Contract analysis

ARTICLE 1: PURPOSE The purpose of the Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "Plan") is to advance the interests of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and its stockholders by providing a means to attract, retain, and motivate employees, consultants, and members of the Board of Directors of the Company and its Affiliates who are expected to make important co

ARTICLE 2: DEFINITIONS As used in this Plan, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them elsewhere in the Plan. 2.1 "Administrator" means the Board of Directors of the Company, or a Committee designated by the Board to administer the Plan. Unless the Board determines otherwise, the Administrator shall be the Compen

ARTICLE 3: SHARES SUBJECT TO THE PLAN

Section 3.1 — Share Reserve Subject to adjustment as provided in Section 3.4 and the operation of the evergreen provision set forth in Section 3.2, the maximum aggregate number of shares of Common Stock that may be issued pursuant to Awards granted under this Plan shall be ten million three hundred thousand (10,300,000) shares, which represents approximately ten percent (10%) of the Company's post-IPO outstanding sha

Section 3.2 — Annual Evergreen Provision On the first day of each Fiscal Year beginning with the Fiscal Year commencing January 1, 2025, and continuing through and including the Fiscal Year commencing January 1, 2034, the number of shares of Common Stock reserved and available for issuance under this Plan shall automatically increase by an amount equal to the lesser of: (a) three percent (3%) of the total number of s

Section 3.3 — Share Counting and Recycling The following rules shall apply for purposes of determining the number of shares of Common Stock available for issuance under the Plan: (a) Returned Shares. If any Award granted under this Plan expires, is forfeited, is cancelled, or terminates for any reason without the issuance of shares of Common Stock (or, in the case of Restricted Stock Awards, if shares are forfeited b

Section 3.4 — Adjustments for Capital Changes In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off, reorganization, partial or complete liquidation, or other similar change in the capital structure of the Company (including an extraordinary dividend or distribution in a form other than Common Stock), or in the event of any

Section 3.5 — Substitute Awards Awards may be granted under this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or an Affiliate, or with which the Company or an Affiliate combines, in each case in a transaction constituting a "change in the ownership or effective control" or a "change in the ownership of a substantial portion of the as

Section 4.1 — General Eligibility Awards may be granted under this Plan to any Employee, Consultant, or Director of the Company or any of its Affiliates, as determined by the Administrator. The Administrator shall select the Participants to whom Awards shall be granted, shall determine the type and amount of each Award, and shall establish the terms and conditions of each Award, in each case subject to the provisions

Section 4.2 — Non-Employee Director Compensation Limit Notwithstanding any other provision of this Plan, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any non-employee Director during any single Fiscal Year, taken together with any cash fees, retainers, or other cash compensation paid or payable to such non-empl

Section 5.1 — Authority of the Administrator The Plan shall be administered by the Administrator. Subject to the terms of this Plan and Applicable Law, the Administrator shall have full power and authority to: (a) select and designate the Employees, Consultants, and Directors who shall be granted Awards; (b) determine the type or types of Awards to be granted to each Participant; (c) determine the number of shares of

Section 5.2 — Committee Composition The Committee shall consist of no fewer than two (2) members of the Board. Each member of the Committee shall qualify as: (a) a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act; and (b) an "independent director" as defined under the rules and listing standards of the New York Stock Exchange, including Section 303A.05 of the NYSE Listed Com

Section 5.3 — Indemnification Each member of the Administrator (including each member of the Committee and the Board, and each officer to whom authority has been delegated pursuant to Section 5.1) shall be indemnified and held harmless by the Company against and from any and all losses, costs, liabilities, and expenses (including attorneys' fees) that may be imposed upon or reasonably incurred by such person in conne

Section 6.1 — Grant of Options The Administrator may grant Options to eligible Employees, Consultants, and Directors, subject to the terms and conditions of this Plan. Each Option shall be designated in the applicable Award Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option. If an Option is not expressly designated as an Incentive Stock Option, or if an Option designated as an Incentive Sto

Section 6.2 — Exercise Price The per-share exercise price of each Option granted under this Plan shall be established by the Administrator at the time of grant and shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the per-share exercise price shall not be less than o

Section 6.3 — Vesting and Exercisability The vesting schedule applicable to each Option shall be determined by the Administrator and set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, Options shall vest in accordance with the following standard vesting schedule: twenty-five percent (25%) of the shares subject to the Option shall vest and become exercisable on the first ann

Section 6.4 — Option Period (Term) Each Option shall be exercisable for a period specified in the applicable Award Agreement (the "Option Period"), which shall in no event extend beyond the tenth (10th) anniversary of the date of grant. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the Option Period shall not extend beyond the fifth (5th) anniversary of the date of grant. If the Optio

