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ARBOR HEALTH TECHNOLOGIES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE 2024 EQUITY INCENTIVE PLAN

Form of Agreement

This is a blank form of Restricted Stock Unit Award Agreement (the "Agreement") adopted under the Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "Plan"), which was adopted by the Board of Directors of Arbor Health Technologies Inc. on January 15, 2024, and became effective upon the closing of the Company's initial public offering. This form is intended to be completed at the time of each individual grant of Restricted Stock Units by the Compensation Committee (or its authorized delegate) and delivered to the applicable Participant in connection with such grant. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

GRANT NOTICE

ARBOR HEALTH TECHNOLOGIES INC.

RESTRICTED STOCK UNIT AWARD

UNDER THE 2024 EQUITY INCENTIVE PLAN

Arbor Health Technologies Inc. (the "Company") hereby grants to the individual named below (the "Participant") an award of Restricted Stock Units ("RSUs") under the Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "Plan"), subject to the terms and conditions set forth in this Grant Notice, the Restricted Stock Unit Award Agreement attached hereto (including all appendices, the "Agreement"), and the Plan. The details of this award are as follows:

This Grant Notice, together with the Agreement (including all appendices and exhibits attached hereto) and the Plan, constitutes the entire agreement between the Participant and the Company regarding this award of RSUs and supersedes all prior oral and written agreements, promises, and representations between the Participant and the Company with respect to the subject matter hereof. By signing below (or by electronically accepting this award through the Company's equity plan administration platform), the Participant acknowledges that the Participant has received, read, and understands the terms and conditions of this Grant Notice, the Agreement, and the Plan, and agrees to be bound by the terms and conditions set forth therein. The Participant further acknowledges receipt of a copy of the Plan, the Plan prospectus, and the Agreement.

IMPORTANT: The Participant must accept this award within ninety (90) days following the Date of Grant. Failure to accept this award within such period may result in the forfeiture of this award, at the sole discretion of the Compensation Committee.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: [Insert name]

Title: [Insert title]

(Authorized officer of the Company, such as the Chief Executive Officer, Chief Financial Officer, General Counsel, or an authorized delegate of the Compensation Committee)

Date: ________

PARTICIPANT

________________________________________

Name: [Insert Participant name]

Date: ________

ARBOR HEALTH TECHNOLOGIES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE 2024 EQUITY INCENTIVE PLAN

This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached, is entered into between Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and the Participant identified in the Grant Notice. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan or the Grant Notice, as applicable.

SECTION 1 — GRANT OF RESTRICTED STOCK UNITS

1.1 Grant. The Company hereby grants to the Participant, subject to the terms and conditions of this Agreement and the Plan, the number of RSUs set forth in the Grant Notice attached hereto. Each RSU represents the unfunded, unsecured right to receive one (1) share of the Company's common stock, par value $0.001 per share ("Common Stock"), subject to the vesting conditions, settlement terms, and other provisions set forth in this Agreement and the Plan. The RSUs are granted as of the Date of Grant set forth in the Grant Notice.

1.2 Nature of RSUs. The Participant acknowledges and agrees that the RSUs granted hereunder constitute unfunded, unsecured obligations of the Company. The RSUs do not represent actual shares of Common Stock, and the Participant shall have no rights as a stockholder of the Company with respect to the RSUs, including without limitation no voting rights, no right to receive dividends or other distributions, and no right to transfer or otherwise dispose of the RSUs prior to settlement, except as expressly provided in this Agreement or the Plan. The RSUs represent merely a contractual right to receive shares of Common Stock at a future date upon satisfaction of the conditions set forth herein. The RSUs shall not be treated as property for purposes of Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), until such time as shares of Common Stock are actually delivered to the Participant in settlement of vested RSUs.

1.3 Plan Governs. This Agreement is subject to and governed by the terms and conditions of the Plan, which is incorporated herein by reference as if set forth in full. The Participant acknowledges that the Participant has received a copy of the Plan and has had the opportunity to review its terms. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control and govern. The Compensation Committee shall have the authority to interpret and construe the Plan and this Agreement, and any such interpretation or construction by the Compensation Committee shall be final, binding, and conclusive on all parties.

1.4 Share Reserve. The Participant acknowledges that the RSUs granted hereunder are drawn from the share reserve established under the 2024 Equity Incentive Plan, which initially reserves 10,300,000 shares of Common Stock (representing approximately 10% of the Company's post-IPO outstanding shares of Common Stock) for issuance pursuant to awards granted under the Plan, subject to annual automatic increase on January 1 of each year during the term of the Plan pursuant to the Plan's evergreen provision, and subject to further adjustment as provided in the Plan in connection with changes in capitalization, reorganizations, and similar events.

SECTION 2 — VESTING

2.1 Vesting Schedule. The RSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice or in Appendix A attached hereto, in each case subject to the Participant's continued status as a Service Provider (as defined in the Plan) through each applicable vesting date. No RSUs shall vest after the date the Participant ceases to be a Service Provider, except as may be expressly provided in the Grant Notice, an applicable Appendix A, or an individual employment, offer letter, severance, or change in control agreement between the Participant and the Company or any of its Affiliates.

[The standard vesting schedule is as follows: twenty-five percent (25%) of the RSUs shall vest on the first anniversary of the Vesting Commencement Date, and the remaining seventy-five percent (75%) of the RSUs shall vest in twelve (12) equal quarterly installments over the following three (3) years, with each such quarterly installment vesting on the last day of each calendar quarter following such first anniversary, in each case subject to the Participant's continued status as a Service Provider through the applicable vesting date. The Compensation Committee may, in its sole discretion, specify alternative vesting schedules in the Grant Notice or Appendix A, including performance-based vesting criteria, milestone-based vesting, or any combination of time-based and performance-based vesting conditions.]

2.2 Cessation of Vesting Upon Termination. If the Participant's status as a Service Provider terminates for any reason whatsoever, whether voluntary or involuntary, with or without Cause (as defined in the Plan), and whether or not such termination is later determined to have been in breach of applicable local employment laws or the terms of any employment agreement, vesting of the RSUs shall immediately and permanently cease as of the date of such termination of service. All RSUs that have not vested as of the date of the Participant's termination of status as a Service Provider shall be immediately and automatically forfeited and cancelled without payment of any consideration by the Company, and neither the Participant nor any beneficiary, heir, executor, administrator, or legal representative of the Participant shall have any further rights with respect to such forfeited RSUs. For the avoidance of doubt, the Participant shall not earn or become entitled to any pro-rata or partial vesting of RSUs for any portion of a vesting period during which the Participant's service terminates, unless the Grant Notice or an applicable individual agreement expressly provides otherwise.

[The Compensation Committee may, in its sole discretion, provide in the Grant Notice, Appendix A, or an individual employment, offer letter, severance, or change in control agreement for accelerated vesting of all or a portion of the unvested RSUs upon certain termination events, including, without limitation, termination of the Participant's service by the Company without Cause, resignation by the Participant for Good Reason (as defined in the applicable agreement), or the Participant's death or Disability (as defined in the Plan). Any such accelerated vesting shall be subject to the terms and conditions specified by the Compensation Committee.]

2.3 Change in Control. The treatment of unvested RSUs upon a Change in Control (as defined in the Plan) shall be as set forth in the applicable provisions of the Plan, unless the Grant Notice, Appendix A, or an individual employment, severance, or change in control agreement between the Participant and the Company provides for different treatment. The Participant acknowledges that the Plan provides the Board or the Compensation Committee with discretion to determine the treatment of outstanding awards upon a Change in Control, including the authority to provide for assumption, continuation, or substitution of outstanding awards by the successor entity, or, in the event that outstanding awards are not assumed, continued, or substituted, to provide for full acceleration of vesting of all unvested RSUs immediately prior to the consummation of the Change in Control. If the Plan provides for accelerated vesting upon a Change in Control in the event that awards are not assumed or substituted, and the RSUs are not so assumed, continued, or substituted by the successor entity, then all unvested RSUs shall become fully vested immediately prior to the effective time of such Change in Control, subject to the consummation thereof.

2.4 Leave of Absence. In the event that the Participant takes an authorized leave of absence from the Company or any Affiliate, the vesting of the RSUs shall be suspended during the period of such leave of absence to the extent provided by the Company's leave of absence policy or as required by applicable law, unless the Compensation Committee determines otherwise in its sole discretion. For purposes of this Section 2.4, the Participant's status as a Service Provider shall be determined in accordance with the terms of the Plan and applicable Company policies regarding leaves of absence, and the Participant's service shall not be deemed to have terminated during any period of authorized leave of absence if the Participant has a contractual or statutory right to return to active service at the conclusion of such leave.

2.5 No Fractional Shares. In the event that the application of the vesting schedule set forth in the Grant Notice or Appendix A would result in the vesting of a fractional RSU on any particular vesting date, such fractional RSU shall be rounded down to the nearest whole RSU on each such vesting date; provided, however, that the final vesting tranche (i.e., the last installment of RSUs scheduled to vest under the applicable vesting schedule) shall be adjusted upward by the aggregate number of fractional RSU remainders from all prior vesting dates, so that the total number of RSUs that vest under this Agreement equals the total number of RSUs set forth in the Grant Notice (subject to any prior forfeitures).

SECTION 3 — SETTLEMENT OF VESTED RSUs

3.1 Settlement Timing. Vested RSUs shall be settled by the Company's delivery to the Participant (or to the Participant's designated brokerage account) of one (1) share of Common Stock for each vested RSU within sixty (60) days following the applicable vesting date on which such RSUs become vested, or, if earlier, within sixty (60) days following the date of the Participant's termination of service if accelerated vesting applies under the terms of this Agreement, the Grant Notice, or an applicable individual agreement. In no event shall settlement of any RSU occur later than sixty (60) days after the applicable vesting date (or the date of accelerated vesting, if applicable), and in all cases settlement shall be effected in a manner consistent with the requirements of Section 6 (Section 409A Compliance) of this Agreement.

