demand-letter-to-wbc.docx

1010-00005 · Arbor Health Technologies Inc · Correspondence

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CALDERWOOD & HARKNESS LLP Attorneys at Law 100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 555-8200 Facsimile: (617) 555-8201 www.calderwoodharkness.com

November 19, 2025

VIA FIRST CLASS MAIL AND EMAIL

Constance A. Whitfield, Esq. Whitfield, Boone & Calloway LLP 200 Ashbury Asset Advisors, Suite 3100 Boston, MA 02109

Re: Arbor Health Technologies Inc. v. Desmond R. Farris — Breaches of Separation Agreement and General Release dated August 9, 2024 Matter No. 1010-00005

CONFIDENTIAL — ATTORNEY COMMUNICATION

Dear Ms. Whitfield:

I am a partner in the Litigation and Employment Practice Groups at Calderwood & Harkness LLP. This firm represents Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110, in connection with the matter referenced above. I write on behalf of AHT regarding the ongoing and escalating breaches by your client, Desmond R. Farris, of the Separation Agreement and General Release executed on August 9, 2024, and effective as of August 30, 2024 (the "Separation Agreement"). Calderwood & Harkness has been engaged to pursue all available legal claims against Mr. Farris arising from these breaches, whether sounding in contract, tort, or statute. This letter constitutes AHT's final pre-filing demand.

As you are aware, the parties have attempted to resolve this matter without resort to litigation. On September 15, 2025, AHT's General Counsel, Marcus Tremblay, sent a detailed demand letter directly to Mr. Farris identifying specific breaches of the Separation Agreement and demanding that Mr. Farris immediately comply with his binding obligations thereunder. On October 3, 2025, you responded on behalf of Mr. Farris, denying all material allegations contained in Mr. Tremblay's letter. AHT has carefully considered your response and finds it to be without merit in all respects.

More troublingly, since the date of your October 3 response, Mr. Farris has taken no corrective action whatsoever. The offending social media posts described herein remain publicly accessible. The podcast episodes in which Mr. Farris made false and defamatory statements about AHT remain available for download and streaming. And AHT has suffered additional, concrete, and measurable harm in the intervening period — most significantly, a formal non-renewal notice from Lakeview Regional Health System, one of AHT's largest enterprise clients, dated October 28, 2025. The facts compel the conclusion that Mr. Farris has no intention of honoring his contractual obligations absent judicial intervention.

The purpose of this letter is to set forth in detail the nature, scope, and consequences of Mr. Farris's breaches; to quantify the substantial damages AHT has incurred and continues to incur; to demand specific corrective action within 48 hours; and to advise you of the litigation AHT will immediately commence if those demands are not satisfied in full.

Background — The Separation Agreement

Mr. Farris served as AHT's Chief Revenue Officer from September 8, 2020 through August 9, 2024. During his tenure, Mr. Farris had access to AHT's most sensitive confidential and proprietary information, including client pricing data, financial performance metrics, product development strategies, sales pipeline details, and internal assessments of client relationships. Mr. Farris reported directly to AHT's Chief Executive Officer, Dr. Annika Johansson, and was a member of AHT's senior leadership team throughout his employment.

Upon his separation from AHT on August 9, 2024, Mr. Farris executed the Separation Agreement. The Separation Agreement was presented to Mr. Farris on August 9, 2024. 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"), Mr. Farris was afforded a full twenty-one (21) day consideration period in which to review the agreement with counsel of his choosing. Mr. Farris signed the Separation Agreement on August 26, 2024. The seven (7) day revocation period provided under the OWBPA/ADEA expired without Mr. Farris exercising his revocation right, and the Separation Agreement accordingly became effective on August 30, 2024.

In exchange for Mr. Farris's agreement to the restrictive covenants and release of claims contained in the Separation Agreement, AHT provided Mr. Farris with total separation consideration valued at $1,016,866, comprising the following:

(i) Cash Severance (§ 3(a)): $577,500 in cash severance, representing eighteen (18) months of Mr. Farris's base salary at the annual rate of $385,000, payable in accordance with AHT's regular payroll schedule;

(ii) COBRA Premium Subsidies (§ 3(b)): $39,366 in COBRA premium subsidies, calculated at $2,187 per month for a period of eighteen (18) months, enabling Mr. Farris and his dependents to continue group health insurance coverage at AHT's expense; and

(iii) Accelerated Vesting of Stock Options (§ 3(c)): Accelerated vesting of 62,500 unvested stock options at a strike price of $4.80 per share, which had an estimated spread value of $400,000 at the time of separation based on the then-current fair market value of AHT's common stock.

This separation consideration was extraordinarily generous and far exceeded anything to which Mr. Farris would have been entitled absent the Separation Agreement. In return for this valuable consideration, Mr. Farris agreed to the following binding obligations, among others:

(i) Non-Disparagement (§ 6): Mr. Farris agreed not to make any written or oral statements that disparage, defame, or cast in a negative light AHT, its products, services, officers, directors, employees, or investors. This obligation is mutual and has no expiration date.

(ii) Confidentiality (§ 7): Mr. Farris agreed to maintain the confidentiality of all Confidential Information (as defined therein) for a period of five (5) years through August 30, 2029. Confidential Information is broadly defined in the Separation Agreement to include, without limitation, client data, pricing information, financial performance metrics, product development strategies, sales pipeline information, and any other proprietary information of AHT not generally known to the public.

(iii) Non-Solicitation of Clients (§ 8): Mr. Farris agreed not to, directly or indirectly, solicit, divert, or attempt to solicit or divert any AHT Client (as defined therein) for a period of twenty-four (24) months through August 30, 2026.

(iv) Non-Solicitation of Employees (§ 9): Mr. Farris agreed not to, directly or indirectly, recruit, solicit, or hire, or attempt to recruit, solicit, or hire, any employee of AHT for a period of twenty-four (24) months through August 30, 2026.

Critically, the Separation Agreement provides robust remedies in the event of Mr. Farris's material breach of Sections 6 through 9. Specifically, Section 10 of the Separation Agreement provides that upon any material breach:

(a) AHT is entitled to the immediate cessation of any remaining separation payments;

(b) AHT is entitled to a full clawback and return of all separation consideration previously paid to Mr. Farris;

(c) AHT is entitled to injunctive relief, including temporary restraining orders and preliminary and permanent injunctions, without the requirement of posting a bond or other security; and

(d) AHT is entitled to liquidated damages in the amount of $250,000 for any breach of Section 6 (Non-Disparagement) or Section 7 (Confidentiality), in addition to, and not in lieu of, any actual damages suffered by AHT.

The Separation Agreement is governed by the laws of the Commonwealth of Massachusetts (§ 14). The parties consented to the exclusive jurisdiction and venue of the Suffolk County Superior Court, Commonwealth of Massachusetts, for any dispute arising under or relating to the Separation Agreement (§ 15). The Separation Agreement further provides that the prevailing party in any action to enforce its terms shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party (§ 16).

As set forth in detail below, Mr. Farris has materially breached each of these core obligations — egregiously, repeatedly, and without any apparent intent to cease his harmful conduct.

