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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ARBOR HEALTH TECHNOLOGIES INC.

Filed with the Secretary of State of the State of Delaware on February 13, 2024

Arbor Health Technologies Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:

1. The Corporation was originally incorporated under the name "Arbor Health Technologies Inc." by filing its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 7, 2014.

2. The Corporation's original Certificate of Incorporation has been amended and/or restated from time to time.

3. This Amended and Restated Certificate of Incorporation (this "Restated Certificate") was duly adopted in accordance with Sections 242 and 245 of the DGCL, and has been duly approved by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with the applicable provisions of Sections 228, 242, and 245 of the DGCL.

4. This Restated Certificate restates, integrates, and further amends the Certificate of Incorporation of the Corporation, as heretofore amended and/or restated.

5. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

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ARTICLE I

NAME. The name of the corporation is Arbor Health Technologies Inc.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904, in the County of Kent. The name of the registered agent of the Corporation at such address is National Registered Agents of Delaware, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office within the State of Delaware. The Corporation may also maintain additional offices for the transaction of business both within and outside the State of Delaware.

ARTICLE III

PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to the conduct, promotion, or attainment of such acts and activities as are not inconsistent with the foregoing and that are permitted by applicable law.

ARTICLE IV

CAPITAL STOCK. Section 4.1 *Authorized Capital Stock.*

The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Four Hundred Fifty Million (450,000,000) shares, consisting of:

(a) Four Hundred Million (400,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"); and

(b) Fifty Million (50,000,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock").

The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) in accordance with Section 4.4 of this Restated Certificate. The Common Stock and the Preferred Stock shall have the rights, preferences, powers, privileges, restrictions, qualifications, and limitations set forth in this Article IV.

Section 4.2 *Common Stock.*

(a) *Voting Rights.* Each holder of record of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters submitted to a vote of the stockholders of the Corporation, including the election of directors. Except as otherwise required by law or by this Restated Certificate, the holders of Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders. There shall be no dual-class stock structure, and the Corporation shall have only a single class of common stock. The holders of shares of Common Stock shall not be entitled to cumulative voting rights with respect to the election of directors or any other matter.

(b) *Dividends.* Subject to the preferential dividend rights, if any, of the holders of any series of Preferred Stock then outstanding, and subject to applicable law, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock, or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. The Corporation shall not be obligated to pay dividends on shares of Common Stock unless and until the Board of Directors has declared such dividends.

(c) *Liquidation Rights.* In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock then outstanding, the holders of shares of Common Stock shall be entitled to share ratably in the remaining assets of the Corporation available for distribution, in proportion to the number of shares of Common Stock held by each such holder. For the avoidance of doubt, neither the merger or consolidation of the Corporation into or with another corporation or other entity, nor the merger or consolidation of another corporation or other entity into or with the Corporation, nor a sale, transfer, lease, or exchange of all or substantially all of the assets of the Corporation shall be deemed to be a liquidation, dissolution, or winding up of the Corporation for purposes of this Section 4.2(c), unless specifically ordered by the Court of Chancery of the State of Delaware or any other court of competent jurisdiction.

(d) *No Preemptive Rights.* No holder of shares of Common Stock shall be entitled to preemptive rights, subscription rights, redemption rights, or conversion rights with respect to shares of Common Stock or any other securities of the Corporation. No shares of Common Stock shall be subject to mandatory redemption or any sinking fund obligation.

Section 4.3 *Preferred Stock.*

The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, and, with respect to each such series, to fix, without further approval of the stockholders of the Corporation (except as may otherwise be provided in the resolution or resolutions establishing such series), the designation, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, and restrictions thereof, of each such series of Preferred Stock, including, without limitation, the following:

(i) the designation of such series, the number of shares to constitute such series (which the Board of Directors may thereafter, except where otherwise provided in the applicable Certificate of Designations, increase or decrease, but not below the number of shares of such series then outstanding), and the stated value thereof, if different from the par value thereof;

(ii) whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited, including, without limitation, the right to elect one or more directors to the Board of Directors of the Corporation;

(iii) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, non-cumulative, or partially cumulative, the conditions and dates upon which such dividends shall be payable, the preference or relation such dividends shall bear to the dividends payable on any other class or classes or any other series of capital stock, and whether such dividends shall be paid in cash, stock, or other property of the Corporation;

(iv) whether the shares of such series shall be subject to redemption by the Corporation, and, if so, the prices, terms, conditions, and times of such redemption, including any sinking fund provisions or obligations of the Corporation with respect thereto;

(v) the rights of holders of shares of such series upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, or upon any distribution of the assets of the Corporation;

(vi) whether the shares of such series shall be convertible into or exchangeable for shares of any other class or classes of capital stock or any other series of Preferred Stock, or any other securities of the Corporation or any other entity, and, if so, the terms and conditions of such conversion or exchange, including the price or prices, the rate or rates of conversion or exchange, and the terms of adjustment, if any;

(vii) restrictions on the issuance of shares of the same series or of any other class or series of capital stock of the Corporation; and

(viii) such other powers, preferences, rights, qualifications, limitations, and restrictions as the Board of Directors may deem advisable and as are not inconsistent with applicable law, this Restated Certificate, and the Bylaws of the Corporation.

For the avoidance of doubt, the authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of any or all of the following, and shares of Preferred Stock of any one series need not be identical to shares of Preferred Stock of any other series:

(a) the conditions under which the holders of shares of such series shall have voting rights, if any, in addition to any voting rights provided by law;

(b) the conditions under which the shares of such series shall be redeemable, including the date or dates upon or after which they shall be redeemable and the amount per share payable in the case of redemption, which amount may vary under different circumstances and at different redemption dates; and

(c) the rights of the holders of shares of such series in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation.

