Contract analysis

I. PURPOSE The Nominating and Corporate Governance Committee (the "Committee") is established by the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), to assist the Board in fulfilling its oversight responsibilities with respect to the governance of the Company and the identification, evaluation, and nomination of qualified individuals to serve as members of t

1. To identify, evaluate, and recommend to the Board qualified individuals to serve as directors of the Company, consistent with criteria approved by the Board and the requirements of the New York Stock Exchange ("NYSE") Listed Company Manual and applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC").

2. To recommend to the Board director nominees for election at each annual meeting of stockholders, as well as nominees to fill any vacancies or newly created directorships that may occur between annual meetings.

3. To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company (the "Corporate Governance Guidelines"), and to review and reassess the adequacy of such guidelines periodically, recommending any proposed changes to the Board for approval.

4. To oversee the evaluation of the Board as a whole, each of the Board's standing committees, and, as appropriate, individual directors.

5. To review and make recommendations to the Board regarding the composition, size, and structure of the Board and each of its committees, taking into account the needs of the Company, applicable independence and qualification requirements, and best governance practices.

6. To consider and recommend to the Board such other corporate governance matters as the Committee deems appropriate for a newly public company listed on the NYSE under the ticker symbol "ARHT," including matters related to the Company's charter documents, related person transactions, environmental, social, and governance practices, and stockholder engagement. The Committee shall discharge its responsibilities and sh

II. COMPOSITION A. Number of Members The Committee shall consist of no fewer than three (3) members of the Board, each of whom shall be appointed by the Board on the recommendation of the Committee. The initial members of the Committee shall be appointed by action of the Board in connection with the Company's initial public offering of its common stock (the "IPO"). The Board may, from time to time, increase or decrea

III. MEETINGS AND PROCEDURES A. Frequency. The Committee shall meet as often as it deems necessary or appropriate to carry out its responsibilities, but in no event less than two (2) times per calendar year. The Committee is expected to meet more frequently during periods when the Company is preparing for its annual meeting of stockholders, when director searches are being conducted, or when other governance matters

IV. AUTHORITY AND RESOURCES A. Delegation. The Committee shall have the authority to delegate any of its responsibilities to one or more subcommittees as the Committee deems appropriate in its discretion, provided that each such subcommittee is composed entirely of directors who satisfy the independence requirements applicable to Committee members under Section 303A.04 of the NYSE Listed Company Manual and applicable

V. DUTIES AND RESPONSIBILITIES The following are the principal duties and responsibilities of the Committee. These duties and responsibilities are set forth as a guide, with the understanding that the Committee may supplement or modify them as appropriate in light of changing business conditions, regulatory requirements, and best governance practices. A. Director Identification, Qualification, and Nomination

1. Identification and Evaluation of Candidates. The Committee shall develop and recommend to the Board criteria for identifying and evaluating potential director nominees, taking into account the composition and needs of the Board and the Company. Such criteria shall include, without limitation, the following considerations: (a) The desired skills, qualifications, and professional experience necessary to complement t

2. Director Nomination Process. The Committee shall recommend to the Board nominees for election as directors at each annual meeting of stockholders, as well as nominees to fill any vacancies on the Board and any newly created directorships resulting from an increase in the authorized number of directors. In connection with each annual meeting of stockholders, the Committee shall: (a) Review and assess the qualificat

3. Stockholder Nominations. The Committee shall establish and maintain procedures for the consideration of Board candidates recommended by stockholders of the Company, consistent with the Company's proxy access provisions (if any) and the advance notice provisions of the Amended and Restated Bylaws. Stockholder-recommended candidates shall be evaluated using the same criteria and procedures that the Committee applies

4. Board Diversity. The Committee shall consider Board diversity broadly in fulfilling its nomination responsibilities, including diversity of viewpoints, professional experience, education, skills, and other individual qualities and attributes, as well as diversity of race, gender, ethnicity, age, national origin, and other characteristics. The Committee shall report to the Board periodically on the effectiveness of

1. Board Size and Structure. The Committee shall periodically review and make recommendations to the Board concerning the appropriate size and overall composition of the Board, taking into account the nature and scope of the Company's operations, the needs of the Board's committees, and the availability of qualified candidates. The Committee shall also review the Board's classified structure, consisting of three clas

2. Committee Structure and Assignments. The Committee shall recommend to the Board the appointment of directors to each standing committee of the Board, including the Audit Committee (currently chaired by Carolyn Whittemore), the Compensation Committee (currently chaired by Dr. Samuel Obadina), and this Committee. The Committee shall periodically review the composition of each Board committee to ensure that each comm

3. Director Independence. The Committee shall annually review the relationships between each director (and his or her immediate family members and affiliates) and the Company and its subsidiaries and affiliates to determine whether each director satisfies the independence requirements of Section 303A.02 of the NYSE Listed Company Manual and applicable SEC rules. The Committee shall recommend to the Board its determin

4. Investor Designees. The Committee shall consider the board designation rights of the Company's pre-IPO investors in fulfilling its responsibilities under this Charter. As of the effective date of this Charter, the designees of Brindoval Trelvon Partners on the Board include Leonard Corbett and Diana Coltrane, and the designee of Ridgeline Growth Equity on the Board is Howard Feng. The Committee acknowledges that t