3.2 Form of Settlement. Settlement of vested RSUs shall be made exclusively in whole shares of Common Stock. No fractional shares of Common Stock shall be issued upon settlement of the RSUs. In the event that the settlement of vested RSUs would otherwise result in the issuance of a fractional share of Common Stock, such fractional share shall be settled by the Company in a cash payment to the Participant equal to the fair market value of such fractional share (determined as of the applicable settlement date, based on the closing price of the Common Stock on the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed) on such date, or if such date is not a trading day, the immediately preceding trading day).

3.3 Delivery Mechanics. Shares of Common Stock deliverable upon settlement of vested RSUs shall be delivered in book-entry form through the Company's transfer agent, Continental Share Services, Inc. (or any successor transfer agent appointed by the Company), to the Participant's account maintained with the transfer agent or, at the Participant's election, to a brokerage account designated by the Participant in writing (or electronically through the Company's equity plan administration platform). In the Company's sole discretion, shares may alternatively be delivered in certificated form. The CUSIP number for the Company's Common Stock is [to be inserted at the time of issuance]. The Company shall bear all costs and expenses associated with the issuance and delivery of shares of Common Stock upon settlement, other than any brokerage commissions, transfer taxes, or similar costs that are the responsibility of the Participant.

3.4 Conditions to Delivery. Notwithstanding any other provision of this Agreement, the Company's obligation to deliver shares of Common Stock upon settlement of vested RSUs shall be subject to the satisfaction of each of the following conditions:

(a) the satisfaction of all applicable Tax Withholding Obligations as described in Section 5 of this Agreement;

(b) compliance with all applicable federal, state, local, and foreign securities laws and regulations, including without limitation the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state "blue sky" laws, and compliance with any applicable lock-up restrictions to which the Participant is subject in connection with the Company's initial public offering or any subsequent public offering;

(c) receipt by the Company of any representations, warranties, or agreements from the Participant that the Company or its counsel reasonably deems necessary or advisable to ensure compliance with applicable securities laws, including any investment representation letter or undertaking not to sell shares except in compliance with applicable law;

(d) the listing of the shares of Common Stock issuable upon settlement on the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed), to the extent required by the rules of such exchange; and

(e) the receipt of any other approvals, consents, or clearances from governmental authorities, regulatory bodies, or self-regulatory organizations that the Company reasonably determines are necessary or advisable in connection with the issuance of such shares.

If the Company determines that any of the foregoing conditions cannot be satisfied in a manner consistent with applicable law, the Company may delay the delivery of shares until such conditions have been satisfied, provided that any such delay shall be consistent with the requirements of Section 409A of the Code (or the applicable exemption therefrom).

3.5 Restrictions on Resale. The Participant acknowledges and agrees that any shares of Common Stock delivered upon settlement of vested RSUs may be subject to restrictions on resale, including without limitation restrictions under Rule 144 promulgated under the Securities Act, the Company's insider trading policy (as may be in effect and as may be amended from time to time), and any lock-up agreement or market standoff agreement to which the Participant is a party in connection with the Company's initial public offering or any subsequent public offering. The Participant agrees to comply with all such restrictions and to execute such additional documents and take such additional actions as the Company may reasonably request to give effect to such restrictions.

SECTION 4 — FORFEITURE

4.1 Forfeiture Events. All RSUs that have not vested as of the date of the occurrence of any of the following events shall be immediately and automatically forfeited and cancelled, without payment of any consideration by the Company, and neither the Participant nor any beneficiary, heir, executor, administrator, or legal representative of the Participant shall have any further rights with respect to such forfeited RSUs. The forfeiture events are as follows:

(a) the termination of the Participant's status as a Service Provider for any reason whatsoever, whether voluntary or involuntary, with or without Cause, and whether by action of the Company, the Participant, or by mutual agreement, including without limitation termination due to resignation, retirement, dismissal, death, Disability, or expiration of a service or consulting engagement;

(b) a breach by the Participant of any restrictive covenant, confidentiality, non-disclosure, non-competition, non-solicitation, invention assignment, or similar agreement between the Participant and the Company or any of its Affiliates, whether such agreement is contained in a standalone agreement, an employment or offer letter, or any other written instrument; or

(c) such other forfeiture event as the Compensation Committee may specify in the Grant Notice, Appendix A, or any applicable individual agreement between the Participant and the Company.

For the avoidance of doubt, forfeiture of unvested RSUs pursuant to this Section 4.1 shall be automatic and shall not require any action by the Company, the Compensation Committee, or the Participant.

4.2 Clawback. The Participant acknowledges and agrees that the RSUs granted hereunder and any shares of Common Stock (or cash proceeds derived therefrom) delivered in settlement of vested RSUs shall be subject to any clawback, forfeiture, recoupment, or similar policy that may be adopted by the Company from time to time, including without limitation any policy adopted by the Company to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 10D-1 promulgated thereunder, and any applicable listing standards of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed) regarding the recovery of erroneously awarded compensation. The Participant agrees to promptly return to the Company any shares of Common Stock, cash, or other compensation subject to clawback or recoupment pursuant to any such policy, and the Participant's acceptance of this award constitutes the Participant's agreement to be bound by the terms of any such policy as may be adopted or amended by the Company from time to time. By accepting this award, the Participant further acknowledges that the Company may, without the Participant's consent, amend this Agreement or take other action as it deems necessary or appropriate to comply with any such policy or any applicable law or regulation.

SECTION 5 — TAX WITHHOLDING

5.1 Withholding Obligation. The Participant acknowledges and agrees that the vesting and/or settlement of the RSUs may give rise to "wages" or other compensation income subject to withholding. The Company (or, if different, the Participant's employer) shall be required to withhold applicable federal, state, local, and foreign income taxes, social security taxes, Medicare taxes, FICA taxes, employment taxes, and any other taxes or amounts required to be withheld by law (collectively, "Tax Withholding Obligations") in connection with the vesting and/or settlement of the RSUs. The Company shall have the right and authority to deduct or withhold from any compensation or other amounts payable to the Participant, or to require the Participant to remit to the Company, an amount sufficient to satisfy all Tax Withholding Obligations arising in connection with the RSUs. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to deliver any shares of Common Stock to the Participant or any other person until all Tax Withholding Obligations have been satisfied in full.

5.2 Methods of Satisfaction. The Participant may satisfy the Tax Withholding Obligations arising in connection with the vesting and/or settlement of the RSUs by one or more of the following methods, as may be permitted by the Compensation Committee in its sole discretion:

(a) Share Withholding (Net Settlement). The Company shall withhold from the shares of Common Stock otherwise deliverable to the Participant upon settlement of the vested RSUs a number of whole shares of Common Stock having an aggregate fair market value (determined as of the applicable settlement date) sufficient to satisfy the applicable Tax Withholding Obligations, but not exceeding the amount determined by applying the maximum individual statutory withholding rate in the applicable jurisdiction(s) to the income recognized by the Participant in connection with such vesting and settlement. Unless the Participant elects an alternative method of satisfaction that is approved by the Compensation Committee, share withholding shall be the default method for satisfying Tax Withholding Obligations. For Participants who are subject to lock-up agreements in connection with the Company's initial public offering, the Company may withhold shares for tax purposes with respect to vesting RSUs consistent with any exception to the lock-up restrictions that permits the withholding of up to ten percent (10%) of locked-up shares for tax withholding on vesting equity awards.

(b) Cash Payment. The Participant may make payment to the Company in cash or cash equivalent (including by personal check, cashier's check, or wire transfer of immediately available funds) in an amount equal to the applicable Tax Withholding Obligations. Any such payment must be received by the Company on or before the applicable settlement date.

(c) Broker-Assisted Sale (Sell-to-Cover). The Participant may deliver to the Company an irrevocable instruction to a securities broker approved by the Company (a "sell-to-cover" arrangement) to sell a sufficient number of shares of Common Stock deliverable upon settlement of the vested RSUs and to deliver to the Company an amount of the sale proceeds sufficient to satisfy the applicable Tax Withholding Obligations, net of any brokerage commissions and transaction costs. Any sell-to-cover arrangement must comply with all applicable securities laws and regulations, the Company's insider trading policy, and any lock-up or market standoff restrictions then in effect.

(d) Other Methods. Any other method of satisfying Tax Withholding Obligations that is approved by the Compensation Committee, which may include, without limitation, payroll deduction, deduction from other compensation payable to the Participant by the Company, or any combination of the foregoing methods.

5.3 Responsibility of Participant. The Participant acknowledges that, regardless of any action taken by the Company or any Affiliate with respect to Tax Withholding Obligations, the ultimate liability for all federal, state, local, and foreign income taxes, social security contributions, employment taxes, and any other tax-related items legally applicable to the Participant in connection with the RSUs (the "Tax-Related Items") is and remains the Participant's sole responsibility. The Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, settlement, or subsequent sale of shares of Common Stock acquired upon settlement, and the receipt of any dividend equivalents; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for Tax-Related Items or to achieve any particular tax result. The Participant is strongly encouraged to consult with the Participant's own personal tax, financial, and legal advisors regarding the tax consequences of the RSUs before accepting this award and before taking any action with respect to the RSUs.

5.4 Section 83 Treatment. The Participant acknowledges that no election under Section 83(b) of the Code is available with respect to RSUs granted hereunder. RSUs do not constitute "property" for purposes of Section 83 of the Code until such time as shares of Common Stock are actually delivered to the Participant in settlement of vested RSUs. Accordingly, any attempt by the Participant to file an election under Section 83(b) of the Code with respect to the RSUs shall be ineffective and of no force or effect.

SECTION 6 — SECTION 409A COMPLIANCE

6.1 Intent to Comply. This Agreement, the Grant Notice, and the RSUs granted hereunder are intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other authoritative guidance promulgated thereunder (collectively, "Section 409A"), including, without limitation, the short-term deferral exemption described in Treasury Regulation Section 1.409A-1(b)(4). This Agreement shall be interpreted, construed, and administered in a manner consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Participant or any other individual to the Company or any of its Affiliates, employees, directors, or agents. Neither the Company nor any Affiliate shall have any obligation to indemnify or hold harmless the Participant or any other person for any taxes, penalties, interest, or other amounts imposed under Section 409A.

