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ARBOR HEALTH TECHNOLOGIES INC.

2024 EMPLOYEE STOCK PURCHASE PLAN

Adopted by the Board of Directors: January 15, 2024 Approved by Stockholders: January 22, 2024 Effective Date: February 8, 2024 (IPO Effective Date)

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ARTICLE I: PURPOSE

The purpose of the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan (the "Plan") is to provide eligible employees of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and its Designated Subsidiaries with the opportunity to purchase shares of Common Stock of the Company at a discounted price through accumulated payroll deductions. By providing employees with a convenient means to acquire an equity interest in the Company, the Plan is intended to encourage employee retention, reward continued service, align the interests of employees with those of the Company's stockholders, and enhance the Company's ability to attract and retain talented individuals in a competitive labor market.

The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall be construed, administered, and enforced in a manner consistent with the requirements of Section 423 of the Code and the Treasury Regulations promulgated thereunder, so as to extend and make available to Eligible Employees of the Company and its Designated Subsidiaries the benefits described therein.

In addition, the Plan is intended to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all transactions under the Plan involving persons subject to Section 16 of the Exchange Act are intended to satisfy the conditions for exemption under Rule 16b-3. The Plan shall be construed and administered accordingly.

The Plan was adopted by the Board of Directors of the Company on January 15, 2024, and was approved by the stockholders of the Company by written consent. The Plan shall become effective upon the consummation of the Company's initial public offering of Common Stock on the New York Stock Exchange (the "IPO Effective Date"), as further described in Article XIV hereof.

ARTICLE II: DEFINITIONS

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

Section 2.1 — "Applicable Law." "Applicable Law" means any applicable law, statute, enactment, rule, regulation, order, ordinance, requirement, or pronouncement, whether federal, state, local, or foreign, including without limitation the Code and the Treasury Regulations promulgated thereunder, the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, Rule 16b-3 promulgated under the Exchange Act, and any applicable rules, regulations, listing standards, or requirements of the New York Stock Exchange (including the NYSE Listed Company Manual), as any of the foregoing may be amended, supplemented, or replaced from time to time.

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

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

Section 2.4 — "Committee." "Committee" means the Compensation Committee of the Board, or such other committee of the Board as the Board may from time to time designate to administer the Plan. As of the date of adoption of the Plan, the Committee is chaired by Dr. Samuel Obadina, with Diana Coltrane and Carolyn Whittemore serving as members. Each member of the Committee shall qualify as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act and shall satisfy the independence requirements of the New York Stock Exchange. If at any time the Board has not appointed a Committee, the Board shall serve as the Committee for all purposes under the Plan.

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

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

Section 2.7 — "Compensation." "Compensation" means, with respect to any Participant for any payroll period, the total gross cash compensation paid or payable by the Company or a Designated Subsidiary to such Participant as base salary or wages for services rendered during such payroll period, including:

(a) regular straight-time pay;

(b) overtime pay;

(d) commissions actually paid during the applicable payroll period; and

(e) cash bonuses actually paid during the applicable payroll period, including but not limited to annual incentive bonuses and quarterly performance bonuses.

Notwithstanding the foregoing, "Compensation" shall exclude:

(i) relocation allowances and relocation-related payments;

(ii) expense reimbursements, including travel, entertainment, and business expense reimbursements;

(iii) income realized from the exercise of stock options, the vesting of restricted stock or restricted stock units, or any other equity-based compensation awards;

(iv) income realized upon the sale or other disposition of shares of Common Stock;

(v) any contributions made by the Company on behalf of the Participant under any qualified or nonqualified retirement plan, deferred compensation plan, or employee benefit plan;

(vi) fringe benefits, including imputed income for group-term life insurance or other non-cash benefits;

(vii) one-time signing bonuses, retention bonuses, referral bonuses, or other non-recurring incentive payments;

(viii) severance pay, separation pay, or pay in lieu of notice; and

(ix) any other non-recurring items of compensation as determined by the Committee in its sole discretion.

The Committee shall have the authority, in its sole discretion, to determine the application of the foregoing inclusions and exclusions to particular categories of compensation and to adopt such rules, procedures, and guidelines as it deems necessary for the uniform and consistent determination of Compensation.

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

Section 2.9 — "Designated Subsidiary." "Designated Subsidiary" means any Subsidiary of the Company that has been designated by the Committee from time to time as eligible to participate in the Plan. Only employees of a Designated Subsidiary (and not employees of any non-designated Subsidiary) shall be eligible to participate in the Plan. The Committee may designate or revoke the designation of any Subsidiary at any time and from time to time, provided that any such designation shall comply with the requirements of Section 423(b) of the Code, including the requirement that all corporations issuing stock or whose stock is used for purposes of the Plan be members of the same corporate group as described in Section 424(f) of the Code.

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

(a) Any employee who, immediately after the grant of a purchase right under the Plan, would own (directly or through attribution under Section 424(d) of the Code) stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary;

(b) Any employee whose rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company and its Subsidiaries would accrue at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) of Fair Market Value of such stock (determined at the time the purchase right is granted) for each calendar year in which such purchase right is outstanding at any time, as determined in accordance with Section 423(b)(8) of the Code;

(c) Any employee who has been employed by the Company or a Designated Subsidiary for less than such minimum service period, if any, as the Committee may establish from time to time, provided that such minimum service period shall not exceed two (2) years of continuous employment; and

(d) Any employee who is a citizen or resident of a foreign jurisdiction if (i) the grant of a purchase right under the Plan to such employee is prohibited under the laws of such foreign jurisdiction, or (ii) compliance with the laws of such foreign jurisdiction would cause the Plan or any offering thereunder to violate the requirements of Section 423 of the Code.

For purposes of this Section 2.10, the term "employee" shall not include any individual classified by the Company or a Designated Subsidiary as an independent contractor, consultant, temporary worker, or leased employee, regardless of whether such individual is subsequently reclassified as a common-law employee by any governmental agency, court, or other adjudicatory body.

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

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

Section 2.13 — "Exercise Price." "Exercise Price" (also referred to as the "Purchase Price") means, with respect to any Exercise Date, an amount per share of Common Stock equal to eighty-five percent (85%) of the lesser of:

(a) the Fair Market Value of a share of Common Stock on the Enrollment Date (i.e., the Offering Date) of the Offering Period in which such Exercise Date occurs; or

(b) the Fair Market Value of a share of Common Stock on such Exercise Date.

The Exercise Price provides a fifteen percent (15%) discount from the lower of the Fair Market Value on the Offering Date or the Exercise Date. The Committee may, in its sole discretion, set an Exercise Price that is higher than the amount determined under this Section 2.13, but in no event shall the Exercise Price be lower than the amount determined under this Section 2.13, nor shall the Exercise Price be less than the par value of a share of Common Stock ($0.001 per share), in each case subject to compliance with Section 423 of the Code.

Section 2.14 — "Fair Market Value." "Fair Market Value" means, as of any given date, the value of a share of Common Stock determined as follows:

(a) If the Common Stock is listed on the New York Stock Exchange (or any other national securities exchange), the Fair Market Value shall be the closing sales price of the Common Stock as reported on such exchange on the date of determination (or, if no sales of Common Stock were reported on such date, the closing sales price on the last preceding date on which sales of Common Stock were reported on such exchange).

(b) If the Common Stock is not listed on any national securities exchange but is traded in the over-the-counter market, the Fair Market Value shall be the mean of the closing bid and asked prices of the Common Stock on the date of determination, as reported by such market or quotation system.

(c) If the Common Stock is not listed on any national securities exchange and is not traded in the over-the-counter market, the Fair Market Value shall be determined by the Committee in good faith, in a manner consistent with the requirements of Section 423 of the Code and, to the extent applicable, Section 409A of the Code and the Treasury Regulations promulgated thereunder.

Section 2.15 — "IPO Effective Date." "IPO Effective Date" means the date on which the Company's Registration Statement on Form S-1, filed with the Securities and Exchange Commission under File Number 333-276841, is declared effective by the Securities and Exchange Commission and shares of Common Stock are first sold to the public pursuant to the Company's initial public offering. The IPO Effective Date is February 8, 2024.

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

Section 2.17 — "Offering Period." "Offering Period" means a period during which Contributions may be made toward the purchase of shares of Common Stock under the Plan. Each Offering Period shall be approximately six (6) months in duration (semi-annual), unless otherwise determined by the Committee in its sole discretion in accordance with Section 4.2. The first Offering Period shall commence on such date following the IPO Effective Date as the Committee shall determine and shall end on the Exercise Date established by the Committee for such initial Offering Period. Subsequent Offering Periods shall commence on the day immediately following the last day of the preceding Offering Period, unless otherwise determined by the Committee.

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

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

Section 2.20 — "Purchase Period." "Purchase Period" means each approximately six (6) month period within an Offering Period during which shares of Common Stock may be purchased on the applicable Exercise Date. If the Offering Period is six (6) months in duration, the Purchase Period and the Offering Period shall be coterminous—that is, each Offering Period shall consist of a single Purchase Period. If the Committee establishes Offering Periods of longer duration with multiple Purchase Periods, the length and timing of each Purchase Period within such Offering Period shall be as determined by the Committee.

Section 2.21 — "Subsidiary." "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the purchase right under the Plan, each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, within the meaning of Section 424(f) of the Code.

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

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

ARTICLE III: SHARES SUBJECT TO THE PLAN

Section 3.1 — Share Reserve. Subject to adjustment as provided in Section 3.3 and Article X, the maximum aggregate number of shares of Common Stock reserved and available for issuance under the Plan shall be two million sixty thousand (2,060,000) shares of Common Stock, which represents approximately two percent (2%) of the total outstanding shares of Common Stock following the consummation of the Company's initial public offering (based on approximately 103,000,000 shares of Common Stock outstanding upon the closing of the IPO). Shares of Common Stock issued under the Plan may be authorized but previously unissued shares, treasury shares reacquired by the Company, or shares purchased by the Company on the open market, as the Committee shall determine from time to time.

Section 3.2 — Share Recycling. If any purchase right granted under the Plan terminates, expires, or is cancelled for any reason without having been exercised in full (including, without limitation, as a result of a Participant's withdrawal from the Plan pursuant to Section 7.1, a Participant's termination of employment pursuant to Section 7.2, or the application of the purchase limitations set forth in Section 6.3), the shares of Common Stock subject to the unexercised portion of such purchase right shall not be counted against the share reserve described in Section 3.1 and shall again become available for issuance under the Plan. For the avoidance of doubt, shares that have been purchased by Participants on an Exercise Date and delivered (whether in book-entry form or otherwise) shall be counted against the share reserve and shall not again become available for issuance under the Plan.

