Contract analysis

I. PURPOSE OF THIS NOTICE Calderwood & Harkness LLP has been retained by Arbor Health Technologies Inc. ("AHT" or the "Company") in connection with anticipated litigation against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer. This litigation arises from breaches of the Separation Agreement and General Release dated August 9, 2024 (with an effective date of August 30, 2024) (the "Separation Agreemen

1. Breach of Contract (Non-Disparagement): Farris's public statements on social media platforms and in podcast appearances constituting material violations of the non-disparagement provisions of the Separation Agreement;

2. Breach of Contract (Confidentiality): Farris's disclosure of confidential and proprietary Company information, including non-public financial metrics and internal business data, in violation of the confidentiality provisions of the Separation Agreement and his prior Employment Agreement;

3. Breach of Contract (Non-Solicitation of Clients): Farris's direct and indirect solicitation of at least four enterprise client accounts of AHT in violation of the client non-solicitation provisions of the Separation Agreement;

4. Breach of Contract (Non-Solicitation of Employees): Farris's solicitation of AHT employees Renata Solis and Jerome Ashworth in violation of the employee non-solicitation provisions of the Separation Agreement;

5. Violation of the Massachusetts Trade Secrets Act (M.G.L. c. 93, § 42): Farris's misappropriation and public disclosure of AHT's trade secrets and confidential business information;

6. Tortious Interference with Business Relations: Farris's intentional and improper interference with AHT's existing and prospective contractual relationships with enterprise clients; and

7. Defamation and Business Disparagement: Farris's publication of false and misleading statements of fact concerning AHT's financial performance, data quality, and business practices. Under Massachusetts and federal law, AHT has a legal obligation to preserve all documents and electronically stored information ("ESI") that are potentially relevant to this litigation from the moment litigation is reasonably anticipate

II. LEGAL OBLIGATION TO PRESERVE — CONSEQUENCES OF NON-COMPLIANCE All recipients of this notice must take immediate steps to identify and preserve all potentially relevant materials in their possession, custody, or control, as described in detail in Sections IV and V below. The duty to preserve evidence once litigation is reasonably anticipated is well established under both Massachusetts law and federal law. Courts

III. SCOPE OF THE LITIGATION HOLD — RELEVANT TIME PERIOD The preservation obligation covers all documents and ESI dating from January 1, 2020 through the present date, and the obligation continues on a going-forward basis until the hold is formally lifted in accordance with the procedures described in Section VII below. All documents and ESI created, received, modified, or stored within this time frame that fall with

IV. CATEGORIES OF DOCUMENTS AND ESI TO BE PRESERVED The following categories describe the types of documents and ESI that must be preserved. This list is intended to be comprehensive but is not necessarily exhaustive. If you are aware of materials that do not fall neatly within one of the categories below but that may be relevant to the claims, defenses, or facts at issue in this litigation, those materials should al

1. The original offer letter extended to Farris and any related pre-employment correspondence, including communications with any executive recruitment firms involved in his hiring;

2. Farris's Employment Agreement and all amendments, addenda, side letters, or modifications thereto, including any restrictive covenant agreements, non-competition agreements, non-solicitation agreements, confidentiality and non-disclosure agreements, and invention assignment agreements executed during his employment;

3. All compensation records, including records reflecting Farris's base salary (which reached $385,000 per year in his final year of employment), all annual and quarterly bonus records and calculations, and all equity grant documentation, including the grant of 62,500 stock options at a strike price of $4.80 per share, the applicable stock option agreement, the governing equity incentive plan, and all records from AH

4. All performance reviews, performance evaluations, 360-degree feedback reports, management assessments, performance improvement plans, and any other documentation relating to Farris's job performance during his tenure at AHT;

5. Complete Human Resources files maintained for Farris, including all personnel records, benefits enrollment forms, disciplinary records, internal complaints or investigations involving Farris, and any records of counseling, coaching, or corrective action;

6. All documents and communications relating to the decision to terminate or separate Farris from AHT, including all internal deliberations, memoranda, strategy documents, and communications among AHT management, Human Resources, and in-house or outside legal counsel regarding the circumstances of Farris's departure;

7. The Separation Agreement and General Release dated August 9, 2024, including all drafts, redlined versions, blacklined versions, term sheets, negotiation correspondence, and internal deliberation documents produced during the negotiation of that agreement;

8. Records relating to the statutory periods applicable to the Separation Agreement: the twenty-one (21) day consideration period (Farris signed the agreement on August 26, 2024), the seven (7) day revocation period (which expired without revocation on August 30, 2024, rendering the agreement effective), and all communications with Farris or his counsel during those periods;

9. All records relating to the separation consideration provided to Farris under the Separation Agreement, specifically including: (a) $577,500 in cash severance — all payment records, payroll records, wire transfer confirmations, and tax withholding documentation; (b) $2,187 per month in COBRA premium subsidies, totaling $39,366, including all COBRA election forms, premium payment records, and correspondence with th

