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ARBOR HEALTH TECHNOLOGIES INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Adopted Effective Upon the Closing of the Initial Public Offering February 13, 2024

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ARTICLE I — PURPOSE

The Audit Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"). The Committee is established to assist the Board in fulfilling its fiduciary and oversight responsibilities with respect to the Company's financial reporting, internal controls, audit processes, and compliance functions. The Committee's purpose encompasses the following areas of oversight responsibility:

(a) Integrity of Financial Statements. Overseeing the integrity of the Company's financial statements and the financial reporting process, including the Company's systems of internal accounting and financial controls.

(b) Legal and Regulatory Compliance. Overseeing the Company's compliance with legal and regulatory requirements applicable to the Company's business and operations, including requirements under the federal securities laws, healthcare regulatory frameworks, and other applicable laws.

(c) Independent Auditors. Overseeing the qualifications, independence, and performance of the Company's independent registered public accounting firm (currently Kellerman & Associates LLP) (the "independent auditors" or the "independent registered public accounting firm"), including the sole authority to appoint, compensate, retain, and oversee the independent auditors.

(d) Internal Audit Function. Overseeing the performance of the Company's internal audit function, including the adequacy of staffing, scope, and reporting.

(e) Internal Controls and Disclosure Controls. Overseeing the Company's systems of internal controls over financial reporting and the effectiveness of the Company's disclosure controls and procedures.

(f) Risk Management. Overseeing the Company's risk management framework, including but not limited to cybersecurity risks, information security risks, and data privacy risks, which are of particular significance to the Company given the nature of its business operations.

The Committee's function is one of oversight. The Committee is not responsible for planning or conducting audits or for determining that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Management is responsible for the preparation, presentation, and integrity of the Company's financial statements and for maintaining appropriate accounting and financial reporting principles and policies, as well as internal controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The independent auditors are responsible for planning and carrying out proper audits and reviews in accordance with the standards of the Public Company Accounting Oversight Board ("PCAOB") and for expressing opinions on the conformity of the Company's audited financial statements with GAAP.

This Charter is adopted effective upon the closing of the Company's initial public offering of common stock on the New York Stock Exchange (ticker: ARHT) on February 13, 2024. This Charter has been prepared in compliance with Section 303A.07 of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is intended to satisfy all applicable requirements thereunder.

ARTICLE II — COMPOSITION

A. Number of Members

The Committee shall consist of no fewer than three (3) members of the Board. The Board shall appoint the members of the Committee, taking into consideration the recommendations of the Nominating and Corporate Governance Committee. Each member shall serve at the pleasure of the Board and shall hold office until his or her successor is appointed or until his or her earlier resignation, removal from the Committee, or cessation of service as a member of the Board. The Board may, in its discretion, increase the size of the Committee beyond three members, provided that all members satisfy the independence and qualification requirements set forth herein.

As of the effective date of this Charter, the initial members of the Committee are as follows:

• Carolyn Whittemore (Chairperson)

• Dr. Samuel Obadina

• Howard Feng

B. Independence Requirements

Each member of the Committee must satisfy all applicable independence requirements, including the following:

(i) NYSE General Independence. Each member must satisfy the independence requirements set forth in Section 303A.02 of the NYSE Listed Company Manual, which require that the Board affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company) and that the director satisfies all applicable bright-line independence tests.

(ii) Exchange Act Audit Committee Independence. Each member must satisfy the independence requirements of Rule 10A-3(b)(1) under the Exchange Act, which provide, among other things, that a member of an audit committee of a listed issuer may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, (A) accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof, or (B) be an affiliated person of the issuer or any subsidiary thereof.

The Board has evaluated the independence of each initial member of the Committee and has made the following determinations:

• Carolyn Whittemore: The Board has determined that Ms. Whittemore is an independent director who satisfies both the general independence requirements of Section 303A.02 of the NYSE Listed Company Manual and the enhanced audit committee member independence requirements of Rule 10A-3(b)(1) under the Exchange Act. Ms. Whittemore receives no compensation from the Company other than compensation for her service as a member of the Board and its committees, and she is not an affiliated person of the Company or any subsidiary thereof.

• Dr. Samuel Obadina: The Board has determined that Dr. Obadina is an independent director who satisfies both the general independence requirements of Section 303A.02 of the NYSE Listed Company Manual and the enhanced audit committee member independence requirements of Rule 10A-3(b)(1) under the Exchange Act. Dr. Obadina receives no compensation from the Company other than compensation for his service as a member of the Board and its committees, and he is not an affiliated person of the Company or any subsidiary thereof.

