Contract analysis

1. I am over the age of eighteen (18) years, am competent to testify to the matters set forth herein, and make this Affidavit based upon my personal knowledge except where specifically noted otherwise. Where statements are made upon information and belief, I identify them as such and state the basis for that belief.

2. I am the General Counsel of Arbor Health Technologies Inc. ("AHT" or the "Company"). I have served in this capacity since March 14, 2019, which is a date well prior to the departure of Defendant Desmond R. Farris ("Farris") from the Company. My business address is 230 Federal Street, Suite 1400, Boston, Massachusetts 02110.

3. In my role as General Counsel, I am responsible for, among other things, the oversight of all legal affairs of AHT, including employment matters, commercial contracts, intellectual property, compliance, and litigation. I was directly and personally involved in the negotiation, drafting, and execution of the Separation Agreement and General Release entered into between AHT and Farris, dated August 9, 2024 (the "Sep

4. I submit this Affidavit in support of AHT's Motion for a Temporary Restraining Order and Preliminary Injunction against Farris. The purpose of this Affidavit is to set forth the factual basis for AHT's claims that Farris has materially breached, and continues to materially breach, the Separation Agreement, and that AHT will suffer irreparable harm absent the immediate entry of injunctive relief by this Court.

I. BACKGROUND ON ARBOR HEALTH TECHNOLOGIES INC.

5. AHT is a corporation duly organized and existing under the laws of the State of Delaware. The Company is qualified to do business in the Commonwealth of Massachusetts and maintains its principal executive offices and corporate headquarters at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110.

6. AHT operates a healthcare services and software-as-a-service ("SaaS") platform specializing in population health management and value-based care analytics. The Company's technology platform enables health systems, physician groups, accountable care organizations, and other healthcare delivery entities to aggregate clinical, claims, and social-determinants-of-health data into an integrated analytics environment. AH

7. For the fiscal year ending December 31, 2024 ("FY 2024"), AHT's annual recurring revenue ("ARR") was approximately One Hundred Eighty-Seven Million Four Hundred Thousand Dollars ($187,400,000). As of the date of this Affidavit, AHT employs approximately six hundred twenty (620) individuals across its Boston headquarters, regional offices, and remote workforce.

8. In June 2021, Ridgeline Capital Partners, LP, a Delaware limited partnership with offices in New York, New York, acquired a majority equity stake in AHT at an enterprise value of approximately Four Hundred Fifteen Million Dollars ($415,000,000). Since the closing of that transaction, Vikram Deshpande, the Managing Partner of Ridgeline Capital Partners, has served as Chairman of the AHT Board of Directors.

9. AHT's Chief Executive Officer is Dr. Annika Johansson, who has served in that capacity since January 2022. AHT's Chief Financial Officer is Elaine Matsuda, who has served in that capacity since August 2020. AHT's independent auditors are Clearwater Audit Partners LLP, located at 125 Summer Street, Suite 2200, Boston, Massachusetts 02110. Clearwater Audit Partners has served as AHT's independent auditor since FY 20

10. The healthcare IT and population health analytics market in which AHT operates is intensely competitive. AHT's competitive position depends critically upon the confidentiality of its proprietary data, client relationships, pricing structures, product development plans, and strategic initiatives. The unauthorized disclosure of such information, or the improper solicitation of AHT's clients and key personnel, would

II. FARRIS'S EMPLOYMENT AND ROLE AT AHT

11. Desmond R. Farris was employed by AHT as its Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024, a period of approximately four (4) years.

12. As CRO, Farris was a member of AHT's senior leadership team, which also included the CEO, CFO, General Counsel, Chief Technology Officer, Chief Product Officer, and Chief People Officer. The senior leadership team met weekly to review the Company's financial performance, sales pipeline, client retention metrics, product development progress, and strategic initiatives. Farris regularly participated in these meetin

13. In his capacity as CRO, Farris had extensive access to AHT's most sensitive confidential and proprietary information. This information included, without limitation: (a) AHT's complete client lists, including the identity of all enterprise, mid-market, and emerging clients; (b) Client-specific pricing and contract terms, including annual contract values, multi-year commitments, discount structures, service level a

14. Farris's final-year base salary at AHT was Three Hundred Eighty-Five Thousand Dollars ($385,000) per year. In addition to his base salary, Farris was eligible for performance-based bonuses and equity compensation, reflecting his senior position within the organization.

15. Farris directly supervised AHT's enterprise sales organization, which was responsible for the origination, management, and renewal of the Company's largest client relationships. Among the senior personnel reporting to Farris were Renata Solis, Senior Sales Director, Enterprise West, and Jerome Ashworth, Senior Sales Director, Enterprise East. Farris personally managed relationships with AHT's largest enterprise c

16. As a consequence of his role, tenure, and extensive access to confidential information, Farris developed deep knowledge of AHT's business operations, client relationships, competitive strategies, and financial performance. This knowledge, if disclosed or exploited for the benefit of a competitor, would cause AHT severe and irreparable competitive harm.