6.2 Short-Term Deferral Exemption. The RSUs and the settlement thereof are intended to qualify for the short-term deferral exemption from the requirements of Section 409A as set forth in Treasury Regulation Section 1.409A-1(b)(4). Accordingly, the RSUs are intended to be settled on or before the fifteenth (15th) day of the third (3rd) month following the end of the later of (a) the Participant's first taxable year in which the RSUs are no longer subject to a "substantial risk of forfeiture" (within the meaning of Section 409A), or (b) the Company's first taxable year in which the RSUs are no longer subject to a substantial risk of forfeiture. The sixty (60)-day settlement window set forth in Section 3.1 of this Agreement is specifically designed to ensure compliance with the short-term deferral exemption, and the Company shall use commercially reasonable efforts to effect settlement within such period.

6.3 Separation from Service. To the extent that any payment or benefit under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A that is payable upon, or by reference to, the Participant's termination of service (or any similar term), such payment or benefit shall be made or provided only upon the Participant's "separation from service" within the meaning of Section 409A (a "Separation from Service"), as determined by the Company in accordance with its established policies and procedures for making such determinations under Section 409A.

6.4 Specified Employee Delay. Notwithstanding any provision of this Agreement to the contrary, if at the time of the Participant's Separation from Service, the Participant is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code (as determined by the Company in accordance with the Company's established methodology for identifying specified employees), and any payment or benefit under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A that becomes payable on account of such Separation from Service, then such payment or benefit shall not be made or provided until the earlier of (a) the first business day following the expiration of six (6) months from the date of the Participant's Separation from Service, or (b) the date of the Participant's death (such earlier date, the "Specified Employee Payment Date"). Any payments or benefits that are delayed pursuant to this Section 6.4 shall be accumulated without interest and paid or provided to the Participant (or, in the event of the Participant's death, to the Participant's estate or designated beneficiary) in a single lump sum on the Specified Employee Payment Date.

6.5 No Acceleration. The Company shall not accelerate the time or schedule of any payment under this Agreement that constitutes "nonqualified deferred compensation" within the meaning of Section 409A, except as permitted under Section 409A and the Treasury Regulations promulgated thereunder, including, without limitation, Treasury Regulation Section 1.409A-3(j)(4).

6.6 Installment Payments. For purposes of Section 409A, each installment of shares of Common Stock (and any cash amounts) deliverable under this Agreement shall be treated as a separate "payment" within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii). Accordingly, the right to receive each installment of shares shall not be treated as a right to receive a series of payments for purposes of Section 409A.

6.7 Amendments for Compliance. The Company reserves the right, but shall not be obligated, to amend this Agreement, the Grant Notice, or any appendix hereto, without the consent of the Participant, to the extent that the Company determines, in its sole discretion, that such amendment is necessary or advisable to comply with Section 409A or to avoid the imposition of additional taxes, penalties, or interest under Section 409A. Any such amendment shall be made in a manner that preserves, to the maximum extent practicable, the original intent and economic benefit of the affected provision without materially increasing the cost to the Company. The Participant acknowledges and agrees that the Company makes no guarantee that the RSUs or any payments hereunder will be exempt from or comply with Section 409A.

SECTION 7 — RIGHTS AS A STOCKHOLDER

7.1 No Stockholder Rights Prior to Settlement. The Participant shall have no rights as a stockholder of the Company with respect to the shares of Common Stock underlying the RSUs unless and until such shares of Common Stock are actually delivered to the Participant in settlement of vested RSUs in accordance with Section 3 of this Agreement. Prior to such delivery, the Participant shall have no right to vote, no right to receive dividends or other distributions, and no other rights of a stockholder with respect to any shares of Common Stock underlying the RSUs, regardless of whether such RSUs have vested. Without limiting the generality of the foregoing, no adjustment shall be made for dividends, distributions, or other rights for which the record date occurs prior to the date on which shares are actually delivered in settlement of vested RSUs, except as expressly provided in Section 7.2 below.

7.2 Dividend Equivalents. If the Grant Notice specifies that dividend equivalents are applicable with respect to this award, then during the period commencing on the Date of Grant and ending on the earlier of (a) the date on which the shares of Common Stock underlying the RSUs are delivered in settlement thereof, or (b) the date on which the RSUs are forfeited, the Participant shall be entitled to receive dividend equivalents equal to the amount of any cash dividends declared and paid by the Company on an equivalent number of shares of Common Stock. Such dividend equivalents shall be subject to the same vesting and forfeiture conditions as the underlying RSUs to which they relate and shall be accumulated (without interest) and paid to the Participant in cash upon the settlement of the related vested RSUs. No dividend equivalents shall accrue or be paid with respect to any RSUs that are forfeited, and any dividend equivalents attributable to such forfeited RSUs shall be immediately and automatically forfeited without consideration.

If the Grant Notice specifies that dividend equivalents are not applicable with respect to this award, then no dividend equivalents shall be credited, accrued, or paid with respect to the RSUs granted hereunder.

SECTION 8 — NON-TRANSFERABILITY

8.1 Restrictions on Transfer. The RSUs granted hereunder may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of in any manner, whether voluntarily, involuntarily, or by operation of law, other than by will or the laws of descent and distribution. No right or interest of the Participant in the RSUs shall be subject to any lien, obligation, or liability of the Participant, and no assignment or transfer of the RSUs in violation of this Section 8.1 shall be effective or recognized by the Company. The RSUs may be settled only during the lifetime of the Participant, and only to the Participant (or, in the event of the Participant's legal incapacity, to the Participant's legally appointed guardian or representative), except as provided in Section 8.3 below regarding beneficiary designations in the event of the Participant's death.

8.2 Void Transfers. Any attempted sale, assignment, transfer, pledge, hypothecation, encumbrance, or other disposition of the RSUs in violation of this Section 8 shall be null and void and of no force or effect. The Company shall not be required to recognize any such attempted transfer on its books and records and shall have no obligation to give effect thereto.

8.3 Beneficiary Designation. The Participant may designate one or more beneficiaries to receive any shares of Common Stock deliverable upon settlement of vested RSUs in the event of the Participant's death, by completing and filing with the Company's Human Resources department or designated equity plan administrator a beneficiary designation form in such form as may be prescribed by the Company from time to time. The Participant may revoke or change any beneficiary designation at any time by filing a new beneficiary designation form with the Company. In the event of the Participant's death, if no valid beneficiary designation is then on file with the Company, or if the designated beneficiary has predeceased the Participant or otherwise cannot be located, settlement of vested RSUs shall be made to the Participant's estate.

SECTION 9 — RESTRICTIVE LEGENDS AND COMPLIANCE

9.1 Legends. The Participant acknowledges and agrees that any shares of Common Stock delivered in settlement of vested RSUs may bear such restrictive legends as the Company and its counsel deem necessary or advisable under applicable securities laws, rules, and regulations, including without limitation:

(a) a legend referencing the restrictions on transfer applicable to the shares under the Securities Act of 1933, as amended, and any applicable state securities or "blue sky" laws, including a legend substantially to the effect that the shares have not been registered under the Securities Act and may not be offered, sold, or otherwise transferred except in compliance with the Securities Act and applicable state securities laws;

(b) a legend referencing any lock-up agreement, market standoff agreement, or similar contractual restriction on transfer then in effect with respect to the Participant or the shares; and

The Company reserves the right to add, modify, or remove any such legends at any time as it deems necessary or appropriate.

9.2 Stop-Transfer Instructions. The Participant agrees that the Company may, and hereby authorizes the Company to, issue stop-transfer instructions to its transfer agent with respect to any shares of Common Stock delivered upon settlement of vested RSUs that are subject to any of the restrictions described in Section 9.1 above, until such time as such restrictions have been satisfied or have lapsed in accordance with their terms. The Participant shall cooperate with the Company and the transfer agent in connection with the imposition and removal of any such stop-transfer instructions.

9.3 Compliance with Laws. The grant of RSUs hereunder and the issuance and delivery of shares of Common Stock upon settlement thereof are subject to compliance with all applicable federal, state, local, and foreign laws, rules, and regulations, including without limitation all applicable securities laws and regulations and the rules of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed), and to the receipt of any approvals, consents, clearances, or registrations from governmental authorities or regulatory bodies that the Company, in its sole discretion, deems necessary or advisable in connection therewith. If the Company determines that the issuance or delivery of shares would violate applicable law or the rules of any applicable securities exchange, the Company may delay such issuance or delivery until such time as the Company determines that such issuance or delivery can be effected in compliance with all applicable requirements.

SECTION 10 — ADJUSTMENTS

10.1 Capitalization Adjustments. In the event of any change in the number or kind of outstanding shares of Common Stock by reason of any stock split, reverse stock split, stock dividend, combination, recapitalization, reclassification, reorganization, merger, consolidation, spin-off, exchange of shares, issuance of warrants or rights to purchase shares, or any other change in the corporate structure or capitalization of the Company affecting the shares of Common Stock, the number and kind of shares subject to the RSUs (and, if applicable, any performance metrics, targets, or conditions applicable to the vesting of the RSUs) shall be equitably and proportionately adjusted by the Compensation Committee in accordance with the adjustment provisions of the Plan, and such adjustment shall be final, binding, and conclusive on all parties. No fractional shares shall be issued as a result of any such adjustment, and the Compensation Committee shall determine the treatment of any fractional share resulting from such adjustment in its sole discretion.

SECTION 11 — MISCELLANEOUS PROVISIONS

11.1 Entire Agreement. This Agreement, including the Grant Notice and all appendices and exhibits attached hereto, together with the Plan, constitutes the entire agreement between the Company and the Participant with respect to the RSUs granted hereunder and the subject matter of this Agreement. This Agreement supersedes all prior and contemporaneous oral and written agreements, discussions, negotiations, commitments, representations, warranties, and understandings between the Company and the Participant relating to the subject matter hereof. In the event of any conflict between this Agreement and the terms of any employment agreement, offer letter, severance agreement, or change in control agreement between the Participant and the Company or any Affiliate, the terms of such individual agreement shall control to the extent such agreement expressly provides for treatment of equity awards in connection with the matters addressed therein (e.g., accelerated vesting upon termination or change in control), but in all other respects, this Agreement and the Plan shall govern.

