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CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF ARBOR HEALTH TECHNOLOGIES INC.

Adopted by the Board of Directors of Arbor Health Technologies Inc. on February 8, 2024

Effective upon the consummation of the initial public offering of the Company's common stock on the New York Stock Exchange (February 13, 2024)

This Charter is intended to comply with the requirements of Section 303A.04 of the New York Stock Exchange Listed Company Manual and applicable rules and regulations of the United States Securities and Exchange Commission. In the event of any conflict between the provisions of this Charter and the requirements of applicable law, regulation, or listing standards, such law, regulation, or listing standards shall control.

I. PURPOSE

The Nominating and Corporate Governance Committee (the "Committee") is established by the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), to assist the Board in fulfilling its oversight responsibilities with respect to the governance of the Company and the identification, evaluation, and nomination of qualified individuals to serve as members of the Board. The Committee's purpose includes, without limitation, the following:

1. To identify, evaluate, and recommend to the Board qualified individuals to serve as directors of the Company, consistent with criteria approved by the Board and the requirements of the New York Stock Exchange ("NYSE") Listed Company Manual and applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC").

2. To recommend to the Board director nominees for election at each annual meeting of stockholders, as well as nominees to fill any vacancies or newly created directorships that may occur between annual meetings.

3. To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company (the "Corporate Governance Guidelines"), and to review and reassess the adequacy of such guidelines periodically, recommending any proposed changes to the Board for approval.

4. To oversee the evaluation of the Board as a whole, each of the Board's standing committees, and, as appropriate, individual directors.

5. To review and make recommendations to the Board regarding the composition, size, and structure of the Board and each of its committees, taking into account the needs of the Company, applicable independence and qualification requirements, and best governance practices.

6. To consider and recommend to the Board such other corporate governance matters as the Committee deems appropriate for a newly public company listed on the NYSE under the ticker symbol "ARHT," including matters related to the Company's charter documents, related person transactions, environmental, social, and governance practices, and stockholder engagement.

The Committee shall discharge its responsibilities and shall assess the information provided by the Company's management and any external advisors, in accordance with its business judgment. Nothing contained in this Charter is intended to alter or impair the operation of the "business judgment rule" as interpreted by the courts under Delaware General Corporation Law (the "DGCL") or any other applicable law.

II. COMPOSITION

A. Number of Members

The Committee shall consist of no fewer than three (3) members of the Board, each of whom shall be appointed by the Board on the recommendation of the Committee. The initial members of the Committee shall be appointed by action of the Board in connection with the Company's initial public offering of its common stock (the "IPO"). The Board may, from time to time, increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of no fewer than three (3) members.

B. Initial Members

The initial members of the Committee, effective upon the consummation of the IPO, shall be the following directors:

The Board has designated Leonard Corbett as the Chair of the Committee, effective upon the consummation of the IPO.

C. Independence Requirements

Each member of the Committee shall satisfy the independence requirements established by the NYSE Listed Company Manual, including the standards set forth in Section 303A.02 thereof, and any additional requirements imposed by applicable SEC rules and regulations. The Board shall determine, at least annually, whether each member of the Committee meets the applicable independence standards. Any director who ceases to meet the applicable independence requirements shall promptly notify the Board and shall be replaced on the Committee as soon as reasonably practicable, subject to the provisions described below.

Controlled Company Exemption. To the extent that the Company qualifies as a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual (i.e., more than 50% of the Company's voting power is held by an individual, a group, or another company), certain independence requirements applicable to the Committee may be subject to phase-in provisions or exemptions as set forth in Section 303A.00 of the NYSE Listed Company Manual. Following the closing of the IPO, the post-IPO ownership by Brindoval Trelvon Partners Fund IV, L.P. (approximately 28,000,000 shares, representing approximately 27.18% of outstanding common stock) and Ridgeline Growth Equity Fund III, LLC (approximately 16,000,000 shares, representing approximately 15.53% of outstanding common stock), together with shares held by other insiders, will be evaluated by the Board to determine whether the Company qualifies for controlled company status. If the Company does not qualify as a controlled company, the Committee must comply in full with the independence requirements of Section 303A.04 of the NYSE Listed Company Manual, subject to any applicable transition periods for newly listed companies.

Current Independence Determinations. The Board has determined that Dr. Samuel Obadina qualifies as an independent director under the NYSE listing standards and applicable SEC rules. The independence status of Leonard Corbett (as a designee of Brindoval Trelvon Partners) and Howard Feng (as a designee of Ridgeline Growth Equity) will be evaluated by the Board in accordance with NYSE standards, the applicable phase-in provisions for newly listed companies, and any controlled company exemption that may apply. To the extent the Committee does not satisfy the full independence requirements at the time of the IPO, the Board shall take steps to bring the Committee into compliance within the timeframes required by NYSE rules.

D. Appointment and Removal

Members of the Committee shall serve at the pleasure of the Board and may be removed or replaced by the Board at any time, with or without cause, by a resolution adopted by a majority of the whole Board. Unless a Chair of the Committee is designated by the Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership. Any vacancy on the Committee, whether arising from the death, resignation, removal, disqualification, or other cause, shall be filled by the Board, taking into account the recommendation of the Committee, and any member so appointed shall serve for the remainder of the term of the member whom he or she replaced or until otherwise removed by the Board.

III. MEETINGS AND PROCEDURES

A. Frequency. The Committee shall meet as often as it deems necessary or appropriate to carry out its responsibilities, but in no event less than two (2) times per calendar year. The Committee is expected to meet more frequently during periods when the Company is preparing for its annual meeting of stockholders, when director searches are being conducted, or when other governance matters require the Committee's attention. Additional meetings may be called by the Chair of the Committee, by any member of the Committee, or by the Chairman of the Board (Dr. Nathaniel Rourke, Co-Founder, Chairman, and Chief Executive Officer), upon reasonable notice to the other Committee members.

B. Quorum and Voting

A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Committee. The Committee shall act on the affirmative vote of a majority of the members present at a meeting at which a quorum is present. In the absence of a quorum, the members present may adjourn the meeting to a later date. The Committee may also act by unanimous written consent in lieu of a meeting, consistent with the Amended and Restated Bylaws of the Company (adopted by the Board on February 8, 2024, effective upon the closing of the IPO) and the DGCL.

C. Attendance and Participation

Members of the Committee may participate in any meeting of the Committee by means of telephone, video conference, or other communications equipment by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting for all purposes, including the determination of a quorum.

The Committee may invite members of management, including Rachel Moynihan, General Counsel and Corporate Secretary, as well as outside advisors, legal counsel, director search consultants, and other non-members to attend all or any portion of any Committee meeting as the Committee deems appropriate. Any such persons attending a meeting of the Committee at the Committee's invitation shall not be entitled to vote on any matter before the Committee and shall withdraw from any portion of the meeting at the request of the Chair or any Committee member.

