLP) as appropriate, any legal matters that could have a material impact on the Company's financial statements, compliance policies, or internal controls. Such review shall include, without limitation, pending or threatened litigation, regulatory proceedings, government

2. Regulatory Compliance. The Committee shall receive periodic reports from management regarding the Company's compliance with applicable laws and regulations, including healthcare regulatory requirements such as the Health Insurance Portability and Accountability Act ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), state privacy laws, and other applicable federal and stat

3. Related Party Transactions. The Committee shall review and approve or ratify all related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K, in accordance with the Company's Related Party Transactions Policy. The Committee shall consider, among other factors, the terms of such transactions, the business purpose and rationale, the potential benefits and risks to the Company, and whet

4. Code of Ethics. The Committee shall oversee compliance with the Company's Code of Business Conduct and Ethics (the "Code") and shall receive reports from the General Counsel or the Chief Compliance Officer (when appointed) regarding compliance with the Code, including any material violations or concerns. The Committee shall also receive reports regarding any waivers of, or amendments to, the Code that are applicab

5. Whistleblower Procedures. The Committee shall establish and maintain procedures for: (a) The receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; (b) The confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and (c) The protection of the identity an

1. Tax Positions and Planning. The Committee shall review periodically with management the Company's tax positions and planning strategies, including the status of the Company's research and development tax credits, which totaled $8,700,000 generated in fiscal year 2023, with a cumulative carryforward of $12,400,000 as of the end of fiscal year 2023. The Committee shall also review the Company's compliance with feder

2. Tax Audits and Disputes. The Committee shall receive reports from management regarding any material tax audits, assessments, or disputes involving the Company, including the status of any pending or threatened proceedings and the Company's strategy for resolving such matters. The Committee shall discuss with management the potential financial exposure arising from any such audits, assessments, or disputes. G. Cred

1. Covenant Compliance. The Committee shall receive periodic reports from the Chief Financial Officer regarding the Company's compliance with the financial covenants under the Company's senior secured revolving credit facility with Keypoint National Bank, N.A. (the "Revolving Credit Facility"). The Revolving Credit Facility has a total commitment of $150,000,000, and the following financial maintenance covenants appl

ARTICLE VI — REPORTING A. Reports to the Board The Chairperson of the Committee (or, in her absence, a designee selected by the Committee) shall report to the full Board following each meeting of the Committee regarding the Committee's activities, findings, conclusions, and recommendations. Such report shall include a summary of the matters discussed at the meeting, any actions taken by the Committee, and any recomme

ARTICLE VII — ANNUAL EVALUATION AND CHARTER REVIEW The Committee shall review and reassess the adequacy of this Charter at least annually. In conducting such review, the Committee shall consider whether this Charter adequately addresses the Committee's responsibilities and authorities in light of current legal and regulatory requirements, best practices in corporate governance, and the evolving needs of the Company.

ARTICLE VIII — LIMITATION OF COMMITTEE'S ROLE While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with GAAP and applicable rules and regulations, or to assure compliance with laws, regulations, or any internal

ARTICLE IX — EFFECTIVE DATE This Charter was adopted by the Board of Directors of Arbor Health Technologies Inc. effective upon the closing of the Company's initial public offering of common stock on the New York Stock Exchange, February 13, 2024. This Charter supersedes any prior charter of the Committee or any prior resolutions of the Board establishing or governing the Committee. APPROVED AND ADOPTED BY THE BOARD