11.2 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both the Company (acting through the Compensation Committee or its authorized delegate) and the Participant, or as otherwise permitted under Section 6.7 of this Agreement (amendments for Section 409A compliance) or the applicable provisions of the Plan. No amendment, modification, or supplement of this Agreement shall be effective unless it is in writing and signed by the parties, except as expressly permitted herein or in the Plan.

11.3 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the substantive laws of any other jurisdiction.

11.4 Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement, the Grant Notice, the Plan, or the RSUs shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, in another court of the State of Delaware or the United States District Court for the District of Delaware), and each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of such courts for such purposes. The Participant and the Company each hereby irrevocably waive any objection that they may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

11.5 Severability. If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by applicable law while preserving, to the greatest extent possible, the intent of the original provision.

11.6 Waiver. No waiver by either party of any breach of, or failure to comply with, any provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or at any prior or subsequent time, nor shall the failure of or delay by either party in exercising any right, power, or privilege hereunder operate as a waiver thereof. No waiver shall be effective unless it is in writing and signed by the party granting the waiver. A waiver of any particular breach or default under this Agreement shall not be construed as a continuing waiver or as a waiver of any subsequent breach or default.

11.7 Notices. All notices, requests, demands, claims, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered personally; (b) when sent by email (with confirmation of receipt); (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking confirmation); or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid. Notices to the Company shall be addressed as follows:

Arbor Health Technologies Inc. 200 Innovation Drive, Suite 1400 Wilmington, Delaware 19801

Attention: General Counsel & Corporate Secretary

Email: legalnotices@arborhealth.com

Notices to the Participant shall be addressed to the Participant at the most recent address on file with the Company's Human Resources department (or, if the Participant has provided a different address in writing to the Company for purposes of notices under this Agreement, to such other address). Either party may change the address to which notices are to be delivered by providing written notice of such change to the other party in accordance with this Section 11.7.

11.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of (a) the Company and its successors and assigns (including any entity that acquires all or substantially all of the assets or business of the Company, whether by merger, consolidation, acquisition of assets, or otherwise), and (b) the Participant and the Participant's heirs, executors, administrators, legal representatives, and permitted successors and assigns. The Company may assign this Agreement and its rights and obligations hereunder to any successor entity without the consent of the Participant, provided that such successor entity assumes the Company's obligations under this Agreement. The Participant may not assign or transfer this Agreement or any rights hereunder, except as expressly permitted under Section 8 of this Agreement.

11.9 No Right to Continued Service. Nothing in this Agreement, the Grant Notice, or the Plan shall be construed as conferring upon the Participant any right to continue as a Service Provider of the Company or any Affiliate, or as limiting or restricting in any way the right of the Company or any Affiliate to terminate the Participant's status as a Service Provider at any time, for any reason or no reason, with or without Cause, and with or without notice, subject to applicable law and the terms of any written employment or service agreement between the Participant and the Company or any Affiliate. The grant of RSUs hereunder shall not be construed as creating any obligation on the part of the Company to grant any future awards to the Participant, and the Participant shall have no right or expectation to receive any future awards.

11.10 Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use, processing, and transfer of personal data as described in this Section 11.10. The Participant understands that the Company and its Affiliates hold certain personal information about the Participant, including without limitation the Participant's name, home address, email address, telephone number, date of birth, social security number (or equivalent national identification number), tax identification number, compensation data, and details of all RSUs or other equity awards granted, cancelled, vested, unvested, or settled in the Participant's favor (collectively, "Personal Data"), for the purpose of implementing, administering, and managing the Plan and this Agreement. The Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration, and management of the Plan, including the Company's equity plan administrator, transfer agent, legal counsel, accountants, and tax advisors, and that these recipients may be located in the Participant's country or elsewhere. The Participant authorizes such recipients to receive, possess, use, retain, and transfer the Personal Data, in electronic or other form, for the purposes described herein.

11.11 Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and the RSUs granted hereunder, including without limitation the Plan, the Plan prospectus, this Agreement, the Grant Notice, account statements, and any other documents that the Company is required or elects to deliver to the Participant, by electronic means, including via email, posting on the Company's intranet, or through an on-line or electronic equity plan administration system established and maintained by the Company or a third-party administrator designated by the Company. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan and accept the RSUs through any such on-line or electronic system. The Participant acknowledges that the Participant's electronic acceptance of this award shall have the same force and effect as if the Participant had signed and delivered this Agreement and the Grant Notice in person.

11.12 Insider Trading Policy. The Participant acknowledges that the Participant has received a copy of, or has been provided access to, the Company's insider trading policy, as may be in effect from time to time (the "Insider Trading Policy"), and that the Participant is subject to the terms and conditions of the Insider Trading Policy with respect to any transactions involving shares of Common Stock, including shares acquired upon settlement of vested RSUs. The Participant agrees to comply with the Insider Trading Policy at all times and understands that failure to comply with the Insider Trading Policy may result in disciplinary action, including termination of service, and may subject the Participant to civil and criminal penalties under applicable securities laws.

11.13 Section 162(m). To the extent applicable, the Compensation Committee may designate the RSUs, or any performance-based vesting conditions applicable thereto, in a manner intended to preserve the deductibility of compensation paid to the Participant to the maximum extent permitted under Section 162(m) of the Code, as modified by the Tax Cuts and Jobs Act of 2017 and any subsequent legislation or regulatory guidance, including during any applicable transition period for newly public companies. Notwithstanding the foregoing, the Company makes no representation or warranty regarding the tax deductibility of any compensation paid to the Participant in connection with the RSUs, and the Participant acknowledges that the Company may elect to grant RSUs or structure awards in a manner that does not qualify for any exemption from the deduction limitations of Section 162(m).

11.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile, portable document format (.pdf), or other electronic means shall be deemed to be, and shall have the same force and effect as, execution and delivery of an original.

APPENDIX A

VESTING SCHEDULE

Participant Name: [Insert name of Participant]

Date of Grant: [Insert date]

Number of Restricted Stock Units Granted: [Insert number]

Vesting Commencement Date: [Insert date]

Vesting Schedule:

[To be completed at the time of grant. Insert the vesting schedule applicable to the individual Participant, which may include time-based vesting, performance-based vesting, or a combination thereof, as determined by the Compensation Committee.]

Standard Time-Based Vesting Schedule (if applicable):

Twenty-five percent (25%) of the RSUs shall vest on the first anniversary of the Vesting Commencement Date. The remaining seventy-five percent (75%) of the RSUs shall vest in twelve (12) equal quarterly installments over the three (3)-year period following such first anniversary, with each such quarterly installment vesting on the last day of each successive calendar quarter following the first anniversary of the Vesting Commencement Date, in each case subject to the Participant's continued status as a Service Provider through the applicable vesting date.

Performance-Based Vesting Criteria (if applicable):

[Insert applicable performance metrics, performance targets, performance measurement period, threshold/target/maximum achievement levels, and any other terms and conditions applicable to the performance-based vesting of the RSUs, as determined by the Compensation Committee. Specify the methodology for determining the number of RSUs that will vest based on the level of achievement of the applicable performance criteria.]

APPENDIX B

PLAN DOCUMENT REFERENCE

The Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "Plan") is incorporated by reference into this Restricted Stock Unit Award Agreement and is made a part hereof as if set forth in full. A copy of the Plan has been previously delivered to the Participant, is available on the Company's equity plan administration platform, and may also be obtained at any time by written request to the Company at the following address:

Arbor Health Technologies Inc. 200 Innovation Drive, Suite 1400 Wilmington, Delaware 19801

Attention: General Counsel & Corporate Secretary

Email: legalnotices@arborhealth.com

The Plan was adopted by the Board of Directors of Arbor Health Technologies Inc. on January 15, 2024, and became effective upon the closing of the Company's initial public offering. The Participant acknowledges receipt of a copy of the Plan and the related Plan prospectus prepared by the Company in compliance with the registration requirements of the Securities Act of 1933, as amended.

In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control and govern.

[End of Restricted Stock Unit Award Agreement]

Grant Detail	Value
Participant Name:	[Insert name of Participant]
Date of Grant:	[Insert date]
Number of Restricted Stock Units Granted:	[Insert number]
Vesting Commencement Date:	[Insert date]
Vesting Schedule:	[See Section 2 below, or as set forth in Appendix A attached hereto]
Dividend Equivalents:	[Applicable / Not Applicable — select one]
Vesting Date	Cumulative Percentage Vested	Incremental RSUs Vesting
1st Anniversary of Vesting Commencement Date	25%	[Insert number]
End of 5th Quarter	31.25%	[Insert number]
End of 6th Quarter	37.50%	[Insert number]
End of 7th Quarter	43.75%	[Insert number]
End of 8th Quarter	50.00%	[Insert number]
End of 9th Quarter	56.25%	[Insert number]
End of 10th Quarter	62.50%	[Insert number]
End of 11th Quarter	68.75%	[Insert number]
End of 12th Quarter	75.00%	[Insert number]
End of 13th Quarter	81.25%	[Insert number]
End of 14th Quarter	87.50%	[Insert number]
End of 15th Quarter	93.75%	[Insert number]
End of 16th Quarter	100.00%	[Insert number]