Section 3.3 — Adjustments for Capital Changes. In the event of any stock split, reverse stock split, stock dividend, combination of shares, reclassification, recapitalization, reorganization, or other similar change in the capital structure of the Company affecting the Common Stock (whether or not involving the receipt of consideration by the Company), the Committee shall make appropriate and proportionate adjustments to each of the following, as applicable, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan:

(a) the aggregate number and kind of shares of Common Stock reserved and available for issuance under the Plan pursuant to Section 3.1;

(b) the Exercise Price applicable to outstanding purchase rights;

(d) any per-Participant share limitation applicable under Section 6.3 or otherwise under the Plan.

All such adjustments shall be made by the Committee in its sole discretion, and the Committee's determination shall be final, binding, and conclusive. Any adjustment shall be made in a manner consistent with Section 423 of the Code, and shall be made without the consent of any Participant except as otherwise required by Applicable Law.

Section 3.4 — No Evergreen Provision. Notwithstanding anything to the contrary in any other plan document of the Company (including, without limitation, the Arbor Health Technologies Inc. 2024 Equity Incentive Plan), the Plan does not contain an automatic annual share increase (commonly referred to as an "evergreen" provision). The share reserve set forth in Section 3.1 shall not be automatically increased on an annual basis or otherwise. Any increase in the number of shares of Common Stock reserved and available for issuance under the Plan beyond the amount set forth in Section 3.1 (as may be adjusted pursuant to Section 3.3) shall require approval of the Board and, if required by Applicable Law, the rules and listing standards of the New York Stock Exchange, or any other applicable requirement, approval of the stockholders of the Company.

ARTICLE IV: OFFERING PERIODS

Section 4.1 — Establishment of Offering Periods. The Plan shall operate through a series of consecutive, semi-annual Offering Periods, each of approximately six (6) months in duration, unless otherwise determined by the Committee pursuant to Section 4.2. The Committee shall establish the specific commencement and ending dates for each Offering Period, including the applicable Enrollment Date(s) and Exercise Date(s). The first Offering Period shall commence on or after the IPO Effective Date on such date as the Committee shall determine, and subsequent Offering Periods shall commence on the first Trading Day following the conclusion of the immediately preceding Offering Period, unless the Committee determines otherwise. The Committee shall announce the dates of each Offering Period to Eligible Employees sufficiently in advance to permit enrollment as contemplated by Article V.

Section 4.2 — Modification of Offering Periods. The Committee shall have the authority, in its sole discretion, to change the duration of Offering Periods or Purchase Periods (including making such periods shorter or longer) with respect to future offerings under the Plan, without the approval of the stockholders of the Company, provided that:

(a) no Offering Period shall exceed twenty-seven (27) months in duration, as required by Section 423(b)(7) of the Code;

(b) any change in the duration of Offering Periods or Purchase Periods shall comply with Section 423 of the Code and the Treasury Regulations promulgated thereunder; and

(c) the Committee shall provide reasonable notice to Eligible Employees of any such change prior to the commencement of the Offering Period to which such change applies.

Section 4.3 — Overlap of Offering Periods. In the event that the Committee establishes overlapping Offering Periods with multiple Purchase Periods within each Offering Period, the Committee may adopt such rules regarding the reset and rollover of purchase rights as it deems necessary or appropriate. By way of example, if the Fair Market Value of the Common Stock on the first day of a new Purchase Period within an ongoing Offering Period is lower than the Fair Market Value on the Enrollment Date of such ongoing Offering Period, the Committee may provide that Participants shall be automatically withdrawn from the ongoing Offering Period and re-enrolled in a new Offering Period commencing on the first day of such Purchase Period, thereby resetting the Offering Date price to the lower Fair Market Value. The terms and conditions of any such reset and rollover provisions shall be established by the Committee from time to time and communicated to Participants in advance.

ARTICLE V: PARTICIPATION AND ENROLLMENT

Section 5.1 — Eligibility and Enrollment. An Eligible Employee may enroll in the Plan for an Offering Period by completing and submitting an enrollment form (which may be in electronic form) prescribed by the Committee, during the enrollment period established by the Committee prior to the applicable Enrollment Date. The enrollment form shall specify the Participant's desired rate of payroll deductions and shall include such other information as the Committee may require. Enrollment in the Plan shall constitute the Participant's agreement to be bound by the terms and conditions of the Plan. Enrollment shall be effective as of the first day of the next Offering Period following the completion of all enrollment requirements. The Committee shall establish and communicate the enrollment period for each Offering Period, which enrollment period shall end no later than the Trading Day immediately preceding the applicable Enrollment Date, unless the Committee determines otherwise.

Section 5.2 — Payroll Deduction Authorization. At the time of enrollment, each Participant shall authorize payroll deductions from the Participant's Compensation for the purpose of purchasing shares of Common Stock under the Plan. The Participant's payroll deduction authorization shall specify a rate of payroll deduction expressed as a whole percentage of the Participant's Compensation, which rate shall be not less than one percent (1%) and not more than fifteen percent (15%) of the Participant's Compensation for each payroll period during the Offering Period. Unless the Committee permits otherwise, payroll deductions shall be in whole percentages only. The Committee may, in its sole discretion, establish different minimum or maximum payroll deduction rates, provided that the maximum rate shall not exceed the limitations imposed by Section 423 of the Code.

All payroll deductions authorized by a Participant shall be credited to a bookkeeping account maintained by the Company (or its designee) on behalf of such Participant. Payroll deductions shall commence as of the first payroll period that begins on or after the applicable Enrollment Date and shall continue through the last payroll period ending on or before the applicable Exercise Date, unless the Participant withdraws from the Plan, modifies the rate of payroll deductions, or ceases to be an Eligible Employee. A Participant may not make additional payments or lump-sum contributions to the Participant's Plan account, and no amounts other than payroll deductions shall be credited to a Participant's account under the Plan, except as the Committee may determine in connection with an approved leave of absence.

Section 5.3 — Changes in Payroll Deductions. A Participant may increase or decrease the rate of payroll deductions during an Offering Period by filing a new payroll deduction authorization form (or electronic request) with the Company in the form and manner prescribed by the Committee. Any such change in the rate of payroll deductions shall become effective as soon as administratively practicable following receipt by the Company of the Participant's new payroll deduction authorization form, which in no event shall be later than the first payroll period beginning after the date such form is received by the Company, subject to administrative processing requirements. The Committee may, in its sole discretion, limit the number of payroll deduction rate changes that a Participant may make during any single Offering Period. A Participant may also reduce the rate of payroll deductions to zero percent (0%) at any time during an Offering Period; provided, however, that a reduction to zero percent shall be treated as a withdrawal from the Plan in accordance with Section 7.1, unless the Committee determines otherwise.

Section 5.4 — Automatic Re-Enrollment. Unless a Participant has withdrawn from the Plan pursuant to Section 7.1, has ceased to be an Eligible Employee, or has otherwise been removed from the Plan, such Participant shall be automatically re-enrolled in each subsequent Offering Period at the same payroll deduction rate in effect at the end of the immediately preceding Offering Period. Automatic re-enrollment shall not require the Participant to submit a new enrollment form. A Participant who has been automatically re-enrolled may change the rate of payroll deductions at any time in accordance with Section 5.3 or may withdraw from the Plan in accordance with Section 7.1.

ARTICLE VI: PURCHASE OF SHARES

Section 6.1 — Grant of Purchase Right. On each Enrollment Date, each Participant who is enrolled in the Plan for the applicable Offering Period shall be granted an option (a "purchase right") to purchase shares of Common Stock on the Exercise Date(s) occurring during such Offering Period at the Exercise Price determined in accordance with Section 6.2, subject to the limitations set forth in Section 6.3 and all other applicable provisions of the Plan. The purchase right shall be deemed to have been granted on the Enrollment Date (which is also the Offering Date), and the purchase right shall terminate upon the earliest to occur of (a) the purchase of shares on the applicable Exercise Date, (b) the Participant's withdrawal from the Plan, (c) the Participant's termination of employment, or (d) the termination of the Plan.

Section 6.2 — Exercise Price. The Exercise Price per share of Common Stock to be purchased on each Exercise Date shall be equal to eighty-five percent (85%) of the lesser of:

(a) the Fair Market Value of a share of Common Stock on the Enrollment Date (i.e., the Offering Date) of the Offering Period in which such Exercise Date occurs; or

(b) the Fair Market Value of a share of Common Stock on such Exercise Date.

The foregoing formula provides each Participant with a fifteen percent (15%) discount from the lower of the Fair Market Value on the Offering Date or the Exercise Date. In no event shall the Exercise Price per share be less than the par value of a share of Common Stock, which is $0.001 per share. The Committee may, in its sole discretion, establish an Exercise Price that is higher than the amount determined under the foregoing formula, but may not establish an Exercise Price that is lower than the amount so determined, subject in all cases to compliance with Section 423 of the Code.

Section 6.3 — Purchase Limitations. Notwithstanding any other provision of the Plan:

(a) Per-Period Share Limit. No Participant shall be permitted to purchase more than five thousand (5,000) shares of Common Stock (or such other number as the Committee may determine from time to time, subject to adjustment pursuant to Section 3.3) during any single Purchase Period. The Committee may increase or decrease the per-period share limit for future Offering Periods, provided that any such change shall be communicated to Participants prior to the commencement of the applicable Offering Period.

(b) Section 423(b)(8) Limitation. No Participant's right to purchase shares of Common Stock under this Plan and all other employee stock purchase plans (as defined in Section 423 of the Code) of the Company and its Subsidiaries shall accrue at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) of Fair Market Value of such stock (determined at the time of grant, i.e., on the applicable Enrollment Date) for each calendar year in which such purchase right is outstanding at any time. In the event that the accumulated payroll deductions of a Participant would result in the purchase of shares in excess of this limitation, the excess Contributions shall be refunded to the Participant in accordance with Section 6.4.

Section 6.4 — Automatic Exercise. On each Exercise Date, each Participant's accumulated Contributions credited to the Participant's Plan account during the applicable Purchase Period shall be applied automatically to purchase the maximum number of whole shares of Common Stock that may be purchased at the applicable Exercise Price, subject to the share and dollar limitations set forth in Section 6.3 and the availability of shares under the Plan. The purchase shall be deemed to occur automatically on the Exercise Date without any further action required on the part of the Participant.

