Contract analysis

I. INTRODUCTION AND PURPOSE These Corporate Governance Guidelines (the "Guidelines") have been adopted by the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation ("Arbor Health" or the "Company"), effective upon the closing of the Company's initial public offering of common stock on the New York Stock Exchange under the ticker symbol "ARHT" on February 13, 2024 (the "IPO"). The

II. BOARD COMPOSITION AND SIZE A. Size of the Board The Board currently consists of seven (7) directors. The Bylaws provide that the size of the Board shall be fixed from time to time exclusively by resolution of the Board, subject to the terms of the Certificate of Incorporation, including any provisions relating to the rights of holders of any series of preferred stock to elect directors. The Board believes that a

III. DIRECTOR INDEPENDENCE A. Independence Standards A majority of the directors serving on the Board shall be independent directors as defined by Section 303A of the NYSE Listed Company Manual and applicable rules and regulations of the SEC. The Board shall annually assess the independence of each director based on all relevant facts and circumstances, including the standards and criteria set forth in the NYSE Liste

IV. ROLE OF THE BOARD AND MANAGEMENT A. Board Responsibilities The business and affairs of the Company are managed under the direction of the Board. The Board is elected by the stockholders to provide oversight of the management of the Company and to act in the best interests of the Company and its stockholders. The Board's responsibilities are exercised both directly and through the Board's standing committees. The

V. CHAIRMAN AND LEAD INDEPENDENT DIRECTOR A. Chairman of the Board Dr. Nathaniel Rourke currently serves as both the Chairman of the Board and the Chief Executive Officer of the Company. The Board has determined that the combined Chairman/CEO structure is currently appropriate for the Company in light of the following considerations: (a) Dr. Rourke's role as Co-Founder of the Company in 2014 and his deep institutiona

VI. BOARD MEETINGS AND PROCEDURES A. Frequency of Meetings The Board shall meet at least four (4) times per year at regularly scheduled meetings, with additional special meetings convened as circumstances require. The Board expects to hold regularly scheduled meetings on an approximately quarterly basis, with such meetings generally scheduled to coincide with the availability of the Company's quarterly and annual fin

VII. BOARD COMMITTEES A. Standing Committees The Board has established three standing committees, each of which operates pursuant to a written charter adopted by the Board effective upon the closing of the IPO. The standing committees of the Board, and their current membership, are as follows:

1. Audit Committee • Carolyn Whittemore (Chair) • Dr. Samuel Obadina • Howard Feng The Audit Committee is responsible for, among other things, assisting the Board in its oversight of the integrity of the Company's financial statements, the Company's compliance with legal and regulatory requirements, the qualifications and independence of the Company's independent registered public accounting firm, and the performance

2. Compensation Committee • Dr. Samuel Obadina (Chair) • Diana Coltrane • Carolyn Whittemore The Compensation Committee is responsible for, among other things, reviewing and approving or recommending to the Board the compensation of the CEO and other executive officers, overseeing the Company's equity compensation plans and other incentive programs, and reviewing and recommending to the Board the compensation of non-

3. Nominating and Corporate Governance Committee • Leonard marsh (Chair) • Howard Feng • Dr. Samuel Obadina The Governance Committee is responsible for, among other things, identifying and recommending director candidates to the Board, developing and recommending corporate governance guidelines and policies, overseeing the annual Board and committee self-evaluation process, and advising the Board on corporate governa

VIII. DIRECTOR COMPENSATION A. Compensation Philosophy Non-employee director compensation shall be designed to attract and retain highly qualified directors, align the interests of directors with those of the Company's stockholders, and reflect the significant time commitment and responsibility associated with Board service. The Board believes that non-employee director compensation should be competitive with compens

IX. CEO EVALUATION A. Annual Review The Compensation Committee, in consultation with the independent directors, shall conduct a formal annual evaluation of the performance of the Chief Executive Officer, Dr. Nathaniel Rourke. The purpose of the annual CEO evaluation is to provide the CEO with constructive feedback on his performance, to establish performance expectations for the coming year, and to inform the Compens

X. MANAGEMENT SUCCESSION PLANNING A. Ongoing Planning The Board recognizes that succession planning for the Chief Executive Officer and other key executive officers is among the most critical responsibilities of the Board. Effective succession planning ensures continuity of leadership, preserves institutional knowledge, and minimizes disruption to the Company's operations in the event of planned or unplanned leadersh

XI. STOCK OWNERSHIP GUIDELINES A. Directors. Each non-employee director shall be expected to accumulate and hold shares of the Company's common stock with a value equal to at least five (5) times the annual cash retainer for Board service within five (5) years of the later of (i) the adoption of these Guidelines or (ii) the date the director first joins the Board. The Board believes that meaningful stock ownership by

XII. DIRECTOR ORIENTATION AND CONTINUING EDUCATION A. New Director Orientation Each new director shall participate in a comprehensive orientation program designed to familiarize the director with the Company's business, strategic plans, financial condition, corporate governance framework, and key policies and procedures. The orientation program is designed to enable new directors to contribute meaningfully to Board d

XIII. BOARD AND COMMITTEE SELF-EVALUATION A. Annual Self-Assessment The Board, and each standing committee of the Board, shall conduct an annual self-evaluation to assess its performance, effectiveness, and adherence to the principles set forth in these Guidelines and the applicable committee charters. The annual self-evaluation process is an important tool for promoting continuous improvement in the Board's governan

XIV. DIRECTOR TENURE AND RETIREMENT A. Term Limits The Board does not believe that fixed term limits for directors are appropriate at this time. The Board recognizes that term limits may have the benefit of promoting periodic refreshment of Board membership, but believes that the potential costs of such limits — including the premature loss of directors who have developed valuable institutional knowledge, deep unders

XV. COMMUNICATIONS WITH THE BOARD A. Stockholder and Interested Party Communications The Board believes that it is important for stockholders and other interested parties to have a means of communicating with the Board, the Lead Independent Director, the independent directors as a group, or any individual director. Stockholders and other interested parties may communicate with the Board by writing to the following ad

XVI. RELATED PARTY TRANSACTIONS The Audit Committee shall review and approve or ratify all related party transactions in accordance with the Company's Related Party Transactions Policy and applicable NYSE and SEC rules and regulations, including Item 404 of Regulation S-K. A "related party transaction" is generally defined as a transaction, arrangement, or relationship (or any series of similar transactions, arrangem