ARBOR HEALTH TECHNOLOGIES INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE 2024 EQUITY INCENTIVE PLAN
Form of Agreement
This is a blank form of Restricted Stock Unit Award Agreement (the "Agreement") adopted under the Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "Plan"), which was adopted by the Board of Directors of Arbor Health Technologies Inc. on January 15, 2024, and became effective upon the closing of the Company's initial public offering. This form is intended to be completed at the time of each individual grant of Restricted Stock Units by the Compensation Committee (or its authorized delegate) and delivered to the applicable Participant in connection with such grant. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
GRANT NOTICE
ARBOR HEALTH TECHNOLOGIES INC.
RESTRICTED STOCK UNIT AWARD
UNDER THE 2024 EQUITY INCENTIVE PLAN
Arbor Health Technologies Inc. (the "Company") hereby grants to the individual named below (the "Participant") an award of Restricted Stock Units ("RSUs") under the Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "Plan"), subject to the terms and conditions set forth in this Grant Notice, the Restricted Stock Unit Award Agreement attached hereto (including all appendices, the "Agreement"), and the Plan. The details of this award are as follows:
This Grant Notice, together with the Agreement (including all appendices and exhibits attached hereto) and the Plan, constitutes the entire agreement between the Participant and the Company regarding this award of RSUs and supersedes all prior oral and written agreements, promises, and representations between the Participant and the Company with respect to the subject matter hereof. By signing below (or by electronically accepting this award through the Company's equity plan administration platform), the Participant acknowledges that the Participant has received, read, and understands the terms and conditions of this Grant Notice, the Agreement, and the Plan, and agrees to be bound by the terms and conditions set forth therein. The Participant further acknowledges receipt of a copy of the Plan, the Plan prospectus, and the Agreement.
IMPORTANT: The Participant must accept this award within ninety (90) days following the Date of Grant. Failure to accept this award within such period may result in the forfeiture of this award, at the sole discretion of the Compensation Committee.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: [Insert name]
Title: [Insert title]
(Authorized officer of the Company, such as the Chief Executive Officer, Chief Financial Officer, General Counsel, or an authorized delegate of the Compensation Committee)
Date: ________
PARTICIPANT
________________________________________
Name: [Insert Participant name]
Date: ________
ARBOR HEALTH TECHNOLOGIES INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE 2024 EQUITY INCENTIVE PLAN
This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached, is entered into between Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and the Participant identified in the Grant Notice. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan or the Grant Notice, as applicable.
SECTION 1 — GRANT OF RESTRICTED STOCK UNITS
1.1 Grant. The Company hereby grants to the Participant, subject to the terms and conditions of this Agreement and the Plan, the number of RSUs set forth in the Grant Notice attached hereto. Each RSU represents the unfunded, unsecured right to receive one (1) share of the Company's common stock, par value $0.001 per share ("Common Stock"), subject to the vesting conditions, settlement terms, and other provisions set forth in this Agreement and the Plan. The RSUs are granted as of the Date of Grant set forth in the Grant Notice.
1.2 Nature of RSUs. The Participant acknowledges and agrees that the RSUs granted hereunder constitute unfunded, unsecured obligations of the Company. The RSUs do not represent actual shares of Common Stock, and the Participant shall have no rights as a stockholder of the Company with respect to the RSUs, including without limitation no voting rights, no right to receive dividends or other distributions, and no right to transfer or otherwise dispose of the RSUs prior to settlement, except as expressly provided in this Agreement or the Plan. The RSUs represent merely a contractual right to receive shares of Common Stock at a future date upon satisfaction of the conditions set forth herein. The RSUs shall not be treated as property for purposes of Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), until such time as shares of Common Stock are actually delivered to the Participant in settlement of vested RSUs.
1.3 Plan Governs. This Agreement is subject to and governed by the terms and conditions of the Plan, which is incorporated herein by reference as if set forth in full. The Participant acknowledges that the Participant has received a copy of the Plan and has had the opportunity to review its terms. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control and govern. The Compensation Committee shall have the authority to interpret and construe the Plan and this Agreement, and any such interpretation or construction by the Compensation Committee shall be final, binding, and conclusive on all parties.
1.4 Share Reserve. The Participant acknowledges that the RSUs granted hereunder are drawn from the share reserve established under the 2024 Equity Incentive Plan, which initially reserves 10,300,000 shares of Common Stock (representing approximately 10% of the Company's post-IPO outstanding shares of Common Stock) for issuance pursuant to awards granted under the Plan, subject to annual automatic increase on January 1 of each year during the term of the Plan pursuant to the Plan's evergreen provision, and subject to further adjustment as provided in the Plan in connection with changes in capitalization, reorganizations, and similar events.
SECTION 2 — VESTING
2.1 Vesting Schedule. The RSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice or in Appendix A attached hereto, in each case subject to the Participant's continued status as a Service Provider (as defined in the Plan) through each applicable vesting date. No RSUs shall vest after the date the Participant ceases to be a Service Provider, except as may be expressly provided in the Grant Notice, an applicable Appendix A, or an individual employment, offer letter, severance, or change in control agreement between the Participant and the Company or any of its Affiliates.
[The standard vesting schedule is as follows: twenty-five percent (25%) of the RSUs shall vest on the first anniversary of the Vesting Commencement Date, and the remaining seventy-five percent (75%) of the RSUs shall vest in twelve (12) equal quarterly installments over the following three (3) years, with each such quarterly installment vesting on the last day of each calendar quarter following such first anniversary, in each case subject to the Participant's continued status as a Service Provider through the applicable vesting date. The Compensation Committee may, in its sole discretion, specify alternative vesting schedules in the Grant Notice or Appendix A, including performance-based vesting criteria, milestone-based vesting, or any combination of time-based and performance-based vesting conditions.]
2.2 Cessation of Vesting Upon Termination. If the Participant's status as a Service Provider terminates for any reason whatsoever, whether voluntary or involuntary, with or without Cause (as defined in the Plan), and whether or not such termination is later determined to have been in breach of applicable local employment laws or the terms of any employment agreement, vesting of the RSUs shall immediately and permanently cease as of the date of such termination of service. All RSUs that have not vested as of the date of the Participant's termination of status as a Service Provider shall be immediately and automatically forfeited and cancelled without payment of any consideration by the Company, and neither the Participant nor any beneficiary, heir, executor, administrator, or legal representative of the Participant shall have any further rights with respect to such forfeited RSUs. For the avoidance of doubt, the Participant shall not earn or become entitled to any pro-rata or partial vesting of RSUs for any portion of a vesting period during which the Participant's service terminates, unless the Grant Notice or an applicable individual agreement expressly provides otherwise.
[The Compensation Committee may, in its sole discretion, provide in the Grant Notice, Appendix A, or an individual employment, offer letter, severance, or change in control agreement for accelerated vesting of all or a portion of the unvested RSUs upon certain termination events, including, without limitation, termination of the Participant's service by the Company without Cause, resignation by the Participant for Good Reason (as defined in the applicable agreement), or the Participant's death or Disability (as defined in the Plan). Any such accelerated vesting shall be subject to the terms and conditions specified by the Compensation Committee.]
2.3 Change in Control. The treatment of unvested RSUs upon a Change in Control (as defined in the Plan) shall be as set forth in the applicable provisions of the Plan, unless the Grant Notice, Appendix A, or an individual employment, severance, or change in control agreement between the Participant and the Company provides for different treatment. The Participant acknowledges that the Plan provides the Board or the Compensation Committee with discretion to determine the treatment of outstanding awards upon a Change in Control, including the authority to provide for assumption, continuation, or substitution of outstanding awards by the successor entity, or, in the event that outstanding awards are not assumed, continued, or substituted, to provide for full acceleration of vesting of all unvested RSUs immediately prior to the consummation of the Change in Control. If the Plan provides for accelerated vesting upon a Change in Control in the event that awards are not assumed or substituted, and the RSUs are not so assumed, continued, or substituted by the successor entity, then all unvested RSUs shall become fully vested immediately prior to the effective time of such Change in Control, subject to the consummation thereof.
2.4 Leave of Absence. In the event that the Participant takes an authorized leave of absence from the Company or any Affiliate, the vesting of the RSUs shall be suspended during the period of such leave of absence to the extent provided by the Company's leave of absence policy or as required by applicable law, unless the Compensation Committee determines otherwise in its sole discretion. For purposes of this Section 2.4, the Participant's status as a Service Provider shall be determined in accordance with the terms of the Plan and applicable Company policies regarding leaves of absence, and the Participant's service shall not be deemed to have terminated during any period of authorized leave of absence if the Participant has a contractual or statutory right to return to active service at the conclusion of such leave.
2.5 No Fractional Shares. In the event that the application of the vesting schedule set forth in the Grant Notice or Appendix A would result in the vesting of a fractional RSU on any particular vesting date, such fractional RSU shall be rounded down to the nearest whole RSU on each such vesting date; provided, however, that the final vesting tranche (i.e., the last installment of RSUs scheduled to vest under the applicable vesting schedule) shall be adjusted upward by the aggregate number of fractional RSU remainders from all prior vesting dates, so that the total number of RSUs that vest under this Agreement equals the total number of RSUs set forth in the Grant Notice (subject to any prior forfeitures).
SECTION 3 — SETTLEMENT OF VESTED RSUs
3.1 Settlement Timing. Vested RSUs shall be settled by the Company's delivery to the Participant (or to the Participant's designated brokerage account) of one (1) share of Common Stock for each vested RSU within sixty (60) days following the applicable vesting date on which such RSUs become vested, or, if earlier, within sixty (60) days following the date of the Participant's termination of service if accelerated vesting applies under the terms of this Agreement, the Grant Notice, or an applicable individual agreement. In no event shall settlement of any RSU occur later than sixty (60) days after the applicable vesting date (or the date of accelerated vesting, if applicable), and in all cases settlement shall be effected in a manner consistent with the requirements of Section 6 (Section 409A Compliance) of this Agreement.