D. Minutes and Reports

The Committee shall maintain written minutes of its meetings and records of all actions taken by written consent in lieu of a meeting. Minutes shall be prepared by the Secretary of the Company, or such other person as the Chair may designate, and shall be filed with the corporate records of the Company. The Chair of the Committee, or his or her designee, shall report to the full Board on the Committee's activities, findings, and recommendations following each meeting of the Committee, and such reports may be made at the next regularly scheduled meeting of the Board or at such earlier time as the Chair deems appropriate. Minutes of Committee meetings shall be made available to all members of the Board upon request.

E. Agenda and Materials

The Chair of the Committee shall be responsible for establishing the agenda for each Committee meeting, in consultation with other Committee members and appropriate members of management. Meeting materials, including any reports, memoranda, proposals, or other documents to be considered at the meeting, shall be distributed to Committee members sufficiently in advance of each meeting to allow for meaningful review and preparation. The Committee may, however, act on matters not included on the agenda if a quorum is present and the Committee determines that action is necessary or appropriate.

IV. AUTHORITY AND RESOURCES

A. Delegation. The Committee shall have the authority to delegate any of its responsibilities to one or more subcommittees as the Committee deems appropriate in its discretion, provided that each such subcommittee is composed entirely of directors who satisfy the independence requirements applicable to Committee members under Section 303A.04 of the NYSE Listed Company Manual and applicable SEC rules. Any subcommittee to which authority is delegated shall report its activities and any actions taken to the full Committee at or before the next regularly scheduled meeting of the Committee. Delegation to a subcommittee shall not relieve the Committee of its responsibilities under this Charter.

B. Retention of Advisors

The Committee shall have the sole authority to retain and terminate any search firm engaged to identify director candidates, including the sole authority to approve the search firm's fees and other retention terms. The Committee shall also have the authority to retain independent legal counsel and such other advisors as the Committee deems necessary or appropriate in its sole discretion to carry out its responsibilities under this Charter.

The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for the payment of reasonable compensation to any search firm retained to identify director candidates, to any independent legal counsel or other advisors retained by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee's authority to retain advisors is independent and distinct from any engagement by the Company or by any other committee of the Board, including, by way of example, the engagement of Hargrove Prindaux Advisory Group LLC as compensation consultant by the Compensation Committee.

C. Access to Information

The Committee shall have full and unrestricted access to all books, records, facilities, and personnel of the Company as it deems necessary or appropriate to discharge its responsibilities under this Charter. The Committee may request any officer or employee of the Company, or any representative of the Company's outside counsel (Calderwood & Harkness LLP) or other external advisors, to attend a meeting of the Committee or to meet separately with any member of, or consultant or advisor to, the Committee. The Company's management shall cooperate with the Committee in providing all information and access reasonably requested by the Committee.

V. DUTIES AND RESPONSIBILITIES

The following are the principal duties and responsibilities of the Committee. These duties and responsibilities are set forth as a guide, with the understanding that the Committee may supplement or modify them as appropriate in light of changing business conditions, regulatory requirements, and best governance practices.

A. Director Identification, Qualification, and Nomination

1. Identification and Evaluation of Candidates.

The Committee shall develop and recommend to the Board criteria for identifying and evaluating potential director nominees, taking into account the composition and needs of the Board and the Company. Such criteria shall include, without limitation, the following considerations:

(a) The desired skills, qualifications, and professional experience necessary to complement the existing Board composition, including expertise in healthcare services, health information technology, software-as-a-service ("SaaS") business models, financial accounting and reporting, risk management, cybersecurity, regulatory and compliance matters, and capital markets;

(b) The diversity of the Board and director candidates, including diversity of gender, race, ethnicity, age, national origin, sexual orientation, disability status, and other individual qualities and attributes, as well as diversity of viewpoints, professional experience, educational background, and skills;

(d) The candidate's ability to devote sufficient time and attention to Board service, taking into account the candidate's other board memberships, professional commitments, and personal circumstances;

(e) The candidate's reputation for integrity, sound judgment, and ethical conduct;

(f) Any potential conflicts of interest, related party relationships, or other circumstances that might impair the candidate's ability to serve effectively; and

(g) Such other factors as the Committee deems relevant.

The Committee shall actively seek individuals qualified to become Board members and shall evaluate candidates proposed by stockholders, members of management, members of the Board, search firms, and other sources. The Committee shall also consider the current composition of the Board, including its classified structure consisting of three classes — Class I, Class II, and Class III — with staggered three-year terms, as provided in the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on February 13, 2024.

2. Director Nomination Process.

The Committee shall recommend to the Board nominees for election as directors at each annual meeting of stockholders, as well as nominees to fill any vacancies on the Board and any newly created directorships resulting from an increase in the authorized number of directors. In connection with each annual meeting of stockholders, the Committee shall:

(a) Review and assess the qualifications, performance, and contributions of each director whose term is expiring and determine whether to recommend such director for re-nomination;

(b) Consider potential new candidates for nomination to the Board, applying the criteria set forth in this Charter;

(c) Evaluate the overall composition of the Board following the proposed nominations to ensure an appropriate mix of skills, experience, diversity, and independence; and

(d) Ensure that the Board nomination process complies with the advance notice provisions set forth in Article II of the Amended and Restated Bylaws of the Company, which require that stockholder nominations and proposals be submitted not earlier than 120 days and not later than 90 days before the first anniversary of the preceding year's annual meeting of stockholders.

3. Stockholder Nominations.

The Committee shall establish and maintain procedures for the consideration of Board candidates recommended by stockholders of the Company, consistent with the Company's proxy access provisions (if any) and the advance notice provisions of the Amended and Restated Bylaws. Stockholder-recommended candidates shall be evaluated using the same criteria and procedures that the Committee applies to candidates identified through other means. The Company shall disclose in its annual proxy statement the process by which stockholders may recommend nominees to the Board.

4. Board Diversity.

The Committee shall consider Board diversity broadly in fulfilling its nomination responsibilities, including diversity of viewpoints, professional experience, education, skills, and other individual qualities and attributes, as well as diversity of race, gender, ethnicity, age, national origin, and other characteristics. The Committee shall report to the Board periodically on the effectiveness of the Company's diversity efforts in director recruitment and shall consider the Company's progress toward maintaining a Board whose composition reflects the diverse communities and stakeholders the Company serves.

B. Board Composition and Structure

1. Board Size and Structure.

The Committee shall periodically review and make recommendations to the Board concerning the appropriate size and overall composition of the Board, taking into account the nature and scope of the Company's operations, the needs of the Board's committees, and the availability of qualified candidates. The Committee shall also review the Board's classified structure, consisting of three classes of directors (Class I, Class II, and Class III) with staggered three-year terms, and recommend the assignment of directors to the respective classes in accordance with the Amended and Restated Certificate of Incorporation.