Any balance of Contributions remaining in a Participant's Plan account after the purchase of whole shares on an Exercise Date (other than amounts that cannot be applied due to the Section 423(b)(8) limitation or the per-period share limit) shall be carried forward and credited to the Participant's Plan account for the next Purchase Period. Any amount remaining in a Participant's Plan account that cannot be applied to the purchase of shares due to the $25,000 annual limitation under Section 423(b)(8) of the Code, the per-period share limit, or the exhaustion of the share reserve under Section 3.1, shall be refunded to the Participant as soon as administratively practicable following the Exercise Date, without interest.

Section 6.5 — Oversubscription. In the event that the total number of shares of Common Stock that would be purchased by all Participants on any Exercise Date exceeds the number of shares remaining available for issuance under the Plan pursuant to Section 3.1 (as may be adjusted pursuant to Section 3.3), the available shares shall be allocated among Participants on a pro rata basis, based on the ratio that each Participant's accumulated Contributions for the applicable Purchase Period bears to the aggregate accumulated Contributions of all Participants for such Purchase Period. Following such pro rata allocation, any excess Contributions that cannot be applied to the purchase of shares due to the exhaustion of the share reserve shall be refunded to the affected Participants as soon as administratively practicable, without interest. In the event of any such oversubscription, the Committee may, in its sole discretion, terminate or suspend the Plan, or may continue the Plan with such additional shares as may be approved in accordance with Section 3.4.

Section 6.6 — Fractional Shares. No fractional shares of Common Stock shall be issued under the Plan. Any Contributions that would result in the purchase of a fractional share on an Exercise Date shall, at the election of the Committee, either (a) be retained in the Participant's Plan account and carried forward for application during the next Purchase Period, or (b) be refunded to the Participant as soon as administratively practicable following the Exercise Date, without interest. The Committee shall establish a uniform policy regarding the treatment of fractional shares and shall communicate such policy to Participants.

ARTICLE VII: WITHDRAWAL AND TERMINATION OF EMPLOYMENT

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

(a) all accumulated Contributions credited to the Participant's Plan account during the applicable Offering Period shall be refunded to the Participant as soon as administratively practicable, without interest;

(b) the Participant's purchase right for the current Offering Period shall be automatically cancelled and shall be of no further force or effect; and

(c) payroll deductions on behalf of the Participant shall cease as soon as administratively practicable following receipt of the notice of withdrawal.

A Participant who has withdrawn from the Plan during an Offering Period may not re-enroll in the Plan until the commencement of the next Offering Period (or such later Offering Period as the Committee may prescribe). Re-enrollment shall require the submission of a new enrollment form in accordance with Section 5.1 during the applicable enrollment period.

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

(a) all accumulated Contributions credited to the Participant's Plan account shall be refunded to the Participant (or, in the case of death, to the Participant's designated beneficiary or, if no beneficiary has been designated, to the Participant's estate) as soon as administratively practicable, without interest; and

(b) the Participant's purchase right for the current Offering Period shall be automatically cancelled and shall be of no further force or effect.

A Participant whose employment terminates and who is subsequently rehired by the Company or a Designated Subsidiary may again become an Eligible Employee, subject to satisfaction of all eligibility requirements set forth in Section 2.10, and may enroll in the Plan for a future Offering Period in accordance with Section 5.1.

Section 7.3 — Leave of Absence. If a Participant is on an approved leave of absence (whether paid or unpaid), the Participant may elect to continue participation in the Plan through payroll deductions to the extent that payroll deductions are administratively feasible during such leave. If payroll deductions are not feasible during a leave of absence, the Participant may elect to suspend Contributions for the duration of the leave; provided, however, that no additional Contributions (other than payroll deductions) may be made during the leave.

If a Participant remains on leave of absence for more than ninety (90) consecutive days and the Participant's right to reemployment is not guaranteed by statute (including the Family and Medical Leave Act of 1993, the Uniformed Services Employment and Reemployment Rights Act of 1994, or comparable state law) or by contract, the employment relationship shall be deemed to have terminated for purposes of the Plan on the ninety-first (91st) day of such leave. Upon such deemed termination, the Participant's accumulated Contributions shall be refunded and the Participant's purchase right shall be cancelled in accordance with Section 7.2.

ARTICLE VIII: SHARES; ACCOUNTS

Section 8.1 — Brokerage or Plan Accounts. Shares of Common Stock purchased under the Plan on behalf of Participants shall be held in a brokerage account maintained by a broker-dealer or financial institution designated by the Company for the benefit of each Participant, or shall be delivered in book-entry form through the Company's Transfer Agent, Continental Share Services, Inc., or otherwise as the Committee may determine from time to time. The Company shall bear any reasonable costs associated with the initial establishment and maintenance of such brokerage or plan accounts, subject to Section 12.7. The Company may require that shares purchased under the Plan be held in a Company-designated brokerage account for a specified period, including any period necessary to comply with the disposition holding period requirements of Section 423 of the Code, as further described in Section 8.2.

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

(a) two (2) years after the Offering Date on which the purchase right for such shares was granted; or

(b) one (1) year after the Exercise Date on which such shares were purchased.

Any disposition of shares acquired under the Plan before the expiration of the Required Holding Period shall constitute a "disqualifying disposition" within the meaning of Section 421(b) of the Code and shall result in the Participant recognizing ordinary income in the year of disposition, as further described in Article XI. The Company may require that shares acquired under the Plan be held in a Company-designated brokerage account during the Required Holding Period to facilitate compliance monitoring and tax reporting. The Company shall provide each Participant with written or electronic notification of the Required Holding Period and the tax consequences of a disqualifying disposition, both at the time of enrollment and upon each purchase of shares under the Plan.

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

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

ARTICLE IX: ADMINISTRATION

Section 9.1 — Committee Administration. The Plan shall be administered by the Committee. The Committee shall have full and exclusive discretionary authority to:

(a) construe, interpret, and apply the terms and provisions of the Plan;

(b) determine eligibility to participate in the Plan and resolve any questions regarding the eligibility of any individual;

(c) establish the dates and duration of Offering Periods and Purchase Periods, including the applicable Enrollment Dates and Exercise Dates;

(d) prescribe forms, rules, and procedures relating to enrollment, payroll deduction authorizations, withdrawal, and other matters relating to Plan administration;

(e) establish the per-period share limit and any other limitations on purchases under the Plan;

(f) adopt sub-plans or addenda to the Plan for the purpose of accommodating offerings to Eligible Employees in foreign jurisdictions, as further described in Appendix A;

(g) appoint agents, counsel, accountants, and other service providers to assist in the administration of the Plan;

(h) correct any defect, supply any omission, or reconcile any inconsistency in the Plan;

(i) make all determinations necessary or advisable for the proper administration and operation of the Plan; and

(j) take such other actions and make such other determinations as the Committee deems necessary or appropriate to carry out the purposes of the Plan and to comply with Applicable Law.

Section 9.2 — Delegation. The Committee may delegate ministerial and administrative functions relating to the Plan to one or more officers or employees of the Company, including without limitation the authority to process enrollment forms, maintain Participant records, coordinate payroll deductions, and communicate with Participants regarding Plan matters. Notwithstanding the foregoing, the Committee may not delegate its authority to construe or interpret the Plan, or to make determinations regarding the rights and obligations of Participants under the Plan, to the extent that such delegation would be inconsistent with the requirements of Rule 16b-3 under the Exchange Act or Section 423 of the Code. Any delegation by the Committee shall be in writing and shall specify the scope and limitations of the delegated authority.

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

Section 9.4 — Indemnification. Each member of the Committee, and each officer or employee of the Company to whom the Committee has delegated authority under Section 9.2, shall be indemnified and held harmless by the Company to the fullest extent permitted under the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, any indemnification agreement between such individual and the Company, and Applicable Law, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to any actions taken, decisions made, or omissions in connection with the administration or operation of the Plan, provided that such individual acted in good faith and in a manner that such individual reasonably believed to be in or not opposed to the best interests of the Company.

ARTICLE X: ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS

Section 10.1 — Adjustments. In the event of any change in the capital structure of the Company described in Section 3.3 of the Plan, including any stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, spin-off, reclassification, recapitalization, or other similar change, the Committee shall make such adjustments as are described in Section 3.3 to the number and kind of shares reserved under the Plan, the Exercise Price, the number and kind of shares subject to outstanding purchase rights, and any per-Participant share limitations, in each case in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. All such adjustments shall be made by the Committee in its sole discretion, and the Committee's determination shall be final, binding, and conclusive. Any adjustments made pursuant to this Section 10.1 shall be made in a manner consistent with Section 423 of the Code and, to the extent applicable, Section 409A of the Code.

Section 10.2 — Corporate Transactions. In the event of a merger, consolidation, acquisition of all or substantially all of the assets or property of the Company, acquisition of all or substantially all of the outstanding stock of the Company, reorganization, liquidation, dissolution, or similar corporate transaction (each, a "Corporate Transaction") in which the Company is not the surviving entity or in which the Company survives only as a subsidiary of another entity, the Committee may, in its sole discretion, take one or more of the following actions with respect to outstanding purchase rights under the Plan:

(a) Shortening of Offering Period. The Committee may provide that the current Offering Period shall be shortened and that a new Exercise Date shall be established prior to the effective date of the Corporate Transaction. In such event, the Committee shall provide each Participant with written notice of the accelerated Exercise Date at least ten (10) Trading Days prior to such accelerated Exercise Date, and the Participant's accumulated Contributions shall be applied to purchase shares at the Exercise Price on the accelerated Exercise Date in accordance with Article VI.

(b) Assumption or Substitution. The Committee may provide that outstanding purchase rights shall be assumed or that equivalent purchase rights shall be substituted by the successor corporation (or a parent or subsidiary thereof) in the Corporate Transaction, with appropriate adjustments as to the number and kind of shares subject to such purchase rights and the Exercise Price thereof.

(c) Refund of Contributions. The Committee may provide that the Plan shall terminate, and that all accumulated Contributions shall be refunded to Participants as soon as administratively practicable, without interest.

The Committee shall have complete discretion to determine which of the foregoing actions to take with respect to outstanding purchase rights in connection with a Corporate Transaction, and the Committee's determination shall be final, binding, and conclusive.