3.2 Form of Settlement. Settlement of vested RSUs shall be made exclusively in whole shares of Common Stock. No fractional shares of Common Stock shall be issued upon settlement of the RSUs. In the event that the settlement of vested RSUs would otherwise result in the issuance of a fractional share of Common Stock, such fractional share shall be settled by the Company in a cash payment to the Participant equal to the fair market value of such fractional share (determined as of the applicable settlement date, based on the closing price of the Common Stock on the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed) on such date, or if such date is not a trading day, the immediately preceding trading day).
3.3 Delivery Mechanics. Shares of Common Stock deliverable upon settlement of vested RSUs shall be delivered in book-entry form through the Company's transfer agent, Continental Share Services, Inc. (or any successor transfer agent appointed by the Company), to the Participant's account maintained with the transfer agent or, at the Participant's election, to a brokerage account designated by the Participant in writing (or electronically through the Company's equity plan administration platform). In the Company's sole discretion, shares may alternatively be delivered in certificated form. The CUSIP number for the Company's Common Stock is [to be inserted at the time of issuance]. The Company shall bear all costs and expenses associated with the issuance and delivery of shares of Common Stock upon settlement, other than any brokerage commissions, transfer taxes, or similar costs that are the responsibility of the Participant.
3.4 Conditions to Delivery. Notwithstanding any other provision of this Agreement, the Company's obligation to deliver shares of Common Stock upon settlement of vested RSUs shall be subject to the satisfaction of each of the following conditions:
(a) the satisfaction of all applicable Tax Withholding Obligations as described in Section 5 of this Agreement;
(b) compliance with all applicable federal, state, local, and foreign securities laws and regulations, including without limitation the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state "blue sky" laws, and compliance with any applicable lock-up restrictions to which the Participant is subject in connection with the Company's initial public offering or any subsequent public offering;
(c) receipt by the Company of any representations, warranties, or agreements from the Participant that the Company or its counsel reasonably deems necessary or advisable to ensure compliance with applicable securities laws, including any investment representation letter or undertaking not to sell shares except in compliance with applicable law;
(d) the listing of the shares of Common Stock issuable upon settlement on the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed), to the extent required by the rules of such exchange; and
(e) the receipt of any other approvals, consents, or clearances from governmental authorities, regulatory bodies, or self-regulatory organizations that the Company reasonably determines are necessary or advisable in connection with the issuance of such shares.
If the Company determines that any of the foregoing conditions cannot be satisfied in a manner consistent with applicable law, the Company may delay the delivery of shares until such conditions have been satisfied, provided that any such delay shall be consistent with the requirements of Section 409A of the Code (or the applicable exemption therefrom).
3.5 Restrictions on Resale. The Participant acknowledges and agrees that any shares of Common Stock delivered upon settlement of vested RSUs may be subject to restrictions on resale, including without limitation restrictions under Rule 144 promulgated under the Securities Act, the Company's insider trading policy (as may be in effect and as may be amended from time to time), and any lock-up agreement or market standoff agreement to which the Participant is a party in connection with the Company's initial public offering or any subsequent public offering. The Participant agrees to comply with all such restrictions and to execute such additional documents and take such additional actions as the Company may reasonably request to give effect to such restrictions.
SECTION 4 — FORFEITURE
4.1 Forfeiture Events. All RSUs that have not vested as of the date of the occurrence of any of the following events shall be immediately and automatically forfeited and cancelled, without payment of any consideration by the Company, and neither the Participant nor any beneficiary, heir, executor, administrator, or legal representative of the Participant shall have any further rights with respect to such forfeited RSUs. The forfeiture events are as follows:
(a) the termination of the Participant's status as a Service Provider for any reason whatsoever, whether voluntary or involuntary, with or without Cause, and whether by action of the Company, the Participant, or by mutual agreement, including without limitation termination due to resignation, retirement, dismissal, death, Disability, or expiration of a service or consulting engagement;
(b) a breach by the Participant of any restrictive covenant, confidentiality, non-disclosure, non-competition, non-solicitation, invention assignment, or similar agreement between the Participant and the Company or any of its Affiliates, whether such agreement is contained in a standalone agreement, an employment or offer letter, or any other written instrument; or
(c) such other forfeiture event as the Compensation Committee may specify in the Grant Notice, Appendix A, or any applicable individual agreement between the Participant and the Company.
For the avoidance of doubt, forfeiture of unvested RSUs pursuant to this Section 4.1 shall be automatic and shall not require any action by the Company, the Compensation Committee, or the Participant.
4.2 Clawback. The Participant acknowledges and agrees that the RSUs granted hereunder and any shares of Common Stock (or cash proceeds derived therefrom) delivered in settlement of vested RSUs shall be subject to any clawback, forfeiture, recoupment, or similar policy that may be adopted by the Company from time to time, including without limitation any policy adopted by the Company to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 10D-1 promulgated thereunder, and any applicable listing standards of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed) regarding the recovery of erroneously awarded compensation. The Participant agrees to promptly return to the Company any shares of Common Stock, cash, or other compensation subject to clawback or recoupment pursuant to any such policy, and the Participant's acceptance of this award constitutes the Participant's agreement to be bound by the terms of any such policy as may be adopted or amended by the Company from time to time. By accepting this award, the Participant further acknowledges that the Company may, without the Participant's consent, amend this Agreement or take other action as it deems necessary or appropriate to comply with any such policy or any applicable law or regulation.
SECTION 5 — TAX WITHHOLDING
5.1 Withholding Obligation. The Participant acknowledges and agrees that the vesting and/or settlement of the RSUs may give rise to "wages" or other compensation income subject to withholding. The Company (or, if different, the Participant's employer) shall be required to withhold applicable federal, state, local, and foreign income taxes, social security taxes, Medicare taxes, FICA taxes, employment taxes, and any other taxes or amounts required to be withheld by law (collectively, "Tax Withholding Obligations") in connection with the vesting and/or settlement of the RSUs. The Company shall have the right and authority to deduct or withhold from any compensation or other amounts payable to the Participant, or to require the Participant to remit to the Company, an amount sufficient to satisfy all Tax Withholding Obligations arising in connection with the RSUs. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to deliver any shares of Common Stock to the Participant or any other person until all Tax Withholding Obligations have been satisfied in full.
5.2 Methods of Satisfaction. The Participant may satisfy the Tax Withholding Obligations arising in connection with the vesting and/or settlement of the RSUs by one or more of the following methods, as may be permitted by the Compensation Committee in its sole discretion:
(a) Share Withholding (Net Settlement). The Company shall withhold from the shares of Common Stock otherwise deliverable to the Participant upon settlement of the vested RSUs a number of whole shares of Common Stock having an aggregate fair market value (determined as of the applicable settlement date) sufficient to satisfy the applicable Tax Withholding Obligations, but not exceeding the amount determined by applying the maximum individual statutory withholding rate in the applicable jurisdiction(s) to the income recognized by the Participant in connection with such vesting and settlement. Unless the Participant elects an alternative method of satisfaction that is approved by the Compensation Committee, share withholding shall be the default method for satisfying Tax Withholding Obligations. For Participants who are subject to lock-up agreements in connection with the Company's initial public offering, the Company may withhold shares for tax purposes with respect to vesting RSUs consistent with any exception to the lock-up restrictions that permits the withholding of up to ten percent (10%) of locked-up shares for tax withholding on vesting equity awards.
(b) Cash Payment. The Participant may make payment to the Company in cash or cash equivalent (including by personal check, cashier's check, or wire transfer of immediately available funds) in an amount equal to the applicable Tax Withholding Obligations. Any such payment must be received by the Company on or before the applicable settlement date.
(c) Broker-Assisted Sale (Sell-to-Cover). The Participant may deliver to the Company an irrevocable instruction to a securities broker approved by the Company (a "sell-to-cover" arrangement) to sell a sufficient number of shares of Common Stock deliverable upon settlement of the vested RSUs and to deliver to the Company an amount of the sale proceeds sufficient to satisfy the applicable Tax Withholding Obligations, net of any brokerage commissions and transaction costs. Any sell-to-cover arrangement must comply with all applicable securities laws and regulations, the Company's insider trading policy, and any lock-up or market standoff restrictions then in effect.
(d) Other Methods. Any other method of satisfying Tax Withholding Obligations that is approved by the Compensation Committee, which may include, without limitation, payroll deduction, deduction from other compensation payable to the Participant by the Company, or any combination of the foregoing methods.
5.3 Responsibility of Participant. The Participant acknowledges that, regardless of any action taken by the Company or any Affiliate with respect to Tax Withholding Obligations, the ultimate liability for all federal, state, local, and foreign income taxes, social security contributions, employment taxes, and any other tax-related items legally applicable to the Participant in connection with the RSUs (the "Tax-Related Items") is and remains the Participant's sole responsibility. The Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting, settlement, or subsequent sale of shares of Common Stock acquired upon settlement, and the receipt of any dividend equivalents; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for Tax-Related Items or to achieve any particular tax result. The Participant is strongly encouraged to consult with the Participant's own personal tax, financial, and legal advisors regarding the tax consequences of the RSUs before accepting this award and before taking any action with respect to the RSUs.
5.4 Section 83 Treatment. The Participant acknowledges that no election under Section 83(b) of the Code is available with respect to RSUs granted hereunder. RSUs do not constitute "property" for purposes of Section 83 of the Code until such time as shares of Common Stock are actually delivered to the Participant in settlement of vested RSUs. Accordingly, any attempt by the Participant to file an election under Section 83(b) of the Code with respect to the RSUs shall be ineffective and of no force or effect.
SECTION 6 — SECTION 409A COMPLIANCE
6.1 Intent to Comply. This Agreement, the Grant Notice, and the RSUs granted hereunder are intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other authoritative guidance promulgated thereunder (collectively, "Section 409A"), including, without limitation, the short-term deferral exemption described in Treasury Regulation Section 1.409A-1(b)(4). This Agreement shall be interpreted, construed, and administered in a manner consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Participant or any other individual to the Company or any of its Affiliates, employees, directors, or agents. Neither the Company nor any Affiliate shall have any obligation to indemnify or hold harmless the Participant or any other person for any taxes, penalties, interest, or other amounts imposed under Section 409A.