• Howard Feng: Mr. Feng is a designee of Ridgeline Growth Equity, LLC, which, through its investment vehicle Ridgeline Growth Equity Fund III, LLC, holds 16,000,000 shares of the Company's common stock, representing approximately 15.53% of the Company's outstanding shares of common stock following the initial public offering. Under the NYSE's controlled company exception analysis and the applicable phase-in rules for newly listed companies set forth in Section 303A.00 of the NYSE Listed Company Manual and Rule 10A-3(b)(1)(iv)(A) under the Exchange Act, Mr. Feng may serve on the Committee for a period of up to one year following the effective date of the Company's registration statement on Form S-1, provided that the Board has determined that his service on the Committee is required in the best interests of the Company and its stockholders. The Board has made such determination based upon Mr. Feng's extensive experience in financial oversight of healthcare technology companies, his deep familiarity with the Company's business operations and financial reporting, and the Board's assessment that his contributions to the Committee's work are essential during the Company's transition to public company reporting. Mr. Feng satisfies the general NYSE independence requirements under Section 303A.02 of the NYSE Listed Company Manual. The Board will actively monitor Mr. Feng's ongoing compliance with the requirements of Rule 10A-3 during the phase-in period and will take all necessary steps to ensure that the Committee is fully compliant with Rule 10A-3 no later than one year following the effective date of the registration statement.

C. Financial Literacy and Audit Committee Financial Expert

Each member of the Committee must be financially literate, as determined by the Board in its business judgment, at the time of his or her appointment to the Committee, or must become financially literate within a reasonable period of time after such appointment. For purposes of this requirement, "financial literacy" includes the ability to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement, as well as a general understanding of internal controls and procedures for financial reporting.

At least one member of the Committee must have accounting or related financial management expertise, as determined by the Board in its business judgment, sufficient to qualify as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (the "SEC"). The Board's determination of whether a member possesses the requisite expertise shall take into account, among other factors, whether the member has, through education and experience as a public accountant, auditor, principal financial officer, comptroller, or principal accounting officer, or a position involving the performance of similar functions, (i) an understanding of GAAP and financial statements, (ii) the ability to assess the general application of GAAP in connection with accounting for estimates, accruals, and reserves, (iii) experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues comparable to those that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities, (iv) an understanding of internal controls and procedures for financial reporting, and (v) an understanding of audit committee functions.

The Board has determined that Carolyn Whittemore qualifies as the Committee's audit committee financial expert based on her education and professional experience, including her prior service as Chief Financial Officer of Ventris Medical Systems, Inc., her tenure as a partner at Severin Beck CPAs LLP, and her extensive experience in public company financial reporting and audit oversight. The Company will disclose in its annual proxy statement the identity of the Committee's audit committee financial expert(s) and whether such person(s) are independent of management, as required by Item 407(d)(5) of Regulation S-K.

D. Appointment, Removal, and Term

Members of the Committee shall be appointed by the Board and may be removed by the Board at any time, with or without cause. Each member of the Committee shall serve until his or her successor is duly appointed by the Board, or until such member's earlier resignation from the Committee, removal from the Committee by the Board, or cessation of membership on the Board for any reason.

The Chairperson of the Committee shall be designated by the Board upon the recommendation of the Nominating and Corporate Governance Committee. The Chairperson shall preside at all meetings of the Committee, set meeting agendas in consultation with the other members of the Committee and appropriate members of management, and perform such other duties as the Committee or the Board may from time to time assign. The initial Chairperson of the Committee is Carolyn Whittemore.

In the event the Chairperson is unable to attend a meeting or is otherwise unavailable, the Chairperson shall designate a member of the Committee to preside at such meeting, or, in the absence of such designation, the Committee members present at the meeting shall select a presiding member by majority vote.

E. Limitation on Service

No member of the Committee may simultaneously serve on the audit committees of more than two (2) other public companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee. If the Board makes such a determination, the Company shall disclose the determination and the basis therefor in the Company's annual proxy statement, in accordance with the requirements of Section 303A.07 of the NYSE Listed Company Manual. For purposes of this limitation, "public companies" includes any entity that is required to file periodic reports with the SEC under Section 13(a) or 15(d) of the Exchange Act or any foreign private issuer listed on a national securities exchange.

ARTICLE III — MEETINGS AND PROCEDURES

A. Frequency. The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities as set forth in this Charter, but in no event less frequently than once per fiscal quarter. The Committee anticipates holding at least four (4) regularly scheduled meetings per fiscal year, timed to coincide with the Company's quarterly financial reporting cycle.

