Contract analysis

ARTICLE I: PURPOSE The purpose of the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan (the "Plan") is to provide eligible employees of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and its Designated Subsidiaries with the opportunity to purchase shares of Common Stock of the Company at a discounted price through accumulated payroll deductions. By providing employees with a c

ARTICLE II: DEFINITIONS Wherever used in the Plan, the following terms shall have the meanings set forth below. Terms not otherwise defined herein shall have the meanings ascribed to them under the Code, the Exchange Act, or applicable rules of the New York Stock Exchange, as the context requires.

Section 2.1 — "Applicable Law." "Applicable Law" means any applicable law, statute, enactment, rule, regulation, order, ordinance, requirement, or pronouncement, whether federal, state, local, or foreign, including without limitation the Code and the Treasury Regulations promulgated thereunder, the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, Rule 16b-3 promulgated under the Exchange A

Section 2.2 — "Board." "Board" means the Board of Directors of Arbor Health Technologies Inc.

Section 2.3 — "Code." "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations, revenue rulings, notices, procedures, and other published guidance issued by the Internal Revenue Service or the Department of the Treasury promulgated thereunder. Any reference to a specific section of the Code shall include such section, any valid regulation or other guidance promulgated

Section 2.4 — "Committee." "Committee" means the Compensation Committee of the Board, or such other committee of the Board as the Board may from time to time designate to administer the Plan. As of the date of adoption of the Plan, the Committee is chaired by Dr. Samuel Obadina, with Diana Coltrane and Carolyn Whittemore serving as members. Each member of the Committee shall qualify as a "non-employee director" withi

Section 2.5 — "Common Stock." "Common Stock" means the common stock of the Company, par value $0.001 per share, listed on the New York Stock Exchange under the ticker symbol "ARHT," assigned CUSIP Number 039217105, and includes any securities into which such common stock may be converted, reclassified, or exchanged following a Corporate Transaction or adjustment event described in Article X.

Section 2.6 — "Company." "Company" means Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal executive office located at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142, Federal Employer Identification Number 47-3891205, and any successor entity thereto.

Section 2.7 — "Compensation." "Compensation" means, with respect to any Participant for any payroll period, the total gross cash compensation paid or payable by the Company or a Designated Subsidiary to such Participant as base salary or wages for services rendered during such payroll period, including: (a) regular straight-time pay; (b) overtime pay; (c) shift differentials; (d) commissions actually paid during the

Section 2.8 — "Contributions." "Contributions" means the amounts withheld from a Participant's Compensation pursuant to the Participant's payroll deduction authorization filed in accordance with Section 5.2 of the Plan for the purpose of purchasing shares of Common Stock under the Plan.

Section 2.9 — "Designated Subsidiary." "Designated Subsidiary" means any Subsidiary of the Company that has been designated by the Committee from time to time as eligible to participate in the Plan. Only employees of a Designated Subsidiary (and not employees of any non-designated Subsidiary) shall be eligible to participate in the Plan. The Committee may designate or revoke the designation of any Subsidiary at any t

Section 2.10 — "Eligible Employee." "Eligible Employee" means any employee of the Company or a Designated Subsidiary who is customarily employed for more than twenty (20) hours per week and for more than five (5) months in any calendar year. Notwithstanding the foregoing, the following individuals shall not be considered Eligible Employees and shall not be eligible to participate in the Plan: (a) Any employee who, im

Section 2.11 — "Enrollment Date." "Enrollment Date" means the first Trading Day of each Offering Period, or such other date as the Committee may determine in its sole discretion. The Enrollment Date is also referred to herein as the "Offering Date" for purposes of determining the Fair Market Value of shares of Common Stock at the commencement of an Offering Period.