6.2 Short-Term Deferral Exemption. The RSUs and the settlement thereof are intended to qualify for the short-term deferral exemption from the requirements of Section 409A as set forth in Treasury Regulation Section 1.409A-1(b)(4). Accordingly, the RSUs are intended to be settled on or before the fifteenth (15th) day of the third (3rd) month following the end of the later of (a) the Participant's first taxable year in which the RSUs are no longer subject to a "substantial risk of forfeiture" (within the meaning of Section 409A), or (b) the Company's first taxable year in which the RSUs are no longer subject to a substantial risk of forfeiture. The sixty (60)-day settlement window set forth in Section 3.1 of this Agreement is specifically designed to ensure compliance with the short-term deferral exemption, and the Company shall use commercially reasonable efforts to effect settlement within such period.
6.3 Separation from Service. To the extent that any payment or benefit under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A that is payable upon, or by reference to, the Participant's termination of service (or any similar term), such payment or benefit shall be made or provided only upon the Participant's "separation from service" within the meaning of Section 409A (a "Separation from Service"), as determined by the Company in accordance with its established policies and procedures for making such determinations under Section 409A.
6.4 Specified Employee Delay. Notwithstanding any provision of this Agreement to the contrary, if at the time of the Participant's Separation from Service, the Participant is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code (as determined by the Company in accordance with the Company's established methodology for identifying specified employees), and any payment or benefit under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A that becomes payable on account of such Separation from Service, then such payment or benefit shall not be made or provided until the earlier of (a) the first business day following the expiration of six (6) months from the date of the Participant's Separation from Service, or (b) the date of the Participant's death (such earlier date, the "Specified Employee Payment Date"). Any payments or benefits that are delayed pursuant to this Section 6.4 shall be accumulated without interest and paid or provided to the Participant (or, in the event of the Participant's death, to the Participant's estate or designated beneficiary) in a single lump sum on the Specified Employee Payment Date.
6.5 No Acceleration. The Company shall not accelerate the time or schedule of any payment under this Agreement that constitutes "nonqualified deferred compensation" within the meaning of Section 409A, except as permitted under Section 409A and the Treasury Regulations promulgated thereunder, including, without limitation, Treasury Regulation Section 1.409A-3(j)(4).
6.6 Installment Payments. For purposes of Section 409A, each installment of shares of Common Stock (and any cash amounts) deliverable under this Agreement shall be treated as a separate "payment" within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii). Accordingly, the right to receive each installment of shares shall not be treated as a right to receive a series of payments for purposes of Section 409A.
6.7 Amendments for Compliance. The Company reserves the right, but shall not be obligated, to amend this Agreement, the Grant Notice, or any appendix hereto, without the consent of the Participant, to the extent that the Company determines, in its sole discretion, that such amendment is necessary or advisable to comply with Section 409A or to avoid the imposition of additional taxes, penalties, or interest under Section 409A. Any such amendment shall be made in a manner that preserves, to the maximum extent practicable, the original intent and economic benefit of the affected provision without materially increasing the cost to the Company. The Participant acknowledges and agrees that the Company makes no guarantee that the RSUs or any payments hereunder will be exempt from or comply with Section 409A.
SECTION 7 — RIGHTS AS A STOCKHOLDER
7.1 No Stockholder Rights Prior to Settlement. The Participant shall have no rights as a stockholder of the Company with respect to the shares of Common Stock underlying the RSUs unless and until such shares of Common Stock are actually delivered to the Participant in settlement of vested RSUs in accordance with Section 3 of this Agreement. Prior to such delivery, the Participant shall have no right to vote, no right to receive dividends or other distributions, and no other rights of a stockholder with respect to any shares of Common Stock underlying the RSUs, regardless of whether such RSUs have vested. Without limiting the generality of the foregoing, no adjustment shall be made for dividends, distributions, or other rights for which the record date occurs prior to the date on which shares are actually delivered in settlement of vested RSUs, except as expressly provided in Section 7.2 below.
7.2 Dividend Equivalents. If the Grant Notice specifies that dividend equivalents are applicable with respect to this award, then during the period commencing on the Date of Grant and ending on the earlier of (a) the date on which the shares of Common Stock underlying the RSUs are delivered in settlement thereof, or (b) the date on which the RSUs are forfeited, the Participant shall be entitled to receive dividend equivalents equal to the amount of any cash dividends declared and paid by the Company on an equivalent number of shares of Common Stock. Such dividend equivalents shall be subject to the same vesting and forfeiture conditions as the underlying RSUs to which they relate and shall be accumulated (without interest) and paid to the Participant in cash upon the settlement of the related vested RSUs. No dividend equivalents shall accrue or be paid with respect to any RSUs that are forfeited, and any dividend equivalents attributable to such forfeited RSUs shall be immediately and automatically forfeited without consideration.
If the Grant Notice specifies that dividend equivalents are not applicable with respect to this award, then no dividend equivalents shall be credited, accrued, or paid with respect to the RSUs granted hereunder.
SECTION 8 — NON-TRANSFERABILITY
8.1 Restrictions on Transfer. The RSUs granted hereunder may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of in any manner, whether voluntarily, involuntarily, or by operation of law, other than by will or the laws of descent and distribution. No right or interest of the Participant in the RSUs shall be subject to any lien, obligation, or liability of the Participant, and no assignment or transfer of the RSUs in violation of this Section 8.1 shall be effective or recognized by the Company. The RSUs may be settled only during the lifetime of the Participant, and only to the Participant (or, in the event of the Participant's legal incapacity, to the Participant's legally appointed guardian or representative), except as provided in Section 8.3 below regarding beneficiary designations in the event of the Participant's death.
8.2 Void Transfers. Any attempted sale, assignment, transfer, pledge, hypothecation, encumbrance, or other disposition of the RSUs in violation of this Section 8 shall be null and void and of no force or effect. The Company shall not be required to recognize any such attempted transfer on its books and records and shall have no obligation to give effect thereto.
8.3 Beneficiary Designation. The Participant may designate one or more beneficiaries to receive any shares of Common Stock deliverable upon settlement of vested RSUs in the event of the Participant's death, by completing and filing with the Company's Human Resources department or designated equity plan administrator a beneficiary designation form in such form as may be prescribed by the Company from time to time. The Participant may revoke or change any beneficiary designation at any time by filing a new beneficiary designation form with the Company. In the event of the Participant's death, if no valid beneficiary designation is then on file with the Company, or if the designated beneficiary has predeceased the Participant or otherwise cannot be located, settlement of vested RSUs shall be made to the Participant's estate.
SECTION 9 — RESTRICTIVE LEGENDS AND COMPLIANCE
9.1 Legends. The Participant acknowledges and agrees that any shares of Common Stock delivered in settlement of vested RSUs may bear such restrictive legends as the Company and its counsel deem necessary or advisable under applicable securities laws, rules, and regulations, including without limitation:
(a) a legend referencing the restrictions on transfer applicable to the shares under the Securities Act of 1933, as amended, and any applicable state securities or "blue sky" laws, including a legend substantially to the effect that the shares have not been registered under the Securities Act and may not be offered, sold, or otherwise transferred except in compliance with the Securities Act and applicable state securities laws;
(b) a legend referencing any lock-up agreement, market standoff agreement, or similar contractual restriction on transfer then in effect with respect to the Participant or the shares; and
(c) a legend referencing the Company's insider trading policy and any other applicable trading restrictions.
The Company reserves the right to add, modify, or remove any such legends at any time as it deems necessary or appropriate.
9.2 Stop-Transfer Instructions. The Participant agrees that the Company may, and hereby authorizes the Company to, issue stop-transfer instructions to its transfer agent with respect to any shares of Common Stock delivered upon settlement of vested RSUs that are subject to any of the restrictions described in Section 9.1 above, until such time as such restrictions have been satisfied or have lapsed in accordance with their terms. The Participant shall cooperate with the Company and the transfer agent in connection with the imposition and removal of any such stop-transfer instructions.
9.3 Compliance with Laws. The grant of RSUs hereunder and the issuance and delivery of shares of Common Stock upon settlement thereof are subject to compliance with all applicable federal, state, local, and foreign laws, rules, and regulations, including without limitation all applicable securities laws and regulations and the rules of the New York Stock Exchange (or such other national securities exchange on which the Common Stock is then listed), and to the receipt of any approvals, consents, clearances, or registrations from governmental authorities or regulatory bodies that the Company, in its sole discretion, deems necessary or advisable in connection therewith. If the Company determines that the issuance or delivery of shares would violate applicable law or the rules of any applicable securities exchange, the Company may delay such issuance or delivery until such time as the Company determines that such issuance or delivery can be effected in compliance with all applicable requirements.
SECTION 10 — ADJUSTMENTS
10.1 Capitalization Adjustments. In the event of any change in the number or kind of outstanding shares of Common Stock by reason of any stock split, reverse stock split, stock dividend, combination, recapitalization, reclassification, reorganization, merger, consolidation, spin-off, exchange of shares, issuance of warrants or rights to purchase shares, or any other change in the corporate structure or capitalization of the Company affecting the shares of Common Stock, the number and kind of shares subject to the RSUs (and, if applicable, any performance metrics, targets, or conditions applicable to the vesting of the RSUs) shall be equitably and proportionately adjusted by the Compensation Committee in accordance with the adjustment provisions of the Plan, and such adjustment shall be final, binding, and conclusive on all parties. No fractional shares shall be issued as a result of any such adjustment, and the Compensation Committee shall determine the treatment of any fractional share resulting from such adjustment in its sole discretion.
SECTION 11 — MISCELLANEOUS PROVISIONS
11.1 Entire Agreement. This Agreement, including the Grant Notice and all appendices and exhibits attached hereto, together with the Plan, constitutes the entire agreement between the Company and the Participant with respect to the RSUs granted hereunder and the subject matter of this Agreement. This Agreement supersedes all prior and contemporaneous oral and written agreements, discussions, negotiations, commitments, representations, warranties, and understandings between the Company and the Participant relating to the subject matter hereof. In the event of any conflict between this Agreement and the terms of any employment agreement, offer letter, severance agreement, or change in control agreement between the Participant and the Company or any Affiliate, the terms of such individual agreement shall control to the extent such agreement expressly provides for treatment of equity awards in connection with the matters addressed therein (e.g., accelerated vesting upon termination or change in control), but in all other respects, this Agreement and the Plan shall govern.
