Contract analysis

I. BACKGROUND OF AFFIANT AND ARBOR HEALTH TECHNOLOGIES INC.

1. I have served as Chief Executive Officer of Arbor Health Technologies Inc. since March 1, 2019. In that capacity, I am responsible for the overall strategic direction, day-to-day operations, and general management of AHT and its business. I report directly to the Company's Board of Directors, which is chaired by Vikram Deshpande, a Managing Partner of Ridgeline Capital Partners, LP ("Ridgeline"), the majority equi

2. AHT is a corporation organized under the laws of the State of Delaware, with its principal place of business at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT is a healthcare services and software-as-a-service ("SaaS") company focused on population health management and value-based care analytics. The Company designs, develops, and markets a proprietary cloud-based analytics platform (the "AHT Pl

3. As of fiscal year 2024 (ending December 31, 2024), AHT had annual recurring revenue ("ARR") of approximately $187.4 million, as reported in AHT's internal financial records and verified in connection with the independent audit performed by Clearwater Audit Partners LLP ("Clearwater"), AHT's independent auditors. AHT currently employs approximately 620 people across its Boston headquarters and regional offices. In

4. AHT operates in a competitive healthcare information technology market. The Company's principal competitors include, among others, Meridian Healthworks, Inc. ("Meridian Healthworks" or "Meridian"), a Delaware corporation headquartered at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139. Meridian Healthworks is led by its Chief Executive Officer, Russell Kwan, and is a direct competitor of

5. AHT's success depends critically on the confidentiality of its proprietary business information, including but not limited to its financial metrics, client-specific pricing structures, product roadmaps, competitive intelligence, strategic plans, and internal performance data. These categories of information constitute AHT's core competitive assets. AHT's enterprise client relationships, in particular, are the prod

II. DESMOND R. FARRIS'S EMPLOYMENT AND ACCESS TO CONFIDENTIAL INFORMATION

6. Desmond R. Farris served as AHT's Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024 — a period of approximately three years and eleven months. As CRO, Farris was the most senior executive responsible for all of AHT's revenue-generating activities. His responsibilities included oversight and management of the Company's enterprise sales organization, account management function, client rete

7. In his capacity as CRO, Farris had access to AHT's most sensitive and proprietary confidential information. The scope of Farris's access to confidential information included, but was not limited to, the following categories: (a) Client lists and the identities, titles, and contact information of key decision-makers at each of AHT's enterprise clients; (b) Client-specific contract terms, including annual contract v

8. Farris's employment with AHT ended on August 9, 2024. The circumstances of his departure are not material to the present motion, except insofar as they bear on the contractual obligations Farris assumed in connection with his separation. In connection with his departure, Farris entered into a Separation Agreement and General Release with AHT (the "Separation Agreement"), a true and correct copy of which is attache

9. On information and belief, Farris commenced employment with Meridian Healthworks, Inc. on or about October 21, 2024 — approximately seven (7) weeks after the Separation Agreement became effective. His title at Meridian Healthworks is Senior Vice President, Commercial Strategy. This position, on information and belief, encompasses responsibilities substantially similar to those Farris held as CRO of AHT, including

III. FARRIS'S DISPARAGING AND DEFAMATORY PUBLIC STATEMENTS

10. Beginning in November 2024 and continuing through at least March 2025, Farris embarked on a sustained and escalating public campaign of disparaging, defamatory, and materially false statements about AHT, its products, its leadership (including me personally), and its financial condition. These statements were not isolated or inadvertent; they reflect a deliberate and coordinated effort to damage AHT's reputation

11. On November 3, 2024, Farris published a post on Westmark Health IT, where he maintained a professional profile with approximately 12,400 followers — many of whom are healthcare industry executives, potential AHT clients, and industry analysts. In this post, Farris characterized AHT as a company that "treated its customers like ATMs and its employees like disposable parts." He further stated that "the culture at [

12. On November 18, 2024, Farris published a second post on Westmark Health IT, which stated in relevant part: "When a PE firm runs a healthcare company, patients are just revenue units. I watched Arbor Health inflate its NPS scores to close deals. The board doesn't care — only EBITDA matters." A true and correct screenshot of this post, as preserved by Stonebridge Investigative Group LLC, is attached hereto as part