Section 2.12 — "Exercise Date." "Exercise Date" means the last Trading Day of each Purchase Period, or such other date as the Committee may determine. Unless otherwise determined by the Committee, the Exercise Date for each Offering Period shall be the last Trading Day of each semi-annual Purchase Period within such Offering Period. On each Exercise Date, each Participant's accumulated Contributions shall be applied

Section 2.13 — "Exercise Price." "Exercise Price" (also referred to as the "Purchase Price") means, with respect to any Exercise Date, an amount per share of Common Stock equal to eighty-five percent (85%) of the lesser of: (a) the Fair Market Value of a share of Common Stock on the Enrollment Date (i.e., the Offering Date) of the Offering Period in which such Exercise Date occurs; or (b) the Fair Market Value of a s

Section 2.14 — "Fair Market Value." "Fair Market Value" means, as of any given date, the value of a share of Common Stock determined as follows: (a) If the Common Stock is listed on the New York Stock Exchange (or any other national securities exchange), the Fair Market Value shall be the closing sales price of the Common Stock as reported on such exchange on the date of determination (or, if no sales of Common Stock

Section 2.15 — "IPO Effective Date." "IPO Effective Date" means the date on which the Company's Registration Statement on Form S-1, filed with the Securities and Exchange Commission under File Number 333-276841, is declared effective by the Securities and Exchange Commission and shares of Common Stock are first sold to the public pursuant to the Company's initial public offering. The IPO Effective Date is February 8,

Section 2.16 — "Offering Date." "Offering Date" means the first Trading Day of each Offering Period, which coincides with the Enrollment Date as defined in Section 2.11.

Section 2.17 — "Offering Period." "Offering Period" means a period during which Contributions may be made toward the purchase of shares of Common Stock under the Plan. Each Offering Period shall be approximately six (6) months in duration (semi-annual), unless otherwise determined by the Committee in its sole discretion in accordance with Section 4.2. The first Offering Period shall commence on such date following th

Section 2.18 — "Participant." "Participant" means an Eligible Employee who has enrolled in the Plan in accordance with Article V by completing and submitting the required enrollment form (or electronic enrollment) and who has not withdrawn from the Plan or had participation terminated pursuant to Article VII.

Section 2.19 — "Plan." "Plan" means the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan, as set forth herein and as may be amended, restated, or otherwise modified from time to time.

Section 2.20 — "Purchase Period." "Purchase Period" means each approximately six (6) month period within an Offering Period during which shares of Common Stock may be purchased on the applicable Exercise Date. If the Offering Period is six (6) months in duration, the Purchase Period and the Offering Period shall be coterminous—that is, each Offering Period shall consist of a single Purchase Period. If the Committee e

Section 2.21 — "Subsidiary." "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the purchase right under the Plan, each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one

Section 2.22 — "Trading Day." "Trading Day" means a day on which the New York Stock Exchange is open for regular trading. For the avoidance of doubt, any day on which the New York Stock Exchange closes early due to an emergency or other unscheduled closure shall not be considered a Trading Day unless determined otherwise by the Committee.

Section 2.23 — "Transfer Agent." "Transfer Agent" means Continental Share Services, Inc., or such other transfer agent, registrar, or service provider as the Company may designate from time to time to maintain the stock records and share accounts of the Company.

ARTICLE III: SHARES SUBJECT TO THE PLAN

Section 3.1 — Share Reserve. Subject to adjustment as provided in Section 3.3 and Article X, the maximum aggregate number of shares of Common Stock reserved and available for issuance under the Plan shall be two million sixty thousand (2,060,000) shares of Common Stock, which represents approximately two percent (2%) of the total outstanding shares of Common Stock following the consummation of the Company's initial p

Section 3.2 — Share Recycling. If any purchase right granted under the Plan terminates, expires, or is cancelled for any reason without having been exercised in full (including, without limitation, as a result of a Participant's withdrawal from the Plan pursuant to Section 7.1, a Participant's termination of employment pursuant to Section 7.2, or the application of the purchase limitations set forth in Section 6.3),

Section 3.3 — Adjustments for Capital Changes. In the event of any stock split, reverse stock split, stock dividend, combination of shares, reclassification, recapitalization, reorganization, or other similar change in the capital structure of the Company affecting the Common Stock (whether or not involving the receipt of consideration by the Company), the Committee shall make appropriate and proportionate adjustment

Section 3.4 — No Evergreen Provision. Notwithstanding anything to the contrary in any other plan document of the Company (including, without limitation, the Arbor Health Technologies Inc. 2024 Equity Incentive Plan), the Plan does not contain an automatic annual share increase (commonly referred to as an "evergreen" provision). The share reserve set forth in Section 3.1 shall not be automatically increased on an annu

Section 4.1 — Establishment of Offering Periods. The Plan shall operate through a series of consecutive, semi-annual Offering Periods, each of approximately six (6) months in duration, unless otherwise determined by the Committee pursuant to Section 4.2. The Committee shall establish the specific commencement and ending dates for each Offering Period, including the applicable Enrollment Date(s) and Exercise Date(s).

