litigation-hold-notice.docx

1010-00005 · Arbor Health Technologies Inc · Correspondence

litigation-hold-notice.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law 100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 555-8400 Facsimile: (617) 555-8401 www.calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION SUBJECT TO ATTORNEY WORK PRODUCT DOCTRINE

MEMORANDUM — LITIGATION HOLD NOTICE

November 17, 2025

TO: Marcus Tremblay, Esq. General Counsel Arbor Health Technologies Inc. 230 Federal Street, Suite 1400 Boston, MA 02110

FROM: Hannah Brinkley Senior Associate Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, MA 02110

RE: Litigation Hold Notice — Arbor Health Technologies Inc. v. Desmond R. Farris

MATTER NO.: 1010-00005

DISTRIBUTION INSTRUCTION: This memorandum is intended for immediate distribution by Marcus Tremblay, General Counsel, to all relevant custodians at Arbor Health Technologies Inc. identified in Appendix A to this notice. Distribution should be effectuated no later than the close of business on November 18, 2025. Each custodian must acknowledge receipt and compliance in writing within five (5) business days of receipt. Please refer to Section VI below for specific custodian obligations.

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I. PURPOSE OF THIS NOTICE

Calderwood & Harkness LLP has been retained by Arbor Health Technologies Inc. ("AHT" or the "Company") in connection with anticipated litigation against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer. This litigation arises from breaches of the Separation Agreement and General Release dated August 9, 2024 (with an effective date of August 30, 2024) (the "Separation Agreement"), as well as related tortious conduct that has caused, and continues to cause, substantial and quantifiable harm to AHT's business, client relationships, reputation, and competitive position in the healthcare technology marketplace.

AHT intends to file a Verified Complaint and a Motion for Temporary Restraining Order and Preliminary Injunction on or about November 21, 2025 in the Suffolk County Superior Court, Commonwealth of Massachusetts. The filing will initiate formal civil proceedings against Farris and will seek both emergency injunctive relief and compensatory damages, among other remedies.

The claims to be asserted in the Verified Complaint include, but are not limited to, the following:

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

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

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

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

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

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

7. Defamation and Business Disparagement: Farris's publication of false and misleading statements of fact concerning AHT's financial performance, data quality, and business practices.

Under Massachusetts and federal law, AHT has a legal obligation to preserve all documents and electronically stored information ("ESI") that are potentially relevant to this litigation from the moment litigation is reasonably anticipated. Given the nature and severity of Farris's conduct, AHT's retention of outside counsel, the completion of a pre-suit investigation, the engagement of a forensic investigative firm, and the imminent filing of a Verified Complaint and Motion for Temporary Restraining Order, litigation has been reasonably anticipated since at least mid-September 2025. This obligation is now in full force and effect.

This notice constitutes a formal litigation hold directive. All recipients are required to comply with the preservation obligations set forth herein immediately upon receipt. Compliance is mandatory and non-discretionary.

II. LEGAL OBLIGATION TO PRESERVE — CONSEQUENCES OF NON-COMPLIANCE

All recipients of this notice must take immediate steps to identify and preserve all potentially relevant materials in their possession, custody, or control, as described in detail in Sections IV and V below.

The duty to preserve evidence once litigation is reasonably anticipated is well established under both Massachusetts law and federal law. Courts have consistently held that parties and their agents who fail to preserve relevant evidence face severe consequences. These consequences may include, without limitation:

• Adverse inference instructions: A court may instruct the jury that it may infer that the destroyed or lost evidence was unfavorable to the party that failed to preserve it;

• Monetary sanctions: A court may impose significant monetary penalties on the party and/or its counsel for failure to preserve evidence, including the costs incurred by the opposing party in seeking sanctions and attempting to recover or reconstruct the lost evidence;

• Evidentiary sanctions: A court may preclude the spoliating party from introducing certain evidence or making certain arguments at trial;

• Dispositive sanctions: In extreme cases, a court may strike pleadings, enter default judgment, or dismiss claims as a sanction for egregious spoliation of evidence;

• Personal liability: Individual employees who willfully destroy or conceal evidence may face personal sanctions, contempt proceedings, or even criminal liability under applicable obstruction-of-justice statutes.

It is critical that every recipient of this notice understand that the duty to preserve overrides and supersedes any document retention schedules, auto-deletion policies, routine destruction practices, or other records management protocols currently in place at AHT. To the extent that any AHT policy or system would ordinarily result in the deletion, overwriting, modification, or destruction of documents or ESI falling within the scope of this litigation hold, those policies and systems must be immediately suspended as they apply to the categories of materials described herein.