Section 10.3 — Change in Control. For purposes of this Plan, a "Change in Control" shall have the meaning ascribed to such term in the Arbor Health Technologies Inc. 2024 Equity Incentive Plan, as in effect on the date of the applicable event, or, if no such definition exists or if the 2024 Equity Incentive Plan has been terminated, shall mean any of the following events:

(a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power of the Company's then outstanding voting securities;

(b) the consummation of a merger, consolidation, or similar transaction involving the Company and any other entity, unless, following such transaction, the holders of the Company's voting securities immediately prior to such transaction continue to hold at least fifty percent (50%) of the combined voting power of the voting securities of the surviving or resulting entity;

(c) the consummation of a sale, transfer, or other disposition of all or substantially all of the assets of the Company; or

(d) a change in the composition of the Board such that the individuals who constituted the Board as of the IPO Effective Date (together with any directors whose election or nomination for election was approved by a majority of such individuals and their approved successors) cease to constitute a majority of the Board.

In the event of a Change in Control, the Committee may, in its sole discretion, take any of the actions described in Section 10.2(a), (b), or (c) with respect to outstanding purchase rights under the Plan, including acceleration of the Exercise Date, assumption or substitution of purchase rights, or refund of accumulated Contributions. The Committee shall provide Participants with reasonable notice of any action to be taken in connection with a Change in Control.

ARTICLE XI: TAX MATTERS

Section 11.1 — Section 423 Qualification. The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code. The provisions of the Plan shall be construed, administered, and enforced in a manner consistent with and to carry out this intent. In the event that any provision of the Plan is determined to be inconsistent with the requirements of Section 423 of the Code, or would cause the Plan (or any offering thereunder) to fail to qualify under Section 423, such provision shall be deemed severed from the Plan to the extent necessary to preserve the Plan's qualification under Section 423, and the remaining provisions of the Plan shall continue in full force and effect. The Committee shall have the authority to reform or modify any provision of the Plan to the extent necessary to ensure compliance with Section 423 of the Code, and any such reformation or modification shall be given retroactive effect to the extent permitted by law.

Section 11.2 — Tax Withholding. The Company (or a Designated Subsidiary, as applicable) shall have the right and authority to deduct or withhold from shares of Common Stock purchased under the Plan, from a Participant's Compensation, or from any other amounts payable to a Participant, an amount sufficient to satisfy any federal, state, local, or foreign tax withholding obligations arising from participation in the Plan, including without limitation taxes arising upon the exercise of a purchase right, the disposition of shares acquired under the Plan (including a disqualifying disposition as described in Section 11.3), or any other taxable event. The Company shall have the right to require a Participant to remit to the Company an amount sufficient to satisfy applicable withholding tax obligations prior to the delivery of any shares of Common Stock, and the Company may delay the delivery of shares until such withholding obligations have been satisfied.

Section 11.3 — Notification of Disposition. Each Participant shall give prompt written notice to the Company of any disposition of shares of Common Stock acquired under the Plan that occurs within the Required Holding Period described in Section 8.2 (i.e., a "disqualifying disposition" within the meaning of Section 421(b) of the Code). Such notice shall be provided to the Company at the address specified in Section 12.4 within ten (10) days following the date of such disposition, and shall include such information as the Company may reasonably request, including the date of disposition, the number of shares disposed of, the sale price per share, and the date on which such shares were acquired under the Plan. The Company shall use such information for purposes of satisfying its tax reporting and withholding obligations, including the reporting of income on IRS Form W-2 and any applicable state or local income tax reporting forms.

Section 11.4 — No Tax Advice. The Company, the Board, the Committee, and their respective members, officers, employees, and agents make no representation or warranty regarding the tax consequences of participation in the Plan, the grant or exercise of purchase rights, or the acquisition, holding, or disposition of shares of Common Stock acquired under the Plan. Each Participant is encouraged to consult with such Participant's own tax advisor regarding the federal, state, local, and foreign tax consequences of participation in the Plan, including the consequences of a qualifying or disqualifying disposition of shares and the tax treatment of ESPP discount income.

Participants should be aware that the Company currently has tax nexus in ten (10) states—Massachusetts, New York, California, Texas, Illinois, Florida, Pennsylvania, Ohio, New Jersey, and Georgia—and that the tax treatment of ESPP income may vary significantly among these and other jurisdictions. State and local tax laws may impose additional income taxes or withholding obligations with respect to ESPP income, and such tax consequences are the sole responsibility of the Participant.

ARTICLE XII: GENERAL PROVISIONS

Section 12.1 — Transferability. Neither Contributions credited to a Participant's Plan account nor any purchase right granted under the Plan may be assigned, transferred, pledged, hypothecated, or otherwise alienated or encumbered, whether voluntarily or involuntarily, by operation of law or otherwise. Any attempted assignment, transfer, pledge, hypothecation, alienation, or encumbrance of Contributions or purchase rights shall be void and of no force or effect. Purchase rights granted under the Plan are exercisable only by the Participant during the Participant's lifetime. In the event of a Participant's death, the Participant's designated beneficiary (or, if no beneficiary has been designated, the Participant's estate) shall be entitled to receive a refund of accumulated Contributions credited to the Participant's Plan account, but shall not be entitled to exercise any purchase right on behalf of the deceased Participant.

Section 12.2 — No Employment Rights. Nothing contained in the Plan shall be construed as conferring upon any Participant or any other person any right to continue in the employ of the Company or any Subsidiary, or as limiting or restricting in any way the right of the Company or any Subsidiary to terminate any Participant's employment at any time, with or without cause, and with or without notice, subject to Applicable Law. Participation in the Plan shall not constitute an element of compensation or an employment right for any purpose, including without limitation the calculation of severance pay, termination pay, or damages for wrongful termination. As of December 31, 2023, the Company and its Subsidiaries employ approximately 3,400 employees, and the establishment of the Plan shall not be deemed to create any obligation on the part of the Company to employ or continue to employ any individual.

Section 12.3 — Equal Rights and Privileges. All Eligible Employees of the Company and its Designated Subsidiaries shall have equal rights and privileges under the Plan, consistent with the requirements of Section 423(b)(5) of the Code, so that the Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423(b)(5) shall, without further act or amendment, be reformed to comply with the equal rights and privileges requirement of Section 423(b)(5).

Section 12.4 — Notices. Any notice required or permitted under the Plan shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; or (c) transmitted by electronic mail or other electronic means approved by the Committee. Notices to a Participant shall be addressed to the Participant at the most recent address on file with the Company's human resources department. Notices to the Company shall be addressed to:

Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142

Attention: General Counsel (Rachel Moynihan)

Either the Company or a Participant may change its or his or her address for notice purposes by providing written notice of such change in the manner set forth above.

Section 12.5 — Compliance with Securities Laws. The issuance and delivery of shares of Common Stock under the Plan shall be subject to compliance with all Applicable Laws, including without limitation the Securities Act, the Exchange Act, any applicable state securities or "blue sky" laws, and the rules and listing standards of the New York Stock Exchange. The Company shall not be obligated to issue or deliver any shares of Common Stock pursuant to the Plan unless and until the Committee has determined that such issuance or delivery complies with all Applicable Laws and that any necessary consents, approvals, or registrations have been obtained. The Committee may impose such conditions on the issuance and delivery of shares as it deems necessary or advisable to ensure compliance with Applicable Law, including the requirement that the Participant enter into representations and undertakings as to the Participant's investment intent.

The Company has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission under File Number 333-276841 (SEC CIK Number 0001987432) in connection with the Company's initial public offering. The Company intends to file a registration statement on Form S-8 with the Securities and Exchange Commission covering the shares of Common Stock issuable under the Plan, and the Plan shall not be operative with respect to any Offering Period until such registration statement has become effective, unless the Committee determines that an exemption from registration is available.

Section 12.6 — Reports and Statements. As soon as practicable after the end of each Purchase Period, the Company shall provide (or cause its designated brokerage firm, Transfer Agent, or other service provider to provide) each Participant with a written or electronic statement reflecting:

(a) the number of shares of Common Stock purchased by the Participant on the applicable Exercise Date;

(b) the Exercise Price per share at which such shares were purchased;