Section 4.2 — Modification of Offering Periods. The Committee shall have the authority, in its sole discretion, to change the duration of Offering Periods or Purchase Periods (including making such periods shorter or longer) with respect to future offerings under the Plan, without the approval of the stockholders of the Company, provided that: (a) no Offering Period shall exceed twenty-seven (27) months in duration,

Section 4.3 — Overlap of Offering Periods. In the event that the Committee establishes overlapping Offering Periods with multiple Purchase Periods within each Offering Period, the Committee may adopt such rules regarding the reset and rollover of purchase rights as it deems necessary or appropriate. By way of example, if the Fair Market Value of the Common Stock on the first day of a new Purchase Period within an ong

ARTICLE V: PARTICIPATION AND ENROLLMENT

Section 5.1 — Eligibility and Enrollment. An Eligible Employee may enroll in the Plan for an Offering Period by completing and submitting an enrollment form (which may be in electronic form) prescribed by the Committee, during the enrollment period established by the Committee prior to the applicable Enrollment Date. The enrollment form shall specify the Participant's desired rate of payroll deductions and shall incl

Section 5.2 — Payroll Deduction Authorization. At the time of enrollment, each Participant shall authorize payroll deductions from the Participant's Compensation for the purpose of purchasing shares of Common Stock under the Plan. The Participant's payroll deduction authorization shall specify a rate of payroll deduction expressed as a whole percentage of the Participant's Compensation, which rate shall be not less t

Section 5.3 — Changes in Payroll Deductions. A Participant may increase or decrease the rate of payroll deductions during an Offering Period by filing a new payroll deduction authorization form (or electronic request) with the Company in the form and manner prescribed by the Committee. Any such change in the rate of payroll deductions shall become effective as soon as administratively practicable following receipt by

Section 5.4 — Automatic Re-Enrollment. Unless a Participant has withdrawn from the Plan pursuant to Section 7.1, has ceased to be an Eligible Employee, or has otherwise been removed from the Plan, such Participant shall be automatically re-enrolled in each subsequent Offering Period at the same payroll deduction rate in effect at the end of the immediately preceding Offering Period. Automatic re-enrollment shall not

ARTICLE VI: PURCHASE OF SHARES

Section 6.1 — Grant of Purchase Right. On each Enrollment Date, each Participant who is enrolled in the Plan for the applicable Offering Period shall be granted an option (a "purchase right") to purchase shares of Common Stock on the Exercise Date(s) occurring during such Offering Period at the Exercise Price determined in accordance with Section 6.2, subject to the limitations set forth in Section 6.3 and all other

Section 6.2 — Exercise Price. The Exercise Price per share of Common Stock to be purchased on each Exercise Date shall be equal to eighty-five percent (85%) of the lesser of: (a) the Fair Market Value of a share of Common Stock on the Enrollment Date (i.e., the Offering Date) of the Offering Period in which such Exercise Date occurs; or (b) the Fair Market Value of a share of Common Stock on such Exercise Date. The f

Section 6.3 — Purchase Limitations. Notwithstanding any other provision of the Plan: (a) Per-Period Share Limit. No Participant shall be permitted to purchase more than five thousand (5,000) shares of Common Stock (or such other number as the Committee may determine from time to time, subject to adjustment pursuant to Section 3.3) during any single Purchase Period. The Committee may increase or decrease the per-perio

Section 6.4 — Automatic Exercise. On each Exercise Date, each Participant's accumulated Contributions credited to the Participant's Plan account during the applicable Purchase Period shall be applied automatically to purchase the maximum number of whole shares of Common Stock that may be purchased at the applicable Exercise Price, subject to the share and dollar limitations set forth in Section 6.3 and the availabili

Section 6.5 — Oversubscription. In the event that the total number of shares of Common Stock that would be purchased by all Participants on any Exercise Date exceeds the number of shares remaining available for issuance under the Plan pursuant to Section 3.1 (as may be adjusted pursuant to Section 3.3), the available shares shall be allocated among Participants on a pro rata basis, based on the ratio that each Partic