This litigation hold remains in effect until formally released in writing by Calderwood & Harkness LLP or by Marcus Tremblay upon advice of counsel. The hold does not expire automatically after any set period of time. Even if you do not receive periodic reminders, your obligations under this hold continue in full force until you receive an express written release. If you are uncertain whether a particular document, file, communication, or data set falls within the scope of this hold, you must err on the side of preservation and contact Marcus Tremblay or Hannah Brinkley for guidance before taking any action that could result in the loss of potentially relevant materials.

III. SCOPE OF THE LITIGATION HOLD — RELEVANT TIME PERIOD

The preservation obligation covers all documents and ESI dating from January 1, 2020 through the present date, and the obligation continues on a going-forward basis until the hold is formally lifted in accordance with the procedures described in Section VII below. All documents and ESI created, received, modified, or stored within this time frame that fall within the categories described in Section IV must be preserved in their entirety, including all metadata and native formatting.

The rationale for the January 1, 2020 start date is as follows: Desmond R. Farris was hired by AHT effective September 8, 2020. A start date of January 1, 2020 captures pre-hire recruiting and negotiation materials, employment agreement drafts, offer correspondence, background check records, reference check records, onboarding documentation, and any preliminary communications between AHT and Farris or third-party recruiters regarding Farris's candidacy. These materials are relevant to establishing the scope of Farris's knowledge of and access to AHT's confidential information, the terms of his employment, the consideration provided for restrictive covenants, and the parties' course of dealing throughout the employment relationship.

The decision to extend the preservation period through the present and on a going-forward basis reflects the fact that Farris's allegedly wrongful conduct is ongoing and that additional evidence of breaches, solicitation activities, disparaging statements, and resulting harm may continue to emerge during the pendency of this litigation.

IV. CATEGORIES OF DOCUMENTS AND ESI TO BE PRESERVED

The following categories describe the types of documents and ESI that must be preserved. This list is intended to be comprehensive but is not necessarily exhaustive. If you are aware of materials that do not fall neatly within one of the categories below but that may be relevant to the claims, defenses, or facts at issue in this litigation, those materials should also be preserved. When in doubt, preserve.

A. Employment Records Relating to Desmond R. Farris

All documents and ESI relating to Farris's recruitment, hiring, employment, compensation, performance, discipline, termination, and separation from AHT must be preserved. This includes, without limitation, the following:

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

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

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

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

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

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

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

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

9. All records relating to the separation consideration provided to Farris under the Separation Agreement, specifically including:

(a) $577,500 in cash severance — all payment records, payroll records, wire transfer confirmations, and tax withholding documentation;

(b) $2,187 per month in COBRA premium subsidies, totaling $39,366, including all COBRA election forms, premium payment records, and correspondence with the applicable insurance carrier or COBRA administrator;

(c) Accelerated vesting of 62,500 stock options with an estimated spread of approximately $400,000 at the time of separation — all equity plan administrator records, vesting schedules, option exercise records, and valuation documentation; and

(d) In total, separation consideration valued at approximately $1,016,866 — all records summarizing, calculating, or documenting the aggregate value of the separation package.

B. Communications With, From, About, or Referencing Desmond R. Farris

All communications in any medium or format that were sent to, received from, copied to, or that reference Desmond R. Farris must be preserved. This encompasses, without limitation:

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

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

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

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

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

6. Post-separation communications: All communications of any kind between any AHT personnel and Farris occurring after August 30, 2024 (the effective date of the Separation Agreement), regardless of the medium, platform, or format of such communications.

C. Records of Farris's Post-Separation Public Statements (Disparagement Evidence)

AHT has identified a series of public statements made by Farris following his separation that are alleged to violate the non-disparagement and confidentiality provisions of the Separation Agreement and to constitute actionable defamation and business disparagement. All records relating to these statements must be preserved, including:

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

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

3. Coordination with Stonebridge Investigative Group LLC: AHT retained Stonebridge Investigative Group LLC on October 10, 2025 for the purpose of forensic evidence preservation relating to Farris's public statements and online activity. The principal contact at Stonebridge is Karen Velasco, Principal, located at 50 Milk Street, Suite 1600, Boston, MA 02109. Marcus Tremblay and the IT Department should coordinate with Stonebridge to ensure that there are no duplication gaps in the preservation of social media content, podcast recordings, and other publicly accessible evidence. All reports, memoranda, and work product produced by Stonebridge must also be preserved;

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

5. All communications with AHT's customers, prospective customers, investors, board members, business partners, or other third parties regarding, referencing, or prompted by Farris's public statements.