11.2 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both the Company (acting through the Compensation Committee or its authorized delegate) and the Participant, or as otherwise permitted under Section 6.7 of this Agreement (amendments for Section 409A compliance) or the applicable provisions of the Plan. No amendment, modification, or supplement of this Agreement shall be effective unless it is in writing and signed by the parties, except as expressly permitted herein or in the Plan.
11.3 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the substantive laws of any other jurisdiction.
11.4 Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement, the Grant Notice, the Plan, or the RSUs shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, in another court of the State of Delaware or the United States District Court for the District of Delaware), and each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of such courts for such purposes. The Participant and the Company each hereby irrevocably waive any objection that they may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
11.5 Severability. If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by applicable law while preserving, to the greatest extent possible, the intent of the original provision.
11.6 Waiver. No waiver by either party of any breach of, or failure to comply with, any provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or at any prior or subsequent time, nor shall the failure of or delay by either party in exercising any right, power, or privilege hereunder operate as a waiver thereof. No waiver shall be effective unless it is in writing and signed by the party granting the waiver. A waiver of any particular breach or default under this Agreement shall not be construed as a continuing waiver or as a waiver of any subsequent breach or default.
11.7 Notices. All notices, requests, demands, claims, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered personally; (b) when sent by email (with confirmation of receipt); (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking confirmation); or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid. Notices to the Company shall be addressed as follows:
Arbor Health Technologies Inc. 200 Innovation Drive, Suite 1400 Wilmington, Delaware 19801
Attention: General Counsel & Corporate Secretary
Email: legalnotices@arborhealth.com
Notices to the Participant shall be addressed to the Participant at the most recent address on file with the Company's Human Resources department (or, if the Participant has provided a different address in writing to the Company for purposes of notices under this Agreement, to such other address). Either party may change the address to which notices are to be delivered by providing written notice of such change to the other party in accordance with this Section 11.7.
11.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of (a) the Company and its successors and assigns (including any entity that acquires all or substantially all of the assets or business of the Company, whether by merger, consolidation, acquisition of assets, or otherwise), and (b) the Participant and the Participant's heirs, executors, administrators, legal representatives, and permitted successors and assigns. The Company may assign this Agreement and its rights and obligations hereunder to any successor entity without the consent of the Participant, provided that such successor entity assumes the Company's obligations under this Agreement. The Participant may not assign or transfer this Agreement or any rights hereunder, except as expressly permitted under Section 8 of this Agreement.
11.9 No Right to Continued Service. Nothing in this Agreement, the Grant Notice, or the Plan shall be construed as conferring upon the Participant any right to continue as a Service Provider of the Company or any Affiliate, or as limiting or restricting in any way the right of the Company or any Affiliate to terminate the Participant's status as a Service Provider at any time, for any reason or no reason, with or without Cause, and with or without notice, subject to applicable law and the terms of any written employment or service agreement between the Participant and the Company or any Affiliate. The grant of RSUs hereunder shall not be construed as creating any obligation on the part of the Company to grant any future awards to the Participant, and the Participant shall have no right or expectation to receive any future awards.
11.10 Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use, processing, and transfer of personal data as described in this Section 11.10. The Participant understands that the Company and its Affiliates hold certain personal information about the Participant, including without limitation the Participant's name, home address, email address, telephone number, date of birth, social security number (or equivalent national identification number), tax identification number, compensation data, and details of all RSUs or other equity awards granted, cancelled, vested, unvested, or settled in the Participant's favor (collectively, "Personal Data"), for the purpose of implementing, administering, and managing the Plan and this Agreement. The Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration, and management of the Plan, including the Company's equity plan administrator, transfer agent, legal counsel, accountants, and tax advisors, and that these recipients may be located in the Participant's country or elsewhere. The Participant authorizes such recipients to receive, possess, use, retain, and transfer the Personal Data, in electronic or other form, for the purposes described herein.
11.11 Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and the RSUs granted hereunder, including without limitation the Plan, the Plan prospectus, this Agreement, the Grant Notice, account statements, and any other documents that the Company is required or elects to deliver to the Participant, by electronic means, including via email, posting on the Company's intranet, or through an on-line or electronic equity plan administration system established and maintained by the Company or a third-party administrator designated by the Company. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan and accept the RSUs through any such on-line or electronic system. The Participant acknowledges that the Participant's electronic acceptance of this award shall have the same force and effect as if the Participant had signed and delivered this Agreement and the Grant Notice in person.
11.12 Insider Trading Policy. The Participant acknowledges that the Participant has received a copy of, or has been provided access to, the Company's insider trading policy, as may be in effect from time to time (the "Insider Trading Policy"), and that the Participant is subject to the terms and conditions of the Insider Trading Policy with respect to any transactions involving shares of Common Stock, including shares acquired upon settlement of vested RSUs. The Participant agrees to comply with the Insider Trading Policy at all times and understands that failure to comply with the Insider Trading Policy may result in disciplinary action, including termination of service, and may subject the Participant to civil and criminal penalties under applicable securities laws.
11.13 Section 162(m). To the extent applicable, the Compensation Committee may designate the RSUs, or any performance-based vesting conditions applicable thereto, in a manner intended to preserve the deductibility of compensation paid to the Participant to the maximum extent permitted under Section 162(m) of the Code, as modified by the Tax Cuts and Jobs Act of 2017 and any subsequent legislation or regulatory guidance, including during any applicable transition period for newly public companies. Notwithstanding the foregoing, the Company makes no representation or warranty regarding the tax deductibility of any compensation paid to the Participant in connection with the RSUs, and the Participant acknowledges that the Company may elect to grant RSUs or structure awards in a manner that does not qualify for any exemption from the deduction limitations of Section 162(m).
11.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile, portable document format (.pdf), or other electronic means shall be deemed to be, and shall have the same force and effect as, execution and delivery of an original.
APPENDIX A
VESTING SCHEDULE
Participant Name: [Insert name of Participant]
Date of Grant: [Insert date]
Number of Restricted Stock Units Granted: [Insert number]
Vesting Commencement Date: [Insert date]
Vesting Schedule:
[To be completed at the time of grant. Insert the vesting schedule applicable to the individual Participant, which may include time-based vesting, performance-based vesting, or a combination thereof, as determined by the Compensation Committee.]
Standard Time-Based Vesting Schedule (if applicable):
Twenty-five percent (25%) of the RSUs shall vest on the first anniversary of the Vesting Commencement Date. The remaining seventy-five percent (75%) of the RSUs shall vest in twelve (12) equal quarterly installments over the three (3)-year period following such first anniversary, with each such quarterly installment vesting on the last day of each successive calendar quarter following the first anniversary of the Vesting Commencement Date, in each case subject to the Participant's continued status as a Service Provider through the applicable vesting date.
Performance-Based Vesting Criteria (if applicable):
[Insert applicable performance metrics, performance targets, performance measurement period, threshold/target/maximum achievement levels, and any other terms and conditions applicable to the performance-based vesting of the RSUs, as determined by the Compensation Committee. Specify the methodology for determining the number of RSUs that will vest based on the level of achievement of the applicable performance criteria.]
APPENDIX B
PLAN DOCUMENT REFERENCE
The Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "Plan") is incorporated by reference into this Restricted Stock Unit Award Agreement and is made a part hereof as if set forth in full. A copy of the Plan has been previously delivered to the Participant, is available on the Company's equity plan administration platform, and may also be obtained at any time by written request to the Company at the following address:
Arbor Health Technologies Inc. 200 Innovation Drive, Suite 1400 Wilmington, Delaware 19801
Attention: General Counsel & Corporate Secretary
Email: legalnotices@arborhealth.com
The Plan was adopted by the Board of Directors of Arbor Health Technologies Inc. on January 15, 2024, and became effective upon the closing of the Company's initial public offering. The Participant acknowledges receipt of a copy of the Plan and the related Plan prospectus prepared by the Company in compliance with the registration requirements of the Securities Act of 1933, as amended.
In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control and govern.
[End of Restricted Stock Unit Award Agreement]
Grant Detail | Value
Participant Name: | [Insert name of Participant]
Date of Grant: | [Insert date]
Number of Restricted Stock Units Granted: | [Insert number]
Vesting Commencement Date: | [Insert date]
Vesting Schedule: | [See Section 2 below, or as set forth in Appendix A attached hereto]
Dividend Equivalents: | [Applicable / Not Applicable — select one]
Vesting Date | Cumulative Percentage Vested | Incremental RSUs Vesting
1st Anniversary of Vesting Commencement Date | 25% | [Insert number]
End of 5th Quarter | 31.25% | [Insert number]
End of 6th Quarter | 37.50% | [Insert number]
End of 7th Quarter | 43.75% | [Insert number]
End of 8th Quarter | 50.00% | [Insert number]
End of 9th Quarter | 56.25% | [Insert number]
End of 10th Quarter | 62.50% | [Insert number]
End of 11th Quarter | 68.75% | [Insert number]
End of 12th Quarter | 75.00% | [Insert number]
End of 13th Quarter | 81.25% | [Insert number]
End of 14th Quarter | 87.50% | [Insert number]
End of 15th Quarter | 93.75% | [Insert number]
End of 16th Quarter | 100.00% | [Insert number]

ARBOR HEALTH TECHNOLOGIES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE 2024 EQUITY INCENTIVE PLAN

GRANT NOTICE

ARBOR HEALTH TECHNOLOGIES INC.

RESTRICTED STOCK UNIT AWARD

UNDER THE 2024 EQUITY INCENTIVE PLAN

ARBOR HEALTH TECHNOLOGIES INC.

PARTICIPANT

ARBOR HEALTH TECHNOLOGIES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE 2024 EQUITY INCENTIVE PLAN

APPENDIX A

VESTING SCHEDULE

APPENDIX B

PLAN DOCUMENT REFERENCE

Record

Parties

Dates

Amounts