Section 6.5 — Method of Exercise Options shall be exercised by delivery of written or electronic notice to the Company (or its designated agent), in such form as the Administrator may require, specifying the number of shares of Common Stock with respect to which the Option is being exercised. Such notice shall be accompanied by full payment of the aggregate exercise price and any applicable tax withholding obligation

Section 6.6 — Termination of Service The following provisions shall apply to the exercise of vested Options following termination of a Participant's Continuous Service, unless otherwise provided in the applicable Award Agreement or in a written employment, consulting, or severance agreement between the Participant and the Company or an Affiliate: (a) Termination Other Than for Cause, Disability, or Death. If a Partic

Section 6.7 — ISO Limitations The aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which Incentive Stock Options become exercisable for the first time by any Participant during any calendar year (under this Plan and all other plans of the Company and its Subsidiaries) shall not exceed one hundred thousand dollars ($100,000). To the extent that the aggregate Fa

ARTICLE 7: STOCK APPRECIATION RIGHTS

Section 7.1 — Grant of SARs The Administrator may grant Stock Appreciation Rights to eligible Employees, Consultants, and Directors, subject to the terms and conditions of this Plan. SARs may be granted independently of, or in tandem with, Options. A SAR granted in tandem with an Option shall be exercisable only to the extent that the related Option is exercisable and shall terminate upon the termination or exercise

Section 7.2 — SAR Exercise Price The per-share exercise price of each SAR granted under this Plan shall be established by the Administrator at the time of grant and shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant. In no event shall the per-share exercise price of any SAR be less than the Fair Market Value of a share of Common Stock on the date

Section 7.3 — Vesting, Term, and Exercise The vesting schedule applicable to each SAR shall be determined by the Administrator and set forth in the applicable Award Agreement. The Administrator may establish time-based vesting, performance-based vesting, or any combination thereof. No SAR shall be exercisable after the expiration of ten (10) years from the date of grant. SARs may be exercised in whole or in part, sub

Section 7.4 — Termination of Service The provisions of Section 6.6 (Termination of Service) applicable to Options shall apply equally to Stock Appreciation Rights granted under this Article 7, with such modifications as are appropriate to reflect the terms of SARs, unless otherwise provided in the applicable Award Agreement.

ARTICLE 8: RESTRICTED STOCK AWARDS

Section 8.1 — Grant of Restricted Stock The Administrator may grant Restricted Stock Awards to eligible Employees, Consultants, and Directors, subject to the terms and conditions of this Plan. Each Restricted Stock Award shall consist of shares of Common Stock that are issued to the Participant subject to restrictions on transfer, vesting conditions, and/or forfeiture conditions, as set forth in the applicable Award

Section 8.2 — Restrictions and Conditions During the restriction period applicable to a Restricted Stock Award, the shares of Common Stock subject to such Award may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of or encumbered by the Participant, except as otherwise provided in the applicable Award Agreement or as permitted by the Administrator. The restrictions imposed on shares o

Section 8.3 — Rights as a Stockholder Subject to the restrictions set forth in this Article 8 and in the applicable Award Agreement, a Participant who has been granted a Restricted Stock Award shall have the rights of a stockholder of the Company with respect to the shares of Common Stock subject to such Award, including the right to vote such shares and the right to receive dividends with respect to such shares; pro

Section 8.4 — Certificates and Legends Shares of Common Stock subject to a Restricted Stock Award may be evidenced in such manner as the Administrator shall determine, including by book-entry registration in the name of the Participant with the Company's transfer agent, Continental Share Services, Inc. If certificates representing shares of Restricted Stock are issued, such certificates shall bear such restrictive le

Section 8.5 — Forfeiture Upon the termination of a Participant's Continuous Service prior to the lapse of restrictions on all or any portion of a Restricted Stock Award, the unvested shares of Restricted Stock shall be immediately forfeited and returned to the Company without consideration (or, if the Participant paid a purchase price for such shares, repurchased by the Company at the original purchase price paid by

ARTICLE 9: RESTRICTED STOCK UNITS

Section 9.1 — Grant of RSUs The Administrator may grant Restricted Stock Units to eligible Employees, Consultants, and Directors, subject to the terms and conditions of this Plan. Each RSU shall represent the right to receive one (1) share of Common Stock (or the cash equivalent thereof, as determined by the Administrator) upon the satisfaction of applicable vesting conditions, as set forth in the applicable Award Ag

Section 9.2 — Vesting The vesting schedule applicable to each grant of RSUs shall be determined by the Administrator and set forth in the applicable Award Agreement. The Administrator may establish time-based vesting, performance-based vesting, or a combination thereof, as it deems appropriate. Unless otherwise specified in the Award Agreement, RSUs shall vest in acco