D. Client Account Records — Solicited Clients

AHT has identified four enterprise clients whom Farris is alleged to have solicited in violation of the non-solicitation provisions of the Separation Agreement. Complete account files, contract documents, correspondence, CRM records, and internal account team communications must be preserved for each of the following accounts:

1. Lakeview Regional Health System (Cleveland, Ohio)

• Annual Contract Value ("ACV"): $4.3 million per year

• Contract renewal date: April 1, 2025

• Lakeview issued a formal non-renewal notice dated October 28, 2025

• Primary contact: Dr. Nina Castellano, Vice President, Population Health

• Preserve all communications with Dr. Castellano and any other Lakeview contacts

• Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records

• Preserve all evidence of Farris's solicitation of Lakeview, including but not limited to the November 8, 2024 email sent by Farris directly to Dr. Nina Castellano

2. Prairieland Medical Group, P.C. (Omaha, Nebraska)

• ACV: $2.1 million per year

• Contract renewal date: July 1, 2025

• Primary contact: Thomas Rourke, Chief Executive Officer

• Preserve all communications with Mr. Rourke and any other Prairieland contacts

• Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records

• Preserve all evidence of Farris's solicitation of Prairieland, including but not limited to the December 2, 2024 phone call from Farris to Thomas Rourke

3. Summit Atlantic Health Partners, LLC (Richmond, Virginia)

• ACV: $3.7 million per year

• Contract renewal date: September 1, 2025

• Primary contact: Angela Firth, Chief Operating Officer

• Preserve all communications with Ms. Firth and any other Summit Atlantic contacts

• Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records

• Preserve all evidence of Farris's solicitation of Summit Atlantic, including but not limited to the January 22, 2025 in-person meeting between Farris and Angela Firth

4. Northbridge Community Health Network (Portland, Maine)

• ACV: $1.6 million per year

• Contract expired March 1, 2025 — non-renewal confirmed

• Northbridge executed a new agreement with Meridian Healthworks, Inc. on March 15, 2025

• Primary contact: William Okafor, Chief Technology Officer

• Preserve all communications with Mr. Okafor and any other Northbridge contacts

• Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records

• Preserve all evidence of Farris's solicitation of Northbridge, including but not limited to the November 14, 2024 Westmark Health IT messages from Farris to William Okafor

The total at-risk annual contract value across these four enterprise clients is $11.7 million per year. Based on confirmed non-renewals and account losses, the confirmed or probable lost ACV attributable to Farris's conduct is $5.9 million per year (comprising Northbridge at $1.6 million and Lakeview at $4.3 million). All documents and ESI relevant to quantifying the harm to AHT resulting from Farris's solicitation of these clients must be preserved.

In addition to the account-specific records described above, all evidence of Farris's solicitation contacts must be preserved, specifically including but not limited to:

(a) The November 8, 2024 email from Farris to Dr. Nina Castellano (Lakeview Regional Health System);

(b) The November 14, 2024 Westmark Health IT messages from Farris to William Okafor (Northbridge Community Health Network);

(d) The January 22, 2025 in-person meeting between Farris and Angela Firth (Summit Atlantic Health Partners, LLC).

E. Sales Pipeline Data, CRM Records, and Conversion Metrics

The claims in this matter will require proof of the financial impact of Farris's conduct on AHT's sales pipeline, conversion rates, and revenue trajectory. Accordingly, the following categories of data must be preserved:

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

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

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

4. All win/loss analyses, competitive displacement analyses, and post-mortem deal reviews prepared during the period from Q4 FY 2024 through Q2 FY 2025, including all underlying data and supporting documentation.

F. Financial Data and Metrics Referenced in Farris's Public Statements

Farris's public statements included specific, purportedly factual claims about AHT's financial performance and operational metrics. AHT contends that these claims were materially false and were made with knowledge of their falsity or with reckless disregard for their truth. All records relevant to demonstrating the actual figures and the falsity of Farris's claims must be preserved, including:

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

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

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

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

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

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

G. Records Relating to Employee Solicitation — Renata Solis and Jerome Ashworth

Farris is alleged to have solicited two senior AHT employees in violation of the employee non-solicitation provisions of the Separation Agreement. Both employees subsequently resigned from AHT and joined Meridian Healthworks, Inc., a direct competitor. All records relating to these individuals and the circumstances of their departures must be preserved:

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

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

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

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

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

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

7. Any non-competition agreements, non-solicitation agreements, confidentiality agreements, non-disclosure agreements, or restrictive covenant agreements signed by Solis or Ashworth during their employment with AHT.

H. Reputational Remediation Records

AHT has undertaken significant and costly efforts to remediate the reputational damage caused by Farris's public statements. All records relating to these remediation efforts must be preserved:

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

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

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

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

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

I. Pre-Suit Demand and Defense Correspondence

All pre-litigation correspondence between the parties and their counsel must be preserved, including:

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

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

3. All subsequent correspondence between AHT (or its counsel) and Farris (or his counsel), whether written, emailed, or communicated orally (and all notes of any oral communications);

4. All internal communications and memoranda analyzing, evaluating, or responding to the defenses and arguments raised by Farris's counsel.