Shares of Preferred Stock of any series that have been redeemed or otherwise reacquired by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes shall, unless otherwise provided in this Restated Certificate or in the applicable Certificate of Designations, have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, or as shares of any other series of Preferred Stock, all subject to the conditions and restrictions on issuance set forth herein.

Section 4.4 *Power to Increase or Decrease Shares.*

The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holders is expressly required pursuant to this Restated Certificate (including any Certificate of Designations relating to any series of Preferred Stock).

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 *Powers.*

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Restated Certificate, or the Bylaws of the Corporation, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Restated Certificate, and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board of Directors which would have been valid if such Bylaws had not been adopted.

Section 5.2 *Number of Directors.*

The number of directors constituting the entire Board of Directors shall be fixed exclusively by resolution adopted by a majority of the entire Board of Directors then in office, subject to any rights of the holders of any series of Preferred Stock to elect additional directors pursuant to this Restated Certificate (including any Certificate of Designations relating to any series of Preferred Stock). As of the date of filing of this Restated Certificate, the Board of Directors consists of seven (7) members: Dr. Nathaniel Rourke (Chairman), Margaret Tsujimoto, Leonard marsh, Diana Coltrane, Howard Feng, Carolyn Whittemore, and Dr. Samuel Obadina. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 5.3 *Classified Board.*

The Board of Directors shall be divided into three (3) classes, designated as Class I, Class II, and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors is authorized to assign members of the Board already in office to the respective classes at the time the classification becomes effective.

(a) *Class I Directors.* The term of office of the initial Class I directors shall expire at the first annual meeting of stockholders of the Corporation following the effectiveness of this Restated Certificate. At such first annual meeting, Class I directors shall be elected for a full term of three (3) years expiring at the annual meeting of stockholders held in the third year following such election.

(b) *Class II Directors.* The term of office of the initial Class II directors shall expire at the second annual meeting of stockholders of the Corporation following the effectiveness of this Restated Certificate. At such second annual meeting, Class II directors shall be elected for a full term of three (3) years expiring at the annual meeting of stockholders held in the third year following such election.

(c) *Class III Directors.* The term of office of the initial Class III directors shall expire at the third annual meeting of stockholders of the Corporation following the effectiveness of this Restated Certificate. At such third annual meeting, Class III directors shall be elected for a full term of three (3) years expiring at the annual meeting of stockholders held in the third year following such election.

At each annual meeting of stockholders of the Corporation, commencing with the first annual meeting of stockholders following the effectiveness of this Restated Certificate, the successors of the class of directors whose term expires at that meeting shall be elected for a term of office expiring at the third succeeding annual meeting of stockholders after their election. Each director shall hold office until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.

Section 5.4 *Removal of Directors.*

Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors and to remove any director whom such holders have the right to elect, any director or the entire Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. For purposes of this Section 5.4, "cause" shall mean (i) a final, non-appealable conviction of a felony involving moral turpitude, (ii) willful misconduct or gross negligence in the performance of such director's duties that results in material harm to the Corporation, (iii) a final, non-appealable judicial determination that such director breached the director's duty of loyalty to the Corporation or its stockholders, or (iv) a final, non-appealable judicial determination that such director acted in a manner that constituted intentional misconduct or a knowing violation of law. For the avoidance of doubt, neither the holders of Common Stock nor the holders of any series of Preferred Stock (other than pursuant to any rights expressly granted to the holders of such series of Preferred Stock in the applicable Certificate of Designations) shall have the right to remove any director without cause.

Section 5.5 *Vacancies and Newly Created Directorships.*

Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors, any vacancy on the Board of Directors that results from an increase in the number of directors, or from the death, resignation, disqualification, or removal of any director, or from any other cause, shall be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. Any director elected to fill a vacancy resulting from an increase in the number of directors shall hold office for a term that shall coincide with the remaining term of the class to which such director shall have been assigned, and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.

Section 5.6 *Election of Directors; Ballot.*

Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide. The Board of Directors is expressly authorized to adopt, and from time to time amend, such rules, regulations, and procedures regarding the nomination and election of directors as the Board of Directors may deem appropriate and as are not inconsistent with applicable law, this Restated Certificate, and the Bylaws of the Corporation.

ARTICLE VI

LIMITATION OF LIABILITY

Section 6.1 *Elimination of Personal Liability of Directors.*

To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing contained herein shall eliminate or limit the liability of a director:

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchase, or unlawful stock redemption); or

(iv) for any transaction from which the director derived an improper personal benefit.

The foregoing shall not be deemed to limit or eliminate the ability of the Corporation or its stockholders to obtain injunctive relief, specific performance, or other equitable remedies with respect to any breach by a director of such director's fiduciary duty.

Section 6.2 *Effect of Amendment.*

If the DGCL is amended after the filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action by the stockholders or the Board of Directors. No amendment to, repeal of, or adoption of any provision of this Restated Certificate inconsistent with this Article VI shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment, repeal, or adoption. Any such amendment, repeal, or adoption shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, or adoption with respect to acts or omissions occurring prior thereto.

Section 6.3 *Elimination of Personal Liability of Officers.*

To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended by the State of Delaware in 2022 to extend exculpation to certain officers), an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer; provided, however, that nothing contained herein shall eliminate or limit the liability of an officer:

(i) for any breach of the officer's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) for any transaction from which the officer derived an improper personal benefit; or

(iv) in any action by or in the right of the Corporation.

For purposes of this Section 6.3, "officer" shall have the meaning ascribed to it in Section 102(b)(7) of the DGCL, as amended. If the DGCL is amended after the filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action by the stockholders or the Board of Directors.