I. Breaches of the Non-Disparagement Covenant (§ 6)

Since the effective date of the Separation Agreement, Mr. Farris has engaged in a sustained, deliberate, and escalating public campaign of disparagement directed at AHT, its products, its leadership, and its investors. This campaign has been waged through multiple channels, including social media platforms and prominent industry podcast appearances, and has been calculated to inflict maximum damage on AHT's business reputation and client relationships.

A. Social Media Posts

Mr. Farris has published a series of disparaging and, in several instances, demonstrably false statements on social media platforms, where he commands a significant professional following. Each of the following posts has been forensically preserved:

1. November 3, 2024 — Westmark Health IT Post. In a post visible to Mr. Farris's approximately 12,400 Westmark Health IT followers, Mr. Farris characterized AHT as treating "customers like ATMs and employees like disposable parts." He described AHT's corporate culture as "rotten from the top," a clear and direct attack on AHT's senior leadership, including its CEO, Dr. Annika Johansson. Mr. Farris further urged potential customers to "ask hard questions about data accuracy and uptime," a transparent effort to undermine AHT's sales pipeline and client confidence. This post was widely shared and generated substantial engagement within the health technology industry.

2. November 18, 2024 — Westmark Health IT Post. In a second Westmark Health IT post, Mr. Farris accused AHT of inflating its Net Promoter Scores ("NPS") to close sales deals. He stated that the AHT Board of Directors "doesn't care — only EBITDA matters," impugning the integrity and governance of AHT's board. He further attacked AHT's private equity ownership model, specifically naming Ridgeline Capital Partners, LP, AHT's majority investor, in a manner designed to damage AHT's relationship with its financial sponsors and to create the false impression that AHT's ownership structure is adverse to the interests of its clients.

3. December 12, 2024 — X (formerly Fenmore Solutions) Post. In a post on the social media platform X (formerly known as Fenmore Solutions), Mr. Farris publicly stated that AHT's "churn rate is 14% and climbing" and called AHT's publicly communicated client retention claims "pure fiction." This statement is demonstrably and materially false. AHT's actual gross logo churn rate for fiscal year 2024 is 8.2%, as verified by AHT's independent auditor, Clearwater Audit Partners LLP. Mr. Farris's statement overstated AHT's churn rate by nearly 71%, a falsehood that, given Mr. Farris's former position as Chief Revenue Officer, carries particular weight and credibility with industry observers and prospective clients.

4. February 3, 2025 — Westmark Health IT Post. In perhaps the most brazen post, Mr. Farris disclosed specific client pricing information, stating that one of AHT's "top-5 health system" clients was paying "$4.3M/yr" and asserting that this client was "about to walk." Mr. Farris accused AHT's management of "hiding it from investors," a serious allegation implying fraud or material misrepresentation to AHT's financial sponsors. As discussed further in Section II below, the disclosure of the $4.3 million annual contract value figure independently constitutes a breach of the confidentiality covenant.

B. Podcast Appearances

In addition to his social media activity, Mr. Farris has made disparaging statements about AHT in at least two prominent industry podcast appearances:

1. January 15, 2025 — *The Digital Health Download* Podcast. In an appearance on The Digital Health Download, a podcast with an estimated 28,000 monthly listeners and a dedicated audience of healthcare technology executives and decision-makers, Mr. Farris alleged that AHT has "serious clinical data integrity issues that they've papered over." This statement, made by the company's former Chief Revenue Officer, carries an extraordinary degree of apparent credibility and is designed to strike at the core of AHT's value proposition to its clients — the integrity and reliability of its clinical data platform. Mr. Farris further characterized AHT's leadership as "financially motivated to suppress quality concerns," a baseless and defamatory accusation that implies AHT knowingly compromises patient safety for financial gain.

2. March 4, 2025 — *HealthTech Insider* Podcast. In an appearance on HealthTech Insider, a podcast with an even larger estimated audience of 41,000 monthly listeners, Mr. Farris stated that AHT's gross margin was "barely 55%" and declining. This statement is materially false. AHT's actual audited gross margin for fiscal year 2024, as confirmed by Clearwater Audit Partners LLP, is 68.7% — a figure that is nearly 14 percentage points higher than what Mr. Farris represented. This deliberate misstatement was calculated to portray AHT as a deteriorating business with unfavorable unit economics. In the same appearance, Mr. Farris described AHT's platform as "legacy tech with a SaaS wrapper," a derisive characterization intended to undermine market confidence in AHT's technology. He also characterized the leadership of Dr. Annika Johansson, AHT's Chief Executive Officer, as "delusional" — a personal attack on a named individual that falls squarely within the scope of § 6's prohibition.

Each of the foregoing statements constitutes a clear, independent, and material violation of Section 6 of the Separation Agreement. The sheer volume and persistence of Mr. Farris's disparaging conduct reflects a deliberate decision to disregard his contractual obligations entirely.

II. Breaches of the Confidentiality Covenant (§ 7)

In addition to the disparagement discussed above, Mr. Farris has publicly disclosed Confidential Information as defined in Section 7 of the Separation Agreement. The confidentiality obligation imposed by § 7 is broad, clear, and unambiguous, and it extends for a full five-year period through August 30, 2029. Mr. Farris has shown no regard whatsoever for this binding commitment.

The specific breaches of the confidentiality covenant include, but are not limited to, the following:

(a) Client-Specific Pricing Information. In his February 3, 2025 Westmark Health IT post, Mr. Farris publicly disclosed the annual contract value of a specific AHT enterprise client, stating a figure of "$4.3M/yr" for what he described as a "top-5 health system" client. Client-specific pricing data, including annual contract values, falls squarely within the definition of Confidential Information under § 7 of the Separation Agreement. The disclosure of this figure — which, as discussed in Section III below, corresponds to AHT's contract with Lakeview Regional Health System — provides competitors with actionable intelligence regarding AHT's pricing strategy and exposes AHT to competitive underbidding.

(b) Internal Financial Performance Metrics. Mr. Farris has publicly disclosed — or purported to disclose — internal financial performance metrics of AHT, including his assertions regarding AHT's churn rate (December 12, 2024 X post) and gross margin (March 4, 2025 HealthTech Insider podcast). Regardless of whether these figures are accurate or fabricated — and, as demonstrated above, they are demonstrably false — the disclosure of such categories of information constitutes a violation of § 7. The Separation Agreement does not limit its confidentiality protections to accurate information; it prohibits the disclosure of all Confidential Information, including internal financial metrics, whether stated accurately or inaccurately. Mr. Farris's purported disclosure of such metrics, even if fabricated, reveals the categories of information to which he had access and signals to the market that such internal data may be available from a former senior executive — a harm that is independently actionable.

(c) Internal Product Development Characterizations and Strategic Assessments. Mr. Farris's public characterizations of AHT's technology platform as "legacy tech with a SaaS wrapper" and his descriptions of purported "clinical data integrity issues" reflect internal product assessments and strategic knowledge obtained during his tenure as Chief Revenue Officer. Such characterizations, rooted in Mr. Farris's access to internal company deliberations and proprietary product roadmap information, constitute disclosure of Confidential Information under § 7.