17. Farris's employment with AHT ended on August 9, 2024. The circumstances of his departure were addressed in the Separation Agreement described below.

III. THE SEPARATION AGREEMENT AND GENERAL RELEASE A. Execution and Effective Date

18. On August 9, 2024, which was Farris's last day of employment with AHT, the Company and Farris entered into a Separation Agreement and General Release (the "Separation Agreement"). I personally negotiated the terms of the Separation Agreement with Farris and, at a later point, with his then-counsel, and I oversaw the finalization and execution of the document. A true and correct copy of the Separation Agreement is

19. Consistent with the requirements of the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f), and the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., Farris was provided with a twenty-one (21) day consideration period in which to review the Separation Agreement, was advised in writing to consult with an attorney prior to signing, and was informed of his right to revoke the ag

20. Farris signed the Separation Agreement on August 26, 2024, within the twenty-one (21) day consideration period. The seven (7) day revocation period commenced on August 26, 2024 and expired at 11:59 p.m. on September 2, 2024. Because September 2, 2024 was Labor Day, the revocation period effectively expired without any revocation by Farris on the next business day; however, under the terms of the Agreement, the re

21. The Separation Agreement thus became fully effective and binding upon both parties as of August 30, 2024. B. Separation Consideration

22. In exchange for, among other things, Farris's agreement to the restrictive covenants set forth in Sections 6 through 9 of the Separation Agreement and a general release of all claims against AHT, the Company agreed to provide Farris with the following separation consideration: (a) Cash Severance (Section 3(a)): AHT agreed to pay Farris Five Hundred Seventy-Seven Thousand Five Hundred Dollars ($577,500), represent

23. The total value of the separation consideration provided to Farris was as follows:

24. This consideration — totaling in excess of One Million Dollars ($1,016,866) — was substantial and was provided specifically in exchange for, among other things, Farris's agreement to comply with the restrictive covenants set forth in Sections 6 through 9 of the Separation Agreement. Farris accepted and retained this consideration. C. Non-Disparagement Covenant (Section 6)

25. Under Section 6 of the Separation Agreement, Farris agreed that he would not make any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, officers, directors, employees, or investors. This obligation was designed to protect AHT's reputation, goodwill, and business relationships from harm caused by negative or misleading statements from a former senior exec

26. The non-disparagement obligation is mutual. AHT's reciprocal obligation under Section 6 is limited to official corporate communications and statements made by officers at the Vice President level or above. AHT has complied with its reciprocal obligations under Section 6 at all times since the Effective Date. D. Confidentiality Covenant (Section 7)

27. Under Section 7 of the Separation Agreement, Farris agreed to maintain in strict confidence all "Confidential Information" (as that term is defined in the Separation Agreement) for a period of five (5) years following the Effective Date — that is, through August 30, 2029.

28. The term "Confidential Information" is broadly defined in the Separation Agreement to include, but is not limited to, client lists, client-specific pricing and contract terms, financial results (including revenue, margins, and profitability metrics), sales pipeline data, churn and retention metrics, product roadmaps, strategic plans, and any other non-public information relating to the business, operations, or af

29. Under Section 8 of the Separation Agreement, for a period of twenty-four (24) months following the Effective Date — that is, through August 30, 2026 — Farris agreed that he would not, directly or indirectly, solicit, divert, or service any "Client" of AHT.

30. The term "Client" is defined in the Separation Agreement to include any person or entity that (i) was a customer of AHT at any time during the twelve (12) months preceding the Effective Date, or (ii) was an active prospective customer in AHT's sales pipeline as of the Effective Date. This definition was tailored to protect AHT's existing and developing business relationships from interference by Farris, who had p

31. Under Section 9 of the Separation Agreement, for the same twenty-four (24) month restricted period — through August 30, 2026 — Farris agreed that he would not, directly or indirectly, recruit, solicit, or hire any employee of AHT, or encourage any employee of AHT to terminate his or her employment with the Company.

32. This provision was included because of Farris's extensive relationships with members of AHT's sales organization and other key personnel, and the significant harm that would result to AHT from the loss of such personnel to a competitor through the active recruitment efforts of a former senior executive. G. Remedies for Breach (Section 10)

33. Section 10 of the Separation Agreement sets forth the remedies available to AHT in the event of a material breach by Farris of any of Sections 6 through 9: (a) Cessation of Payments (Section 10(a)): Upon material breach by Farris of any of Sections 6 through 9, AHT is entitled to the immediate cessation of any remaining separation payments that have not yet been made. (b) Return of Consideration (Section 10(b)):

34. Section 14 of the Separation Agreement provides that the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.

35. Section 15 of the Separation Agreement provides that the exclusive forum for any disputes arising under or relating to the Agreement shall be the Suffolk County Superior Court, Commonwealth of Massachusetts. Both parties consented to the personal jurisdiction and venue of this Court and waived any objection to the same.

I. Prevailing Party Attorneys' Fees (Section 16)

36. Section 16 of the Separation Agreement provides that the prevailing party in any action to enforce the Agreement shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action.