1. Development and Review of Corporate Governance Guidelines. The Committee shall develop and recommend to the Board a set of Corporate Governance Guidelines for the Company. The Corporate Governance Guidelines, adopted effective upon the IPO, shall address, among other matters, the following topics: (a) Board composition, size, and structure; (b) Director independence standards; (c) The role and responsibilities of

2. Code of Business Conduct and Ethics. The Committee shall oversee the Company's Code of Business Conduct and Ethics (the "Code of Conduct"), adopted effective upon the IPO, which is applicable to all employees, officers, and directors of the Company and its subsidiaries. The Committee shall: (a) Review requests for waivers of the Code of Conduct with respect to directors and executive officers and make recommendati

3. Anti-Takeover Provisions and Defensive Measures. The Committee shall periodically review the anti-takeover and defensive provisions contained in the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and any other governance documents, including the following: (a) The prohibition on stockholder action by written consent in lieu of a meeting; (b) The requirement of a supermajo

4. Exclusive Forum Provision. The Committee shall review the exclusive forum provision set forth in the Amended and Restated Certificate of Incorporation, which designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, office

1. Annual Board Evaluation. The Committee shall oversee an annual evaluation of the performance and effectiveness of the Board as a whole. The evaluation may include a self-assessment process, interviews, written questionnaires, or such other methods as the Committee deems appropriate. The Committee shall develop and recommend to the Board the criteria and methodology to be used in conducting the evaluation, which ma

2. Committee Evaluations. The Committee shall oversee annual evaluations of each standing committee of the Board, including the Audit Committee, the Compensation Committee, and this Committee. Each committee evaluation shall assess the committee's performance relative to its charter and applicable regulatory requirements. The Committee shall report the results of these evaluations and any recommendations for improvem

3. Individual Director Evaluation. In connection with the re-nomination of individual directors, the Committee shall consider each director's performance, contributions to the Board and its committees, continuing qualifications (including independence), attendance record, and such other factors as the Committee deems relevant. E. Director Orientation and Continuing Education

1. Orientation Programs. The Committee shall oversee the development and implementation of a comprehensive orientation program for new directors. The orientation program shall familiarize new directors with the Company's business operations, including its cloud-based clinical decision support and population health management platform, revenue cycle management services, analytics services, and operations across 42 sta

2. Continuing Education. The Committee shall encourage and facilitate continuing education opportunities for all directors, including education on topics relevant to healthcare services, health information technology, SaaS business models, data privacy and cybersecurity, regulatory and compliance developments (including HIPAA, HITECH, the Affordable Care Act, and state healthcare regulations), capital markets, and co

1. Succession Planning. The Committee shall oversee and periodically review the Company's succession plan for the Chief Executive Officer (Dr. Nathaniel Rourke) and other senior executive officers, including the following members of the Company's executive leadership team: • Margaret Tsujimoto, Chief Technology Officer • David Halderman, Chief Financial Officer • Rachel Moynihan, General Counsel and Corporate Secreta

1. Review of Related Party Transactions. The Committee shall review and, where appropriate, approve or ratify related person transactions in accordance with the Company's Related Person Transaction Policy, to be adopted in connection with the IPO, and applicable SEC rules, including Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act. Related person transactions s

1. Environmental, Social, and Governance (ESG) Oversight. The Committee shall oversee the Company's policies, practices, and disclosures regarding environmental, social, and governance matters, as the Committee deems appropriate. This responsibility may include reviewing the Company's ESG strategy, public reporting, stakeholder engagement, and alignment with industry best practices and applicable regulatory requireme

2. Political Contributions and Lobbying. The Committee shall review the Company's policies and practices regarding political contributions and lobbying activities, if any, and shall make recommendations to the Board as appropriate regarding the adoption or revision of such policies.

3. Stockholder Engagement on Governance Matters. The Committee shall review and consider stockholder feedback on corporate governance matters, including governance-related stockholder proposals submitted for inclusion in the Company's proxy statement. The Committee shall report to the Board on significant governance-related stockholder communications and shall make recommendations regarding the Company's response to

4. Annual Charter Review. The Committee shall review and reassess the adequacy of this Charter at least annually and shall recommend any proposed changes to the Board for approval. The Committee shall ensure that this Charter continues to comply with the requirements of the NYSE Listed Company Manual, applicable SEC rules and regulations, and best governance practices.

VI. ANNUAL SELF-ASSESSMENT The Committee shall conduct an annual performance evaluation of itself, including a review of the adequacy and appropriateness of this Charter. The evaluation shall compare the Committee's performance with the requirements and responsibilities set forth in this Charter, and the Committee shall assess whether it has fulfilled its duties effectively. The Committee shall report its conclusions

VII. DISCLOSURE The Company shall make this Charter publicly available on the Company's investor relations website (www.arborhealthtech.com) and shall disclose the availability of this Charter in its annual proxy statement, as required by Section 303A.04 of the NYSE Listed Company Manual and applicable SEC regulations. The Company's annual proxy statement shall also disclose the process by which stockholders may reco

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 assure the Company's compliance with applicable laws and regulations. The members of the Committee are not full-time employees of the Company and may or may not be experts or professionals in matters of corporate governance, law, or regulation. Nothing in this

IX. EFFECTIVE DATE AND AMENDMENT This Charter is effective as of the date the Company's shares of common stock commence trading on the New York Stock Exchange under the ticker symbol "ARHT," which date is February 13, 2024, following the closing of the Company's initial public offering. The IPO consisted of 20,000,000 shares of common stock offered to the public (with an overallotment option of 3,000,000 additional s