The confidentiality breaches identified above are particularly damaging because they emanate from a former C-suite executive who is presumed by the market to have direct, firsthand knowledge of AHT's operations. AHT expects that its ongoing investigation will reveal additional instances of confidentiality breaches.

III. Breaches of the Non-Solicitation of Clients Covenant (§ 8)

Mr. Farris's misconduct extends well beyond public disparagement and disclosure of confidential information. After departing AHT, Mr. Farris joined Meridian Healthworks, Inc. ("Meridian") — a direct competitor of AHT in the healthcare technology market — on or about October 21, 2024. Since joining Meridian, Mr. Farris has personally and directly contacted at least four AHT enterprise clients to solicit their business for Meridian, in flagrant violation of Section 8 of the Separation Agreement. The non-solicitation of clients covenant runs through August 30, 2026, and each of the following solicitation events occurred well within the restricted period.

AHT has identified the following specific instances of prohibited client solicitation:

1. Lakeview Regional Health System (Cleveland, Ohio). Lakeview Regional Health System is one of AHT's largest enterprise clients, with an annual contract value ("ACV") of $4.3 million per year. The Lakeview contract was scheduled for renewal on April 1, 2025. On or about November 8, 2024, Mr. Farris sent an email directly to Dr. Nina Castellano, Lakeview's Vice President of Population Health, offering what Mr. Farris described as a "competitive transition package" to migrate Lakeview's operations from AHT's platform to Meridian's competing product. Mr. Farris had a pre-existing relationship with Dr. Castellano from his tenure at AHT, and he leveraged that relationship to gain access and make his solicitation pitch.

2. Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland Medical Group is an AHT enterprise client with an ACV of $2.1 million per year. The Prairieland contract was scheduled for renewal on July 1, 2025. On or about December 2, 2024, Mr. Farris placed a telephone call to Thomas Rourke, Prairieland's Chief Executive Officer, for the purpose of soliciting Prairieland's business for Meridian. AHT has confirmed this contact through internal intelligence.

3. Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic Health Partners is an AHT enterprise client with an ACV of $3.7 million per year. The Summit Atlantic contract was scheduled for renewal on September 1, 2025. On or about January 22, 2025, Mr. Farris met in person with Angela Firth, Summit Atlantic's Chief Operating Officer, at an industry conference in Boston, Massachusetts, for the purpose of soliciting Summit Atlantic's business for Meridian. This in-person meeting represents a particularly brazen act of solicitation, as it was conducted openly at a public industry event where Mr. Farris could reasonably expect to encounter AHT personnel and clients.

4. Northbridge Community Health Network (Portland, Maine). Northbridge Community Health Network is an AHT enterprise client with an ACV of $1.6 million per year. The Northbridge contract was scheduled for renewal on March 1, 2025. On or about November 14, 2024, Mr. Farris sent direct messages via Westmark Health IT to William Okafor, Northbridge's Chief Technology Officer, soliciting Northbridge's business for Meridian.

The total at-risk ACV from the four enterprise clients directly solicited by Mr. Farris is $11.7 million per year, representing a substantial and material portion of AHT's recurring revenue base.

As a direct and proximate result of Mr. Farris's prohibited solicitation activities, AHT has already suffered the following confirmed and probable losses:

• Northbridge Community Health Network declined to renew its AHT contract effective March 1, 2025, and signed a new agreement with Meridian Healthworks on March 15, 2025 — confirming that Mr. Farris's solicitation directly caused the loss of a $1.6 million annual client relationship.

• Lakeview Regional Health System formally notified AHT of its intent not to renew its contract by letter dated October 28, 2025 — a loss of $4.3 million in ACV that AHT attributes directly to Mr. Farris's solicitation of Dr. Castellano and his broader public disparagement campaign.

The confirmed and probable lost ACV from Mr. Farris's client solicitation activities is $5.9 million per year ($1.6 million from Northbridge plus $4.3 million from Lakeview). The remaining two solicited clients, Prairieland and Summit Atlantic, remain at elevated risk of non-renewal, representing an additional $5.8 million in ACV that may be lost as a further consequence of Mr. Farris's unlawful conduct.

Each of the foregoing solicitation acts constitutes a clear, independent, and material violation of Section 8 of the Separation Agreement, which remains in full force and effect through August 30, 2026.

IV. Breaches of the Non-Solicitation of Employees Covenant (§ 9)

AHT has further evidence that Mr. Farris has engaged in the prohibited solicitation of AHT employees in violation of Section 9 of the Separation Agreement. Specifically, AHT has evidence that Mr. Farris personally contacted two senior AHT sales directors — Renata Solis and Jerome Ashworth — both of whom reported directly to Mr. Farris during his tenure as Chief Revenue Officer and both of whom were critical members of AHT's enterprise sales organization.

Ms. Solis resigned from AHT on February 10, 2025. Mr. Ashworth resigned from AHT on February 24, 2025. Both individuals subsequently joined Meridian Healthworks, replicating the pattern of Mr. Farris's own departure and confirming the coordinated nature of the solicitation effort.

AHT possesses text message evidence of Mr. Farris's pre-resignation communications with both Ms. Solis and Mr. Ashworth. These communications, the content and timing of which leave no doubt as to their soliciting nature, occurred while both individuals were still employed by AHT and well within the restricted period under § 9 of the Separation Agreement.

The loss of Ms. Solis and Mr. Ashworth has compounded the harm to AHT's client relationships and sales operations. Both individuals managed key enterprise accounts and possessed deep institutional knowledge of AHT's client base, pricing structures, and competitive positioning. Their departure to a direct competitor, engineered by Mr. Farris in violation of his contractual obligations, has further weakened AHT's ability to retain its existing client base and compete effectively in the market.

These acts constitute clear and material violations of Section 9 of the Separation Agreement, which remains in full force and effect through August 30, 2026.

V. Summary of Damages

AHT has engaged Hargrove Forensic Economics LLC, under the direction of Dr. Tobias Hargrove, CFA, to quantify the full extent of damages caused by Mr. Farris's breaches of the Separation Agreement. While the investigation and analysis are ongoing, the preliminary damages assessment is as follows:

Additionally, AHT's internal sales metrics demonstrate a precipitous decline in pipeline conversion rates that is directly attributable to Mr. Farris's public statements. AHT's sales pipeline conversion rate dropped from 34% in Q3 of fiscal year 2024 to 21% in Q1 of fiscal year 2025 — a decline of 13 percentage points, representing a 38% deterioration in conversion efficiency. At least three prospective clients during this period cited "market concerns about Arbor's data quality" in their deal-loss feedback, directly echoing the false narrative that Mr. Farris has propagated through social media and podcast appearances.

AHT reserves the right to supplement and increase this damages estimate as its investigation continues and additional harm is identified. AHT further reserves the right to seek recovery of all prevailing party attorneys' fees and costs incurred in connection with the enforcement of the Separation Agreement, as expressly provided under Section 16 thereof.