IV. FARRIS'S POST-SEPARATION EMPLOYMENT AT A DIRECT COMPETITOR

37. Upon information and belief, Farris commenced employment at Meridian Healthworks, Inc. ("Meridian Healthworks" or "Meridian") on or about October 21, 2024, approximately seven (7) weeks after the Separation Agreement became effective on August 30, 2024. My basis for this belief includes Farris's own public Westmark Health IT profile, which reflects his current position at Meridian Healthworks with a start date of

38. Meridian Healthworks is a corporation organized under the laws of the State of Delaware, with its principal offices located at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139. Its Chief Executive Officer is Russell Kwan.

39. Meridian Healthworks is a direct competitor of AHT in the healthcare information technology and population health analytics market. Meridian offers a SaaS-based population health management platform that competes directly with AHT's core product offerings for many of the same client segments, including integrated delivery networks, large physician group practices, and accountable care organizations. Upon informat

40. Farris was hired by Meridian Healthworks to serve as Senior Vice President, Commercial Strategy. In this role, upon information and belief, Farris is responsible for developing and executing Meridian's go-to-market strategy, overseeing key client acquisition and expansion efforts, and directing competitive displacement campaigns — including, as detailed below, campaigns targeting AHT's existing clients.

41. Although the Separation Agreement did not contain a non-compete covenant, it did contain the restrictive covenants described above in Sections 6 through 9, including the non-solicitation of clients and employees provisions, the confidentiality obligations, and the non-disparagement covenant. Farris's employment at Meridian Healthworks does not, in itself, constitute a breach of the Separation Agreement. However,

V. EVIDENCE OF BREACH — SOCIAL MEDIA DISPARAGEMENT A. November 3, 2024 Westmark Health IT Post

42. On November 3, 2024, Farris published a post on the professional social media platform Westmark Health IT that was visible to the general public. At the time of its publication, Farris's Westmark Health IT profile had approximately twelve thousand four hundred (12,400) followers, many of whom are professionals in the healthcare technology industry, including current and prospective AHT clients, investors, and emp

43. In this post, Farris stated, in substance and in pertinent part: "I spent four years at a company that treated its customers like ATMs and its employees like disposable parts. The culture at [AHT] is rotten from the top. If you're evaluating their platform, ask hard questions about data accuracy and uptime — you won't like the answers."

44. This post constitutes a clear and flagrant violation of the non-disparagement covenant set forth in Section 6 of the Separation Agreement. The post characterizes AHT as a company that mistreats its customers and employees, describes the Company's culture as "rotten from the top," and urges prospective clients to question the reliability of AHT's platform. These statements are defamatory in nature, are calculated

45. A true and correct copy of a forensically preserved screenshot of this Westmark Health IT post is attached hereto as Exhibit B. This screenshot was prepared and authenticated by Stonebridge Investigative Group LLC ("Stonebridge"), a digital forensics firm retained by AHT, as further described in Section X below. B. November 18, 2024 Westmark Health IT Post

46. On November 18, 2024, approximately two weeks after his first disparaging post, Farris published a follow-up public post on Westmark Health IT that escalated his attacks against AHT. In this post, Farris stated, in substance and in pertinent 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

47. This post is disparaging on multiple levels. It accuses AHT of prioritizing financial returns over patient care, alleges that the Company inflated its Net Promoter Scores ("NPS") — a key client satisfaction metric — to close sales deals, and characterizes the Board of Directors as indifferent to anything other than EBITDA. The accusation that AHT "inflate[d] its NPS scores to close deals" is a serious allegation

48. A forensically preserved screenshot of this Westmark Health IT post is attached hereto as Exhibit C. C. December 12, 2024 Post on X (Formerly Fenmore Solutions)

49. On December 12, 2024, Farris posted the following statement on the social media platform X (formerly known as Fenmore Solutions): "Arbor Health's churn rate is 14% and climbing. Their 'best-in-class retention' pitch is pure fiction. I have the receipts."

50. This post is both disparaging and factually false. Farris asserts that AHT's churn rate is "14% and climbing" and characterizes the Company's marketing claims regarding client retention as "pure fiction." In fact, AHT's actual gross logo churn rate for FY 2024 was 8.2%, as verified by the Company's internal metrics and confirmed by AHT's independent auditors, Clearwater Audit Partners LLP. Farris's stated figure

51. This statement constitutes a violation of both Section 6 (Non-Disparagement) and Section 7 (Confidentiality) of the Separation Agreement. Even though the specific churn figure stated by Farris is inaccurate, his disclosure of any churn metric — whether accurate or fabricated — implicates confidential financial information that he learned during his employment at AHT. The public disclosure of purported internal fi

52. Moreover, the statement "I have the receipts" implies that Farris retains confidential AHT documents or data, further evidencing a violation of the confidentiality covenant.

53. A forensically preserved screenshot of this post on X is attached hereto as Exhibit D. D. February 3, 2025 Westmark Health IT Post

54. On February 3, 2025, Farris published another public post on Westmark Health IT in which he stated, in substance and in pertinent part: "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."