(d) any Contributions remaining in the Participant

ARBOR HEALTH TECHNOLOGIES INC.
2024 EMPLOYEE STOCK PURCHASE PLAN
Adopted by the Board of Directors: January 15, 2024 Approved by Stockholders: January 22, 2024 Effective Date: February 8, 2024 (IPO Effective Date)
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ARTICLE I: PURPOSE
The purpose of the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan (the "Plan") is to provide eligible employees of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and its Designated Subsidiaries with the opportunity to purchase shares of Common Stock of the Company at a discounted price through accumulated payroll deductions. By providing employees with a convenient means to acquire an equity interest in the Company, the Plan is intended to encourage employee retention, reward continued service, align the interests of employees with those of the Company's stockholders, and enhance the Company's ability to attract and retain talented individuals in a competitive labor market.
The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall be construed, administered, and enforced in a manner consistent with the requirements of Section 423 of the Code and the Treasury Regulations promulgated thereunder, so as to extend and make available to Eligible Employees of the Company and its Designated Subsidiaries the benefits described therein.
In addition, the Plan is intended to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all transactions under the Plan involving persons subject to Section 16 of the Exchange Act are intended to satisfy the conditions for exemption under Rule 16b-3. The Plan shall be construed and administered accordingly.
The Plan was adopted by the Board of Directors of the Company on January 15, 2024, and was approved by the stockholders of the Company by written consent. The Plan shall become effective upon the consummation of the Company's initial public offering of Common Stock on the New York Stock Exchange (the "IPO Effective Date"), as further described in Article XIV hereof.
ARTICLE II: DEFINITIONS
Wherever used in the Plan, the following terms shall have the meanings set forth below. Terms not otherwise defined herein shall have the meanings ascribed to them under the Code, the Exchange Act, or applicable rules of the New York Stock Exchange, as the context requires.
Section 2.1 — "Applicable Law." "Applicable Law" means any applicable law, statute, enactment, rule, regulation, order, ordinance, requirement, or pronouncement, whether federal, state, local, or foreign, including without limitation the Code and the Treasury Regulations promulgated thereunder, the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, Rule 16b-3 promulgated under the Exchange Act, and any applicable rules, regulations, listing standards, or requirements of the New York Stock Exchange (including the NYSE Listed Company Manual), as any of the foregoing may be amended, supplemented, or replaced from time to time.
Section 2.2 — "Board." "Board" means the Board of Directors of Arbor Health Technologies Inc.
Section 2.3 — "Code." "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations, revenue rulings, notices, procedures, and other published guidance issued by the Internal Revenue Service or the Department of the Treasury promulgated thereunder. Any reference to a specific section of the Code shall include such section, any valid regulation or other guidance promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section.
Section 2.4 — "Committee." "Committee" means the Compensation Committee of the Board, or such other committee of the Board as the Board may from time to time designate to administer the Plan. As of the date of adoption of the Plan, the Committee is chaired by Dr. Samuel Obadina, with Diana Coltrane and Carolyn Whittemore serving as members. Each member of the Committee shall qualify as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act and shall satisfy the independence requirements of the New York Stock Exchange. If at any time the Board has not appointed a Committee, the Board shall serve as the Committee for all purposes under the Plan.
Section 2.5 — "Common Stock." "Common Stock" means the common stock of the Company, par value $0.001 per share, listed on the New York Stock Exchange under the ticker symbol "ARHT," assigned CUSIP Number 039217105, and includes any securities into which such common stock may be converted, reclassified, or exchanged following a Corporate Transaction or adjustment event described in Article X.
Section 2.6 — "Company." "Company" means Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal executive office located at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142, Federal Employer Identification Number 47-3891205, and any successor entity thereto.
Section 2.7 — "Compensation." "Compensation" means, with respect to any Participant for any payroll period, the total gross cash compensation paid or payable by the Company or a Designated Subsidiary to such Participant as base salary or wages for services rendered during such payroll period, including:
(a) regular straight-time pay;
(b) overtime pay;
(c) shift differentials;
(d) commissions actually paid during the applicable payroll period; and
(e) cash bonuses actually paid during the applicable payroll period, including but not limited to annual incentive bonuses and quarterly performance bonuses.
Notwithstanding the foregoing, "Compensation" shall exclude:
(i) relocation allowances and relocation-related payments;
(ii) expense reimbursements, including travel, entertainment, and business expense reimbursements;
(iii) income realized from the exercise of stock options, the vesting of restricted stock or restricted stock units, or any other equity-based compensation awards;
(iv) income realized upon the sale or other disposition of shares of Common Stock;
(v) any contributions made by the Company on behalf of the Participant under any qualified or nonqualified retirement plan, deferred compensation plan, or employee benefit plan;
(vi) fringe benefits, including imputed income for group-term life insurance or other non-cash benefits;
(vii) one-time signing bonuses, retention bonuses, referral bonuses, or other non-recurring incentive payments;
(viii) severance pay, separation pay, or pay in lieu of notice; and
(ix) any other non-recurring items of compensation as determined by the Committee in its sole discretion.
The Committee shall have the authority, in its sole discretion, to determine the application of the foregoing inclusions and exclusions to particular categories of compensation and to adopt such rules, procedures, and guidelines as it deems necessary for the uniform and consistent determination of Compensation.
Section 2.8 — "Contributions." "Contributions" means the amounts withheld from a Participant's Compensation pursuant to the Participant's payroll deduction authorization filed in accordance with Section 5.2 of the Plan for the purpose of purchasing shares of Common Stock under the Plan.
Section 2.9 — "Designated Subsidiary." "Designated Subsidiary" means any Subsidiary of the Company that has been designated by the Committee from time to time as eligible to participate in the Plan. Only employees of a Designated Subsidiary (and not employees of any non-designated Subsidiary) shall be eligible to participate in the Plan. The Committee may designate or revoke the designation of any Subsidiary at any time and from time to time, provided that any such designation shall comply with the requirements of Section 423(b) of the Code, including the requirement that all corporations issuing stock or whose stock is used for purposes of the Plan be members of the same corporate group as described in Section 424(f) of the Code.
Section 2.10 — "Eligible Employee." "Eligible Employee" means any employee of the Company or a Designated Subsidiary who is customarily employed for more than twenty (20) hours per week and for more than five (5) months in any calendar year. Notwithstanding the foregoing, the following individuals shall not be considered Eligible Employees and shall not be eligible to participate in the Plan:
(a) Any employee who, immediately after the grant of a purchase right under the Plan, would own (directly or through attribution under Section 424(d) of the Code) stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary;
(b) Any employee whose rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company and its Subsidiaries would accrue at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) of Fair Market Value of such stock (determined at the time the purchase right is granted) for each calendar year in which such purchase right is outstanding at any time, as determined in accordance with Section 423(b)(8) of the Code;
(c) Any employee who has been employed by the Company or a Designated Subsidiary for less than such minimum service period, if any, as the Committee may establish from time to time, provided that such minimum service period shall not exceed two (2) years of continuous employment; and
(d) Any employee who is a citizen or resident of a foreign jurisdiction if (i) the grant of a purchase right under the Plan to such employee is prohibited under the laws of such foreign jurisdiction, or (ii) compliance with the laws of such foreign jurisdiction would cause the Plan or any offering thereunder to violate the requirements of Section 423 of the Code.
For purposes of this Section 2.10, the term "employee" shall not include any individual classified by the Company or a Designated Subsidiary as an independent contractor, consultant, temporary worker, or leased employee, regardless of whether such individual is subsequently reclassified as a common-law employee by any governmental agency, court, or other adjudicatory body.
Section 2.11 — "Enrollment Date." "Enrollment Date" means the first Trading Day of each Offering Period, or such other date as the Committee may determine in its sole discretion. The Enrollment Date is also referred to herein as the "Offering Date" for purposes of determining the Fair Market Value of shares of Common Stock at the commencement of an Offering Period.
Section 2.12 — "Exercise Date." "Exercise Date" means the last Trading Day of each Purchase Period, or such other date as the Committee may determine. Unless otherwise determined by the Committee, the Exercise Date for each Offering Period shall be the last Trading Day of each semi-annual Purchase Period within such Offering Period. On each Exercise Date, each Participant's accumulated Contributions shall be applied to the purchase of shares of Common Stock in accordance with Article VI.
Section 2.13 — "Exercise Price." "Exercise Price" (also referred to as the "Purchase Price") means, with respect to any Exercise Date, an amount per share of Common Stock equal to eighty-five percent (85%) of the lesser of:
(a) the Fair Market Value of a share of Common Stock on the Enrollment Date (i.e., the Offering Date) of the Offering Period in which such Exercise Date occurs; or
(b) the Fair Market Value of a share of Common Stock on such Exercise Date.
The Exercise Price provides a fifteen percent (15%) discount from the lower of the Fair Market Value on the Offering Date or the Exercise Date. The Committee may, in its sole discretion, set an Exercise Price that is higher than the amount determined under this Section 2.13, but in no event shall the Exercise Price be lower than the amount determined under this Section 2.13, nor shall the Exercise Price be less than the par value of a share of Common Stock ($0.001 per share), in each case subject to compliance with Section 423 of the Code.
Section 2.14 — "Fair Market Value." "Fair Market Value" means, as of any given date, the value of a share of Common Stock determined as follows:
(a) If the Common Stock is listed on the New York Stock Exchange (or any other national securities exchange), the Fair Market Value shall be the closing sales price of the Common Stock as reported on such exchange on the date of determination (or, if no sales of Common Stock were reported on such date, the closing sales price on the last preceding date on which sales of Common Stock were reported on such exchange).
(b) If the Common Stock is not listed on any national securities exchange but is traded in the over-the-counter market, the Fair Market Value shall be the mean of the closing bid and asked prices of the Common Stock on the date of determination, as reported by such market or quotation system.
(c) If the Common Stock is not listed on any national securities exchange and is not traded in the over-the-counter market, the Fair Market Value shall be determined by the Committee in good faith, in a manner consistent with the requirements of Section 423 of the Code and, to the extent applicable, Section 409A of the Code and the Treasury Regulations promulgated thereunder.
Section 2.15 — "IPO Effective Date." "IPO Effective Date" means the date on which the Company's Registration Statement on Form S-1, filed with the Securities and Exchange Commission under File Number 333-276841, is declared effective by the Securities and Exchange Commission and shares of Common Stock are first sold to the public pursuant to the Company's initial public offering. The IPO Effective Date is February 8, 2024.
Section 2.16 — "Offering Date." "Offering Date" means the first Trading Day of each Offering Period, which coincides with the Enrollment Date as defined in Section 2.11.
Section 2.17 — "Offering Period." "Offering Period" means a period during which Contributions may be made toward the purchase of shares of Common Stock under the Plan. Each Offering Period shall be approximately six (6) months in duration (semi-annual), unless otherwise determined by the Committee in its sole discretion in accordance with Section 4.2. The first Offering Period shall commence on such date following the IPO Effective Date as the Committee shall determine and shall end on the Exercise Date established by the Committee for such initial Offering Period. Subsequent Offering Periods shall commence on the day immediately following the last day of the preceding Offering Period, unless otherwise determined by the Committee.
Section 2.18 — "Participant." "Participant" means an Eligible Employee who has enrolled in the Plan in accordance with Article V by completing and submitting the required enrollment form (or electronic enrollment) and who has not withdrawn from the Plan or had participation terminated pursuant to Article VII.