VI. Demands

In light of the foregoing, AHT demands that Mr. Farris immediately take each of the following actions:

(a) Cease All Disparaging Public Statements. Mr. Farris must immediately cease and desist from making any further written or oral statements, whether on social media, in podcast or media appearances, at industry events, or in any other public or private forum, that disparage, defame, or cast in a negative light AHT, its products, services, technology platform, officers, directors, employees, investors (including Ridgeline Capital Partners, LP), or business prospects, in accordance with his obligations under Section 6 of the Separation Agreement.

(b) Remove All Offending Social Media Posts. Within forty-eight (48) hours of the date of this letter, Mr. Farris must delete or cause to be removed all of the following social media posts: (i) the Westmark Health IT post dated November 3, 2024; (ii) the Westmark Health IT post dated November 18, 2024; (iii) the post on X (formerly Fenmore Solutions) dated December 12, 2024; and (iv) the Westmark Health IT post dated February 3, 2025. Mr. Farris must provide written confirmation to undersigned counsel, with screenshots or other verifiable evidence, that each post has been permanently deleted.

(c) Request Retraction of Podcast Statements. Within forty-eight (48) hours of the date of this letter, Mr. Farris must submit written requests to the producers and hosts of (i) The Digital Health Download (with respect to the episode originally published on or about January 15, 2025) and (ii) HealthTech Insider (with respect to the episode originally published on or about March 4, 2025) requesting that his statements be retracted and that the episodes be removed from public access or, at minimum, that his portions be excised. Mr. Farris must provide AHT, through undersigned counsel, with copies of such written retraction requests within the same forty-eight (48) hour period.

(d) Cease All Solicitation of AHT Clients and Employees. Mr. Farris must immediately cease all direct or indirect solicitation, diversion, contact, or servicing of any AHT Client (as defined in Section 8 of the Separation Agreement), including but not limited to Lakeview Regional Health System, Prairieland Medical Group P.C., Summit Atlantic Health Partners LLC, and Northbridge Community Health Network. Mr. Farris must further immediately cease all direct or indirect recruitment, solicitation, or hiring of any AHT employee (as defined in Section 9 of the Separation Agreement). These obligations remain in full force and effect through the expiration of the restricted period on August 30, 2026.

(e) Return All AHT Confidential Information. Within forty-eight (48) hours of the date of this letter, Mr. Farris must return to AHT, or certify in writing the destruction of, all Confidential Information (as defined in Section 7 of the Separation Agreement) in Mr. Farris's possession, custody, or control, in any form whatsoever, whether physical or electronic, including but not limited to documents, files, emails, presentations, spreadsheets, databases, reports, and any copies, summaries, extracts, or derivative works thereof. Any certification of destruction must be provided under oath and must specifically identify the categories of materials destroyed and the method of destruction.

VII. Consequences of Non-Compliance

AHT's demands are not negotiable, and the timeline set forth herein is firm. If AHT does not receive written confirmation of Mr. Farris's full and unconditional compliance with each and every demand set forth in Section VI above within forty-eight (48) hours of the date of this letter — i.e., by no later than 5:00 PM Eastern Standard Time on Friday, November 21, 2025 — AHT will immediately file a Verified Complaint and Motion for Temporary Restraining Order and Preliminary Injunction in the Suffolk County Superior Court, Commonwealth of Massachusetts, the exclusive forum designated under Section 15 of the Separation Agreement.

In such litigation, AHT will seek the following relief, without limitation:

(i) Emergency injunctive relief, including a temporary restraining order and preliminary and permanent injunctions, halting all ongoing disparagement, disclosure of Confidential Information, and solicitation of AHT clients and employees in violation of the Separation Agreement;

(ii) Clawback and return of the full $1,016,866 in separation consideration paid to Mr. Farris, as provided under Sections 10(a) and 10(b) of the Separation Agreement;

(iii) Liquidated damages in the amount of $250,000 for breach of Sections 6 and 7 of the Separation Agreement, as provided under Section 10(d);

(iv) Full compensatory and consequential damages for all losses proximately caused by Mr. Farris's breaches, currently estimated to exceed $27 million as set forth above, and continuing to accrue;

(v) Claims for violation of the Massachusetts Trade Secrets Act, M.G.L. c. 93, § 42, arising from Mr. Farris's misappropriation and public disclosure of AHT's trade secrets and confidential business information;

(vi) Claims for tortious interference with advantageous business relations, arising from Mr. Farris's deliberate and improper interference with AHT's existing and prospective client relationships;

(vii) Claims for defamation and business disparagement, arising from Mr. Farris's publication of materially false statements concerning AHT's financial performance, data integrity, and business practices; and

(viii) Recovery of all prevailing party attorneys' fees and costs, as provided under Section 16 of the Separation Agreement and applicable law.

AHT wishes to make clear that it has already taken comprehensive steps to preserve the evidentiary record. AHT has retained Stonebridge Investigative Group LLC to forensically preserve all of Mr. Farris's public social media posts, podcast recordings, and related digital evidence. All relevant evidence has been secured and authenticated, and any deletion of the offending posts by Mr. Farris at this stage, while demanded and expected, will not affect AHT's ability to prove its claims at trial.

AHT is fully prepared to litigate this matter to its conclusion and to seek the maximum relief available under the Separation Agreement, at law, and in equity.

Reservation of Rights

This letter is not intended to be, and shall not be construed as, a waiver of any rights, remedies, or claims available to AHT under the Separation Agreement, at law, or in equity. AHT expressly reserves all such rights, remedies, and claims, whether or not specifically identified herein, including but not limited to rights arising under common law, statute, or the terms of any other agreement between the parties.

Nothing contained in this letter constitutes an exhaustive recitation of Mr. Farris's breaches of the Separation Agreement or of AHT's claims against Mr. Farris. AHT's investigation into Mr. Farris's conduct is ongoing, and AHT expressly reserves the right to identify and assert additional breaches as its investigation continues. The failure to reference any specific act or omission by Mr. Farris in this letter shall not be deemed a waiver of AHT's right to assert claims based on such act or omission.

AHT expects a prompt response and immediate corrective action as set forth above. The 48-hour deadline stated herein is firm, and AHT will not grant any extensions absent extraordinary circumstances.

Please direct all further communications regarding this matter to the undersigned at:

Samuel Eklund, Partner Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, MA 02110 Telephone: (617) 555-8214

Email: seklund@calderwoodharkness.com

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Samuel Eklund Partner

cc: (via email)

Marcus Tremblay, General Counsel, Arbor Health Technologies Inc. Linda Osei, Partner, Calderwood & Harkness LLP Hannah Brinkley, Senior Associate, Calderwood & Harkness LLP

Enclosures: None. Referenced documents to be provided upon filing if necessary.