1. Email communications: All email messages (internal and external) sent to, received from, copied (cc or bcc) to, or referencing Farris by name, title, or employee identifier, across all AHT email systems, including primary email accounts, archived mailboxes, journaled email repositories, litigation hold archives, and backup email systems. Searches should be conducted using the terms "Farris," "Desmond," "Des," "CRO

2. Internal messaging platforms: All messages, threads, channels, direct messages, and group messages on Meridian Solutions, Northgate Data Systems, or any other internal or enterprise messaging platform used by AHT that involve Farris as a participant or that reference Farris. This includes messages in both active and archived channels;

3. Text messages and mobile messaging: All text messages (SMS and MMS), Ashbury Health IT, Meridian Services Inc. messages, signal messages, and communications through any other mobile or encrypted messaging application exchanged between any AHT personnel and Farris, or among AHT personnel that reference Farris;

4. Voicemail: All voicemail recordings left by Farris on any AHT telephone system, and all voicemail recordings left by AHT personnel for Farris, to the extent such recordings are still in existence;

5. Calendar and scheduling records: All calendar entries, meeting invitations, meeting acceptances and declines, and meeting notes or minutes relating to meetings involving or referencing Farris;

6. Post-separation communications: All communications of any kind between any AHT personnel and Farris occurring after August 30, 2024 (the effective date of the Separation Agreement), regardless of the medium, platform, or format of such communications. C. Records of Farris's Post-Separation Public Statements (Disparagement Evidence) AHT has identified a series of public statements made by Farris following his separ

1. All preserved screenshots, printouts, web archives, digital captures, PDF exports, or other documentation of Farris's posts on Westmark Health IT, specifically including but not limited to the posts dated November 3, 2024, November 18, 2024, and February 3, 2025, as well as Farris's post on X (formerly Fenmore Solutions) dated December 12, 2024. This includes all comments, replies, shares, reposts, likes, and enga

2. All preserved recordings (audio or video), transcripts, show notes, summaries, or internal notes relating to Farris's appearances on the podcast The Digital Health Download (episode aired January 15, 2025) and the podcast HealthTech Insider (episode aired March 4, 2025);

3. Coordination with Stonebridge Investigative Group LLC: AHT retained Stonebridge Investigative Group LLC on October 10, 2025 for the purpose of forensic evidence preservation relating to Farris's public statements and online activity. The principal contact at Stonebridge is Karen Velasco, Principal, located at 50 Milk Street, Suite 1600, Boston, MA 02109. Marcus Tremblay and the IT Department should coordinate with

4. All internal communications, memoranda, reports, analyses, or assessments discussing, analyzing, or responding to Farris's public statements, whether prepared by AHT employees, AHT's marketing or communications team, AHT's public relations firm(s), or AHT's legal team;

5. All communications with AHT's customers, prospective customers, investors, board members, business partners, or other third parties regarding, referencing, or prompted by Farris's public statements. D. Client Account Records — Solicited Clients AHT has identified four enterprise clients whom Farris is alleged to have solicited in violation of the non-solicitation provisions of the Separation Agreement. Complete ac

1. Lakeview Regional Health System (Cleveland, Ohio) • Annual Contract Value ("ACV"): $4.3 million per year • Contract renewal date: April 1, 2025 • Lakeview issued a formal non-renewal notice dated October 28, 2025 • Primary contact: Dr. Nina Castellano, Vice President, Population Health • Preserve all communications with Dr. Castellano and any other Lakeview contacts • Preserve all internal account team communicati

2. Prairieland Medical Group, P.C. (Omaha, Nebraska) • ACV: $2.1 million per year • Contract renewal date: July 1, 2025 • Primary contact: Thomas Rourke, Chief Executive Officer • Preserve all communications with Mr. Rourke and any other Prairieland contacts • Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records • Preserve all evidence of Farris's so

3. Summit Atlantic Health Partners, LLC (Richmond, Virginia) • ACV: $3.7 million per year • Contract renewal date: September 1, 2025 • Primary contact: Angela Firth, Chief Operating Officer • Preserve all communications with Ms. Firth and any other Summit Atlantic contacts • Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records • Preserve all evidence

4. Northbridge Community Health Network (Portland, Maine) • ACV: $1.6 million per year • Contract expired March 1, 2025 — non-renewal confirmed • Northbridge executed a new agreement with Meridian Healthworks, Inc. on March 15, 2025 • Primary contact: William Okafor, Chief Technology Officer • Preserve all communications with Mr. Okafor and any other Northbridge contacts • Preserve all internal account team communica

1. All data maintained in Pinnacle Health IT, HubSpot, or any other CRM system used by AHT reflecting AHT's sales pipeline, opportunity stages, deal values, close dates, probability assessments, and related metrics from Q1 FY 2024 through the present date, including all historical snapshots, audit logs, change histories, and archived records;

2. Pipeline conversion rate data and all underlying calculations, reports, and dashboards supporting the following metrics: a baseline conversion rate of 34% as of Q3 FY 2024 and a post-disparagement conversion rate of 21% as of Q1 FY 2025, representing a decline of approximately 13 percentage points. All data, analyses, and reports used to calculate, verify, or present these conversion rates must be preserved;