Additional special meetings of the Committee may be called at any time by the Chairperson of the Committee or by any two (2) members of the Committee. Notice of any special meeting shall be given to each member of the Committee in a manner consistent with the Company's Amended and Restated Bylaws, as amended from time to time. The Chairperson of the Committee shall also convene a meeting of the Committee promptly upon the request of the Company's Chief Executive Officer, Chief Financial Officer, General Counsel, or the lead engagement partner of the independent auditors, if such person communicates to the Chairperson that a matter requires the Committee's immediate attention.

Members of the Committee may participate in meetings by means of conference telephone, video conference, or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at such meeting for all purposes under this Charter and the Company's Amended and Restated Bylaws.

B. Quorum and Voting

A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. All actions of the Committee shall require the affirmative vote of a majority of the members present at a duly constituted meeting at which a quorum is present. In the event of a tie vote, the Chairperson of the Committee shall not have a casting or tie-breaking vote; the matter shall instead be referred to the full Board for consideration.

The Committee may act by unanimous written consent in lieu of a meeting, in accordance with the Company's Amended and Restated Bylaws and the Delaware General Corporation Law. Any action taken by unanimous written consent shall have the same force and effect as if taken at a duly convened meeting of the Committee.

C. Agenda and Minutes

The Chairperson of the Committee shall be responsible for establishing the agenda for each meeting of the Committee. In preparing the agenda, the Chairperson shall consult with the other Committee members, the Company's Chief Financial Officer (David Halderman), the Company's General Counsel and Corporate Secretary (Rachel Moynihan), and the lead engagement partner of the independent auditors (Richard Olander of Kellerman & Associates LLP) to ensure that all matters requiring Committee attention are addressed in a timely manner.

Meeting agendas and supporting materials shall be distributed to the members of the Committee in advance of each meeting, to the extent practicable, to allow adequate time for review and preparation. The Company's management shall ensure that materials are distributed at least five (5) business days prior to regularly scheduled meetings, unless the Chairperson determines that circumstances require a shorter notice period.

Minutes of each meeting of the Committee shall be recorded and maintained by the Corporate Secretary or a secretary designated by the Committee for such purpose. Minutes shall be circulated in draft form to the members of the Committee for review and shall be approved by the Committee at the next regularly scheduled meeting. Approved minutes shall be maintained with the Company's corporate records and shall be available for review by any member of the Board.

D. Executive Sessions

The Committee shall meet regularly in executive session, without members of management present, to provide the Committee with an opportunity to discuss matters candidly and to ensure independent oversight. In addition to such general executive sessions, the Committee shall meet separately and periodically with each of the following:

(i) The Company's independent registered public accounting firm (currently Kellerman & Associates LLP), to discuss the results of audit engagements, any concerns regarding management's cooperation and responsiveness, and any other matters that the independent auditors wish to bring to the Committee's attention.

(ii) The head of the Company's internal audit function (when established), to discuss the results of internal audit activities, any concerns regarding the scope or independence of the internal audit function, and any other matters that the head of internal audit wishes to bring to the Committee's attention.

(iii) Management, as appropriate, including the Chief Financial Officer and General Counsel, to discuss financial reporting matters, compliance matters, and any other matters that management wishes to bring to the Committee's attention in a confidential setting.

The Committee shall meet in executive session with only Committee members present (i.e., without any member of management, the independent auditors, or the internal audit function) at least once per year, to facilitate candid discussion among Committee members regarding the Committee's performance, the adequacy of this Charter, and any other matters the Committee deems appropriate.

E. Attendance. The Committee may invite any member of management, the independent auditors, internal auditors, outside counsel, or such other persons as it deems appropriate to attend all or any portion of a meeting of the Committee and to provide such information and perspective as the Committee may request. The Company's Chief Financial Officer (David Halderman), General Counsel (Rachel Moynihan), and the lead engagement partner of the independent auditors (Richard Olander) shall attend Committee meetings upon invitation by the Chairperson, unless excused by the Chairperson.

No person invited to attend a meeting of the Committee shall be present during any executive session or any portion of a meeting from which such person has been excluded by the Chairperson or a majority of the Committee members present.

ARTICLE IV — AUTHORITY

A. General Authority

The Committee is vested with the full authority of the Board to discharge its oversight responsibilities as set forth in this Charter. In furtherance thereof, the Committee shall have the following sole authorities:

(i) Appointment and Oversight of Independent Auditors. The Committee shall have the sole authority to appoint, compensate, retain, oversee, evaluate, and, when appropriate, terminate the Company's independent registered public accounting firm. The Committee's authority in this regard is exclusive and may not be delegated to management or any other person, except as specifically provided in Section IV.D of this Charter with respect to pre-approval delegation. The independent registered public accounting firm shall report directly to the Committee, and the Committee shall be directly responsible for the oversight of the work of the independent registered public accounting firm, including the resolution of disagreements between management and the independent auditors regarding financial reporting.