Category	Amount
Confirmed lost ACV (Northbridge + Lakeview, Year 1)	$5,900,000
Multi-year contract value lost (3-year average remaining term)	$17,700,000
Pipeline conversion loss (Q4 2024 – Q2 2025)	$8,200,000
Reputational remediation costs (public relations, client communications)	$340,000
Liquidated damages under § 10(d) of the Separation Agreement	$250,000
Clawback of separation consideration under § 10(a)-(b)	$1,016,866
Total estimated damages (excluding attorneys' fees and costs)	~$27,506,866

CALDERWOOD & HARKNESS LLP Attorneys at Law 100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 555-8200 Facsimile: (617) 555-8201 www.calderwoodharkness.com
November 19, 2025
VIA FIRST CLASS MAIL AND EMAIL
Constance A. Whitfield, Esq. Whitfield, Boone & Calloway LLP 200 Ashbury Asset Advisors, Suite 3100 Boston, MA 02109
Re: Arbor Health Technologies Inc. v. Desmond R. Farris — Breaches of Separation Agreement and General Release dated August 9, 2024 Matter No. 1010-00005
CONFIDENTIAL — ATTORNEY COMMUNICATION
Dear Ms. Whitfield:
I am a partner in the Litigation and Employment Practice Groups at Calderwood & Harkness LLP. This firm represents Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110, in connection with the matter referenced above. I write on behalf of AHT regarding the ongoing and escalating breaches by your client, Desmond R. Farris, of the Separation Agreement and General Release executed on August 9, 2024, and effective as of August 30, 2024 (the "Separation Agreement"). Calderwood & Harkness has been engaged to pursue all available legal claims against Mr. Farris arising from these breaches, whether sounding in contract, tort, or statute. This letter constitutes AHT's final pre-filing demand.
As you are aware, the parties have attempted to resolve this matter without resort to litigation. On September 15, 2025, AHT's General Counsel, Marcus Tremblay, sent a detailed demand letter directly to Mr. Farris identifying specific breaches of the Separation Agreement and demanding that Mr. Farris immediately comply with his binding obligations thereunder. On October 3, 2025, you responded on behalf of Mr. Farris, denying all material allegations contained in Mr. Tremblay's letter. AHT has carefully considered your response and finds it to be without merit in all respects.
More troublingly, since the date of your October 3 response, Mr. Farris has taken no corrective action whatsoever. The offending social media posts described herein remain publicly accessible. The podcast episodes in which Mr. Farris made false and defamatory statements about AHT remain available for download and streaming. And AHT has suffered additional, concrete, and measurable harm in the intervening period — most significantly, a formal non-renewal notice from Lakeview Regional Health System, one of AHT's largest enterprise clients, dated October 28, 2025. The facts compel the conclusion that Mr. Farris has no intention of honoring his contractual obligations absent judicial intervention.
The purpose of this letter is to set forth in detail the nature, scope, and consequences of Mr. Farris's breaches; to quantify the substantial damages AHT has incurred and continues to incur; to demand specific corrective action within 48 hours; and to advise you of the litigation AHT will immediately commence if those demands are not satisfied in full.
Background — The Separation Agreement
Mr. Farris served as AHT's Chief Revenue Officer from September 8, 2020 through August 9, 2024. During his tenure, Mr. Farris had access to AHT's most sensitive confidential and proprietary information, including client pricing data, financial performance metrics, product development strategies, sales pipeline details, and internal assessments of client relationships. Mr. Farris reported directly to AHT's Chief Executive Officer, Dr. Annika Johansson, and was a member of AHT's senior leadership team throughout his employment.
Upon his separation from AHT on August 9, 2024, Mr. Farris executed the Separation Agreement. The Separation Agreement was presented to Mr. Farris on August 9, 2024. 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"), Mr. Farris was afforded a full twenty-one (21) day consideration period in which to review the agreement with counsel of his choosing. Mr. Farris signed the Separation Agreement on August 26, 2024. The seven (7) day revocation period provided under the OWBPA/ADEA expired without Mr. Farris exercising his revocation right, and the Separation Agreement accordingly became effective on August 30, 2024.
In exchange for Mr. Farris's agreement to the restrictive covenants and release of claims contained in the Separation Agreement, AHT provided Mr. Farris with total separation consideration valued at $1,016,866, comprising the following:
(i) Cash Severance (§ 3(a)): $577,500 in cash severance, representing eighteen (18) months of Mr. Farris's base salary at the annual rate of $385,000, payable in accordance with AHT's regular payroll schedule;
(ii) COBRA Premium Subsidies (§ 3(b)): $39,366 in COBRA premium subsidies, calculated at $2,187 per month for a period of eighteen (18) months, enabling Mr. Farris and his dependents to continue group health insurance coverage at AHT's expense; and
(iii) Accelerated Vesting of Stock Options (§ 3(c)): Accelerated vesting of 62,500 unvested stock options at a strike price of $4.80 per share, which had an estimated spread value of $400,000 at the time of separation based on the then-current fair market value of AHT's common stock.
This separation consideration was extraordinarily generous and far exceeded anything to which Mr. Farris would have been entitled absent the Separation Agreement. In return for this valuable consideration, Mr. Farris agreed to the following binding obligations, among others:
(i) Non-Disparagement (§ 6): Mr. Farris agreed not to make any written or oral statements that disparage, defame, or cast in a negative light AHT, its products, services, officers, directors, employees, or investors. This obligation is mutual and has no expiration date.
(ii) Confidentiality (§ 7): Mr. Farris agreed to maintain the confidentiality of all Confidential Information (as defined therein) for a period of five (5) years through August 30, 2029. Confidential Information is broadly defined in the Separation Agreement to include, without limitation, client data, pricing information, financial performance metrics, product development strategies, sales pipeline information, and any other proprietary information of AHT not generally known to the public.
(iii) Non-Solicitation of Clients (§ 8): Mr. Farris agreed not to, directly or indirectly, solicit, divert, or attempt to solicit or divert any AHT Client (as defined therein) for a period of twenty-four (24) months through August 30, 2026.
(iv) Non-Solicitation of Employees (§ 9): Mr. Farris agreed not to, directly or indirectly, recruit, solicit, or hire, or attempt to recruit, solicit, or hire, any employee of AHT for a period of twenty-four (24) months through August 30, 2026.
Critically, the Separation Agreement provides robust remedies in the event of Mr. Farris's material breach of Sections 6 through 9. Specifically, Section 10 of the Separation Agreement provides that upon any material breach:
(a) AHT is entitled to the immediate cessation of any remaining separation payments;
(b) AHT is entitled to a full clawback and return of all separation consideration previously paid to Mr. Farris;
(c) AHT is entitled to injunctive relief, including temporary restraining orders and preliminary and permanent injunctions, without the requirement of posting a bond or other security; and
(d) AHT is entitled to liquidated damages in the amount of $250,000 for any breach of Section 6 (Non-Disparagement) or Section 7 (Confidentiality), in addition to, and not in lieu of, any actual damages suffered by AHT.
The Separation Agreement is governed by the laws of the Commonwealth of Massachusetts (§ 14). The parties consented to the exclusive jurisdiction and venue of the Suffolk County Superior Court, Commonwealth of Massachusetts, for any dispute arising under or relating to the Separation Agreement (§ 15). The Separation Agreement further provides that the prevailing party in any action to enforce its terms shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party (§ 16).