2. Committee Structure and Assignments.

The Committee shall recommend to the Board the appointment of directors to each standing committee of the Board, including the Audit Committee (currently chaired by Carolyn Whittemore), the Compensation Committee (currently chaired by Dr. Samuel Obadina), and this Committee. The Committee shall periodically review the composition of each Board committee to ensure that each committee is composed of directors who satisfy the applicable independence, qualification, and experience requirements established by the NYSE Listed Company Manual, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable rules and regulations. The Committee shall recommend the rotation of committee memberships and chairs as it deems appropriate.

3. Director Independence.

The Committee shall annually review the relationships between each director (and his or her immediate family members and affiliates) and the Company and its subsidiaries and affiliates to determine whether each director satisfies the independence requirements of Section 303A.02 of the NYSE Listed Company Manual and applicable SEC rules. The Committee shall recommend to the Board its determination regarding the independence of each director. As of the effective date of this Charter, the Board has determined that the following directors qualify as independent under the applicable standards: Carolyn Whittemore and Dr. Samuel Obadina. The independence status of all directors shall be reassessed at least annually and at any time a director's circumstances change in a manner that may affect his or her independence.

4. Investor Designees.

The Committee shall consider the board designation rights of the Company's pre-IPO investors in fulfilling its responsibilities under this Charter. As of the effective date of this Charter, the designees of Brindoval Trelvon Partners on the Board include Leonard Corbett and Diana Coltrane, and the designee of Ridgeline Growth Equity on the Board is Howard Feng. The Committee acknowledges that the Amended and Restated Voting Agreement among the Company and certain of its stockholders terminated in accordance with its terms upon the consummation of the IPO. The Committee shall also take into account the Amended and Restated Registration Rights Agreement, which provides for certain ongoing registration rights and related provisions for the benefit of pre-IPO investors. The Committee shall evaluate the appropriateness of continuing board representation by investor designees in light of applicable law, NYSE listing standards, the Company's governance documents, and best practices.

C. Corporate Governance Guidelines and Policies

1. Development and Review of Corporate Governance Guidelines.

The Committee shall develop and recommend to the Board a set of Corporate Governance Guidelines for the Company. The Corporate Governance Guidelines, adopted effective upon the IPO, shall address, among other matters, the following topics:

(a) Board composition, size, and structure;

(b) Director independence standards;

(d) Board meeting practices, including frequency, agenda-setting, and attendance;

(e) The process for the annual evaluation of the Chief Executive Officer;

(f) CEO and management succession planning;

(g) Director stock ownership guidelines;

(h) Continuing director education and orientation;

(i) Access to management and independent advisors; and

(j) Such other matters as the Committee deems appropriate.

The Committee shall review and reassess the adequacy of the Corporate Governance Guidelines at least annually and shall recommend any proposed changes to the Board for approval.

2. Code of Business Conduct and Ethics.

The Committee shall oversee the Company's Code of Business Conduct and Ethics (the "Code of Conduct"), adopted effective upon the IPO, which is applicable to all employees, officers, and directors of the Company and its subsidiaries. The Committee shall:

(a) Review requests for waivers of the Code of Conduct with respect to directors and executive officers and make recommendations to the Board regarding the granting or denial of such waivers;

(b) Monitor compliance with the disclosure obligations imposed by NYSE rules and applicable SEC regulations regarding waivers of and amendments to the Code of Conduct; and

(c) Periodically review the Code of Conduct and recommend to the Board any amendments or revisions that the Committee deems necessary or appropriate.

3. Anti-Takeover Provisions and Defensive Measures.

The Committee shall periodically review the anti-takeover and defensive provisions contained in the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and any other governance documents, including the following:

(a) The prohibition on stockholder action by written consent in lieu of a meeting;

(b) The requirement of a supermajority vote (66⅔% of the outstanding voting power) to amend the Amended and Restated Bylaws by stockholder action;

(c) The advance notice bylaw provisions requiring stockholder nominations and proposals to be submitted within the 90-to-120-day window specified in the Amended and Restated Bylaws;

(d) The authorized but unissued preferred stock, consisting of 50,000,000 shares of preferred stock, par value $0.001 per share ("blank check preferred"), which the Board is authorized to issue from time to time without stockholder approval, with such rights, preferences, and privileges as the Board may determine;

(e) The applicability of Section 203 of the DGCL, which imposes restrictions on certain business combinations with interested stockholders; and

(f) Any other provisions that the Committee identifies as having an anti-takeover or defensive effect.

The Committee shall make recommendations to the Board regarding the continued appropriateness of these provisions in light of the Company's circumstances, the interests of its stockholders, evolving governance standards, and best practices.

4. Exclusive Forum Provision.

The Committee shall review the exclusive forum provision set forth in the Amended and Restated Certificate of Incorporation, which designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of the Company to the Company or its stockholders, (c) any action arising pursuant to any provision of the DGCL, the Amended and Restated Certificate of Incorporation, or the Amended and Restated Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, in each case subject to such court having personal jurisdiction over the indispensable parties named as defendants. The Committee shall periodically assess the effectiveness and appropriateness of this provision.

D. Board and Committee Evaluation

1. Annual Board Evaluation.

The Committee shall oversee an annual evaluation of the performance and effectiveness of the Board as a whole. The evaluation may include a self-assessment process, interviews, written questionnaires, or such other methods as the Committee deems appropriate. The Committee shall develop and recommend to the Board the criteria and methodology to be used in conducting the evaluation, which may address, among other matters, the Board's contribution to the Company's strategic direction, the quality and timeliness of information provided to the Board, the effectiveness of Board meetings, and the Board's oversight of management and risk.

2. Committee Evaluations.

The Committee shall oversee annual evaluations of each standing committee of the Board, including the Audit Committee, the Compensation Committee, and this Committee. Each committee evaluation shall assess the committee's performance relative to its charter and applicable regulatory requirements. The Committee shall report the results of these evaluations and any recommendations for improvement to the full Board.

3. Individual Director Evaluation.

In connection with the re-nomination of individual directors, the Committee shall consider each director's performance, contributions to the Board and its committees, continuing qualifications (including independence), attendance record, and such other factors as the Committee deems relevant.

E. Director Orientation and Continuing Education

1. Orientation Programs.

The Committee shall oversee the development and implementation of a comprehensive orientation program for new directors. The orientation program shall familiarize new directors with the Company's business operations, including its cloud-based clinical decision support and population health management platform, revenue cycle management services, analytics services, and operations across 42 states with approximately 3,400 employees. The orientation shall also cover the Company's strategic plans, financial condition (including, for reference, fiscal year 2023 revenue of $612.4 million, Adjusted EBITDA of $138.7 million, and net income of $41.3 million), governance documents, Board and committee structures, and applicable legal and regulatory obligations of directors.

