Contract analysis

I. PURPOSE The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), is established by the Board to assist the Board in fulfilling its oversight responsibilities with respect to the following matters:

1. The compensation of the Company's executive officers, including the Chief Executive Officer (the "CEO"), and the evaluation of the CEO's performance in connection with such compensation determinations;

2. The oversight of the Company's overall compensation philosophy, policies, and programs, including the alignment of such philosophy, policies, and programs with the Company's strategic objectives, regulatory requirements, and the interests of the Company's stockholders;

3. The administration of the Company's equity compensation plans, including the 2024 Equity Incentive Plan and the 2024 Employee Stock Purchase Plan (collectively, with any successor plans, the "Equity Plans"), and the oversight of equity awards made thereunder;

4. The review and oversight of the Company's human capital management strategies as they relate to compensation, including the attraction, retention, and motivation of key talent critical to the Company's success in the healthcare services and software-as-a-service industry;

5. The production of the annual Compensation Committee Report required by the rules and regulations of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's proxy statement or annual report on Form 10-K, as applicable;

6. The evaluation of the independence of any compensation consultant, legal counsel, or other adviser retained by the Committee in accordance with applicable listing standards and federal securities laws; and

7. Such other duties and responsibilities as may be delegated to the Committee by the Board from time to time. In fulfilling its purpose, the Committee shall act in compliance with the requirements of Section 303A.05 of the New York Stock Exchange ("NYSE") Listed Company Manual, Section 10C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10C-1 promulgated thereunder, as each may be a

II. COMPOSITION AND MEMBERSHIP A. Number of Members The Committee shall consist of no fewer than three (3) members of the Board. The Board may from time to time increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of no fewer than three (3) members. B. Initial Members The initial members of the Committee, effective upon the closing of the Company's initia

III. MEETINGS AND PROCEDURES A. Frequency. The Committee shall meet at least four (4) times per year and more frequently as circumstances require in order to fulfill its duties and responsibilities under this Charter. The Committee shall establish a regular meeting calendar on an annual basis, which calendar shall be coordinated with the Company's annual financial reporting and proxy statement preparation schedule. M

IV. AUTHORITY AND RESPONSIBILITIES The Committee shall have the following authority and responsibilities, in addition to any other duties that may be delegated to the Committee by the Board from time to time. In discharging its responsibilities, the Committee shall exercise its business judgment and may rely on information, opinions, reports, and statements prepared or presented by management, outside advisers, and o

1. CEO Compensation. The Committee shall review and approve, or review and recommend to the Board for approval, the annual base salary, annual cash incentive compensation (including target bonus opportunity, performance metrics, and actual payout amounts), long-term incentive compensation, equity-based awards (including stock options, restricted stock units, and performance-based equity awards), and any other compens

2. Other Executive Officers. The Committee shall review and approve, or review and recommend to the Board for approval, the compensation for all other executive officers of the Company, including the Co-Founder and Chief Technology Officer (Margaret Tsujimoto), the Chief Financial Officer (David Halderman), the General Counsel and Corporate Secretary (Rachel Moynihan), and the Chief Medical Officer (Dr. Priya Subrama

3. Compensation Philosophy and Peer Group. The Committee shall establish and periodically review the Company's overall compensation philosophy and strategy to ensure that such philosophy and strategy are appropriately designed to: (a) Align the interests of the Company's executive officers with the interests of the Company's stockholders through the use of equity-based and performance-based compensation; (b) Support

1. Plan Administration. The Committee shall serve as the administrator of the Company's equity compensation plans, with full authority to exercise all powers and make all determinations authorized by the terms of each such plan, except to the extent such powers are reserved to the Board or delegated to an officer of the Company as provided in Section V of this Charter. The equity compensation plans currently administ

2. Section 162(m) and Tax Matters. The Committee shall consider the tax and accounting implications of the Company's compensation programs, including the impact of Section 162(m) of the Code, which generally limits the deductibility for federal income tax purposes of compensation paid to "covered employees" (as defined in Section 162(m)) in excess of $1,000,000 per taxable year. While the Committee shall be mindful o

1. Authority to Retain Advisers. The Committee shall have the sole authority to retain, compensate, oversee the work of, and terminate any compensation consultant, outside legal counsel, or other adviser that the Committee deems necessary or appropriate to assist it in fulfilling its responsibilities. The Committee shall have direct access to such advisers and shall not be required to obtain the approval of the Board

2. Independence Assessment. Before selecting or receiving advice from any compensation consultant, legal counsel, or other adviser (other than the Company's in-house counsel), the Committee shall assess the independence of such adviser, taking into consideration all relevant factors, including the following factors specified in Section 303A.05(c)(iv) of the NYSE Listed Company Manual and Rule 10C-1(b)(4) under the Ex

3. Current Compensation Consultant. The Company has previously engaged Hargrove Prindaux Advisory Group LLC, with principal offices at 1600 Market Street, Suite 3400, Philadelphia, Pennsylvania 19103 ("Hargrove Ellis"), as its independent executive compensation consultant. Hargrove Ellis has been retained to advise the Committee on IPO-readiness compensation matters, including the design of the Company's post-IPO exe

I. Stockholder Engagement on Compensation Matters The Committee shall oversee the Company's engagement with stockholders on executive compensation matters. The Committee shall monitor and consider the views expressed by stockholders, proxy advisory firms, and other stakeholders regarding the Company's executive compensation programs and practices, and shall take such views into consideration in designing and modifyin

V. DELEGATION The Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees of the Committee, each consisting of one or more members of the Committee, to the extent permitted by applicable law, the NYSE listing standards, the Company's Amended and Restated Certificate of Incorporation, the Company's Amended and Restated Bylaws, and the terms of the applicable equity compensat

VI. ANNUAL PERFORMANCE EVALUATION The Committee shall conduct an annual self-evaluation of its performance and effectiveness in fulfilling its duties and responsibilities under this Charter. The evaluation shall be conducted in such manner as the Committee deems appropriate, which may include the completion of written questionnaires, discussions among Committee members, or input from management, outside advisers, or

VII. RESOURCES AND FUNDING The Committee shall have unrestricted access to all books, records, facilities, and personnel of the Company as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee may require any officer or employee of the Company, or any representative of the Company's outside counsel, independent compensation consultant, or other adviser, to attend any meet

VIII. LIMITATIONS While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to conduct audits, to determine that the Company's compensation programs are in compliance with all applicable laws and regulations, or to guarantee specific outcomes. The Committee's responsibilities are ones of oversight, and the Committee is entitled to rely on the expertise and

IX. AMENDMENTS This Charter may be amended by the Board at any time and from time to time, upon the recommendation of the Committee or on the Board's own initiative, without stockholder approval (unless stockholder approval is otherwise required by applicable law or listing standards). Any amendment to this Charter shall be effective upon approval by the Board, and the amended Charter shall be promptly made available

X. PUBLIC AVAILABILITY This Charter shall be made available on the Company's website at www.arborhealthtech.com, in the "Investors — Corporate Governance" section, in accordance with the applicable listing standards of the NYSE and the rules and regulations of the SEC. A copy of this Charter, or a statement indicating that the Charter is available on the Company's website, shall be included in or referenced in the Co