As set forth in detail below, Mr. Farris has materially breached each of these core obligations — egregiously, repeatedly, and without any apparent intent to cease his harmful conduct.
I. Breaches of the Non-Disparagement Covenant (§ 6)
Since the effective date of the Separation Agreement, Mr. Farris has engaged in a sustained, deliberate, and escalating public campaign of disparagement directed at AHT, its products, its leadership, and its investors. This campaign has been waged through multiple channels, including social media platforms and prominent industry podcast appearances, and has been calculated to inflict maximum damage on AHT's business reputation and client relationships.
A. Social Media Posts
Mr. Farris has published a series of disparaging and, in several instances, demonstrably false statements on social media platforms, where he commands a significant professional following. Each of the following posts has been forensically preserved:
1. November 3, 2024 — Westmark Health IT Post. In a post visible to Mr. Farris's approximately 12,400 Westmark Health IT followers, Mr. Farris characterized AHT as treating "customers like ATMs and employees like disposable parts." He described AHT's corporate culture as "rotten from the top," a clear and direct attack on AHT's senior leadership, including its CEO, Dr. Annika Johansson. Mr. Farris further urged potential customers to "ask hard questions about data accuracy and uptime," a transparent effort to undermine AHT's sales pipeline and client confidence. This post was widely shared and generated substantial engagement within the health technology industry.
2. November 18, 2024 — Westmark Health IT Post. In a second Westmark Health IT post, Mr. Farris accused AHT of inflating its Net Promoter Scores ("NPS") to close sales deals. He stated that the AHT Board of Directors "doesn't care — only EBITDA matters," impugning the integrity and governance of AHT's board. He further attacked AHT's private equity ownership model, specifically naming Ridgeline Capital Partners, LP, AHT's majority investor, in a manner designed to damage AHT's relationship with its financial sponsors and to create the false impression that AHT's ownership structure is adverse to the interests of its clients.
3. December 12, 2024 — X (formerly Fenmore Solutions) Post. In a post on the social media platform X (formerly known as Fenmore Solutions), Mr. Farris publicly stated that AHT's "churn rate is 14% and climbing" and called AHT's publicly communicated client retention claims "pure fiction." This statement is demonstrably and materially false. AHT's actual gross logo churn rate for fiscal year 2024 is 8.2%, as verified by AHT's independent auditor, Clearwater Audit Partners LLP. Mr. Farris's statement overstated AHT's churn rate by nearly 71%, a falsehood that, given Mr. Farris's former position as Chief Revenue Officer, carries particular weight and credibility with industry observers and prospective clients.
4. February 3, 2025 — Westmark Health IT Post. In perhaps the most brazen post, Mr. Farris disclosed specific client pricing information, stating that one of AHT's "top-5 health system" clients was paying "$4.3M/yr" and asserting that this client was "about to walk." Mr. Farris accused AHT's management of "hiding it from investors," a serious allegation implying fraud or material misrepresentation to AHT's financial sponsors. As discussed further in Section II below, the disclosure of the $4.3 million annual contract value figure independently constitutes a breach of the confidentiality covenant.
B. Podcast Appearances
In addition to his social media activity, Mr. Farris has made disparaging statements about AHT in at least two prominent industry podcast appearances:
1. January 15, 2025 — *The Digital Health Download* Podcast. In an appearance on The Digital Health Download, a podcast with an estimated 28,000 monthly listeners and a dedicated audience of healthcare technology executives and decision-makers, Mr. Farris alleged that AHT has "serious clinical data integrity issues that they've papered over." This statement, made by the company's former Chief Revenue Officer, carries an extraordinary degree of apparent credibility and is designed to strike at the core of AHT's value proposition to its clients — the integrity and reliability of its clinical data platform. Mr. Farris further characterized AHT's leadership as "financially motivated to suppress quality concerns," a baseless and defamatory accusation that implies AHT knowingly compromises patient safety for financial gain.
2. March 4, 2025 — *HealthTech Insider* Podcast. In an appearance on HealthTech Insider, a podcast with an even larger estimated audience of 41,000 monthly listeners, Mr. Farris stated that AHT's gross margin was "barely 55%" and declining. This statement is materially false. AHT's actual audited gross margin for fiscal year 2024, as confirmed by Clearwater Audit Partners LLP, is 68.7% — a figure that is nearly 14 percentage points higher than what Mr. Farris represented. This deliberate misstatement was calculated to portray AHT as a deteriorating business with unfavorable unit economics. In the same appearance, Mr. Farris described AHT's platform as "legacy tech with a SaaS wrapper," a derisive characterization intended to undermine market confidence in AHT's technology. He also characterized the leadership of Dr. Annika Johansson, AHT's Chief Executive Officer, as "delusional" — a personal attack on a named individual that falls squarely within the scope of § 6's prohibition.
Each of the foregoing statements constitutes a clear, independent, and material violation of Section 6 of the Separation Agreement. The sheer volume and persistence of Mr. Farris's disparaging conduct reflects a deliberate decision to disregard his contractual obligations entirely.
II. Breaches of the Confidentiality Covenant (§ 7)
In addition to the disparagement discussed above, Mr. Farris has publicly disclosed Confidential Information as defined in Section 7 of the Separation Agreement. The confidentiality obligation imposed by § 7 is broad, clear, and unambiguous, and it extends for a full five-year period through August 30, 2029. Mr. Farris has shown no regard whatsoever for this binding commitment.
The specific breaches of the confidentiality covenant include, but are not limited to, the following:
(a) Client-Specific Pricing Information. In his February 3, 2025 Westmark Health IT post, Mr. Farris publicly disclosed the annual contract value of a specific AHT enterprise client, stating a figure of "$4.3M/yr" for what he described as a "top-5 health system" client. Client-specific pricing data, including annual contract values, falls squarely within the definition of Confidential Information under § 7 of the Separation Agreement. The disclosure of this figure — which, as discussed in Section III below, corresponds to AHT's contract with Lakeview Regional Health System — provides competitors with actionable intelligence regarding AHT's pricing strategy and exposes AHT to competitive underbidding.
(b) Internal Financial Performance Metrics. Mr. Farris has publicly disclosed — or purported to disclose — internal financial performance metrics of AHT, including his assertions regarding AHT's churn rate (December 12, 2024 X post) and gross margin (March 4, 2025 HealthTech Insider podcast). Regardless of whether these figures are accurate or fabricated — and, as demonstrated above, they are demonstrably false — the disclosure of such categories of information constitutes a violation of § 7. The Separation Agreement does not limit its confidentiality protections to accurate information; it prohibits the disclosure of all Confidential Information, including internal financial metrics, whether stated accurately or inaccurately. Mr. Farris's purported disclosure of such metrics, even if fabricated, reveals the categories of information to which he had access and signals to the market that such internal data may be available from a former senior executive — a harm that is independently actionable.
(c) Internal Product Development Characterizations and Strategic Assessments. Mr. Farris's public characterizations of AHT's technology platform as "legacy tech with a SaaS wrapper" and his descriptions of purported "clinical data integrity issues" reflect internal product assessments and strategic knowledge obtained during his tenure as Chief Revenue Officer. Such characterizations, rooted in Mr. Farris's access to internal company deliberations and proprietary product roadmap information, constitute disclosure of Confidential Information under § 7.