3. All deal-loss feedback records, including any written or oral feedback received from prospective clients citing "market concerns about Arbor's data quality," reputational concerns, or similar language traceable to Farris's public statements;

4. All win/loss analyses, competitive displacement analyses, and post-mortem deal reviews prepared during the period from Q4 FY 2024 through Q2 FY 2025, including all underlying data and supporting documentation. F. Financial Data and Metrics Referenced in Farris's Public Statements Farris's public statements included specific, purportedly factual claims about AHT's financial performance and operational metrics. AHT

1. Annual Recurring Revenue ("ARR"): AHT's FY 2024 annual recurring revenue was $187.4 million. All supporting records, calculations, internal reports, board presentations, and audited financial data substantiating this figure must be preserved, including all work papers and correspondence with Clearwater Audit Partners LLP relating to the ARR calculation;

2. Gross Logo Churn Rate: AHT's actual FY 2024 gross logo churn rate was 8.2%. Farris publicly and falsely claimed that AHT's churn rate was 14%, nearly double the actual figure. All underlying calculations, reports, board presentations, investor materials, and internal communications relating to AHT's churn rate must be preserved;

3. Gross Margin: AHT's actual FY 2024 gross margin was 68.7%. Farris publicly and falsely claimed that AHT's gross margin was "barely 55%," a misstatement of more than 13 percentage points. All underlying audited financial statements, management reports, board presentations, and internal communications relating to AHT's gross margin must be preserved;

4. Net Promoter Score ("NPS"): Farris publicly alleged that AHT "inflated" its NPS scores. All NPS data, customer survey results, survey methodologies, scoring calculations, and internal communications discussing NPS scores must be preserved, including any analyses comparing AHT's NPS methodology to industry standards;

5. All board presentations, investor reports, pitch decks, and internal financial summaries from FY 2023 and FY 2024 that reference or report on any of the above-described metrics;

6. All documents provided to, received from, or exchanged with Clearwater Audit Partners LLP (125 Summer Street, Suite 2200, Boston, MA 02110) relating to AHT's audited financial statements and the specific metrics described above, including engagement letters, management representation letters, audit work papers (to the extent in AHT's possession), and all related correspondence. G. Records Relating to Employee Soli

1. Complete Human Resources and employment files for Renata Solis (former Senior Sales Director, who resigned from AHT effective February 10, 2025) and Jerome Ashworth (former Senior Sales Director, who resigned from AHT effective February 24, 2025);

2. Both Solis and Ashworth reported directly to Farris during his tenure as Chief Revenue Officer. All organizational charts, reporting structure documents, and team composition records reflecting this reporting relationship must be preserved;

3. Both Solis and Ashworth subsequently joined Meridian Healthworks, Inc. following their departures from AHT. All records evidencing or referencing their post-departure employment at Meridian must be preserved;

4. All resignation letters, formal resignation communications, exit interview records, exit interview notes, and debriefing memoranda for both Solis and Ashworth;

5. All text message evidence already identified by AHT demonstrating that Farris contacted both Solis and Ashworth prior to their resignations, as well as any additional communications between Farris and either individual that may come to light;

6. All communications between AHT personnel and Solis or Ashworth from January 1, 2025 through their respective departure dates and thereafter, including any post-departure communications;

7. Any non-competition agreements, non-solicitation agreements, confidentiality agreements, non-disclosure agreements, or restrictive covenant agreements signed by Solis or Ashworth during their employment with AHT. H. Reputational Remediation Records AHT has undertaken significant and costly efforts to remediate the reputational damage caused by Farris's public statements. All records relating to these remediation e

1. All records of public relations firm engagements, including engagement letters, scope-of-work documents, and retainer agreements with any PR or communications firms retained in response to Farris's statements;

2. All records of customer outreach campaigns, proactive client communications, and other remediation initiatives undertaken in response to Farris's public statements;

3. All strategy documents, internal communications, and planning materials relating to AHT's response to the reputational harm caused by Farris;

4. All invoices, contracts, payment records, and expense reports reflecting the $340,000 in remediation costs incurred by AHT through October 2025, including detailed breakdowns of expenditures by category (public relations, client outreach, internal communications, executive travel for client-facing meetings, and similar categories);

5. Any metrics, analyses, or assessments measuring the effectiveness of AHT's remediation efforts or the residual reputational harm.

I. Pre-Suit Demand and Defense Correspondence All pre-litigation correspondence between the parties and their counsel must be preserved, including:

1. The September 15, 2025 pre-suit demand letter sent by Marcus Tremblay, General Counsel of AHT, to Desmond R. Farris, including all drafts of that letter and all internal communications relating to its preparation and transmission;

2. The October 3, 2025 response letter received from Constance A. Whitfield, Esq. of Whitfield, Boone & Calloway LLP (200 Ashbury Asset Advisors, Suite 3100, Boston, MA 02109), counsel for Farris, denying all material allegations asserted in the demand letter and asserting First Amendment and public interest defenses on behalf of Farris;