(ii) Pre-Approval of Services. The Committee shall have the sole authority to pre-approve all audit services and all permissible non-audit services (including the fees and terms thereof) to be performed by the independent auditors, subject to the de minimis exceptions set forth in Section 10A(i)(1)(B) of the Exchange Act. The Committee shall establish policies and procedures for the pre-approval of such services, which may include the establishment of categories of pre-approved services and fee thresholds, as the Committee deems appropriate.

(iii) Resolution of Disagreements. The Committee shall resolve any disagreements between management and the independent auditors regarding financial reporting, including disagreements regarding the application of accounting principles, the scope of the audit, and the adequacy of disclosures.

B. Resources and Advisors

The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel, independent accounting advisors, financial advisors, and such other advisors as the Committee determines necessary or appropriate to carry out its duties and responsibilities. The Committee need not obtain the approval of the Board or management to retain or engage any such advisor. Any advisor retained by the Committee shall report directly to the Committee.

The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for the following purposes:

(a) the payment of compensation to the independent registered public accounting firm engaged by the Company for the purpose of rendering or issuing an audit report or performing other audit, review, or attest services for the Company;

(b) the payment of compensation to any independent outside counsel, accounting advisors, financial advisors, or other advisors engaged by the Committee pursuant to this Charter; and

(c) the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities.

The Committee shall have full access to the Company's books, records, facilities, and personnel, and may direct any officer or employee of the Company, or the Company's outside counsel or independent auditors, to provide information, reports, or analyses as the Committee may request.

C. Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as set forth in this Charter. Such matters include, without limitation, allegations or concerns regarding accounting irregularities, internal control deficiencies, fraud, violations of the Company's Code of Business Conduct and Ethics, and any matters brought to the Committee's attention through the Company's whistleblower hotline, complaint procedures, or any other channel. The Committee may retain independent outside counsel, forensic accountants, or other advisors to assist in any such investigation, and the Company shall provide appropriate funding for such purpose.

D. Delegation. The Committee may, from time to time, delegate authority to one or more designated members of the Committee, including the Chairperson, to grant pre-approvals of audit and permissible non-audit services to be performed by the independent auditors, provided that:

(i) the scope of any such delegated authority is clearly defined by the Committee;

(ii) decisions made by any such designated member(s) pursuant to delegated authority are reported to the full Committee at its next regularly scheduled meeting; and

(iii) such delegation does not relieve the Committee of its ultimate responsibility for the pre-approval of services rendered by the independent auditors.

No delegation of authority by the Committee shall limit the Committee's authority to revoke any such delegation or to take direct action on any matter within the scope of the delegated authority.

ARTICLE V — DUTIES AND RESPONSIBILITIES

The following are the principal recurring duties and responsibilities of the Committee. The Committee may, in its discretion, carry out additional activities as it deems necessary or appropriate in light of changing business, legislative, regulatory, or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time that are related to the purposes set forth in Article I of this Charter. The enumeration of specific duties and responsibilities in this Article V is not intended to limit the general authority of the Committee as set forth in Article IV.

A. Independent Auditors

1. Selection and Oversight. The Committee shall have the sole authority to appoint, compensate, retain, and oversee the work of the Company's independent registered public accounting firm. As of the effective date of this Charter, the Company's independent registered public accounting firm is Kellerman & Associates LLP, with offices at 345 Park Avenue, New York, NY 10154. The lead engagement partner assigned to the Company's audit is Richard Olander, and the audit senior manager is Sonia Melendez. The Committee shall be directly responsible for the oversight of the independent auditors, and the independent auditors shall report directly to the Committee. The Committee shall evaluate the independent auditors' qualifications, performance, and independence at least annually and shall consider whether it is appropriate to adopt a policy of regular rotation of the independent auditors.

2. Independence Assessment. At least annually, the Committee shall receive and review a formal written statement from the independent auditors delineating all relationships between the independent auditors and the Company, consistent with the requirements of PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence). The Committee shall actively engage in dialogue with the independent auditors regarding any disclosed relationships or services that may impact the auditors' objectivity and independence, and shall take appropriate action in response to the independent auditors' written statement to satisfy itself of the auditors' independence. The Committee shall also consider whether the provision of permissible non-audit services by the independent auditors is compatible with maintaining their independence.