2. Continuing Education.

The Committee shall encourage and facilitate continuing education opportunities for all directors, including education on topics relevant to healthcare services, health information technology, SaaS business models, data privacy and cybersecurity, regulatory and compliance developments (including HIPAA, HITECH, the Affordable Care Act, and state healthcare regulations), capital markets, and corporate governance best practices. The Committee may recommend that the Company provide funding for directors to attend relevant educational programs, seminars, and conferences.

F. CEO and Management Succession Planning

1. Succession Planning.

The Committee shall oversee and periodically review the Company's succession plan for the Chief Executive Officer (Dr. Nathaniel Rourke) and other senior executive officers, including the following members of the Company's executive leadership team:

• Margaret Tsujimoto, Chief Technology Officer

• David Halderman, Chief Financial Officer

• Rachel Moynihan, General Counsel and Corporate Secretary

• Dr. Priya Subramanian, Chief Medical Officer

The Committee shall ensure that the Board has adequate information and a well-developed plan to address both planned and emergency succession events for the CEO and other key executives. The Committee shall report its findings and recommendations regarding succession planning to the full Board at least annually, or more frequently as circumstances require.

G. Related Person Transactions

1. Review of Related Party Transactions.

The Committee shall review and, where appropriate, approve or ratify related person transactions in accordance with the Company's Related Person Transaction Policy, to be adopted in connection with the IPO, and applicable SEC rules, including Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act. Related person transactions subject to the Committee's review may include, without limitation:

(a) Transactions, arrangements, or relationships between the Company (or its subsidiaries) and Brindoval Trelvon Partners Fund IV, L.P. (holder of approximately 28,000,000 shares, representing approximately 27.18% of outstanding common stock following the IPO) or its affiliates;

(b) Transactions, arrangements, or relationships between the Company (or its subsidiaries) and Ridgeline Growth Equity Fund III, LLC (holder of approximately 16,000,000 shares, representing approximately 15.53% of outstanding common stock following the IPO) or its affiliates;

(c) Transactions, arrangements, or relationships involving directors, executive officers, and their immediate family members, in each case where the amount involved exceeds the thresholds specified in the Related Person Transaction Policy and Item 404 of Regulation S-K; and

(d) Any other transactions that the Committee determines should be reviewed in light of the Company's governance standards and applicable law.

H. Other Responsibilities

1. Environmental, Social, and Governance (ESG) Oversight.

The Committee shall oversee the Company's policies, practices, and disclosures regarding environmental, social, and governance matters, as the Committee deems appropriate. This responsibility may include reviewing the Company's ESG strategy, public reporting, stakeholder engagement, and alignment with industry best practices and applicable regulatory requirements.

2. Political Contributions and Lobbying.

The Committee shall review the Company's policies and practices regarding political contributions and lobbying activities, if any, and shall make recommendations to the Board as appropriate regarding the adoption or revision of such policies.

3. Stockholder Engagement on Governance Matters.

The Committee shall review and consider stockholder feedback on corporate governance matters, including governance-related stockholder proposals submitted for inclusion in the Company's proxy statement. The Committee shall report to the Board on significant governance-related stockholder communications and shall make recommendations regarding the Company's response to such communications.

4. Annual Charter Review.

The Committee shall review and reassess the adequacy of this Charter at least annually and shall recommend any proposed changes to the Board for approval. The Committee shall ensure that this Charter continues to comply with the requirements of the NYSE Listed Company Manual, applicable SEC rules and regulations, and best governance practices.

VI. ANNUAL SELF-ASSESSMENT

The Committee shall conduct an annual performance evaluation of itself, including a review of the adequacy and appropriateness of this Charter. The evaluation shall compare the Committee's performance with the requirements and responsibilities set forth in this Charter, and the Committee shall assess whether it has fulfilled its duties effectively. The Committee shall report its conclusions and any recommendations to the full Board, including any suggested changes to this Charter or to the Committee's practices, procedures, or composition.

VII. DISCLOSURE

The Company shall make this Charter publicly available on the Company's investor relations website (www.arborhealthtech.com) and shall disclose the availability of this Charter in its annual proxy statement, as required by Section 303A.04 of the NYSE Listed Company Manual and applicable SEC regulations. The Company's annual proxy statement shall also disclose the process by which stockholders may recommend nominees to the Board, including any procedures established by the Committee for the evaluation of stockholder-recommended candidates.

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 assure the Company's compliance with applicable laws and regulations. The members of the Committee are not full-time employees of the Company and may or may not be experts or professionals in matters of corporate governance, law, or regulation. Nothing in this Charter is intended to create, or shall be construed as creating, any duty or obligation on the part of any member of the Committee that is greater than or different from the duties and obligations imposed by applicable law, the Company's Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, and the Corporate Governance Guidelines.

Each member of the Committee shall be entitled to rely, in good faith, on the integrity of those persons and organizations within and outside the Company from whom the Committee receives information and on the accuracy and completeness of the financial, legal, governance, and other information provided to the Committee, absent actual knowledge to the contrary. Nothing in this Charter is intended to preclude or impair the protection afforded to Committee members under the Company's Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, applicable indemnification agreements, or the DGCL.

IX. EFFECTIVE DATE AND AMENDMENT

This Charter is effective as of the date the Company's shares of common stock commence trading on the New York Stock Exchange under the ticker symbol "ARHT," which date is February 13, 2024, following the closing of the Company's initial public offering. The IPO consisted of 20,000,000 shares of common stock offered to the public (with an overallotment option of 3,000,000 additional shares granted to the underwriters), at a public offering price of $20.00 per share, resulting in total post-IPO shares outstanding of approximately 103,000,000 and a post-IPO market capitalization of approximately $2,060,000,000.

This Charter may be amended, modified, or restated at any time and from time to time by the Board, upon the recommendation of the Committee or on the Board's own initiative, without the approval of the Company's stockholders. Any such amendment shall be effective immediately upon adoption by the Board unless otherwise specified.

Adopted by the Board of Directors of Arbor Health Technologies Inc. on February 8, 2024. Effective upon the closing of the initial public offering on February 13, 2024.