Section 2.19 — "Plan." "Plan" means the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan, as set forth herein and as may be amended, restated, or otherwise modified from time to time.
Section 2.20 — "Purchase Period." "Purchase Period" means each approximately six (6) month period within an Offering Period during which shares of Common Stock may be purchased on the applicable Exercise Date. If the Offering Period is six (6) months in duration, the Purchase Period and the Offering Period shall be coterminous—that is, each Offering Period shall consist of a single Purchase Period. If the Committee establishes Offering Periods of longer duration with multiple Purchase Periods, the length and timing of each Purchase Period within such Offering Period shall be as determined by the Committee.
Section 2.21 — "Subsidiary." "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the purchase right under the Plan, each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, within the meaning of Section 424(f) of the Code.
Section 2.22 — "Trading Day." "Trading Day" means a day on which the New York Stock Exchange is open for regular trading. For the avoidance of doubt, any day on which the New York Stock Exchange closes early due to an emergency or other unscheduled closure shall not be considered a Trading Day unless determined otherwise by the Committee.
Section 2.23 — "Transfer Agent." "Transfer Agent" means Continental Share Services, Inc., or such other transfer agent, registrar, or service provider as the Company may designate from time to time to maintain the stock records and share accounts of the Company.
ARTICLE III: SHARES SUBJECT TO THE PLAN
Section 3.1 — Share Reserve. Subject to adjustment as provided in Section 3.3 and Article X, the maximum aggregate number of shares of Common Stock reserved and available for issuance under the Plan shall be two million sixty thousand (2,060,000) shares of Common Stock, which represents approximately two percent (2%) of the total outstanding shares of Common Stock following the consummation of the Company's initial public offering (based on approximately 103,000,000 shares of Common Stock outstanding upon the closing of the IPO). Shares of Common Stock issued under the Plan may be authorized but previously unissued shares, treasury shares reacquired by the Company, or shares purchased by the Company on the open market, as the Committee shall determine from time to time.
Section 3.2 — Share Recycling. If any purchase right granted under the Plan terminates, expires, or is cancelled for any reason without having been exercised in full (including, without limitation, as a result of a Participant's withdrawal from the Plan pursuant to Section 7.1, a Participant's termination of employment pursuant to Section 7.2, or the application of the purchase limitations set forth in Section 6.3), the shares of Common Stock subject to the unexercised portion of such purchase right shall not be counted against the share reserve described in Section 3.1 and shall again become available for issuance under the Plan. For the avoidance of doubt, shares that have been purchased by Participants on an Exercise Date and delivered (whether in book-entry form or otherwise) shall be counted against the share reserve and shall not again become available for issuance under the Plan.
Section 3.3 — Adjustments for Capital Changes. In the event of any stock split, reverse stock split, stock dividend, combination of shares, reclassification, recapitalization, reorganization, or other similar change in the capital structure of the Company affecting the Common Stock (whether or not involving the receipt of consideration by the Company), the Committee shall make appropriate and proportionate adjustments to each of the following, as applicable, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan:
(a) the aggregate number and kind of shares of Common Stock reserved and available for issuance under the Plan pursuant to Section 3.1;
(b) the Exercise Price applicable to outstanding purchase rights;
(c) the number and kind of shares of Common Stock subject to outstanding purchase rights; and
(d) any per-Participant share limitation applicable under Section 6.3 or otherwise under the Plan.
All such adjustments shall be made by the Committee in its sole discretion, and the Committee's determination shall be final, binding, and conclusive. Any adjustment shall be made in a manner consistent with Section 423 of the Code, and shall be made without the consent of any Participant except as otherwise required by Applicable Law.
Section 3.4 — No Evergreen Provision. Notwithstanding anything to the contrary in any other plan document of the Company (including, without limitation, the Arbor Health Technologies Inc. 2024 Equity Incentive Plan), the Plan does not contain an automatic annual share increase (commonly referred to as an "evergreen" provision). The share reserve set forth in Section 3.1 shall not be automatically increased on an annual basis or otherwise. Any increase in the number of shares of Common Stock reserved and available for issuance under the Plan beyond the amount set forth in Section 3.1 (as may be adjusted pursuant to Section 3.3) shall require approval of the Board and, if required by Applicable Law, the rules and listing standards of the New York Stock Exchange, or any other applicable requirement, approval of the stockholders of the Company.
ARTICLE IV: OFFERING PERIODS
Section 4.1 — Establishment of Offering Periods. The Plan shall operate through a series of consecutive, semi-annual Offering Periods, each of approximately six (6) months in duration, unless otherwise determined by the Committee pursuant to Section 4.2. The Committee shall establish the specific commencement and ending dates for each Offering Period, including the applicable Enrollment Date(s) and Exercise Date(s). The first Offering Period shall commence on or after the IPO Effective Date on such date as the Committee shall determine, and subsequent Offering Periods shall commence on the first Trading Day following the conclusion of the immediately preceding Offering Period, unless the Committee determines otherwise. The Committee shall announce the dates of each Offering Period to Eligible Employees sufficiently in advance to permit enrollment as contemplated by Article V.
Section 4.2 — Modification of Offering Periods. The Committee shall have the authority, in its sole discretion, to change the duration of Offering Periods or Purchase Periods (including making such periods shorter or longer) with respect to future offerings under the Plan, without the approval of the stockholders of the Company, provided that:
(a) no Offering Period shall exceed twenty-seven (27) months in duration, as required by Section 423(b)(7) of the Code;
(b) any change in the duration of Offering Periods or Purchase Periods shall comply with Section 423 of the Code and the Treasury Regulations promulgated thereunder; and
(c) the Committee shall provide reasonable notice to Eligible Employees of any such change prior to the commencement of the Offering Period to which such change applies.
Section 4.3 — Overlap of Offering Periods. In the event that the Committee establishes overlapping Offering Periods with multiple Purchase Periods within each Offering Period, the Committee may adopt such rules regarding the reset and rollover of purchase rights as it deems necessary or appropriate. By way of example, if the Fair Market Value of the Common Stock on the first day of a new Purchase Period within an ongoing Offering Period is lower than the Fair Market Value on the Enrollment Date of such ongoing Offering Period, the Committee may provide that Participants shall be automatically withdrawn from the ongoing Offering Period and re-enrolled in a new Offering Period commencing on the first day of such Purchase Period, thereby resetting the Offering Date price to the lower Fair Market Value. The terms and conditions of any such reset and rollover provisions shall be established by the Committee from time to time and communicated to Participants in advance.
ARTICLE V: PARTICIPATION AND ENROLLMENT
Section 5.1 — Eligibility and Enrollment. An Eligible Employee may enroll in the Plan for an Offering Period by completing and submitting an enrollment form (which may be in electronic form) prescribed by the Committee, during the enrollment period established by the Committee prior to the applicable Enrollment Date. The enrollment form shall specify the Participant's desired rate of payroll deductions and shall include such other information as the Committee may require. Enrollment in the Plan shall constitute the Participant's agreement to be bound by the terms and conditions of the Plan. Enrollment shall be effective as of the first day of the next Offering Period following the completion of all enrollment requirements. The Committee shall establish and communicate the enrollment period for each Offering Period, which enrollment period shall end no later than the Trading Day immediately preceding the applicable Enrollment Date, unless the Committee determines otherwise.
Section 5.2 — Payroll Deduction Authorization. At the time of enrollment, each Participant shall authorize payroll deductions from the Participant's Compensation for the purpose of purchasing shares of Common Stock under the Plan. The Participant's payroll deduction authorization shall specify a rate of payroll deduction expressed as a whole percentage of the Participant's Compensation, which rate shall be not less than one percent (1%) and not more than fifteen percent (15%) of the Participant's Compensation for each payroll period during the Offering Period. Unless the Committee permits otherwise, payroll deductions shall be in whole percentages only. The Committee may, in its sole discretion, establish different minimum or maximum payroll deduction rates, provided that the maximum rate shall not exceed the limitations imposed by Section 423 of the Code.
All payroll deductions authorized by a Participant shall be credited to a bookkeeping account maintained by the Company (or its designee) on behalf of such Participant. Payroll deductions shall commence as of the first payroll period that begins on or after the applicable Enrollment Date and shall continue through the last payroll period ending on or before the applicable Exercise Date, unless the Participant withdraws from the Plan, modifies the rate of payroll deductions, or ceases to be an Eligible Employee. A Participant may not make additional payments or lump-sum contributions to the Participant's Plan account, and no amounts other than payroll deductions shall be credited to a Participant's account under the Plan, except as the Committee may determine in connection with an approved leave of absence.
Section 5.3 — Changes in Payroll Deductions. A Participant may increase or decrease the rate of payroll deductions during an Offering Period by filing a new payroll deduction authorization form (or electronic request) with the Company in the form and manner prescribed by the Committee. Any such change in the rate of payroll deductions shall become effective as soon as administratively practicable following receipt by the Company of the Participant's new payroll deduction authorization form, which in no event shall be later than the first payroll period beginning after the date such form is received by the Company, subject to administrative processing requirements. The Committee may, in its sole discretion, limit the number of payroll deduction rate changes that a Participant may make during any single Offering Period. A Participant may also reduce the rate of payroll deductions to zero percent (0%) at any time during an Offering Period; provided, however, that a reduction to zero percent shall be treated as a withdrawal from the Plan in accordance with Section 7.1, unless the Committee determines otherwise.
Section 5.4 — Automatic Re-Enrollment. Unless a Participant has withdrawn from the Plan pursuant to Section 7.1, has ceased to be an Eligible Employee, or has otherwise been removed from the Plan, such Participant shall be automatically re-enrolled in each subsequent Offering Period at the same payroll deduction rate in effect at the end of the immediately preceding Offering Period. Automatic re-enrollment shall not require the Participant to submit a new enrollment form. A Participant who has been automatically re-enrolled may change the rate of payroll deductions at any time in accordance with Section 5.3 or may withdraw from the Plan in accordance with Section 7.1.
ARTICLE VI: PURCHASE OF SHARES
Section 6.1 — Grant of Purchase Right. On each Enrollment Date, each Participant who is enrolled in the Plan for the applicable Offering Period shall be granted an option (a "purchase right") to purchase shares of Common Stock on the Exercise Date(s) occurring during such Offering Period at the Exercise Price determined in accordance with Section 6.2, subject to the limitations set forth in Section 6.3 and all other applicable provisions of the Plan. The purchase right shall be deemed to have been granted on the Enrollment Date (which is also the Offering Date), and the purchase right shall terminate upon the earliest to occur of (a) the purchase of shares on the applicable Exercise Date, (b) the Participant's withdrawal from the Plan, (c) the Participant's termination of employment, or (d) the termination of the Plan.
Section 6.2 — Exercise Price. The Exercise Price per share of Common Stock to be purchased on each Exercise Date shall be equal to eighty-five percent (85%) of the lesser of:
(a) the Fair Market Value of a share of Common Stock on the Enrollment Date (i.e., the Offering Date) of the Offering Period in which such Exercise Date occurs; or
(b) the Fair Market Value of a share of Common Stock on such Exercise Date.
The foregoing formula provides each Participant with a fifteen percent (15%) discount from the lower of the Fair Market Value on the Offering Date or the Exercise Date. In no event shall the Exercise Price per share be less than the par value of a share of Common Stock, which is $0.001 per share. The Committee may, in its sole discretion, establish an Exercise Price that is higher than the amount determined under the foregoing formula, but may not establish an Exercise Price that is lower than the amount so determined, subject in all cases to compliance with Section 423 of the Code.