3. Audit Plan and Scope. The Committee shall review and discuss with the independent auditors the overall audit strategy, the planning, staffing, and scope of the annual audit and quarterly reviews, the adequacy of the auditors' resources assigned to the Company's engagement, and the expected timeline for completion of audit and review activities. The Committee shall confirm that the audit plan addresses all significant areas of risk identified by the Committee, management, and the independent auditors.

4. Pre-Approval of Services. The Committee shall pre-approve all audit services and all permissible non-audit services (including the fees, terms, and scope thereof) to be performed by the independent auditors, subject to the de minimis exception set forth in Section 10A(i)(1)(B) of the Exchange Act. The Committee shall establish detailed pre-approval policies and procedures for the engagement of the independent auditors to provide permissible non-audit services, including the establishment of fee thresholds, categories of pre-approved services, and mechanisms for the monitoring and reporting of actual fees incurred against pre-approved amounts. Any service that is not specifically pre-approved by the Committee (or a designated member of the Committee pursuant to delegated authority under Section IV.D) shall not be performed by the independent auditors unless and until such pre-approval is obtained.

5. Audit Results. The Committee shall review and discuss with the independent auditors the results of the annual audit and quarterly reviews, including the following:

(a) The independent auditors' report on the Company's annual audited financial statements, including any qualifications, emphasis-of-matter paragraphs, or modifications to the audit opinion.

(b) Any audit adjustments, whether or not recorded by management, and any difficulties or disagreements with management encountered during the course of the audit, including any restrictions on the scope of the auditors' activities or access to requested information.

(c) The matters required to be communicated to audit committees by PCAOB Auditing Standard No. 1301 (Communications with Audit Committees), including the auditors' responsibility under PCAOB standards, significant accounting policies and practices, critical accounting estimates, significant unusual transactions, the auditors' evaluation of the quality of the Company's financial reporting, and other matters.

(d) Critical audit matters ("CAMs") and key audit matters, as identified by the independent auditors in connection with the annual audit, including the auditors' basis for identifying such matters and the procedures performed to address them.

(e) Significant accounting policies and practices used by the Company, including any changes in accounting policies, the effect of new or revised accounting standards, and the Company's selection among alternative accounting treatments.

(f) Alternative treatments of financial information within GAAP that have been discussed with management, the ramifications of the use of such alternative treatments, and the treatment preferred by the independent auditors.

(g) Management letters and recommendations issued by the independent auditors, and the Company's response thereto, including the status of management's remediation of any issues identified.

6. Lead Partner Rotation. The Committee shall monitor and ensure compliance with the mandatory audit partner rotation requirements set forth in Section 203 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and applicable PCAOB rules, including the requirement that the lead audit partner and the concurring review partner be rotated after no more than five consecutive years of service on the Company's audit engagement. The Committee shall discuss the transition plan for any rotation of the lead engagement partner well in advance of the required rotation date.

7. Hiring Policies. The Committee shall establish and maintain clear policies regarding the hiring by the Company of employees and former employees of the independent auditors, in order to ensure compliance with applicable regulations, including Section 206 of the Sarbanes-Oxley Act and PCAOB Rule 3522. Such policies shall include, at a minimum, a requirement that the Company not hire any former member of the engagement team in a financial reporting oversight role within the applicable "cooling-off" period specified by applicable law and regulation.

B. Financial Statements and Disclosure

1. Annual Financial Statements. The Committee shall review and discuss with management and the independent auditors the Company's annual audited financial statements, including the related notes and supplementary information, and the independent auditors' report thereon. Based on such review and discussions, the Committee shall recommend to the Board whether the audited financial statements should be included in the Company's Annual Report on Form 10-K for filing with the SEC.

2. Quarterly Financial Statements. The Committee shall review and discuss with management and the independent auditors the Company's quarterly unaudited financial statements and the results of the independent auditors' review of such financial statements prior to the filing of the Company's Quarterly Report on Form 10-Q with the SEC. Such review shall include a discussion of any significant issues regarding accounting principles, practices, and judgments, as well as the adequacy and effectiveness of the Company's internal controls over financial reporting.

3. Earnings Releases and Guidance. The Committee shall review and discuss the Company's earnings press releases, including the type and presentation of information to be included therein, with particular attention to the use of "pro forma" or "adjusted" financial information and non-GAAP financial measures such as Adjusted EBITDA. The Committee shall also discuss financial information and earnings guidance provided by the Company to analysts and rating agencies, including the types of information to be disclosed and the manner of presentation.