ARTICLE VII

INDEMNIFICATION. Section 7.1 *Right to Indemnification.*

The Corporation shall indemnify, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise (including service with respect to any employee benefit plan), whether the basis of such Proceeding is alleged action in an official capacity as such director or officer or in any other capacity while serving as such director or officer. The Corporation shall indemnify each such Indemnified Person against all liability and loss suffered and expenses (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by such Indemnified Person in connection with such Proceeding, and such indemnification shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnified Person's heirs, executors, administrators, and other legal representatives.

Notwithstanding the foregoing, except as otherwise provided in Section 7.3 of this Article VII, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) was authorized by the Board of Directors. The Corporation's obligation to indemnify under this Section 7.1 shall be subject to the condition that any determination required to be made with respect to whether an Indemnified Person's conduct complied with the standard of conduct set forth in the DGCL shall be made in accordance with the applicable provisions of the DGCL.

Section 7.2 *Advancement of Expenses.*

The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is or was a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified by the Corporation for such expenses under this Article VII or otherwise. The rights conferred in this Section 7.2 are contract rights, and such rights shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnified Person's heirs, executors, administrators, and other legal representatives.

Section 7.3 *Non-Exclusivity of Rights.*

The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Restated Certificate, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, or otherwise. Without limiting the foregoing, the Corporation is authorized to enter into individual contracts with any or all of its directors, officers, employees, and agents, and to adopt resolutions or create trusts, and to take such other actions as the Board of Directors may deem appropriate, to provide for indemnification and advancement of expenses in addition to the provisions of this Article VII.

Section 7.4 *Insurance.*

The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL. The Corporation currently maintains directors' and officers' liability insurance policies providing coverage with aggregate policy limits of One Hundred Million Dollars ($100,000,000), consisting of a primary policy issued by Northbridge Specialty Insurance Company in the amount of Fifty Million Dollars ($50,000,000), a first excess policy issued by Pinnacle Re Assurance Ltd. in the amount of Twenty-Five Million Dollars ($25,000,000) in excess of Fifty Million Dollars ($50,000,000), and a second excess policy issued by Atlas Guard Insurance Company in the amount of Twenty-Five Million Dollars ($25,000,000) in excess of Seventy-Five Million Dollars ($75,000,000). The Corporation's maintenance of any particular level of insurance coverage shall not be construed as a limitation on the Corporation's obligations under this Article VII.

Section 7.5 *Amendment.*

Any amendment, repeal, or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection thereunder of any Indemnified Person in respect of any act or omission occurring prior to the time of such amendment, repeal, or modification. The rights conferred by this Article VII shall be contract rights that vest at the time of the applicable act or omission by the Indemnified Person, and no amendment, repeal, or modification of this Article VII shall increase the liability of any director, officer, employee, or agent of the Corporation with respect to any acts or omissions of such person occurring prior to such amendment, repeal, or modification.

ARTICLE VIII

BYLAWS. Section 8.1 *Amendment of Bylaws by the Board.*

In furtherance and not in limitation of the powers conferred by law and by this Restated Certificate, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present, or by unanimous written consent in lieu of a meeting. Any Bylaws made by the Board of Directors under the powers conferred hereby may be amended, altered, or repealed by the Board of Directors or by the stockholders in accordance with Section 8.2 hereof.

Section 8.2 *Amendment of Bylaws by Stockholders.*

The Bylaws of the Corporation may also be adopted, amended, altered, or repealed by the stockholders of the Corporation; provided, however, that in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law, by this Restated Certificate, or by the Bylaws, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter, or repeal any provision of the Bylaws of the Corporation. This supermajority voting requirement is in addition to, and not in lieu of, any separate class vote that may be required pursuant to the terms of any series of Preferred Stock.

ARTICLE IX

STOCKHOLDER ACTION. Section 9.1 *No Action by Written Consent.*

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by written consent of the stockholders in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, may be taken by written consent of such holders to the extent expressly so provided by the applicable Certificate of Designations relating to such series of Preferred Stock.

Section 9.2 *Special Meetings.*

Special meetings of the stockholders of the Corporation may be called only by:

(i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors then in office;

(ii) the Chairman of the Board of Directors; or

(iii) the Chief Executive Officer of the Corporation.

Special meetings of stockholders may not be called by any other person or persons, including the stockholders of the Corporation, and the ability of the stockholders to call a special meeting is hereby specifically denied. Only such business as is specified in the notice of any special meeting of the stockholders shall be conducted at such meeting.

ARTICLE X

EXCLUSIVE FORUM. Section 10.1 *Delaware Forum Selection.*

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of the Corporation;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;

(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Restated Certificate, or the Bylaws of the Corporation (as each may be amended from time to time);

(iv) any action to interpret, apply, enforce, or determine the validity of this Restated Certificate or the Bylaws of the Corporation (including any right, obligation, or remedy thereunder); or

(v) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 10.1. This Section 10.1 shall not apply to suits brought to enforce any duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Section 10.2 *Federal Forum for Securities Act Claims.*

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. For the avoidance of doubt, this Section 10.2 is intended to benefit the Corporation, its directors, officers, employees, and agents, and the underwriters to any offering giving rise to such complaint, and any successors and assigns of such underwriters. Nothing in this Section 10.2 shall be construed to apply to claims arising under the Securities Exchange Act of 1934, as amended.

Section 10.3 *Consent to Personal Jurisdiction.*

Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X. If any action the subject matter of which is within the scope of Section 10.1 or Section 10.2 of this Article X is filed in a court other than a court located within the State of Delaware (or, with respect to Section 10.2, a federal district court of the United States of America) (a "Foreign Action"), such person shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 10.1 or Section 10.2 of this Article X, and (b) having service of process made upon such person in any such action by service upon such person's counsel in the Foreign Action as agent for such person.