Section 6.6 — Fractional Shares. No fractional shares of Common Stock shall be issued under the Plan. Any Contributions that would result in the purchase of a fractional share on an Exercise Date shall, at the election of the Committee, either (a) be retained in the Participant's Plan account and carried forward for application during the next Purchase Period, or (b) be refunded to the Participant as soon as administ

ARTICLE VII: WITHDRAWAL AND TERMINATION OF EMPLOYMENT

Section 7.1 — Voluntary Withdrawal. A Participant may voluntarily withdraw from the Plan at any time prior to the Exercise Date of the current Offering Period by submitting a written or electronic notice of withdrawal to the Company (or its designee) in the form and manner prescribed by the Committee. Upon receipt of a valid notice of withdrawal: (a) all accumulated Contributions credited to the Participant's Plan ac

Section 7.2 — Termination of Employment. If a Participant's employment with the Company and all Designated Subsidiaries terminates for any reason, whether voluntary or involuntary, including without limitation termination by reason of death, disability, retirement, resignation, or discharge, the Participant shall be deemed to have withdrawn from the Plan effective as of the date of such termination of employment. Upo

Section 7.3 — Leave of Absence. If a Participant is on an approved leave of absence (whether paid or unpaid), the Participant may elect to continue participation in the Plan through payroll deductions to the extent that payroll deductions are administratively feasible during such leave. If payroll deductions are not feasible during a leave of absence, the Participant may elect to suspend Contributions for the duratio

ARTICLE VIII: SHARES; ACCOUNTS

Section 8.1 — Brokerage or Plan Accounts. Shares of Common Stock purchased under the Plan on behalf of Participants shall be held in a brokerage account maintained by a broker-dealer or financial institution designated by the Company for the benefit of each Participant, or shall be delivered in book-entry form through the Company's Transfer Agent, Continental Share Services, Inc., or otherwise as the Committee may de

Section 8.2 — Holding Period Requirement. In order to receive the favorable tax treatment available under Section 423 of the Code for shares acquired under the Plan, a Participant may not dispose of such shares (whether by sale, exchange, gift, or other transfer) within the earlier of the following periods (the "Required Holding Period"): (a) two (2) years after the Offering Date on which the purchase right for such

Section 8.3 — Rights as a Stockholder. A Participant shall have no rights as a stockholder of the Company (including, without limitation, the right to receive dividends, vote, or exercise any other rights of a stockholder) with respect to shares of Common Stock subject to any purchase right under the Plan until such shares are purchased on the applicable Exercise Date and credited to the Participant's brokerage or pl

Section 8.4 — No Interest on Contributions. No interest shall accrue or be paid on any Contributions credited to a Participant's Plan account at any time, whether or not such Contributions are subsequently applied to the purchase of shares of Common Stock or are refunded to the Participant upon withdrawal or termination of employment. The Company shall not be required to segregate or hold in trust any Contributions c

Section 9.1 — Committee Administration. The Plan shall be administered by the Committee. The Committee shall have full and exclusive discretionary authority to: (a) construe, interpret, and apply the terms and provisions of the Plan; (b) determine eligibility to participate in the Plan and resolve any questions regarding the eligibility of any individual; (c) establish the dates and duration of Offering Periods and P

Section 9.2 — Delegation. The Committee may delegate ministerial and administrative functions relating to the Plan to one or more officers or employees of the Company, including without limitation the authority to process enrollment forms, maintain Participant records, coordinate payroll deductions, and communicate with Participants regarding Plan matters. Notwithstanding the foregoing, the Committee may not delegate

Section 9.3 — Determinations Binding. All determinations, interpretations, rules, and decisions made by the Committee (or any person to whom the Committee has delegated authority) pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, including the Company, its Subsidiaries, all Eligible Employees, all Participants, all former Participants, and their respective beneficiaries, h

Section 9.4 — Indemnification. Each member of the Committee, and each officer or employee of the Company to whom the Committee has delegated authority under Section 9.2, shall be indemnified and held harmless by the Company to the fullest extent permitted under the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, any indemnification agreement between such individual and the Co