4. Non-GAAP Financial Measures. The Committee shall review the Company's use of non-GAAP financial measures, including Adjusted EBITDA, which was reported as $138,700,000 for fiscal year 2023 on a 22.6% margin basis relative to fiscal year 2023 revenue of $612,400,000. The Committee shall ensure that appropriate reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure are prepared and disclosed in accordance with Regulation G promulgated under the Exchange Act and Item 10(e) of Regulation S-K. The Committee shall periodically assess whether the Company's non-GAAP financial measures are presented in a manner that is not misleading and that provides investors with useful supplemental information regarding the Company's financial performance.

5. MD&A and Disclosure. The Committee shall review with management and the independent auditors the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") prior to the filing of the Company's Annual Report on Form 10-K and each Quarterly Report on Form 10-Q, including the quality and clarity of the disclosures, the discussion of critical accounting estimates, and the completeness of the discussion of known trends, demands, commitments, events, and uncertainties.

6. SEC Filings and Comment Letters. The Committee shall receive reports from management and outside counsel regarding any comment letters received from the SEC staff in connection with the Company's financial disclosures, filings, or financial statements, and the Company's responses thereto. The Committee shall be informed promptly of any substantive comments and shall have the opportunity to review and discuss the Company's proposed responses before they are submitted to the SEC staff.

C. Internal Controls and Risk Management

1. Internal Controls over Financial Reporting. The Committee shall review and discuss with management and the independent auditors the adequacy and effectiveness of the Company's internal controls over financial reporting, including management's annual assessment of the effectiveness of such controls as required by Section 404 of the Sarbanes-Oxley Act (when applicable to the Company). The Committee shall receive and review reports from management and the independent auditors regarding any significant deficiencies or material weaknesses identified in the Company's internal controls over financial reporting, and shall discuss with management the steps taken or planned to remediate any such deficiencies or weaknesses. The Committee shall also review any special audit steps adopted in light of identified material control deficiencies.

2. Disclosure Controls. The Committee shall review and discuss with management the adequacy and effectiveness of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, including the processes by which the Company's principal executive officer and principal financial officer make the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act. The Committee shall receive periodic reports from management regarding any changes in the Company's disclosure controls and procedures that have materially affected, or are reasonably likely to materially affect, the effectiveness of such controls and procedures.

3. Risk Assessment and Management. The Committee shall discuss with management the Company's major financial risk exposures, including credit risk, liquidity risk, market risk, and operational risk, and the steps management has taken to monitor and control such exposures. The Committee shall also review the Company's risk assessment and risk management policies and the allocation of risk management responsibilities among the Board and its committees. The Committee's risk oversight function is intended to complement, and not to replace, the risk management activities of management and other Board committees.

4. Cybersecurity and Data Privacy. Given the nature of the Company's business as a cloud-based clinical decision support and population health management platform serving over 1,200 hospital systems and physician groups across 42 states, the Committee shall oversee management's processes for identifying, assessing, and mitigating cybersecurity risks, information security risks, and data privacy risks. The Committee shall receive periodic reports from the Company's Chief Information Security Officer (or equivalent), management, and outside advisors regarding the Company's cybersecurity posture, incident response preparedness, data privacy compliance, and the results of any cybersecurity assessments, penetration tests, or vulnerability scans. The Committee shall also discuss with management the Company's cybersecurity disclosure obligations, including those set forth in Item 106 of Regulation S-K and Form 8-K Item 1.05.

5. Insurance. The Committee shall periodically review the Company's insurance programs to assess the adequacy and appropriateness of coverage. Such review shall include the Company's directors' and officers' liability insurance ("D&O Insurance") tower, which, as of the effective date of this Charter, consists of the following:

The Committee shall also consider the adequacy of other insurance programs, including cyber liability insurance, errors and omissions insurance, and general liability insurance, as appropriate.

D. Internal Audit

1. Internal Audit Function. The Committee shall review and approve the appointment, replacement, reassignment, or dismissal of the head of the Company's internal audit function. The Committee's approval shall be required prior to any change in the head of internal audit. The Committee shall also review the organizational structure, qualifications, and resources of the internal audit function to ensure that it is appropriately positioned within the organization and has adequate resources to fulfill its responsibilities.

2. Internal Audit Plan. The Committee shall review and approve the annual internal audit plan, including the scope, priorities, budget, and staffing of the internal audit function. The Committee shall ensure that the internal audit plan is risk-based and addresses the Company's significant risks, including financial reporting risks, compliance risks, and operational risks. The Committee shall also review any significant changes to the internal audit plan during the year.