ARTICLE XI

SECTION 203 OF THE DGCL

The Corporation shall be governed by Section 203 of the DGCL, and the Corporation has not elected to opt out of Section 203 of the DGCL. Accordingly, the Corporation shall not engage in any "business combination" (as defined in Section 203 of the DGCL) with any "interested stockholder" (as defined in Section 203 of the DGCL, generally meaning any person who is the beneficial owner of fifteen percent (15%) or more of the then-outstanding voting stock of the Corporation) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

(a) prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

(b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least eighty-five percent (85%) of the voting stock of the Corporation outstanding at the time the transaction commenced (excluding, for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder), those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

(c) at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-thirds percent (66⅔%) of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.

The applicability of Section 203 of the DGCL to the Corporation is not limited or affected by any provision of this Restated Certificate or the Bylaws.

ARTICLE XII

AMENDMENT OF CERTIFICATE OF INCORPORATION

Section 12.1 *Reservation of Right to Amend.*

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Except as otherwise provided in this Article XII, the Corporation may amend this Restated Certificate from time to time in any manner permitted by the DGCL, and all rights and powers conferred by this Restated Certificate on stockholders, directors, and officers are subject to this reserved power.

Section 12.2 *Supermajority Amendment Provisions.*

Notwithstanding anything contained in this Restated Certificate to the contrary, and notwithstanding any other provision of this Restated Certificate or any provision of law that might otherwise permit a lesser vote or no vote, in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Restated Certificate, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, repeal, or adopt any provision inconsistent with any of the following Articles of this Restated Certificate:

(a) Article V (Board of Directors), including provisions governing the classified board, removal of directors, and vacancies and newly created directorships;

(b) Article VI (Limitation of Liability);

(d) Article VIII (Bylaws), including the supermajority requirement for amendment of Bylaws by stockholders;

(e) Article IX (Stockholder Action), including the prohibition on stockholder action by written consent and restrictions on the calling of special meetings;

(f) Article X (Exclusive Forum);

(g) Article XI (Section 203 of the DGCL); and

(h) this Article XII (Amendment of Certificate of Incorporation).

The foregoing supermajority voting requirement is in addition to, and not in lieu of, any separate class vote that may be required pursuant to the terms of any series of Preferred Stock.

ARTICLE XIII

SEVERABILITY. If any provision or provisions of this Restated Certificate shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any paragraph or section of this Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Restated Certificate (including, without limitation, each such portion of any paragraph or section of this Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees, and agents from personal liability to the fullest extent permitted by applicable law.

ARTICLE XIV

MISCELLANEOUS. Section 14.1 *Corporate Opportunities.*

To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to Brindoval Trelvon Partners, L.P. (including Brindoval Trelvon Partners Fund IV, L.P.) or Ridgeline Growth Equity, LLC (including Ridgeline Growth Equity Fund III, LLC), or any of their respective partners, members, directors, officers, employees, agents, stockholders, or affiliates (other than the Corporation and its subsidiaries), or any director or officer of the Corporation who is also a partner, member, director, officer, employee, or agent of Brindoval Trelvon Partners, L.P. or Ridgeline Growth Equity, LLC (each such entity, together with its respective affiliates, funds, and related entities, a "Sponsor," and collectively, the "Sponsors"), even if the opportunity is one that the Corporation might reasonably have pursued or had the ability or desire to pursue, if and to the extent that such opportunity was not expressly offered to such person solely in his or her capacity as a director or officer of the Corporation.

No Sponsor and no partner, member, director, officer, employee, agent, stockholder, or affiliate of any Sponsor (other than the Corporation and its subsidiaries) shall have any duty to communicate or offer any such business opportunity to the Corporation, and no Sponsor or such other person shall be liable to the Corporation or any of its stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person, or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation.

Notwithstanding the foregoing, the renunciation of corporate opportunities set forth in this Section 14.1 shall not apply to any business opportunity that is expressly offered to a director or officer of the Corporation solely in his or her capacity as a director or officer of the Corporation, and not in any other capacity. Without limiting the generality of the foregoing, the directors and officers of the Corporation who are subject to this Section 14.1 as of the date of filing of this Restated Certificate include Leonard marsh and Diana Coltrane, each of whom has been designated by Brindoval Trelvon Partners, L.P. to serve on the Board of Directors, and Howard Feng, who has been designated by Ridgeline Growth Equity, LLC to serve on the Board of Directors.

Neither the alteration, amendment, addition to, or repeal of this Section 14.1, nor the adoption of any provision of this Restated Certificate inconsistent with this Section 14.1, shall eliminate or reduce the effect of this Section 14.1 in respect of any matter occurring, or any cause of action, suit, or claim that, but for this Section 14.1, would accrue or arise, prior to such alteration, amendment, addition, repeal, or adoption. Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 14.1.

Section 14.2 *No Cumulative Voting.*

No stockholder of the Corporation shall be entitled to exercise cumulative voting rights with respect to the election of directors of the Corporation or with respect to any other matter submitted to a vote of the stockholders of the Corporation.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, Arbor Health Technologies Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this 13th day of February, 2024.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Dr. Nathaniel Rourke

Title: Chairman and Chief Executive Officer

ATTEST:

By: ________

Name: Rachel Moynihan

Title: Corporate Secretary

Corporation Information:

Principal Executive Offices: 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142