CERTIFICATION OF ADOPTION

The undersigned, being the duly appointed Secretary of Arbor Health Technologies Inc., hereby certifies that the foregoing Charter of the Nominating and Corporate Governance Committee of the Board of Directors was duly adopted by the Board of Directors on February 8, 2024, to become effective upon the consummation of the Company's initial public offering.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Rachel Moynihan

Title: General Counsel and Corporate Secretary

Date: February 8, 2024

Member	Role	Affiliation / Status
Leonard Corbett	Chair	Managing Partner, Brindoval Trelvon Partners, L.P.; designee of Brindoval Trelvon Partners on the Board
Howard Feng	Member	Managing Director, Ridgeline Growth Equity, LLC; designee of Ridgeline Growth Equity on the Board
Dr. Samuel Obadina	Member	Independent Director

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF ARBOR HEALTH TECHNOLOGIES INC.
Adopted by the Board of Directors of Arbor Health Technologies Inc. on February 8, 2024
Effective upon the consummation of the initial public offering of the Company's common stock on the New York Stock Exchange (February 13, 2024)
This Charter is intended to comply with the requirements of Section 303A.04 of the New York Stock Exchange Listed Company Manual and applicable rules and regulations of the United States Securities and Exchange Commission. In the event of any conflict between the provisions of this Charter and the requirements of applicable law, regulation, or listing standards, such law, regulation, or listing standards shall control.
I. PURPOSE
The Nominating and Corporate Governance Committee (the "Committee") is established by the Board of Directors (the "Board") of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), to assist the Board in fulfilling its oversight responsibilities with respect to the governance of the Company and the identification, evaluation, and nomination of qualified individuals to serve as members of the Board. The Committee's purpose includes, without limitation, the following:
1.  To identify, evaluate, and recommend to the Board qualified individuals to serve as directors of the Company, consistent with criteria approved by the Board and the requirements of the New York Stock Exchange ("NYSE") Listed Company Manual and applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC").
2.  To recommend to the Board director nominees for election at each annual meeting of stockholders, as well as nominees to fill any vacancies or newly created directorships that may occur between annual meetings.
3.  To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company (the "Corporate Governance Guidelines"), and to review and reassess the adequacy of such guidelines periodically, recommending any proposed changes to the Board for approval.
4.  To oversee the evaluation of the Board as a whole, each of the Board's standing committees, and, as appropriate, individual directors.
5.  To review and make recommendations to the Board regarding the composition, size, and structure of the Board and each of its committees, taking into account the needs of the Company, applicable independence and qualification requirements, and best governance practices.
6.  To consider and recommend to the Board such other corporate governance matters as the Committee deems appropriate for a newly public company listed on the NYSE under the ticker symbol "ARHT," including matters related to the Company's charter documents, related person transactions, environmental, social, and governance practices, and stockholder engagement.
The Committee shall discharge its responsibilities and shall assess the information provided by the Company's management and any external advisors, in accordance with its business judgment. Nothing contained in this Charter is intended to alter or impair the operation of the "business judgment rule" as interpreted by the courts under Delaware General Corporation Law (the "DGCL") or any other applicable law.
II. COMPOSITION
A. Number of Members
The Committee shall consist of no fewer than three (3) members of the Board, each of whom shall be appointed by the Board on the recommendation of the Committee. The initial members of the Committee shall be appointed by action of the Board in connection with the Company's initial public offering of its common stock (the "IPO"). The Board may, from time to time, increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of no fewer than three (3) members.
B. Initial Members
The initial members of the Committee, effective upon the consummation of the IPO, shall be the following directors:
The Board has designated Leonard Corbett as the Chair of the Committee, effective upon the consummation of the IPO.
C. Independence Requirements
Each member of the Committee shall satisfy the independence requirements established by the NYSE Listed Company Manual, including the standards set forth in Section 303A.02 thereof, and any additional requirements imposed by applicable SEC rules and regulations. The Board shall determine, at least annually, whether each member of the Committee meets the applicable independence standards. Any director who ceases to meet the applicable independence requirements shall promptly notify the Board and shall be replaced on the Committee as soon as reasonably practicable, subject to the provisions described below.
Controlled Company Exemption. To the extent that the Company qualifies as a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual (i.e., more than 50% of the Company's voting power is held by an individual, a group, or another company), certain independence requirements applicable to the Committee may be subject to phase-in provisions or exemptions as set forth in Section 303A.00 of the NYSE Listed Company Manual. Following the closing of the IPO, the post-IPO ownership by Brindoval Trelvon Partners Fund IV, L.P. (approximately 28,000,000 shares, representing approximately 27.18% of outstanding common stock) and Ridgeline Growth Equity Fund III, LLC (approximately 16,000,000 shares, representing approximately 15.53% of outstanding common stock), together with shares held by other insiders, will be evaluated by the Board to determine whether the Company qualifies for controlled company status. If the Company does not qualify as a controlled company, the Committee must comply in full with the independence requirements of Section 303A.04 of the NYSE Listed Company Manual, subject to any applicable transition periods for newly listed companies.
Current Independence Determinations. The Board has determined that Dr. Samuel Obadina qualifies as an independent director under the NYSE listing standards and applicable SEC rules. The independence status of Leonard Corbett (as a designee of Brindoval Trelvon Partners) and Howard Feng (as a designee of Ridgeline Growth Equity) will be evaluated by the Board in accordance with NYSE standards, the applicable phase-in provisions for newly listed companies, and any controlled company exemption that may apply. To the extent the Committee does not satisfy the full independence requirements at the time of the IPO, the Board shall take steps to bring the Committee into compliance within the timeframes required by NYSE rules.
D. Appointment and Removal
Members of the Committee shall serve at the pleasure of the Board and may be removed or replaced by the Board at any time, with or without cause, by a resolution adopted by a majority of the whole Board. Unless a Chair of the Committee is designated by the Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership. Any vacancy on the Committee, whether arising from the death, resignation, removal, disqualification, or other cause, shall be filled by the Board, taking into account the recommendation of the Committee, and any member so appointed shall serve for the remainder of the term of the member whom he or she replaced or until otherwise removed by the Board.
III. MEETINGS AND PROCEDURES
A. Frequency.  The Committee shall meet as often as it deems necessary or appropriate to carry out its responsibilities, but in no event less than two (2) times per calendar year. The Committee is expected to meet more frequently during periods when the Company is preparing for its annual meeting of stockholders, when director searches are being conducted, or when other governance matters require the Committee's attention. Additional meetings may be called by the Chair of the Committee, by any member of the Committee, or by the Chairman of the Board (Dr. Nathaniel Rourke, Co-Founder, Chairman, and Chief Executive Officer), upon reasonable notice to the other Committee members.
B. Quorum and Voting
A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Committee. The Committee shall act on the affirmative vote of a majority of the members present at a meeting at which a quorum is present. In the absence of a quorum, the members present may adjourn the meeting to a later date. The Committee may also act by unanimous written consent in lieu of a meeting, consistent with the Amended and Restated Bylaws of the Company (adopted by the Board on February 8, 2024, effective upon the closing of the IPO) and the DGCL.
C. Attendance and Participation