13. On December 12, 2024, Farris posted on X (formerly Fenmore Solutions) that "Arbor Health's churn rate is 14% and climbing" and that AHT's "'best-in-class retention' pitch is pure fiction." A true and correct screenshot of this post, as preserved by Stonebridge Investigative Group LLC, is attached hereto as Exhibit C. This statement is demonstrably and materially false. AHT's actual gross logo churn rate for fisca

14. On February 3, 2025, Farris published a third post on Westmark Health IT, which stated: "One of Arbor's top-5 health system clients pays $4.3M/yr and is about to walk. Management knows and is hiding it from investors." A true and correct screenshot of this post, as preserved by Stonebridge Investigative Group LLC, is attached hereto as part of Exhibit B. This post is remarkable for several reasons. First, it disc

15. On January 15, 2025, Farris appeared as a guest on The Digital Health Download, a podcast focused on healthcare technology trends and industry news. The Digital Health Download has an estimated 28,000 monthly listeners, representing a significant and targeted audience within the healthcare technology industry, including potential AHT clients, industry analysts, and healthcare system executives. A transcript excer

16. On March 4, 2025, Farris appeared as a guest on HealthTech Insider, another podcast focused on the healthcare technology sector. HealthTech Insider has an estimated 41,000 monthly listeners — an even larger audience than The Digital Health Download — and is widely followed by healthcare industry decision-makers. A transcript excerpt of Farris's appearance on the podcast is attached hereto as Exhibit E. During thi

IV. HARM FROM DISPARAGEMENT — PIPELINE CONVERSION DECLINE

17. AHT has experienced a material and measurable decline in its sales pipeline conversion rate that is directly attributable to Farris's sustained campaign of public disparagement. AHT's pipeline conversion rate — defined as the percentage of qualified sales opportunities that result in a signed contract — is one of the Company's key performance indicators and is tracked monthly by AHT's sales operations team. In th

18. At least three prospective clients who declined to proceed with AHT during the period from Q4 2024 through Q2 2025 specifically cited "market concerns about Arbor's data quality" or substantially similar language in their deal-loss feedback provided to AHT's sales team. A summary of this deal-loss feedback is attached hereto as Exhibit J. The "data quality" concerns identified by these prospective clients directl

19. AHT has retained Hargrove Forensic Economics LLC ("Hargrove"), a nationally recognized forensic economics consulting firm, to quantify the economic impact of the pipeline conversion decline on AHT's business. Based on Hargrove's preliminary analysis, the estimated incremental lost deals attributable to the decline in pipeline conversion from Q4 2024 through Q2 2025 total approximately $8.2 million in lost revenue

V. HARM FROM CLIENT SOLICITATION — LOSS OF SPECIFIC ENTERPRISE CLIENTS

20. Following his departure from AHT and while employed at Meridian Healthworks, Farris personally contacted at least four of AHT's enterprise clients to solicit their business on behalf of Meridian Healthworks, in direct violation of Section 8 of the Separation Agreement. Section 8 prohibits Farris from directly or indirectly soliciting, contacting, or attempting to divert the business of any "Client" of AHT for a p

21. Northbridge Community Health Network ($1.6 Million ACV). Northbridge Community Health Network ("Northbridge") is a non-profit health network based in Portland, Maine. Northbridge was an AHT client with an annual contract value of $1.6 million and a contract renewal date of March 1, 2025. Farris had a close personal relationship with Northbridge's leadership team, having served as the primary executive point of co

22. Lakeview Regional Health System ($4.3 Million ACV). Lakeview Regional Health System ("Lakeview") is a non-profit health system based in Cleveland, Ohio. Lakeview is one of AHT's largest and most strategically important enterprise clients, with an annual contract value of $4.3 million and a contract renewal date of April 1, 2025. Farris maintained a particularly close relationship with Lakeview's leadership during