State of Incorporation: Delaware

Federal Employer Identification Number (EIN): 47-3891205

SEC File Number: 333-276841

NYSE Ticker Symbol: ARHT

CUSIP Number: 039217105

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ARBOR HEALTH TECHNOLOGIES INC.
Filed with the Secretary of State of the State of Delaware on February 13, 2024
Arbor Health Technologies Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:
1.  The Corporation was originally incorporated under the name "Arbor Health Technologies Inc." by filing its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 7, 2014.
2.  The Corporation's original Certificate of Incorporation has been amended and/or restated from time to time.
3.  This Amended and Restated Certificate of Incorporation (this "Restated Certificate") was duly adopted in accordance with Sections 242 and 245 of the DGCL, and has been duly approved by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with the applicable provisions of Sections 228, 242, and 245 of the DGCL.
4.  This Restated Certificate restates, integrates, and further amends the Certificate of Incorporation of the Corporation, as heretofore amended and/or restated.
5.  The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
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ARTICLE I
NAME.  The name of the corporation is Arbor Health Technologies Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904, in the County of Kent. The name of the registered agent of the Corporation at such address is National Registered Agents of Delaware, Inc. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office within the State of Delaware. The Corporation may also maintain additional offices for the transaction of business both within and outside the State of Delaware.
ARTICLE III
PURPOSE.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to the conduct, promotion, or attainment of such acts and activities as are not inconsistent with the foregoing and that are permitted by applicable law.
ARTICLE IV
CAPITAL STOCK.  Section 4.1 *Authorized Capital Stock.*
The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Four Hundred Fifty Million (450,000,000) shares, consisting of:
(a) Four Hundred Million (400,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"); and
(b) Fifty Million (50,000,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock").
The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) in accordance with Section 4.4 of this Restated Certificate. The Common Stock and the Preferred Stock shall have the rights, preferences, powers, privileges, restrictions, qualifications, and limitations set forth in this Article IV.
Section 4.2 *Common Stock.*
(a) *Voting Rights.* Each holder of record of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters submitted to a vote of the stockholders of the Corporation, including the election of directors. Except as otherwise required by law or by this Restated Certificate, the holders of Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders. There shall be no dual-class stock structure, and the Corporation shall have only a single class of common stock. The holders of shares of Common Stock shall not be entitled to cumulative voting rights with respect to the election of directors or any other matter.
(b) *Dividends.* Subject to the preferential dividend rights, if any, of the holders of any series of Preferred Stock then outstanding, and subject to applicable law, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock, or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. The Corporation shall not be obligated to pay dividends on shares of Common Stock unless and until the Board of Directors has declared such dividends.
(c) *Liquidation Rights.* In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock then outstanding, the holders of shares of Common Stock shall be entitled to share ratably in the remaining assets of the Corporation available for distribution, in proportion to the number of shares of Common Stock held by each such holder. For the avoidance of doubt, neither the merger or consolidation of the Corporation into or with another corporation or other entity, nor the merger or consolidation of another corporation or other entity into or with the Corporation, nor a sale, transfer, lease, or exchange of all or substantially all of the assets of the Corporation shall be deemed to be a liquidation, dissolution, or winding up of the Corporation for purposes of this Section 4.2(c), unless specifically ordered by the Court of Chancery of the State of Delaware or any other court of competent jurisdiction.
(d) *No Preemptive Rights.* No holder of shares of Common Stock shall be entitled to preemptive rights, subscription rights, redemption rights, or conversion rights with respect to shares of Common Stock or any other securities of the Corporation. No shares of Common Stock shall be subject to mandatory redemption or any sinking fund obligation.
Section 4.3 *Preferred Stock.*
The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, and, with respect to each such series, to fix, without further approval of the stockholders of the Corporation (except as may otherwise be provided in the resolution or resolutions establishing such series), the designation, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, and restrictions thereof, of each such series of Preferred Stock, including, without limitation, the following:
(i) the designation of such series, the number of shares to constitute such series (which the Board of Directors may thereafter, except where otherwise provided in the applicable Certificate of Designations, increase or decrease, but not below the number of shares of such series then outstanding), and the stated value thereof, if different from the par value thereof;
(ii) whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited, including, without limitation, the right to elect one or more directors to the Board of Directors of the Corporation;
(iii) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, non-cumulative, or partially cumulative, the conditions and dates upon which such dividends shall be payable, the preference or relation such dividends shall bear to the dividends payable on any other class or classes or any other series of capital stock, and whether such dividends shall be paid in cash, stock, or other property of the Corporation;
(iv) whether the shares of such series shall be subject to redemption by the Corporation, and, if so, the prices, terms, conditions, and times of such redemption, including any sinking fund provisions or obligations of the Corporation with respect thereto;
(v) the rights of holders of shares of such series upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, or upon any distribution of the assets of the Corporation;
(vi) whether the shares of such series shall be convertible into or exchangeable for shares of any other class or classes of capital stock or any other series of Preferred Stock, or any other securities of the Corporation or any other entity, and, if so, the terms and conditions of such conversion or exchange, including the price or prices, the rate or rates of conversion or exchange, and the terms of adjustment, if any;
(vii) restrictions on the issuance of shares of the same series or of any other class or series of capital stock of the Corporation; and
(viii) such other powers, preferences, rights, qualifications, limitations, and restrictions as the Board of Directors may deem advisable and as are not inconsistent with applicable law, this Restated Certificate, and the Bylaws of the Corporation.
For the avoidance of doubt, the authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of any or all of the following, and shares of Preferred Stock of any one series need not be identical to shares of Preferred Stock of any other series:
(a) the conditions under which the holders of shares of such series shall have voting rights, if any, in addition to any voting rights provided by law;