The confidentiality breaches identified above are particularly damaging because they emanate from a former C-suite executive who is presumed by the market to have direct, firsthand knowledge of AHT's operations. AHT expects that its ongoing investigation will reveal additional instances of confidentiality breaches.
III. Breaches of the Non-Solicitation of Clients Covenant (§ 8)
Mr. Farris's misconduct extends well beyond public disparagement and disclosure of confidential information. After departing AHT, Mr. Farris joined Meridian Healthworks, Inc. ("Meridian") — a direct competitor of AHT in the healthcare technology market — on or about October 21, 2024. Since joining Meridian, Mr. Farris has personally and directly contacted at least four AHT enterprise clients to solicit their business for Meridian, in flagrant violation of Section 8 of the Separation Agreement. The non-solicitation of clients covenant runs through August 30, 2026, and each of the following solicitation events occurred well within the restricted period.
AHT has identified the following specific instances of prohibited client solicitation:
1. Lakeview Regional Health System (Cleveland, Ohio). Lakeview Regional Health System is one of AHT's largest enterprise clients, with an annual contract value ("ACV") of $4.3 million per year. The Lakeview contract was scheduled for renewal on April 1, 2025. On or about November 8, 2024, Mr. Farris sent an email directly to Dr. Nina Castellano, Lakeview's Vice President of Population Health, offering what Mr. Farris described as a "competitive transition package" to migrate Lakeview's operations from AHT's platform to Meridian's competing product. Mr. Farris had a pre-existing relationship with Dr. Castellano from his tenure at AHT, and he leveraged that relationship to gain access and make his solicitation pitch.
2. Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland Medical Group is an AHT enterprise client with an ACV of $2.1 million per year. The Prairieland contract was scheduled for renewal on July 1, 2025. On or about December 2, 2024, Mr. Farris placed a telephone call to Thomas Rourke, Prairieland's Chief Executive Officer, for the purpose of soliciting Prairieland's business for Meridian. AHT has confirmed this contact through internal intelligence.
3. Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic Health Partners is an AHT enterprise client with an ACV of $3.7 million per year. The Summit Atlantic contract was scheduled for renewal on September 1, 2025. On or about January 22, 2025, Mr. Farris met in person with Angela Firth, Summit Atlantic's Chief Operating Officer, at an industry conference in Boston, Massachusetts, for the purpose of soliciting Summit Atlantic's business for Meridian. This in-person meeting represents a particularly brazen act of solicitation, as it was conducted openly at a public industry event where Mr. Farris could reasonably expect to encounter AHT personnel and clients.
4. Northbridge Community Health Network (Portland, Maine). Northbridge Community Health Network is an AHT enterprise client with an ACV of $1.6 million per year. The Northbridge contract was scheduled for renewal on March 1, 2025. On or about November 14, 2024, Mr. Farris sent direct messages via Westmark Health IT to William Okafor, Northbridge's Chief Technology Officer, soliciting Northbridge's business for Meridian.
The total at-risk ACV from the four enterprise clients directly solicited by Mr. Farris is $11.7 million per year, representing a substantial and material portion of AHT's recurring revenue base.
As a direct and proximate result of Mr. Farris's prohibited solicitation activities, AHT has already suffered the following confirmed and probable losses:
• Northbridge Community Health Network declined to renew its AHT contract effective March 1, 2025, and signed a new agreement with Meridian Healthworks on March 15, 2025 — confirming that Mr. Farris's solicitation directly caused the loss of a $1.6 million annual client relationship.
• Lakeview Regional Health System formally notified AHT of its intent not to renew its contract by letter dated October 28, 2025 — a loss of $4.3 million in ACV that AHT attributes directly to Mr. Farris's solicitation of Dr. Castellano and his broader public disparagement campaign.
The confirmed and probable lost ACV from Mr. Farris's client solicitation activities is $5.9 million per year ($1.6 million from Northbridge plus $4.3 million from Lakeview). The remaining two solicited clients, Prairieland and Summit Atlantic, remain at elevated risk of non-renewal, representing an additional $5.8 million in ACV that may be lost as a further consequence of Mr. Farris's unlawful conduct.
Each of the foregoing solicitation acts constitutes a clear, independent, and material violation of Section 8 of the Separation Agreement, which remains in full force and effect through August 30, 2026.
IV. Breaches of the Non-Solicitation of Employees Covenant (§ 9)
AHT has further evidence that Mr. Farris has engaged in the prohibited solicitation of AHT employees in violation of Section 9 of the Separation Agreement. Specifically, AHT has evidence that Mr. Farris personally contacted two senior AHT sales directors — Renata Solis and Jerome Ashworth — both of whom reported directly to Mr. Farris during his tenure as Chief Revenue Officer and both of whom were critical members of AHT's enterprise sales organization.
Ms. Solis resigned from AHT on February 10, 2025. Mr. Ashworth resigned from AHT on February 24, 2025. Both individuals subsequently joined Meridian Healthworks, replicating the pattern of Mr. Farris's own departure and confirming the coordinated nature of the solicitation effort.
AHT possesses text message evidence of Mr. Farris's pre-resignation communications with both Ms. Solis and Mr. Ashworth. These communications, the content and timing of which leave no doubt as to their soliciting nature, occurred while both individuals were still employed by AHT and well within the restricted period under § 9 of the Separation Agreement.
The loss of Ms. Solis and Mr. Ashworth has compounded the harm to AHT's client relationships and sales operations. Both individuals managed key enterprise accounts and possessed deep institutional knowledge of AHT's client base, pricing structures, and competitive positioning. Their departure to a direct competitor, engineered by Mr. Farris in violation of his contractual obligations, has further weakened AHT's ability to retain its existing client base and compete effectively in the market.
These acts constitute clear and material violations of Section 9 of the Separation Agreement, which remains in full force and effect through August 30, 2026.
V. Summary of Damages
AHT has engaged Hargrove Forensic Economics LLC, under the direction of Dr. Tobias Hargrove, CFA, to quantify the full extent of damages caused by Mr. Farris's breaches of the Separation Agreement. While the investigation and analysis are ongoing, the preliminary damages assessment is as follows:
Additionally, AHT's internal sales metrics demonstrate a precipitous decline in pipeline conversion rates that is directly attributable to Mr. Farris's public statements. AHT's sales pipeline conversion rate dropped from 34% in Q3 of fiscal year 2024 to 21% in Q1 of fiscal year 2025 — a decline of 13 percentage points, representing a 38% deterioration in conversion efficiency. At least three prospective clients during this period cited "market concerns about Arbor's data quality" in their deal-loss feedback, directly echoing the false narrative that Mr. Farris has propagated through social media and podcast appearances.
AHT reserves the right to supplement and increase this damages estimate as its investigation continues and additional harm is identified. AHT further reserves the right to seek recovery of all prevailing party attorneys' fees and costs incurred in connection with the enforcement of the Separation Agreement, as expressly provided under Section 16 thereof.
VI. Demands
In light of the foregoing, AHT demands that Mr. Farris immediately take each of the following actions:
(a) Cease All Disparaging Public Statements. Mr. Farris must immediately cease and desist from making any further written or oral statements, whether on social media, in podcast or media appearances, at industry events, or in any other public or private forum, that disparage, defame, or cast in a negative light AHT, its products, services, technology platform, officers, directors, employees, investors (including Ridgeline Capital Partners, LP), or business prospects, in accordance with his obligations under Section 6 of the Separation Agreement.
(b) Remove All Offending Social Media Posts. Within forty-eight (48) hours of the date of this letter, Mr. Farris must delete or cause to be removed all of the following social media posts: (i) the Westmark Health IT post dated November 3, 2024; (ii) the Westmark Health IT post dated November 18, 2024; (iii) the post on X (formerly Fenmore Solutions) dated December 12, 2024; and (iv) the Westmark Health IT post dated February 3, 2025. Mr. Farris must provide written confirmation to undersigned counsel, with screenshots or other verifiable evidence, that each post has been permanently deleted.
(c) Request Retraction of Podcast Statements. Within forty-eight (48) hours of the date of this letter, Mr. Farris must submit written requests to the producers and hosts of (i) The Digital Health Download (with respect to the episode originally published on or about January 15, 2025) and (ii) HealthTech Insider (with respect to the episode originally published on or about March 4, 2025) requesting that his statements be retracted and that the episodes be removed from public access or, at minimum, that his portions be excised. Mr. Farris must provide AHT, through undersigned counsel, with copies of such written retraction requests within the same forty-eight (48) hour period.
(d) Cease All Solicitation of AHT Clients and Employees. Mr. Farris must immediately cease all direct or indirect solicitation, diversion, contact, or servicing of any AHT Client (as defined in Section 8 of the Separation Agreement), including but not limited to Lakeview Regional Health System, Prairieland Medical Group P.C., Summit Atlantic Health Partners LLC, and Northbridge Community Health Network. Mr. Farris must further immediately cease all direct or indirect recruitment, solicitation, or hiring of any AHT employee (as defined in Section 9 of the Separation Agreement). These obligations remain in full force and effect through the expiration of the restricted period on August 30, 2026.
(e) Return All AHT Confidential Information. Within forty-eight (48) hours of the date of this letter, Mr. Farris must return to AHT, or certify in writing the destruction of, all Confidential Information (as defined in Section 7 of the Separation Agreement) in Mr. Farris's possession, custody, or control, in any form whatsoever, whether physical or electronic, including but not limited to documents, files, emails, presentations, spreadsheets, databases, reports, and any copies, summaries, extracts, or derivative works thereof. Any certification of destruction must be provided under oath and must specifically identify the categories of materials destroyed and the method of destruction.
VII. Consequences of Non-Compliance
AHT's demands are not negotiable, and the timeline set forth herein is firm. If AHT does not receive written confirmation of Mr. Farris's full and unconditional compliance with each and every demand set forth in Section VI above within forty-eight (48) hours of the date of this letter — i.e., by no later than 5:00 PM Eastern Standard Time on Friday, November 21, 2025 — AHT will immediately file a Verified Complaint and Motion for Temporary Restraining Order and Preliminary Injunction in the Suffolk County Superior Court, Commonwealth of Massachusetts, the exclusive forum designated under Section 15 of the Separation Agreement.
In such litigation, AHT will seek the following relief, without limitation:
(i) Emergency injunctive relief, including a temporary restraining order and preliminary and permanent injunctions, halting all ongoing disparagement, disclosure of Confidential Information, and solicitation of AHT clients and employees in violation of the Separation Agreement;
(ii) Clawback and return of the full $1,016,866 in separation consideration paid to Mr. Farris, as provided under Sections 10(a) and 10(b) of the Separation Agreement;
(iii) Liquidated damages in the amount of $250,000 for breach of Sections 6 and 7 of the Separation Agreement, as provided under Section 10(d);
(iv) Full compensatory and consequential damages for all losses proximately caused by Mr. Farris's breaches, currently estimated to exceed $27 million as set forth above, and continuing to accrue;
(v) Claims for violation of the Massachusetts Trade Secrets Act, M.G.L. c. 93, § 42, arising from Mr. Farris's misappropriation and public disclosure of AHT's trade secrets and confidential business information;
(vi) Claims for tortious interference with advantageous business relations, arising from Mr. Farris's deliberate and improper interference with AHT's existing and prospective client relationships;
(vii) Claims for defamation and business disparagement, arising from Mr. Farris's publication of materially false statements concerning AHT's financial performance, data integrity, and business practices; and
(viii) Recovery of all prevailing party attorneys' fees and costs, as provided under Section 16 of the Separation Agreement and applicable law.
AHT wishes to make clear that it has already taken comprehensive steps to preserve the evidentiary record. AHT has retained Stonebridge Investigative Group LLC to forensically preserve all of Mr. Farris's public social media posts, podcast recordings, and related digital evidence. All relevant evidence has been secured and authenticated, and any deletion of the offending posts by Mr. Farris at this stage, while demanded and expected, will not affect AHT's ability to prove its claims at trial.
AHT is fully prepared to litigate this matter to its conclusion and to seek the maximum relief available under the Separation Agreement, at law, and in equity.
Reservation of Rights
This letter is not intended to be, and shall not be construed as, a waiver of any rights, remedies, or claims available to AHT under the Separation Agreement, at law, or in equity. AHT expressly reserves all such rights, remedies, and claims, whether or not specifically identified herein, including but not limited to rights arising under common law, statute, or the terms of any other agreement between the parties.
Nothing contained in this letter constitutes an exhaustive recitation of Mr. Farris's breaches of the Separation Agreement or of AHT's claims against Mr. Farris. AHT's investigation into Mr. Farris's conduct is ongoing, and AHT expressly reserves the right to identify and assert additional breaches as its investigation continues. The failure to reference any specific act or omission by Mr. Farris in this letter shall not be deemed a waiver of AHT's right to assert claims based on such act or omission.
AHT expects a prompt response and immediate corrective action as set forth above. The 48-hour deadline stated herein is firm, and AHT will not grant any extensions absent extraordinary circumstances.
Please direct all further communications regarding this matter to the undersigned at:
Samuel Eklund, Partner Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, MA 02110 Telephone: (617) 555-8214
Email: seklund@calderwoodharkness.com
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Samuel Eklund Partner
cc: (via email)
Marcus Tremblay, General Counsel, Arbor Health Technologies Inc. Linda Osei, Partner, Calderwood & Harkness LLP Hannah Brinkley, Senior Associate, Calderwood & Harkness LLP
Enclosures: None. Referenced documents to be provided upon filing if necessary.
Category | Amount
Confirmed lost ACV (Northbridge + Lakeview, Year 1) | $5,900,000
Multi-year contract value lost (3-year average remaining term) | $17,700,000
Pipeline conversion loss (Q4 2024 – Q2 2025) | $8,200,000
Reputational remediation costs (public relations, client communications) | $340,000
Liquidated damages under § 10(d) of the Separation Agreement | $250,000
Clawback of separation consideration under § 10(a)-(b) | $1,016,866
Total estimated damages (excluding attorneys' fees and costs) | ~$27,506,866

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