23. Prairieland Medical Group, P.C. ($2.1 Million ACV). Prairieland Medical Group, P.C. ("Prairieland") is a professional corporation based in Omaha, Nebraska. Prairieland is an AHT client with an annual contract value of $2.1 million and a contract renewal date of July 1, 2025. On December 2, 2024, Farris placed a telephone call to Thomas Rourke, Prairieland's Chief Executive Officer, to solicit Prairieland's busine

24. Summit Atlantic Health Partners, LLC ($3.7 Million ACV). Summit Atlantic Health Partners, LLC ("Summit Atlantic") is a healthcare organization based in Richmond, Virginia. Summit Atlantic is an AHT client with an annual contract value of $3.7 million and a contract renewal date of September 1, 2025. On January 22, 2025, Farris met in person with Angela Firth, Summit Atlantic's Chief Operating Officer, at a health

25. The total annual contract value at risk from the four enterprise clients solicited by Farris is $11.7 million per year, calculated as follows: Lakeview Regional Health System ($4.3 million) + Summit Atlantic Health Partners, LLC ($3.7 million) + Prairieland Medical Group, P.C. ($2.1 million) + Northbridge Community Health Network ($1.6 million) = $11.7 million. The confirmed or probable lost annual contract value

VI. HARM FROM EMPLOYEE SOLICITATION

26. Two of AHT's senior sales directors — Renata Solis and Jerome Ashworth — resigned from AHT on February 10, 2025 and February 24, 2025, respectively. Both Solis and Ashworth reported directly to Farris during his tenure as Chief Revenue Officer and worked closely with him on AHT's most significant enterprise accounts. Both Solis and Ashworth have since joined Meridian Healthworks in sales leadership positions. AHT

27. The departures of Solis and Ashworth have caused significant and ongoing harm to AHT's sales operations. Both were experienced sales leaders with deep institutional knowledge of AHT's client relationships, sales processes, pipeline, and account histories. Solis had been with AHT for over four years and managed relationships with several of AHT's mid-market and enterprise accounts. Ashworth had been with AHT for o

VII. REPUTATIONAL REMEDIATION COSTS

28. In response to Farris's sustained public disparagement campaign, AHT has been compelled to undertake significant and costly reputational remediation efforts. These efforts have included: (a) retaining Calloway Strategic Communications, a public relations firm specializing in crisis communications and reputation management, to develop and execute a comprehensive reputational recovery strategy; (b) conducting proac

VIII. ONGOING AND IRREPARABLE NATURE OF HARM

29. As of the date of this affidavit, Farris's disparaging social media posts remain publicly accessible on his Westmark Health IT profile and his X (formerly Fenmore Solutions) account. The posts described in paragraphs 11, 12, 13, and 14 of this affidavit have not been deleted, retracted, or modified. The podcast recordings of The Digital Health Download (January 15, 2025) and HealthTech Insider (March 4, 2025), in

30. The harm that AHT has suffered and continues to suffer as a result of Farris's conduct cannot be fully compensated by an award of money damages alone. Each day that Farris's false and defamatory public statements remain accessible to the healthcare technology community, AHT suffers additional reputational harm that is inherently difficult, if not impossible, to quantify with precision. Reputation, once damaged in

31. In summary, AHT's total claimed damages arising from Farris's breaches of the Separation Agreement and his tortious conduct include the following: (a) Confirmed and probable lost annual contract value of $5.9 million per year ($1.6 million from Northbridge Community Health Network and $4.3 million from Lakeview Regional Health System), representing estimated multi-year contract value of approximately $17.7 millio

IX. URGENT NEED FOR INJUNCTIVE RELIEF

32. AHT respectfully submits that the Court's immediate intervention is necessary to prevent further irreparable harm to AHT's business, reputation, and client relationships. AHT requests that the Court enter a temporary restraining order and, after hearing on the merits, a preliminary injunction requiring Defendant Desmond R. Farris to: (a) Immediately cease and desist from making any disparaging, defamatory, or mat

Section 10 of the Separation Agreement expressly provides for injunctive relief in the event of a breach or threatened breach of the restrictive covenant provisions, acknowledging that such a breach would cause irreparable harm to AHT for which monetary damages would be an inadequate remedy. Section 10(c) of the Separation Agreement further provides that AHT shall be entitled to seek injunctive relief without the req