Section 6.3 — Purchase Limitations. Notwithstanding any other provision of the Plan:
(a) Per-Period Share Limit. No Participant shall be permitted to purchase more than five thousand (5,000) shares of Common Stock (or such other number as the Committee may determine from time to time, subject to adjustment pursuant to Section 3.3) during any single Purchase Period. The Committee may increase or decrease the per-period share limit for future Offering Periods, provided that any such change shall be communicated to Participants prior to the commencement of the applicable Offering Period.
(b) Section 423(b)(8) Limitation. No Participant's right to purchase shares of Common Stock under this Plan and all other employee stock purchase plans (as defined in Section 423 of the Code) of the Company and its Subsidiaries shall accrue at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) of Fair Market Value of such stock (determined at the time of grant, i.e., on the applicable Enrollment Date) for each calendar year in which such purchase right is outstanding at any time. In the event that the accumulated payroll deductions of a Participant would result in the purchase of shares in excess of this limitation, the excess Contributions shall be refunded to the Participant in accordance with Section 6.4.
Section 6.4 — Automatic Exercise. On each Exercise Date, each Participant's accumulated Contributions credited to the Participant's Plan account during the applicable Purchase Period shall be applied automatically to purchase the maximum number of whole shares of Common Stock that may be purchased at the applicable Exercise Price, subject to the share and dollar limitations set forth in Section 6.3 and the availability of shares under the Plan. The purchase shall be deemed to occur automatically on the Exercise Date without any further action required on the part of the Participant.
Any balance of Contributions remaining in a Participant's Plan account after the purchase of whole shares on an Exercise Date (other than amounts that cannot be applied due to the Section 423(b)(8) limitation or the per-period share limit) shall be carried forward and credited to the Participant's Plan account for the next Purchase Period. Any amount remaining in a Participant's Plan account that cannot be applied to the purchase of shares due to the $25,000 annual limitation under Section 423(b)(8) of the Code, the per-period share limit, or the exhaustion of the share reserve under Section 3.1, shall be refunded to the Participant as soon as administratively practicable following the Exercise Date, without interest.
Section 6.5 — Oversubscription. In the event that the total number of shares of Common Stock that would be purchased by all Participants on any Exercise Date exceeds the number of shares remaining available for issuance under the Plan pursuant to Section 3.1 (as may be adjusted pursuant to Section 3.3), the available shares shall be allocated among Participants on a pro rata basis, based on the ratio that each Participant's accumulated Contributions for the applicable Purchase Period bears to the aggregate accumulated Contributions of all Participants for such Purchase Period. Following such pro rata allocation, any excess Contributions that cannot be applied to the purchase of shares due to the exhaustion of the share reserve shall be refunded to the affected Participants as soon as administratively practicable, without interest. In the event of any such oversubscription, the Committee may, in its sole discretion, terminate or suspend the Plan, or may continue the Plan with such additional shares as may be approved in accordance with Section 3.4.
Section 6.6 — Fractional Shares. No fractional shares of Common Stock shall be issued under the Plan. Any Contributions that would result in the purchase of a fractional share on an Exercise Date shall, at the election of the Committee, either (a) be retained in the Participant's Plan account and carried forward for application during the next Purchase Period, or (b) be refunded to the Participant as soon as administratively practicable following the Exercise Date, without interest. The Committee shall establish a uniform policy regarding the treatment of fractional shares and shall communicate such policy to Participants.
ARTICLE VII: WITHDRAWAL AND TERMINATION OF EMPLOYMENT
Section 7.1 — Voluntary Withdrawal. A Participant may voluntarily withdraw from the Plan at any time prior to the Exercise Date of the current Offering Period by submitting a written or electronic notice of withdrawal to the Company (or its designee) in the form and manner prescribed by the Committee. Upon receipt of a valid notice of withdrawal:
(a) all accumulated Contributions credited to the Participant's Plan account during the applicable Offering Period shall be refunded to the Participant as soon as administratively practicable, without interest;
(b) the Participant's purchase right for the current Offering Period shall be automatically cancelled and shall be of no further force or effect; and
(c) payroll deductions on behalf of the Participant shall cease as soon as administratively practicable following receipt of the notice of withdrawal.
A Participant who has withdrawn from the Plan during an Offering Period may not re-enroll in the Plan until the commencement of the next Offering Period (or such later Offering Period as the Committee may prescribe). Re-enrollment shall require the submission of a new enrollment form in accordance with Section 5.1 during the applicable enrollment period.
Section 7.2 — Termination of Employment. If a Participant's employment with the Company and all Designated Subsidiaries terminates for any reason, whether voluntary or involuntary, including without limitation termination by reason of death, disability, retirement, resignation, or discharge, the Participant shall be deemed to have withdrawn from the Plan effective as of the date of such termination of employment. Upon such deemed withdrawal:
(a) all accumulated Contributions credited to the Participant's Plan account shall be refunded to the Participant (or, in the case of death, to the Participant's designated beneficiary or, if no beneficiary has been designated, to the Participant's estate) as soon as administratively practicable, without interest; and
(b) the Participant's purchase right for the current Offering Period shall be automatically cancelled and shall be of no further force or effect.
A Participant whose employment terminates and who is subsequently rehired by the Company or a Designated Subsidiary may again become an Eligible Employee, subject to satisfaction of all eligibility requirements set forth in Section 2.10, and may enroll in the Plan for a future Offering Period in accordance with Section 5.1.
Section 7.3 — Leave of Absence. If a Participant is on an approved leave of absence (whether paid or unpaid), the Participant may elect to continue participation in the Plan through payroll deductions to the extent that payroll deductions are administratively feasible during such leave. If payroll deductions are not feasible during a leave of absence, the Participant may elect to suspend Contributions for the duration of the leave; provided, however, that no additional Contributions (other than payroll deductions) may be made during the leave.
If a Participant remains on leave of absence for more than ninety (90) consecutive days and the Participant's right to reemployment is not guaranteed by statute (including the Family and Medical Leave Act of 1993, the Uniformed Services Employment and Reemployment Rights Act of 1994, or comparable state law) or by contract, the employment relationship shall be deemed to have terminated for purposes of the Plan on the ninety-first (91st) day of such leave. Upon such deemed termination, the Participant's accumulated Contributions shall be refunded and the Participant's purchase right shall be cancelled in accordance with Section 7.2.
ARTICLE VIII: SHARES; ACCOUNTS
Section 8.1 — Brokerage or Plan Accounts. Shares of Common Stock purchased under the Plan on behalf of Participants shall be held in a brokerage account maintained by a broker-dealer or financial institution designated by the Company for the benefit of each Participant, or shall be delivered in book-entry form through the Company's Transfer Agent, Continental Share Services, Inc., or otherwise as the Committee may determine from time to time. The Company shall bear any reasonable costs associated with the initial establishment and maintenance of such brokerage or plan accounts, subject to Section 12.7. The Company may require that shares purchased under the Plan be held in a Company-designated brokerage account for a specified period, including any period necessary to comply with the disposition holding period requirements of Section 423 of the Code, as further described in Section 8.2.
Section 8.2 — Holding Period Requirement. In order to receive the favorable tax treatment available under Section 423 of the Code for shares acquired under the Plan, a Participant may not dispose of such shares (whether by sale, exchange, gift, or other transfer) within the earlier of the following periods (the "Required Holding Period"):
(a) two (2) years after the Offering Date on which the purchase right for such shares was granted; or
(b) one (1) year after the Exercise Date on which such shares were purchased.
Any disposition of shares acquired under the Plan before the expiration of the Required Holding Period shall constitute a "disqualifying disposition" within the meaning of Section 421(b) of the Code and shall result in the Participant recognizing ordinary income in the year of disposition, as further described in Article XI. The Company may require that shares acquired under the Plan be held in a Company-designated brokerage account during the Required Holding Period to facilitate compliance monitoring and tax reporting. The Company shall provide each Participant with written or electronic notification of the Required Holding Period and the tax consequences of a disqualifying disposition, both at the time of enrollment and upon each purchase of shares under the Plan.
Section 8.3 — Rights as a Stockholder. A Participant shall have no rights as a stockholder of the Company (including, without limitation, the right to receive dividends, vote, or exercise any other rights of a stockholder) with respect to shares of Common Stock subject to any purchase right under the Plan until such shares are purchased on the applicable Exercise Date and credited to the Participant's brokerage or plan account. Upon the purchase of shares on an Exercise Date, the Participant shall be deemed the record holder of such shares as of the Exercise Date and shall be entitled to all rights and privileges of a stockholder of the Company with respect to such shares, including the right to receive dividends and the right to vote.
Section 8.4 — No Interest on Contributions. No interest shall accrue or be paid on any Contributions credited to a Participant's Plan account at any time, whether or not such Contributions are subsequently applied to the purchase of shares of Common Stock or are refunded to the Participant upon withdrawal or termination of employment. The Company shall not be required to segregate or hold in trust any Contributions credited to a Participant's Plan account, and such Contributions shall constitute general assets of the Company.
ARTICLE IX: ADMINISTRATION
Section 9.1 — Committee Administration. The Plan shall be administered by the Committee. The Committee shall have full and exclusive discretionary authority to:
(a) construe, interpret, and apply the terms and provisions of the Plan;
(b) determine eligibility to participate in the Plan and resolve any questions regarding the eligibility of any individual;
(c) establish the dates and duration of Offering Periods and Purchase Periods, including the applicable Enrollment Dates and Exercise Dates;
(d) prescribe forms, rules, and procedures relating to enrollment, payroll deduction authorizations, withdrawal, and other matters relating to Plan administration;
(e) establish the per-period share limit and any other limitations on purchases under the Plan;
(f) adopt sub-plans or addenda to the Plan for the purpose of accommodating offerings to Eligible Employees in foreign jurisdictions, as further described in Appendix A;
(g) appoint agents, counsel, accountants, and other service providers to assist in the administration of the Plan;
(h) correct any defect, supply any omission, or reconcile any inconsistency in the Plan;
(i) make all determinations necessary or advisable for the proper administration and operation of the Plan; and
(j) take such other actions and make such other determinations as the Committee deems necessary or appropriate to carry out the purposes of the Plan and to comply with Applicable Law.
Section 9.2 — Delegation. The Committee may delegate ministerial and administrative functions relating to the Plan to one or more officers or employees of the Company, including without limitation the authority to process enrollment forms, maintain Participant records, coordinate payroll deductions, and communicate with Participants regarding Plan matters. Notwithstanding the foregoing, the Committee may not delegate its authority to construe or interpret the Plan, or to make determinations regarding the rights and obligations of Participants under the Plan, to the extent that such delegation would be inconsistent with the requirements of Rule 16b-3 under the Exchange Act or Section 423 of the Code. Any delegation by the Committee shall be in writing and shall specify the scope and limitations of the delegated authority.
Section 9.3 — Determinations Binding. All determinations, interpretations, rules, and decisions made by the Committee (or any person to whom the Committee has delegated authority) pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, including the Company, its Subsidiaries, all Eligible Employees, all Participants, all former Participants, and their respective beneficiaries, heirs, executors, administrators, successors, and assigns.