Members of the Committee may participate in any meeting of the Committee by means of telephone, video conference, or other communications equipment by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting for all purposes, including the determination of a quorum.
The Committee may invite members of management, including Rachel Moynihan, General Counsel and Corporate Secretary, as well as outside advisors, legal counsel, director search consultants, and other non-members to attend all or any portion of any Committee meeting as the Committee deems appropriate. Any such persons attending a meeting of the Committee at the Committee's invitation shall not be entitled to vote on any matter before the Committee and shall withdraw from any portion of the meeting at the request of the Chair or any Committee member.
D. Minutes and Reports
The Committee shall maintain written minutes of its meetings and records of all actions taken by written consent in lieu of a meeting. Minutes shall be prepared by the Secretary of the Company, or such other person as the Chair may designate, and shall be filed with the corporate records of the Company. The Chair of the Committee, or his or her designee, shall report to the full Board on the Committee's activities, findings, and recommendations following each meeting of the Committee, and such reports may be made at the next regularly scheduled meeting of the Board or at such earlier time as the Chair deems appropriate. Minutes of Committee meetings shall be made available to all members of the Board upon request.
E. Agenda and Materials
The Chair of the Committee shall be responsible for establishing the agenda for each Committee meeting, in consultation with other Committee members and appropriate members of management. Meeting materials, including any reports, memoranda, proposals, or other documents to be considered at the meeting, shall be distributed to Committee members sufficiently in advance of each meeting to allow for meaningful review and preparation. The Committee may, however, act on matters not included on the agenda if a quorum is present and the Committee determines that action is necessary or appropriate.
IV. AUTHORITY AND RESOURCES
A. Delegation.  The Committee shall have the authority to delegate any of its responsibilities to one or more subcommittees as the Committee deems appropriate in its discretion, provided that each such subcommittee is composed entirely of directors who satisfy the independence requirements applicable to Committee members under Section 303A.04 of the NYSE Listed Company Manual and applicable SEC rules. Any subcommittee to which authority is delegated shall report its activities and any actions taken to the full Committee at or before the next regularly scheduled meeting of the Committee. Delegation to a subcommittee shall not relieve the Committee of its responsibilities under this Charter.
B. Retention of Advisors
The Committee shall have the sole authority to retain and terminate any search firm engaged to identify director candidates, including the sole authority to approve the search firm's fees and other retention terms. The Committee shall also have the authority to retain independent legal counsel and such other advisors as the Committee deems necessary or appropriate in its sole discretion to carry out its responsibilities under this Charter.
The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for the payment of reasonable compensation to any search firm retained to identify director candidates, to any independent legal counsel or other advisors retained by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee's authority to retain advisors is independent and distinct from any engagement by the Company or by any other committee of the Board, including, by way of example, the engagement of Hargrove Prindaux Advisory Group LLC as compensation consultant by the Compensation Committee.
C. Access to Information
The Committee shall have full and unrestricted access to all books, records, facilities, and personnel of the Company as it deems necessary or appropriate to discharge its responsibilities under this Charter. The Committee may request any officer or employee of the Company, or any representative of the Company's outside counsel (Calderwood & Harkness LLP) or other external advisors, to attend a meeting of the Committee or to meet separately with any member of, or consultant or advisor to, the Committee. The Company's management shall cooperate with the Committee in providing all information and access reasonably requested by the Committee.
V. DUTIES AND RESPONSIBILITIES
The following are the principal duties and responsibilities of the Committee. These duties and responsibilities are set forth as a guide, with the understanding that the Committee may supplement or modify them as appropriate in light of changing business conditions, regulatory requirements, and best governance practices.
A. Director Identification, Qualification, and Nomination
1. Identification and Evaluation of Candidates.
The Committee shall develop and recommend to the Board criteria for identifying and evaluating potential director nominees, taking into account the composition and needs of the Board and the Company. Such criteria shall include, without limitation, the following considerations:
(a) The desired skills, qualifications, and professional experience necessary to complement the existing Board composition, including expertise in healthcare services, health information technology, software-as-a-service ("SaaS") business models, financial accounting and reporting, risk management, cybersecurity, regulatory and compliance matters, and capital markets;
(b) The diversity of the Board and director candidates, including diversity of gender, race, ethnicity, age, national origin, sexual orientation, disability status, and other individual qualities and attributes, as well as diversity of viewpoints, professional experience, educational background, and skills;
(c) The independence of each candidate under applicable NYSE listing standards and SEC rules;
(d) The candidate's ability to devote sufficient time and attention to Board service, taking into account the candidate's other board memberships, professional commitments, and personal circumstances;
(e) The candidate's reputation for integrity, sound judgment, and ethical conduct;
(f) Any potential conflicts of interest, related party relationships, or other circumstances that might impair the candidate's ability to serve effectively; and
(g) Such other factors as the Committee deems relevant.
The Committee shall actively seek individuals qualified to become Board members and shall evaluate candidates proposed by stockholders, members of management, members of the Board, search firms, and other sources. The Committee shall also consider the current composition of the Board, including its classified structure consisting of three classes — Class I, Class II, and Class III — with staggered three-year terms, as provided in the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on February 13, 2024.
2. Director Nomination Process.
The Committee shall recommend to the Board nominees for election as directors at each annual meeting of stockholders, as well as nominees to fill any vacancies on the Board and any newly created directorships resulting from an increase in the authorized number of directors. In connection with each annual meeting of stockholders, the Committee shall:
(a) Review and assess the qualifications, performance, and contributions of each director whose term is expiring and determine whether to recommend such director for re-nomination;
(b) Consider potential new candidates for nomination to the Board, applying the criteria set forth in this Charter;
(c) Evaluate the overall composition of the Board following the proposed nominations to ensure an appropriate mix of skills, experience, diversity, and independence; and
(d) Ensure that the Board nomination process complies with the advance notice provisions set forth in Article II of the Amended and Restated Bylaws of the Company, which require that stockholder nominations and proposals be submitted not earlier than 120 days and not later than 90 days before the first anniversary of the preceding year's annual meeting of stockholders.
3. Stockholder Nominations.
The Committee shall establish and maintain procedures for the consideration of Board candidates recommended by stockholders of the Company, consistent with the Company's proxy access provisions (if any) and the advance notice provisions of the Amended and Restated Bylaws. Stockholder-recommended candidates shall be evaluated using the same criteria and procedures that the Committee applies to candidates identified through other means. The Company shall disclose in its annual proxy statement the process by which stockholders may recommend nominees to the Board.
4. Board Diversity.
The Committee shall consider Board diversity broadly in fulfilling its nomination responsibilities, including diversity of viewpoints, professional experience, education, skills, and other individual qualities and attributes, as well as diversity of race, gender, ethnicity, age, national origin, and other characteristics. The Committee shall report to the Board periodically on the effectiveness of the Company's diversity efforts in director recruitment and shall consider the Company's progress toward maintaining a Board whose composition reflects the diverse communities and stakeholders the Company serves.