(b) the conditions under which the shares of such series shall be redeemable, including the date or dates upon or after which they shall be redeemable and the amount per share payable in the case of redemption, which amount may vary under different circumstances and at different redemption dates; and
(c) the rights of the holders of shares of such series in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation.
Shares of Preferred Stock of any series that have been redeemed or otherwise reacquired by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes shall, unless otherwise provided in this Restated Certificate or in the applicable Certificate of Designations, have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, or as shares of any other series of Preferred Stock, all subject to the conditions and restrictions on issuance set forth herein.
Section 4.4 *Power to Increase or Decrease Shares.*
The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holders is expressly required pursuant to this Restated Certificate (including any Certificate of Designations relating to any series of Preferred Stock).
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 *Powers.*
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute, this Restated Certificate, or the Bylaws of the Corporation, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Restated Certificate, and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board of Directors which would have been valid if such Bylaws had not been adopted.
Section 5.2 *Number of Directors.*
The number of directors constituting the entire Board of Directors shall be fixed exclusively by resolution adopted by a majority of the entire Board of Directors then in office, subject to any rights of the holders of any series of Preferred Stock to elect additional directors pursuant to this Restated Certificate (including any Certificate of Designations relating to any series of Preferred Stock). As of the date of filing of this Restated Certificate, the Board of Directors consists of seven (7) members: Dr. Nathaniel Rourke (Chairman), Margaret Tsujimoto, Leonard marsh, Diana Coltrane, Howard Feng, Carolyn Whittemore, and Dr. Samuel Obadina. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section 5.3 *Classified Board.*
The Board of Directors shall be divided into three (3) classes, designated as Class I, Class II, and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors is authorized to assign members of the Board already in office to the respective classes at the time the classification becomes effective.
(a) *Class I Directors.* The term of office of the initial Class I directors shall expire at the first annual meeting of stockholders of the Corporation following the effectiveness of this Restated Certificate. At such first annual meeting, Class I directors shall be elected for a full term of three (3) years expiring at the annual meeting of stockholders held in the third year following such election.
(b) *Class II Directors.* The term of office of the initial Class II directors shall expire at the second annual meeting of stockholders of the Corporation following the effectiveness of this Restated Certificate. At such second annual meeting, Class II directors shall be elected for a full term of three (3) years expiring at the annual meeting of stockholders held in the third year following such election.
(c) *Class III Directors.* The term of office of the initial Class III directors shall expire at the third annual meeting of stockholders of the Corporation following the effectiveness of this Restated Certificate. At such third annual meeting, Class III directors shall be elected for a full term of three (3) years expiring at the annual meeting of stockholders held in the third year following such election.
At each annual meeting of stockholders of the Corporation, commencing with the first annual meeting of stockholders following the effectiveness of this Restated Certificate, the successors of the class of directors whose term expires at that meeting shall be elected for a term of office expiring at the third succeeding annual meeting of stockholders after their election. Each director shall hold office until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.
Section 5.4 *Removal of Directors.*
Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors and to remove any director whom such holders have the right to elect, any director or the entire Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. For purposes of this Section 5.4, "cause" shall mean (i) a final, non-appealable conviction of a felony involving moral turpitude, (ii) willful misconduct or gross negligence in the performance of such director's duties that results in material harm to the Corporation, (iii) a final, non-appealable judicial determination that such director breached the director's duty of loyalty to the Corporation or its stockholders, or (iv) a final, non-appealable judicial determination that such director acted in a manner that constituted intentional misconduct or a knowing violation of law. For the avoidance of doubt, neither the holders of Common Stock nor the holders of any series of Preferred Stock (other than pursuant to any rights expressly granted to the holders of such series of Preferred Stock in the applicable Certificate of Designations) shall have the right to remove any director without cause.
Section 5.5 *Vacancies and Newly Created Directorships.*
Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors, any vacancy on the Board of Directors that results from an increase in the number of directors, or from the death, resignation, disqualification, or removal of any director, or from any other cause, shall be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. Any director elected to fill a vacancy resulting from an increase in the number of directors shall hold office for a term that shall coincide with the remaining term of the class to which such director shall have been assigned, and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.
Section 5.6 *Election of Directors; Ballot.*
Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide. The Board of Directors is expressly authorized to adopt, and from time to time amend, such rules, regulations, and procedures regarding the nomination and election of directors as the Board of Directors may deem appropriate and as are not inconsistent with applicable law, this Restated Certificate, and the Bylaws of the Corporation.
ARTICLE VI
LIMITATION OF LIABILITY
Section 6.1 *Elimination of Personal Liability of Directors.*
To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing contained herein shall eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchase, or unlawful stock redemption); or
(iv) for any transaction from which the director derived an improper personal benefit.
The foregoing shall not be deemed to limit or eliminate the ability of the Corporation or its stockholders to obtain injunctive relief, specific performance, or other equitable remedies with respect to any breach by a director of such director's fiduciary duty.
Section 6.2 *Effect of Amendment.*
If the DGCL is amended after the filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action by the stockholders or the Board of Directors. No amendment to, repeal of, or adoption of any provision of this Restated Certificate inconsistent with this Article VI shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment, repeal, or adoption. Any such amendment, repeal, or adoption shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, or adoption with respect to acts or omissions occurring prior thereto.
Section 6.3 *Elimination of Personal Liability of Officers.*
To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL, as amended by the State of Delaware in 2022 to extend exculpation to certain officers), an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer; provided, however, that nothing contained herein shall eliminate or limit the liability of an officer:
(i) for any breach of the officer's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) for any transaction from which the officer derived an improper personal benefit; or
