Contract analysis

Section 1: Grant of Restricted Stock Units 1.1 Grant. The Company hereby grants to the Participant a total of [●] restricted stock units (collectively, the "Award"), subject to the terms and conditions set forth in this Agreement and the Plan. The total number of RSUs comprising the Award represents approximately zero and one-half percent (0.50%) of the fully diluted equity of the Company as of the Grant Date, calcul

Section 2: Vesting 2.1 Vesting Schedule. Subject to the Participant's continued employment with the Company (or any subsidiary or affiliate thereof) through each applicable vesting date, and subject to the acceleration provisions set forth in Sections 4 and 5 below, the RSUs shall vest in three (3) substantially equal annual installments as follows: (a) First Tranche: Thirty-three and one-third percent (33.33%) of th

Section 3: Settlement of RSUs 3.1 Settlement Timing. Vested RSUs shall be settled by the delivery of shares of Common Stock (or, at the sole discretion of the Committee, the cash equivalent thereof based on the fair market value of one share of Common Stock on the applicable settlement date) within thirty (30) days following the applicable vesting date. In the case of accelerated vesting pursuant to Sections 4 or 5,

Section 4: Termination of Employment 4.1 Termination for Cause. In the event that the Participant's employment with the Company Group is terminated by the Company for "Cause" (as such term is defined in the Employment Agreement), all RSUs that have not vested as of the effective date of such termination shall be immediately and automatically forfeited as of such date without any action required on the part of the Com

Section 5: Change in Control 5.1 Definition of "Change in Control." For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events: (i) The acquisition by any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Ridgeline Capital Partners, LP, Ridgeline Capital Partners Fund IV, LP, or an

Section 6: Section 280G Provisions 6.1 Best-Net Cutback. In the event that the vesting and settlement of RSUs under this Agreement, together with any other payments, benefits, or other amounts to which the Participant is or may become entitled from the Company, any affiliate of the Company, or any person whose actions result in a Change in Control (collectively, the "Total Payments"), would constitute "parachute paym

Section 7: Section 409A Compliance 7.1 Intent to Comply. This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A, and shall be interpreted and administered accordingly. The RSUs granted hereunder are intended to qualify for the "short-term deferral" exemption set forth in Treasury Regulation Section 1.409A-1(b)(4), pursuant to which amounts are not treated as "deferred compensat

Section 8: Tax Withholding 8.1 Withholding Obligation. The Company shall have the right and obligation to deduct from any settlement of RSUs hereunder (or from any other compensation or amounts payable to the Participant by the Company or any member of the Company Group) an amount sufficient to satisfy all applicable federal, state, and local income tax withholding obligations, Federal Insurance Contributions Act (FI

Section 9: Restrictive Covenants and Forfeiture 9.1 Condition on Compliance. The vesting and settlement of RSUs under this Agreement, and the Participant's right to retain any shares of Common Stock (or cash amounts) received upon settlement of RSUs, are expressly conditioned upon the Participant's full compliance with the restrictive covenants set forth in the Employment Agreement and the Employee Non-Competition Ag

Section 10: Transferability 10.1 Non-Transferable. The RSUs may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated, whether voluntarily or involuntarily, by operation of law or otherwise, other than (a) by will or the laws of descent and distribution, or (b) pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Code or Title I of the Employe

Section 11: Rights Under the Plan 11.1 Subject to Plan Terms. This Agreement and the Award evidenced hereby are subject to all of the terms, conditions, limitations, and provisions of the Arbor Health Technologies Inc. 2020 Equity Incentive Plan (as amended May 2021), a copy of which has been provided to the Participant (or will be provided to the Participant prior to or concurrently with the execution of this Agreem

Section 12: No Employment Rights 12.1 Nothing contained in this Agreement shall confer upon the Participant any right to continued employment with the Company or any member of the Company Group, nor shall this Agreement interfere with or restrict in any way the right of the Company to terminate the Participant's employment at any time, with or without Cause, subject to the terms and conditions of the Employment Agree

Section 13: Adjustments 13.1 Capital Changes. In the event of any stock split, reverse stock split, stock dividend, recapitalization, reclassification, reorganization, merger, consolidation, combination, exchange of shares, spin-off, extraordinary distribution, or other similar change in the Company's capital structure or in the outstanding shares of Common Stock, the number and kind of shares of Common Stock (or oth

Section 14: Governing Law and Dispute Resolution 14.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction

Section 15: Miscellaneous Provisions 15.1 Entire Agreement. This Agreement, together with the Plan, the Employment Agreement, the Non-Competition Agreement, and the Stock Option Award Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof (including the grant, vesting, settlement, and forfeiture of the RSUs) and supersedes all prior and contemporaneous negotiations,

Section 16: Participant's Acknowledgment By executing this Agreement, the Participant hereby acknowledges and agrees as follows: (a) The Participant has received a copy of the Arbor Health Technologies Inc. 2020 Equity Incentive Plan (as amended May 2021), and has had a full and adequate opportunity to review the Plan and to understand its terms and provisions, including the definitions of capitalized terms used in t

1. Arbor Health Technologies Inc. 2020 Equity Incentive Plan (as amended May 2021) — The Plan governing the Award, incorporated herein by reference. A copy of the Plan has been provided to the Participant (or will be provided to the Participant prior to or concurrently with the execution of this Agreement).

2. Executive Employment Agreement — The Executive Employment Agreement by and between the Company and the Participant, dated as of [●], 2022, setting forth the terms and conditions of the Participant's employment as Chief Operating Officer of the Company, including base salary, annual bonus opportunity, severance protections, Change in Control severance, and definitions of "Cause" and "Good Reason" referenced herein.

3. Employee Non-Competition Agreement — The Employee Non-Competition Agreement by and between the Company and the Participant, setting forth the restrictive covenants referenced in Section 9 of this Agreement, including non-competition, employee non-solicitation, customer/partner non-solicitation, and confidentiality obligations.

4. Stock Option Award Agreement — The Stock Option Award Agreement by and between the Company and the Participant, dated as of [●], 2022, evidencing the grant of stock options to purchase shares of Common Stock representing 1.25% of the fully diluted equity of the Company, made concurrently with the Award.

5. Schedule A (Prior Inventions Disclosure) — The Participant'