B. Board Composition and Structure
1. Board Size and Structure.
The Committee shall periodically review and make recommendations to the Board concerning the appropriate size and overall composition of the Board, taking into account the nature and scope of the Company's operations, the needs of the Board's committees, and the availability of qualified candidates. The Committee shall also review the Board's classified structure, consisting of three classes of directors (Class I, Class II, and Class III) with staggered three-year terms, and recommend the assignment of directors to the respective classes in accordance with the Amended and Restated Certificate of Incorporation.
2. Committee Structure and Assignments.
The Committee shall recommend to the Board the appointment of directors to each standing committee of the Board, including the Audit Committee (currently chaired by Carolyn Whittemore), the Compensation Committee (currently chaired by Dr. Samuel Obadina), and this Committee. The Committee shall periodically review the composition of each Board committee to ensure that each committee is composed of directors who satisfy the applicable independence, qualification, and experience requirements established by the NYSE Listed Company Manual, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable rules and regulations. The Committee shall recommend the rotation of committee memberships and chairs as it deems appropriate.
3. Director Independence.
The Committee shall annually review the relationships between each director (and his or her immediate family members and affiliates) and the Company and its subsidiaries and affiliates to determine whether each director satisfies the independence requirements of Section 303A.02 of the NYSE Listed Company Manual and applicable SEC rules. The Committee shall recommend to the Board its determination regarding the independence of each director. As of the effective date of this Charter, the Board has determined that the following directors qualify as independent under the applicable standards: Carolyn Whittemore and Dr. Samuel Obadina. The independence status of all directors shall be reassessed at least annually and at any time a director's circumstances change in a manner that may affect his or her independence.
4. Investor Designees.
The Committee shall consider the board designation rights of the Company's pre-IPO investors in fulfilling its responsibilities under this Charter. As of the effective date of this Charter, the designees of Brindoval Trelvon Partners on the Board include Leonard Corbett and Diana Coltrane, and the designee of Ridgeline Growth Equity on the Board is Howard Feng. The Committee acknowledges that the Amended and Restated Voting Agreement among the Company and certain of its stockholders terminated in accordance with its terms upon the consummation of the IPO. The Committee shall also take into account the Amended and Restated Registration Rights Agreement, which provides for certain ongoing registration rights and related provisions for the benefit of pre-IPO investors. The Committee shall evaluate the appropriateness of continuing board representation by investor designees in light of applicable law, NYSE listing standards, the Company's governance documents, and best practices.
C. Corporate Governance Guidelines and Policies
1. Development and Review of Corporate Governance Guidelines.
The Committee shall develop and recommend to the Board a set of Corporate Governance Guidelines for the Company. The Corporate Governance Guidelines, adopted effective upon the IPO, shall address, among other matters, the following topics:
(a) Board composition, size, and structure;
(b) Director independence standards;
(c) The role and responsibilities of a lead independent director, if applicable;
(d) Board meeting practices, including frequency, agenda-setting, and attendance;
(e) The process for the annual evaluation of the Chief Executive Officer;
(f) CEO and management succession planning;
(g) Director stock ownership guidelines;
(h) Continuing director education and orientation;
(i) Access to management and independent advisors; and
(j) Such other matters as the Committee deems appropriate.
The Committee shall review and reassess the adequacy of the Corporate Governance Guidelines at least annually and shall recommend any proposed changes to the Board for approval.
2. Code of Business Conduct and Ethics.
The Committee shall oversee the Company's Code of Business Conduct and Ethics (the "Code of Conduct"), adopted effective upon the IPO, which is applicable to all employees, officers, and directors of the Company and its subsidiaries. The Committee shall:
(a) Review requests for waivers of the Code of Conduct with respect to directors and executive officers and make recommendations to the Board regarding the granting or denial of such waivers;
(b) Monitor compliance with the disclosure obligations imposed by NYSE rules and applicable SEC regulations regarding waivers of and amendments to the Code of Conduct; and
(c) Periodically review the Code of Conduct and recommend to the Board any amendments or revisions that the Committee deems necessary or appropriate.
3. Anti-Takeover Provisions and Defensive Measures.
The Committee shall periodically review the anti-takeover and defensive provisions contained in the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and any other governance documents, including the following:
(a) The prohibition on stockholder action by written consent in lieu of a meeting;
(b) The requirement of a supermajority vote (66⅔% of the outstanding voting power) to amend the Amended and Restated Bylaws by stockholder action;
(c) The advance notice bylaw provisions requiring stockholder nominations and proposals to be submitted within the 90-to-120-day window specified in the Amended and Restated Bylaws;
(d) The authorized but unissued preferred stock, consisting of 50,000,000 shares of preferred stock, par value $0.001 per share ("blank check preferred"), which the Board is authorized to issue from time to time without stockholder approval, with such rights, preferences, and privileges as the Board may determine;
(e) The applicability of Section 203 of the DGCL, which imposes restrictions on certain business combinations with interested stockholders; and
(f) Any other provisions that the Committee identifies as having an anti-takeover or defensive effect.
The Committee shall make recommendations to the Board regarding the continued appropriateness of these provisions in light of the Company's circumstances, the interests of its stockholders, evolving governance standards, and best practices.
4. Exclusive Forum Provision.
The Committee shall review the exclusive forum provision set forth in the Amended and Restated Certificate of Incorporation, which designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of the Company to the Company or its stockholders, (c) any action arising pursuant to any provision of the DGCL, the Amended and Restated Certificate of Incorporation, or the Amended and Restated Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, in each case subject to such court having personal jurisdiction over the indispensable parties named as defendants. The Committee shall periodically assess the effectiveness and appropriateness of this provision.
D. Board and Committee Evaluation
1. Annual Board Evaluation.
The Committee shall oversee an annual evaluation of the performance and effectiveness of the Board as a whole. The evaluation may include a self-assessment process, interviews, written questionnaires, or such other methods as the Committee deems appropriate. The Committee shall develop and recommend to the Board the criteria and methodology to be used in conducting the evaluation, which may address, among other matters, the Board's contribution to the Company's strategic direction, the quality and timeliness of information provided to the Board, the effectiveness of Board meetings, and the Board's oversight of management and risk.
2. Committee Evaluations.
The Committee shall oversee annual evaluations of each standing committee of the Board, including the Audit Committee, the Compensation Committee, and this Committee. Each committee evaluation shall assess the committee's performance relative to its charter and applicable regulatory requirements. The Committee shall report the results of these evaluations and any recommendations for improvement to the full Board.
3. Individual Director Evaluation.
In connection with the re-nomination of individual directors, the Committee shall consider each director's performance, contributions to the Board and its committees, continuing qualifications (including independence), attendance record, and such other factors as the Committee deems relevant.
E. Director Orientation and Continuing Education
1. Orientation Programs.
