Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP has been retained by Arbor Health Technologies Inc. ("AHT") to prosecute claims against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer, arising from his systematic breaches of the Separation Agreement and General Release dated August 9, 2024 (the "Separation Agreement"), which became effective on August 30, 2024 following the expiration of the statutory

II. BACKGROUND AND FACTUAL OVERVIEW A. The Parties Arbor Health Technologies Inc. ("AHT") is a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT operates a healthcare services and software-as-a-service ("SaaS") platform specializing in population health management and value-based care analytics. The platform is deployed by hospitals, health systems, medical groups,

1. Social Media Disparagement (November 2024 – February 2025). Beginning in November 2024, Farris published a series of posts on Westmark Health IT and X (formerly Fenmore Solutions) that disparaged AHT, its products, its leadership, and its investors. These posts were made to Farris's approximately 12,400 Westmark Health IT followers and his X audience, which includes a significant concentration of healthcare indust

2. Podcast Appearances (January – March 2025). In addition to his social media activity, Farris made two podcast appearances in which he made statements that breach the Separation Agreement's non-disparagement and confidentiality provisions. January 15, 2025 — The Digital Health Download. This podcast has approximately 28,000 monthly listeners and is widely followed within the healthcare technology industry. During t

3. Client Solicitation (October 2024 – Present). The evidence demonstrates that Farris directly solicited at least four AHT enterprise clients in violation of the 24-month non-solicitation of clients restriction in Section 8 of the Separation Agreement. All four clients were existing AHT customers at the time of the Effective Date and thus fall within the Separation Agreement's definition of "Client." The specific so

4. Employee Solicitation (Suspected). AHT has identified two former employees whose departures are consistent with solicitation by Farris in violation of Section 9 of the Separation Agreement: Renata Solis — Solis served as a Senior Sales Director at AHT and reported directly to Farris during his tenure as Chief Revenue Officer. Solis resigned from AHT on February 10, 2025 and subsequently joined Meridian Healthworks

III. FILING PLAN AND IMMEDIATE NEXT STEPS A. Verified Complaint We recommend filing a Verified Complaint against Desmond R. Farris on November 21, 2025 in Suffolk County Superior Court, Commonwealth of Massachusetts, consistent with the mandatory forum selection clause in Section 15 of the Separation Agreement. The Complaint will be verified by Dr. Annika Johansson under oath, which is necessary to support the contem

IV. INJUNCTIVE RELIEF STRATEGY A. TRO Phase The primary objective of the TRO is to halt the ongoing bleeding. Farris's conduct is not historical — it is continuing and escalating. Despite receiving AHT's pre-suit demand letter on September 15, 2025, and despite his counsel's response on October 3, 2025 (which, notably, did not commit to any change in conduct), Farris has continued to make public statements and has no

V. DISCOVERY PLAN A. Written discovery Discovery will be a critical phase of this litigation, particularly with respect to establishing the full scope of Farris's solicitation activities, quantifying damages, and obtaining evidence that may support the addition of Meridian Healthworks as a defendant. We recommend propounding written discovery promptly after the filing of the Complaint. Requests for Production to Farr

1. Desmond R. Farris. Farris's deposition is the single most important discovery event in this case. We anticipate a comprehensive, multi-day examination covering all aspects of his post-separation conduct, including the circumstances and intent behind each social media post and podcast appearance, the source of his factual claims about AHT's churn rate and gross margin, the nature and extent of his client solicitati

2. Dr. Nina Castellano (Lakeview Regional Health System). Dr. Castellano's testimony is critical to establishing the causal link between Farris's solicitation and Lakeview's decision not to renew its AHT contract. We will examine her regarding the November 8, 2024 email from Farris, any subsequent communications with Farris or Meridian, and Lakeview's internal decision-making process regarding the non-renewal.

3. William Okafor (Northbridge Community Health Network). Okafor's testimony is similarly critical to establishing the causal link between Farris's solicitation and Northbridge's switch to Meridian. We will examine him regarding the November 14, 2024 Westmark Health IT messages, any subsequent communications, and Northbridge's reasons for selecting Meridian over AHT.

4. Renata Solis. Solis's testimony is necessary to establish Farris's solicitation of AHT employees. We will examine her regarding the timing and circumstances of her departure from AHT, her communications with Farris before and after her resignation, and the nature of any inducements or promises Farris may have made.

5. Jerome Ashworth. Ashworth's testimony parallels Solis's and is necessary for the same reasons. We will examine him regarding the same topics. Possible Additional Depositions: • Thomas Rourke (Prairieland Medical Group, P.C.) — regarding Farris's December 2, 2024 telephone call and any impact on Prairieland's evaluation of its AHT relationship; • Angela Firth (Summit Atlantic Health Partners, LLC) — regarding the J

VI. EXPERT STRATEGY A. Damages Expert — Hargrove Forensic Economics LLC We have retained Dr. Tobias Hargrove, CFA, of Hargrove Forensic Economics LLC, as AHT's damages expert. The retention was formalized on November 18, 2025, concurrent with the opening of this engagement. Dr. Hargrove is a recognized expert in forensic economic analysis in the context of commercial litigation, with pa