Section 9.4 — Indemnification. Each member of the Committee, and each officer or employee of the Company to whom the Committee has delegated authority under Section 9.2, shall be indemnified and held harmless by the Company to the fullest extent permitted under the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, any indemnification agreement between such individual and the Company, and Applicable Law, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to any actions taken, decisions made, or omissions in connection with the administration or operation of the Plan, provided that such individual acted in good faith and in a manner that such individual reasonably believed to be in or not opposed to the best interests of the Company.
ARTICLE X: ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS
Section 10.1 — Adjustments. In the event of any change in the capital structure of the Company described in Section 3.3 of the Plan, including any stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, spin-off, reclassification, recapitalization, or other similar change, the Committee shall make such adjustments as are described in Section 3.3 to the number and kind of shares reserved under the Plan, the Exercise Price, the number and kind of shares subject to outstanding purchase rights, and any per-Participant share limitations, in each case in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. All such adjustments shall be made by the Committee in its sole discretion, and the Committee's determination shall be final, binding, and conclusive. Any adjustments made pursuant to this Section 10.1 shall be made in a manner consistent with Section 423 of the Code and, to the extent applicable, Section 409A of the Code.
Section 10.2 — Corporate Transactions. In the event of a merger, consolidation, acquisition of all or substantially all of the assets or property of the Company, acquisition of all or substantially all of the outstanding stock of the Company, reorganization, liquidation, dissolution, or similar corporate transaction (each, a "Corporate Transaction") in which the Company is not the surviving entity or in which the Company survives only as a subsidiary of another entity, the Committee may, in its sole discretion, take one or more of the following actions with respect to outstanding purchase rights under the Plan:
(a) Shortening of Offering Period. The Committee may provide that the current Offering Period shall be shortened and that a new Exercise Date shall be established prior to the effective date of the Corporate Transaction. In such event, the Committee shall provide each Participant with written notice of the accelerated Exercise Date at least ten (10) Trading Days prior to such accelerated Exercise Date, and the Participant's accumulated Contributions shall be applied to purchase shares at the Exercise Price on the accelerated Exercise Date in accordance with Article VI.
(b) Assumption or Substitution. The Committee may provide that outstanding purchase rights shall be assumed or that equivalent purchase rights shall be substituted by the successor corporation (or a parent or subsidiary thereof) in the Corporate Transaction, with appropriate adjustments as to the number and kind of shares subject to such purchase rights and the Exercise Price thereof.
(c) Refund of Contributions. The Committee may provide that the Plan shall terminate, and that all accumulated Contributions shall be refunded to Participants as soon as administratively practicable, without interest.
The Committee shall have complete discretion to determine which of the foregoing actions to take with respect to outstanding purchase rights in connection with a Corporate Transaction, and the Committee's determination shall be final, binding, and conclusive.
Section 10.3 — Change in Control. For purposes of this Plan, a "Change in Control" shall have the meaning ascribed to such term in the Arbor Health Technologies Inc. 2024 Equity Incentive Plan, as in effect on the date of the applicable event, or, if no such definition exists or if the 2024 Equity Incentive Plan has been terminated, shall mean any of the following events:
(a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power of the Company's then outstanding voting securities;
(b) the consummation of a merger, consolidation, or similar transaction involving the Company and any other entity, unless, following such transaction, the holders of the Company's voting securities immediately prior to such transaction continue to hold at least fifty percent (50%) of the combined voting power of the voting securities of the surviving or resulting entity;
(c) the consummation of a sale, transfer, or other disposition of all or substantially all of the assets of the Company; or
(d) a change in the composition of the Board such that the individuals who constituted the Board as of the IPO Effective Date (together with any directors whose election or nomination for election was approved by a majority of such individuals and their approved successors) cease to constitute a majority of the Board.
In the event of a Change in Control, the Committee may, in its sole discretion, take any of the actions described in Section 10.2(a), (b), or (c) with respect to outstanding purchase rights under the Plan, including acceleration of the Exercise Date, assumption or substitution of purchase rights, or refund of accumulated Contributions. The Committee shall provide Participants with reasonable notice of any action to be taken in connection with a Change in Control.
ARTICLE XI: TAX MATTERS
Section 11.1 — Section 423 Qualification. The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code. The provisions of the Plan shall be construed, administered, and enforced in a manner consistent with and to carry out this intent. In the event that any provision of the Plan is determined to be inconsistent with the requirements of Section 423 of the Code, or would cause the Plan (or any offering thereunder) to fail to qualify under Section 423, such provision shall be deemed severed from the Plan to the extent necessary to preserve the Plan's qualification under Section 423, and the remaining provisions of the Plan shall continue in full force and effect. The Committee shall have the authority to reform or modify any provision of the Plan to the extent necessary to ensure compliance with Section 423 of the Code, and any such reformation or modification shall be given retroactive effect to the extent permitted by law.
Section 11.2 — Tax Withholding. The Company (or a Designated Subsidiary, as applicable) shall have the right and authority to deduct or withhold from shares of Common Stock purchased under the Plan, from a Participant's Compensation, or from any other amounts payable to a Participant, an amount sufficient to satisfy any federal, state, local, or foreign tax withholding obligations arising from participation in the Plan, including without limitation taxes arising upon the exercise of a purchase right, the disposition of shares acquired under the Plan (including a disqualifying disposition as described in Section 11.3), or any other taxable event. The Company shall have the right to require a Participant to remit to the Company an amount sufficient to satisfy applicable withholding tax obligations prior to the delivery of any shares of Common Stock, and the Company may delay the delivery of shares until such withholding obligations have been satisfied.
Section 11.3 — Notification of Disposition. Each Participant shall give prompt written notice to the Company of any disposition of shares of Common Stock acquired under the Plan that occurs within the Required Holding Period described in Section 8.2 (i.e., a "disqualifying disposition" within the meaning of Section 421(b) of the Code). Such notice shall be provided to the Company at the address specified in Section 12.4 within ten (10) days following the date of such disposition, and shall include such information as the Company may reasonably request, including the date of disposition, the number of shares disposed of, the sale price per share, and the date on which such shares were acquired under the Plan. The Company shall use such information for purposes of satisfying its tax reporting and withholding obligations, including the reporting of income on IRS Form W-2 and any applicable state or local income tax reporting forms.
Section 11.4 — No Tax Advice. The Company, the Board, the Committee, and their respective members, officers, employees, and agents make no representation or warranty regarding the tax consequences of participation in the Plan, the grant or exercise of purchase rights, or the acquisition, holding, or disposition of shares of Common Stock acquired under the Plan. Each Participant is encouraged to consult with such Participant's own tax advisor regarding the federal, state, local, and foreign tax consequences of participation in the Plan, including the consequences of a qualifying or disqualifying disposition of shares and the tax treatment of ESPP discount income.
Participants should be aware that the Company currently has tax nexus in ten (10) states—Massachusetts, New York, California, Texas, Illinois, Florida, Pennsylvania, Ohio, New Jersey, and Georgia—and that the tax treatment of ESPP income may vary significantly among these and other jurisdictions. State and local tax laws may impose additional income taxes or withholding obligations with respect to ESPP income, and such tax consequences are the sole responsibility of the Participant.
ARTICLE XII: GENERAL PROVISIONS
Section 12.1 — Transferability. Neither Contributions credited to a Participant's Plan account nor any purchase right granted under the Plan may be assigned, transferred, pledged, hypothecated, or otherwise alienated or encumbered, whether voluntarily or involuntarily, by operation of law or otherwise. Any attempted assignment, transfer, pledge, hypothecation, alienation, or encumbrance of Contributions or purchase rights shall be void and of no force or effect. Purchase rights granted under the Plan are exercisable only by the Participant during the Participant's lifetime. In the event of a Participant's death, the Participant's designated beneficiary (or, if no beneficiary has been designated, the Participant's estate) shall be entitled to receive a refund of accumulated Contributions credited to the Participant's Plan account, but shall not be entitled to exercise any purchase right on behalf of the deceased Participant.
Section 12.2 — No Employment Rights. Nothing contained in the Plan shall be construed as conferring upon any Participant or any other person any right to continue in the employ of the Company or any Subsidiary, or as limiting or restricting in any way the right of the Company or any Subsidiary to terminate any Participant's employment at any time, with or without cause, and with or without notice, subject to Applicable Law. Participation in the Plan shall not constitute an element of compensation or an employment right for any purpose, including without limitation the calculation of severance pay, termination pay, or damages for wrongful termination. As of December 31, 2023, the Company and its Subsidiaries employ approximately 3,400 employees, and the establishment of the Plan shall not be deemed to create any obligation on the part of the Company to employ or continue to employ any individual.
Section 12.3 — Equal Rights and Privileges. All Eligible Employees of the Company and its Designated Subsidiaries shall have equal rights and privileges under the Plan, consistent with the requirements of Section 423(b)(5) of the Code, so that the Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423(b)(5) shall, without further act or amendment, be reformed to comply with the equal rights and privileges requirement of Section 423(b)(5).
Section 12.4 — Notices. Any notice required or permitted under the Plan shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; or (c) transmitted by electronic mail or other electronic means approved by the Committee. Notices to a Participant shall be addressed to the Participant at the most recent address on file with the Company's human resources department. Notices to the Company shall be addressed to:
Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142
Attention: General Counsel (Rachel Moynihan)
Either the Company or a Participant may change its or his or her address for notice purposes by providing written notice of such change in the manner set forth above.
Section 12.5 — Compliance with Securities Laws. The issuance and delivery of shares of Common Stock under the Plan shall be subject to compliance with all Applicable Laws, including without limitation the Securities Act, the Exchange Act, any applicable state securities or "blue sky" laws, and the rules and listing standards of the New York Stock Exchange. The Company shall not be obligated to issue or deliver any shares of Common Stock pursuant to the Plan unless and until the Committee has determined that such issuance or delivery complies with all Applicable Laws and that any necessary consents, approvals, or registrations have been obtained. The Committee may impose such conditions on the issuance and delivery of shares as it deems necessary or advisable to ensure compliance with Applicable Law, including the requirement that the Participant enter into representations and undertakings as to the Participant's investment intent.
The Company has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission under File Number 333-276841 (SEC CIK Number 0001987432) in connection with the Company's initial public offering. The Company intends to file a registration statement on Form S-8 with the Securities and Exchange Commission covering the shares of Common Stock issuable under the Plan, and the Plan shall not be operative with respect to any Offering Period until such registration statement has become effective, unless the Committee determines that an exemption from registration is available.
Section 12.6 — Reports and Statements. As soon as practicable after the end of each Purchase Period, the Company shall provide (or cause its designated brokerage firm, Transfer Agent, or other service provider to provide) each Participant with a written or electronic statement reflecting:
(a) the number of shares of Common Stock purchased by the Participant on the applicable Exercise Date;
(b) the Exercise Price per share at which such shares were purchased;
(c) the aggregate purchase price paid for such shares;
(d) any Contributions remaining in the Participant