3. Internal Audit Reports. The Committee shall receive and review periodic reports from the internal audit function regarding the results of completed internal audits, the status of management's remediation of identified issues and audit findings, and the overall effectiveness of the internal audit function. The Committee shall discuss with the head of internal audit any significant findings, trends, or concerns identified through the internal audit process.

4. Direct Reporting. The Committee shall ensure that the head of the Company's internal audit function has a direct and unrestricted reporting line to the Committee, in addition to any administrative reporting relationship to management. The head of internal audit shall have direct access to the Chairperson of the Committee and shall be authorized to communicate with the Committee at any time regarding any matter that the head of internal audit believes warrants the Committee's attention. The Committee shall meet privately with the head of internal audit at least quarterly.

E. Compliance and Legal Matters

1. Legal Compliance. The Committee shall review with the Company's General Counsel (Rachel Moynihan), and with outside counsel (Calderwood & Harkness LLP) as appropriate, any legal matters that could have a material impact on the Company's financial statements, compliance policies, or internal controls. Such review shall include, without limitation, pending or threatened litigation, regulatory proceedings, government investigations, and significant legal developments affecting the Company or the industries in which it operates.

2. Regulatory Compliance. The Committee shall receive periodic reports from management regarding the Company's compliance with applicable laws and regulations, including healthcare regulatory requirements such as the Health Insurance Portability and Accountability Act ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), state privacy laws, and other applicable federal and state regulations governing the Company's platform, services, and handling of protected health information ("PHI") and other sensitive data. The Committee shall discuss with management the Company's compliance programs and any material compliance concerns or incidents.

3. Related Party Transactions. The Committee shall review and approve or ratify all related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K, in accordance with the Company's Related Party Transactions Policy. The Committee shall consider, among other factors, the terms of such transactions, the business purpose and rationale, the potential benefits and risks to the Company, and whether the terms of the transaction are comparable to those that could be obtained in arm's-length dealings with an unrelated third party. No director who has an interest in a related party transaction under consideration by the Committee shall participate in the Committee's deliberations or vote on such transaction.

4. Code of Ethics. The Committee shall oversee compliance with the Company's Code of Business Conduct and Ethics (the "Code") and shall receive reports from the General Counsel or the Chief Compliance Officer (when appointed) regarding compliance with the Code, including any material violations or concerns. The Committee shall also receive reports regarding any waivers of, or amendments to, the Code that are applicable to directors or executive officers, and shall ensure that any such waivers or amendments are promptly disclosed in accordance with applicable SEC and NYSE requirements.

5. Whistleblower Procedures. The Committee shall establish and maintain procedures for:

(a) The receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;

(b) The confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

(c) The protection of the identity and confidentiality of any individual who submits such a complaint or concern, consistent with applicable law.

Such procedures shall be established in accordance with the requirements of Section 301 of the Sarbanes-Oxley Act and Rule 10A-3(b)(3) under the Exchange Act. The Committee shall receive periodic reports from management regarding the number, nature, and resolution of complaints and concerns submitted through the Company's whistleblower and complaint procedures, and shall oversee the Company's response to any significant matters identified through such procedures.

F. Tax Matters

1. Tax Positions and Planning. The Committee shall review periodically with management the Company's tax positions and planning strategies, including the status of the Company's research and development tax credits, which totaled $8,700,000 generated in fiscal year 2023, with a cumulative carryforward of $12,400,000 as of the end of fiscal year 2023. The Committee shall also review the Company's compliance with federal and state income tax obligations across the Company's ten (10) nexus states, which currently include Massachusetts, New York, California, Texas, Illinois, Florida, Pennsylvania, Ohio, New Jersey, and Georgia. The Committee shall discuss with management any changes in tax law or regulation that could have a material effect on the Company's financial position or results of operations.

2. Tax Audits and Disputes. The Committee shall receive reports from management regarding any material tax audits, assessments, or disputes involving the Company, including the status of any pending or threatened proceedings and the Company's strategy for resolving such matters. The Committee shall discuss with management the potential financial exposure arising from any such audits, assessments, or disputes.

G. Credit Facilities and Financial Arrangements

1. Covenant Compliance. The Committee shall receive periodic reports from the Chief Financial Officer regarding the Company's compliance with the financial covenants under the Company's senior secured revolving credit facility with Keypoint National Bank, N.A. (the "Revolving Credit Facility"). The Revolving Credit Facility has a total commitment of $150,000,000, and the following financial maintenance covenants apply:

The Revolving Credit Facility was amended by the First Amendment thereto, dated January 18, 2024. The Committee shall also receive reports regarding the Company's compliance with the terms of any other material financing arrangements, including any term loans, equipment financing, capital leases, or other debt instruments, and shall be promptly informed of any actual or anticipated covenant violations, defaults, or events of default.