(iv) in any action by or in the right of the Corporation.
For purposes of this Section 6.3, "officer" shall have the meaning ascribed to it in Section 102(b)(7) of the DGCL, as amended. If the DGCL is amended after the filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action by the stockholders or the Board of Directors.
ARTICLE VII
INDEMNIFICATION.  Section 7.1 *Right to Indemnification.*
The Corporation shall indemnify, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise (including service with respect to any employee benefit plan), whether the basis of such Proceeding is alleged action in an official capacity as such director or officer or in any other capacity while serving as such director or officer. The Corporation shall indemnify each such Indemnified Person against all liability and loss suffered and expenses (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by such Indemnified Person in connection with such Proceeding, and such indemnification shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnified Person's heirs, executors, administrators, and other legal representatives.
Notwithstanding the foregoing, except as otherwise provided in Section 7.3 of this Article VII, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) was authorized by the Board of Directors. The Corporation's obligation to indemnify under this Section 7.1 shall be subject to the condition that any determination required to be made with respect to whether an Indemnified Person's conduct complied with the standard of conduct set forth in the DGCL shall be made in accordance with the applicable provisions of the DGCL.
Section 7.2 *Advancement of Expenses.*
The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is or was a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified by the Corporation for such expenses under this Article VII or otherwise. The rights conferred in this Section 7.2 are contract rights, and such rights shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnified Person's heirs, executors, administrators, and other legal representatives.
Section 7.3 *Non-Exclusivity of Rights.*
The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Restated Certificate, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, or otherwise. Without limiting the foregoing, the Corporation is authorized to enter into individual contracts with any or all of its directors, officers, employees, and agents, and to adopt resolutions or create trusts, and to take such other actions as the Board of Directors may deem appropriate, to provide for indemnification and advancement of expenses in addition to the provisions of this Article VII.
Section 7.4 *Insurance.*
The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, nonprofit entity, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL. The Corporation currently maintains directors' and officers' liability insurance policies providing coverage with aggregate policy limits of One Hundred Million Dollars ($100,000,000), consisting of a primary policy issued by Northbridge Specialty Insurance Company in the amount of Fifty Million Dollars ($50,000,000), a first excess policy issued by Pinnacle Re Assurance Ltd. in the amount of Twenty-Five Million Dollars ($25,000,000) in excess of Fifty Million Dollars ($50,000,000), and a second excess policy issued by Atlas Guard Insurance Company in the amount of Twenty-Five Million Dollars ($25,000,000) in excess of Seventy-Five Million Dollars ($75,000,000). The Corporation's maintenance of any particular level of insurance coverage shall not be construed as a limitation on the Corporation's obligations under this Article VII.
Section 7.5 *Amendment.*
Any amendment, repeal, or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection thereunder of any Indemnified Person in respect of any act or omission occurring prior to the time of such amendment, repeal, or modification. The rights conferred by this Article VII shall be contract rights that vest at the time of the applicable act or omission by the Indemnified Person, and no amendment, repeal, or modification of this Article VII shall increase the liability of any director, officer, employee, or agent of the Corporation with respect to any acts or omissions of such person occurring prior to such amendment, repeal, or modification.
ARTICLE VIII
BYLAWS.  Section 8.1 *Amendment of Bylaws by the Board.*
In furtherance and not in limitation of the powers conferred by law and by this Restated Certificate, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present, or by unanimous written consent in lieu of a meeting. Any Bylaws made by the Board of Directors under the powers conferred hereby may be amended, altered, or repealed by the Board of Directors or by the stockholders in accordance with Section 8.2 hereof.
Section 8.2 *Amendment of Bylaws by Stockholders.*
The Bylaws of the Corporation may also be adopted, amended, altered, or repealed by the stockholders of the Corporation; provided, however, that in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law, by this Restated Certificate, or by the Bylaws, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter, or repeal any provision of the Bylaws of the Corporation. This supermajority voting requirement is in addition to, and not in lieu of, any separate class vote that may be required pursuant to the terms of any series of Preferred Stock.
ARTICLE IX
STOCKHOLDER ACTION.  Section 9.1 *No Action by Written Consent.*
Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by written consent of the stockholders in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, may be taken by written consent of such holders to the extent expressly so provided by the applicable Certificate of Designations relating to such series of Preferred Stock.
Section 9.2 *Special Meetings.*
Special meetings of the stockholders of the Corporation may be called only by:
(i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors then in office;
(ii) the Chairman of the Board of Directors; or
(iii) the Chief Executive Officer of the Corporation.
Special meetings of stockholders may not be called by any other person or persons, including the stockholders of the Corporation, and the ability of the stockholders to call a special meeting is hereby specifically denied. Only such business as is specified in the notice of any special meeting of the stockholders shall be conducted at such meeting.
ARTICLE X
EXCLUSIVE FORUM.  Section 10.1 *Delaware Forum Selection.*
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:
(i) any derivative action or proceeding brought on behalf of the Corporation;
(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of the Corporation to the Corporation or the Corporation's stockholders;
(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Restated Certificate, or the Bylaws of the Corporation (as each may be amended from time to time);
(iv) any action to interpret, apply, enforce, or determine the validity of this Restated Certificate or the Bylaws of the Corporation (including any right, obligation, or remedy thereunder); or
(v) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 10.1. This Section 10.1 shall not apply to suits brought to enforce any duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.
Section 10.2 *Federal Forum for Securities Act Claims.*
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. For the avoidance of doubt, this Section 10.2 is intended to benefit the Corporation, its directors, officers, employees, and agents, and the underwriters to any offering giving rise to such complaint, and any successors and assigns of such underwriters. Nothing in this Section 10.2 shall be construed to apply to claims arising under the Securities Exchange Act of 1934, as amended.
Section 10.3 *Consent to Personal Jurisdiction.*
Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X. If any action the subject matter of which is within the scope of Section 10.1 or Section 10.2 of this Article X is filed in a court other than a court located within the State of Delaware (or, with respect to Section 10.2, a federal district court of the United States of America) (a "Foreign Action"), such person shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 10.1 or Section 10.2 of this Article X, and (b) having service of process made upon such person in any such action by service upon such person's counsel in the Foreign Action as agent for such person.
ARTICLE XI
SECTION 203 OF THE DGCL
The Corporation shall be governed by Section 203 of the DGCL, and the Corporation has not elected to opt out of Section 203 of the DGCL. Accordingly, the Corporation shall not engage in any "business combination" (as defined in Section 203 of the DGCL) with any "interested stockholder" (as defined in Section 203 of the DGCL, generally meaning any person who is the beneficial owner of fifteen percent (15%) or more of the then-outstanding voting stock of the Corporation) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:
(a) prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
(b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least eighty-five percent (85%) of the voting stock of the Corporation outstanding at the time the transaction commenced (excluding, for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder), those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or
(c) at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-thirds percent (66⅔%) of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.
The applicability of Section 203 of the DGCL to the Corporation is not limited or affected by any provision of this Restated Certificate or the Bylaws.
ARTICLE XII
AMENDMENT OF CERTIFICATE OF INCORPORATION
Section 12.1 *Reservation of Right to Amend.*
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Except as otherwise provided in this Article XII, the Corporation may amend this Restated Certificate from time to time in any manner permitted by the DGCL, and all rights and powers conferred by this Restated Certificate on stockholders, directors, and officers are subject to this reserved power.
Section 12.2 *Supermajority Amendment Provisions.*
Notwithstanding anything contained in this Restated Certificate to the contrary, and notwithstanding any other provision of this Restated Certificate or any provision of law that might otherwise permit a lesser vote or no vote, in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Restated Certificate, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, repeal, or adopt any provision inconsistent with any of the following Articles of this Restated Certificate:
(a) Article V (Board of Directors), including provisions governing the classified board, removal of directors, and vacancies and newly created directorships;
(b) Article VI (Limitation of Liability);
(c) Article VII (Indemnification);
(d) Article VIII (Bylaws), including the supermajority requirement for amendment of Bylaws by stockholders;
(e) Article IX (Stockholder Action), including the prohibition on stockholder action by written consent and restrictions on the calling of special meetings;
(f) Article X (Exclusive Forum);
(g) Article XI (Section 203 of the DGCL); and
(h) this Article XII (Amendment of Certificate of Incorporation).
The foregoing supermajority voting requirement is in addition to, and not in lieu of, any separate class vote that may be required pursuant to the terms of any series of Preferred Stock.
ARTICLE XIII
SEVERABILITY.  If any provision or provisions of this Restated Certificate shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any paragraph or section of this Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Restated Certificate (including, without limitation, each such portion of any paragraph or section of this Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees, and agents from personal liability to the fullest extent permitted by applicable law.
ARTICLE XIV
MISCELLANEOUS.  Section 14.1 *Corporate Opportunities.*
To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to Brindoval Trelvon Partners, L.P. (including Brindoval Trelvon Partners Fund IV, L.P.) or Ridgeline Growth Equity, LLC (including Ridgeline Growth Equity Fund III, LLC), or any of their respective partners, members, directors, officers, employees, agents, stockholders, or affiliates (other than the Corporation and its subsidiaries), or any director or officer of the Corporation who is also a partner, member, director, officer, employee, or agent of Brindoval Trelvon Partners, L.P. or Ridgeline Growth Equity, LLC (each such entity, together with its respective affiliates, funds, and related entities, a "Sponsor," and collectively, the "Sponsors"), even if the opportunity is one that the Corporation might reasonably have pursued or had the ability or desire to pursue, if and to the extent that such opportunity was not expressly offered to such person solely in his or her capacity as a director or officer of the Corporation.
No Sponsor and no partner, member, director, officer, employee, agent, stockholder, or affiliate of any Sponsor (other than the Corporation and its subsidiaries) shall have any duty to communicate or offer any such business opportunity to the Corporation, and no Sponsor or such other person shall be liable to the Corporation or any of its stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person, or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation.
Notwithstanding the foregoing, the renunciation of corporate opportunities set forth in this Section 14.1 shall not apply to any business opportunity that is expressly offered to a director or officer of the Corporation solely in his or her capacity as a director or officer of the Corporation, and not in any other capacity. Without limiting the generality of the foregoing, the directors and officers of the Corporation who are subject to this Section 14.1 as of the date of filing of this Restated Certificate include Leonard marsh and Diana Coltrane, each of whom has been designated by Brindoval Trelvon Partners, L.P. to serve on the Board of Directors, and Howard Feng, who has been designated by Ridgeline Growth Equity, LLC to serve on the Board of Directors.
Neither the alteration, amendment, addition to, or repeal of this Section 14.1, nor the adoption of any provision of this Restated Certificate inconsistent with this Section 14.1, shall eliminate or reduce the effect of this Section 14.1 in respect of any matter occurring, or any cause of action, suit, or claim that, but for this Section 14.1, would accrue or arise, prior to such alteration, amendment, addition, repeal, or adoption. Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 14.1.
Section 14.2 *No Cumulative Voting.*
No stockholder of the Corporation shall be entitled to exercise cumulative voting rights with respect to the election of directors of the Corporation or with respect to any other matter submitted to a vote of the stockholders of the Corporation.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, Arbor Health Technologies Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this 13th day of February, 2024.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Dr. Nathaniel Rourke
Title: Chairman and Chief Executive Officer
ATTEST:
By: ________
Name: Rachel Moynihan
Title: Corporate Secretary
Corporation Information:
Principal Executive Offices: 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142
State of Incorporation: Delaware
Federal Employer Identification Number (EIN): 47-3891205
SEC File Number: 333-276841
NYSE Ticker Symbol: ARHT
CUSIP Number: 039217105

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ARBOR HEALTH TECHNOLOGIES INC.

ARTICLE I

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

ARTICLE III

ARTICLE IV

ARTICLE V

BOARD OF DIRECTORS

ARTICLE VI

LIMITATION OF LIABILITY

ARTICLE VII

ARTICLE VIII

ARTICLE IX

ARTICLE X

ARTICLE XI

SECTION 203 OF THE DGCL

ARTICLE XII

AMENDMENT OF CERTIFICATE OF INCORPORATION

ARTICLE XIII

ARTICLE XIV

ARBOR HEALTH TECHNOLOGIES INC.

ATTEST:

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