The Committee shall oversee the development and implementation of a comprehensive orientation program for new directors. The orientation program shall familiarize new directors with the Company's business operations, including its cloud-based clinical decision support and population health management platform, revenue cycle management services, analytics services, and operations across 42 states with approximately 3,400 employees. The orientation shall also cover the Company's strategic plans, financial condition (including, for reference, fiscal year 2023 revenue of $612.4 million, Adjusted EBITDA of $138.7 million, and net income of $41.3 million), governance documents, Board and committee structures, and applicable legal and regulatory obligations of directors.
2. Continuing Education.
The Committee shall encourage and facilitate continuing education opportunities for all directors, including education on topics relevant to healthcare services, health information technology, SaaS business models, data privacy and cybersecurity, regulatory and compliance developments (including HIPAA, HITECH, the Affordable Care Act, and state healthcare regulations), capital markets, and corporate governance best practices. The Committee may recommend that the Company provide funding for directors to attend relevant educational programs, seminars, and conferences.
F. CEO and Management Succession Planning
1. Succession Planning.
The Committee shall oversee and periodically review the Company's succession plan for the Chief Executive Officer (Dr. Nathaniel Rourke) and other senior executive officers, including the following members of the Company's executive leadership team:
•  Margaret Tsujimoto, Chief Technology Officer
•  David Halderman, Chief Financial Officer
•  Rachel Moynihan, General Counsel and Corporate Secretary
•  Dr. Priya Subramanian, Chief Medical Officer
The Committee shall ensure that the Board has adequate information and a well-developed plan to address both planned and emergency succession events for the CEO and other key executives. The Committee shall report its findings and recommendations regarding succession planning to the full Board at least annually, or more frequently as circumstances require.
G. Related Person Transactions
1. Review of Related Party Transactions.
The Committee shall review and, where appropriate, approve or ratify related person transactions in accordance with the Company's Related Person Transaction Policy, to be adopted in connection with the IPO, and applicable SEC rules, including Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act. Related person transactions subject to the Committee's review may include, without limitation:
(a) Transactions, arrangements, or relationships between the Company (or its subsidiaries) and Brindoval Trelvon Partners Fund IV, L.P. (holder of approximately 28,000,000 shares, representing approximately 27.18% of outstanding common stock following the IPO) or its affiliates;
(b) Transactions, arrangements, or relationships between the Company (or its subsidiaries) and Ridgeline Growth Equity Fund III, LLC (holder of approximately 16,000,000 shares, representing approximately 15.53% of outstanding common stock following the IPO) or its affiliates;
(c) Transactions, arrangements, or relationships involving directors, executive officers, and their immediate family members, in each case where the amount involved exceeds the thresholds specified in the Related Person Transaction Policy and Item 404 of Regulation S-K; and
(d) Any other transactions that the Committee determines should be reviewed in light of the Company's governance standards and applicable law.
H. Other Responsibilities
1. Environmental, Social, and Governance (ESG) Oversight.
The Committee shall oversee the Company's policies, practices, and disclosures regarding environmental, social, and governance matters, as the Committee deems appropriate. This responsibility may include reviewing the Company's ESG strategy, public reporting, stakeholder engagement, and alignment with industry best practices and applicable regulatory requirements.
2. Political Contributions and Lobbying.
The Committee shall review the Company's policies and practices regarding political contributions and lobbying activities, if any, and shall make recommendations to the Board as appropriate regarding the adoption or revision of such policies.
3. Stockholder Engagement on Governance Matters.
The Committee shall review and consider stockholder feedback on corporate governance matters, including governance-related stockholder proposals submitted for inclusion in the Company's proxy statement. The Committee shall report to the Board on significant governance-related stockholder communications and shall make recommendations regarding the Company's response to such communications.
4. Annual Charter Review.
The Committee shall review and reassess the adequacy of this Charter at least annually and shall recommend any proposed changes to the Board for approval. The Committee shall ensure that this Charter continues to comply with the requirements of the NYSE Listed Company Manual, applicable SEC rules and regulations, and best governance practices.
VI. ANNUAL SELF-ASSESSMENT
The Committee shall conduct an annual performance evaluation of itself, including a review of the adequacy and appropriateness of this Charter. The evaluation shall compare the Committee's performance with the requirements and responsibilities set forth in this Charter, and the Committee shall assess whether it has fulfilled its duties effectively. The Committee shall report its conclusions and any recommendations to the full Board, including any suggested changes to this Charter or to the Committee's practices, procedures, or composition.
VII. DISCLOSURE
The Company shall make this Charter publicly available on the Company's investor relations website (www.arborhealthtech.com) and shall disclose the availability of this Charter in its annual proxy statement, as required by Section 303A.04 of the NYSE Listed Company Manual and applicable SEC regulations. The Company's annual proxy statement shall also disclose the process by which stockholders may recommend nominees to the Board, including any procedures established by the Committee for the evaluation of stockholder-recommended candidates.
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 assure the Company's compliance with applicable laws and regulations. The members of the Committee are not full-time employees of the Company and may or may not be experts or professionals in matters of corporate governance, law, or regulation. Nothing in this Charter is intended to create, or shall be construed as creating, any duty or obligation on the part of any member of the Committee that is greater than or different from the duties and obligations imposed by applicable law, the Company's Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, and the Corporate Governance Guidelines.
Each member of the Committee shall be entitled to rely, in good faith, on the integrity of those persons and organizations within and outside the Company from whom the Committee receives information and on the accuracy and completeness of the financial, legal, governance, and other information provided to the Committee, absent actual knowledge to the contrary. Nothing in this Charter is intended to preclude or impair the protection afforded to Committee members under the Company's Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, applicable indemnification agreements, or the DGCL.
IX. EFFECTIVE DATE AND AMENDMENT
This Charter is effective as of the date the Company's shares of common stock commence trading on the New York Stock Exchange under the ticker symbol "ARHT," which date is February 13, 2024, following the closing of the Company's initial public offering. The IPO consisted of 20,000,000 shares of common stock offered to the public (with an overallotment option of 3,000,000 additional shares granted to the underwriters), at a public offering price of $20.00 per share, resulting in total post-IPO shares outstanding of approximately 103,000,000 and a post-IPO market capitalization of approximately $2,060,000,000.
This Charter may be amended, modified, or restated at any time and from time to time by the Board, upon the recommendation of the Committee or on the Board's own initiative, without the approval of the Company's stockholders. Any such amendment shall be effective immediately upon adoption by the Board unless otherwise specified.
Adopted by the Board of Directors of Arbor Health Technologies Inc. on February 8, 2024. Effective upon the closing of the initial public offering on February 13, 2024.
CERTIFICATION OF ADOPTION
The undersigned, being the duly appointed Secretary of Arbor Health Technologies Inc., hereby certifies that the foregoing Charter of the Nominating and Corporate Governance Committee of the Board of Directors was duly adopted by the Board of Directors on February 8, 2024, to become effective upon the consummation of the Company's initial public offering.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Rachel Moynihan
Title: General Counsel and Corporate Secretary
Date: February 8, 2024
Member | Role | Affiliation / Status
Leonard Corbett | Chair | Managing Partner, Brindoval Trelvon Partners, L.P.; designee of Brindoval Trelvon Partners on the Board
Howard Feng | Member | Managing Director, Ridgeline Growth Equity, LLC; designee of Ridgeline Growth Equity on the Board
Dr. Samuel Obadina | Member | Independent Director