ARTICLE VI — REPORTING

A. Reports to the Board

The Chairperson of the Committee (or, in her absence, a designee selected by the Committee) shall report to the full Board following each meeting of the Committee regarding the Committee's activities, findings, conclusions, and recommendations. Such report shall include a summary of the matters discussed at the meeting, any actions taken by the Committee, and any recommendations of the Committee to the Board. The Committee shall also bring to the attention of the Board any matters that, in the Committee's judgment, require Board action or present material risks to the Company's financial condition, results of operations, or internal controls.

B. Annual Report in Proxy Statement

The Committee shall prepare, with the assistance of management and outside counsel, the annual Audit Committee Report required by the rules and regulations of the SEC to be included in the Company's annual proxy statement. The Audit Committee Report shall include a statement regarding whether the Committee has:

(i) reviewed and discussed the audited financial statements with management;

(ii) discussed with the independent auditors the matters required to be discussed by PCAOB Auditing Standard No. 1301;

(iii) received the written disclosures and the letter from the independent auditors required by PCAOB Rule 3526 and discussed with the independent auditors their independence; and

(iv) based on the foregoing review and discussions, recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for filing with the SEC.

C. Annual Self-Assessment

The Committee shall conduct an annual self-assessment of its own performance, effectiveness, and compliance with this Charter. The self-assessment shall evaluate, among other things, the Committee's fulfillment of its duties and responsibilities, the quality of the Committee's communications with management and the independent auditors, the adequacy of the time and resources devoted to Committee matters, and the extent to which the Committee has contributed to effective corporate governance. The Committee shall report the results of such self-assessment to the Board, including any recommended changes to this Charter, the Committee's composition, or the Committee's processes and procedures.

ARTICLE VII — ANNUAL EVALUATION AND CHARTER REVIEW

The Committee shall review and reassess the adequacy of this Charter at least annually. In conducting such review, the Committee shall consider whether this Charter adequately addresses the Committee's responsibilities and authorities in light of current legal and regulatory requirements, best practices in corporate governance, and the evolving needs of the Company. The Committee shall recommend any proposed changes to this Charter to the Board for approval, and the Board shall have the sole authority to amend, modify, or replace this Charter.

The current version of this Charter, as approved by the Board, shall be made publicly available on the Company's website at www.arborhealthtech.com under the "Investor Relations — Corporate Governance" section, and shall be provided in print to any stockholder of the Company upon written request to the Corporate Secretary, in accordance with the requirements of Section 303A.07(b) of the NYSE Listed Company Manual.

ARTICLE VIII — LIMITATION OF COMMITTEE'S ROLE

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with GAAP and applicable rules and regulations, or to assure compliance with laws, regulations, or any internal policies of the Company. These are the fundamental responsibilities of management and the Company's independent registered public accounting firm.

Nothing in this Charter shall be construed to reduce or limit the responsibilities or liabilities of the Company's management or independent auditors. Management is responsible for the preparation, presentation, and integrity of the Company's financial statements and for maintaining appropriate accounting and financial reporting principles and policies, as well as internal controls and procedures designed to assure compliance with accounting standards, applicable laws, and regulations. The independent auditors are responsible for planning and carrying out proper audits and reviews in accordance with the standards of the PCAOB.

Members of the Committee are not employees of the Company and, in serving on the Committee, are not acting as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent auditors. The Committee's oversight role does not provide any expert or special assurance as to the Company's financial statements, any professional certification as to the work of the independent auditors, or any guarantee regarding the completeness or accuracy of the Company's financial disclosures. Nothing in this Charter is intended to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject under the Delaware General Corporation Law and the Company's certificate of incorporation and bylaws.

The designation of one or more members of the Committee as "audit committee financial expert(s)" pursuant to the rules of the SEC does not impose upon such person(s) any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person(s) as a member of the Committee and Board of Directors in the absence of such designation, and does not affect the duties, obligations, or liability of any other member of the Committee or the Board.

ARTICLE IX — EFFECTIVE DATE

This Charter was adopted by the Board of Directors of Arbor Health Technologies Inc. effective upon the closing of the Company's initial public offering of common stock on the New York Stock Exchange, February 13, 2024.

This Charter supersedes any prior charter of the Committee or any prior resolutions of the Board establishing or governing the Committee.

APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS ARBOR HEALTH TECHNOLOGIES INC. February 13, 2024