J. Records Relating to Meridian Healthworks, Inc.

Meridian Healthworks, Inc. is the competing healthcare technology company that has been the beneficiary of Farris's alleged misconduct, having hired both Farris's former direct reports and having secured at least one of the solicited client accounts. All AHT documents and communications referencing Meridian must be preserved:

1. All documents and communications referencing Meridian Healthworks, Inc. (1 Kendall Square, Building 200, Suite 600, Cambridge, MA 02139) or its Chief Executive Officer, Russell Kwan, including all internal and external communications;

2. All competitive intelligence reports, market analyses, competitive positioning documents, and strategy documents comparing AHT and Meridian Healthworks or assessing Meridian's competitive threat;

3. Records of any customer defections, account losses, or competitive displacements involving Meridian Healthworks beyond the four identified enterprise accounts listed in Section IV.D above;

4. All records of any direct communications between AHT personnel and Meridian Healthworks personnel, including any cease-and-desist communications or other correspondence.

K. Insurance and Corporate Records

1. Directors & Officers Insurance: The Pinnacle Mutual Insurance Company Directors & Officers liability insurance policy, Policy No. PMI-EXEC-2024-08193, with a policy period of January 1, 2024 through January 1, 2025 (subsequently renewed), and all endorsements, riders, and amendments thereto. All communications with Pinnacle Mutual Insurance Company regarding this matter, any notice of claim or potential claim submitted under the policy, and any communications regarding a potential claim by Farris for indemnification or defense under the policy must be preserved;

2. Corporate Governance Records: All AHT corporate governance documents, board of directors minutes, board committee minutes (including audit committee and compensation committee minutes), and board materials that reference Farris, the Separation Agreement, Farris's post-separation conduct, or this dispute;

3. Ridgeline Capital Partners, LP Records: Ridgeline Capital Partners, LP acquired a majority equity stake in AHT in June 2021 in a transaction with an enterprise value of $415 million. All records relating to Ridgeline's involvement as majority equity holder that are relevant to this litigation must be preserved, including any board-level communications about Farris's conduct, the reputational impact on AHT, this litigation, or the potential financial exposure arising from Farris's actions.

V. SPECIFIC PRESERVATION INSTRUCTIONS

In addition to identifying and preserving the specific categories of documents and ESI described in Section IV above, all custodians and relevant AHT departments must comply with the following specific preservation instructions.

A. Immediate Suspension of Document Destruction

All routine document retention and destruction schedules are hereby suspended with respect to each and every category of documents and ESI identified in Section IV of this notice. This suspension is effective immediately and applies to all physical and electronic records management systems, policies, and protocols.

All auto-deletion settings on email systems (including Hollowell Systems, Exchange, or any other email platform), Meridian Solutions, Northgate Data Systems, and any other messaging or collaboration platforms must be immediately disabled for all custodians identified in Appendix A. If auto-deletion settings cannot be selectively disabled on a per-custodian basis, they must be disabled system-wide for the relevant platforms, or alternative technical measures must be implemented to ensure that no potentially relevant communications are deleted.

All backup tapes, server images, system snapshots, and archived data stores containing potentially relevant materials must be preserved and must not be overwritten, recycled, degaussed, or destroyed. This includes both on-premises backup media and cloud-based backups. The IT Department should immediately confirm the current backup rotation schedule and take all necessary steps to remove potentially relevant backup media from the rotation cycle.

B. Electronic Systems and Devices

The following electronic systems and devices must be preserved:

1. All data on AHT servers (including file servers, application servers, database servers, and email servers), whether located on-premises or hosted in cloud environments;

2. All data in cloud storage platforms, including but not limited to Ashgrove Software, Crestline Software, Ridgeway Industries (Meridian Technologies), Crestline Systems, and any other cloud platforms or software-as-a-service applications used by AHT;

3. All data on local hard drives, laptops, tablets, and mobile devices (including smartphones) issued by AHT to any custodian identified in Appendix A;

4. Farris's former AHT email account must be preserved in its entirety, including all sent, received, deleted, and archived messages. The account must not be deprovisioned, purged, or overwritten. If the account has already been deprovisioned, all available backup copies must be preserved;

5. Farris's former network drives, shared drives, home directories, and any cloud storage associated with his AHT credentials must be preserved;

6. Any AHT-issued devices (laptop, desktop, mobile phone, tablet, or other equipment) previously assigned to Farris that have not been returned must be tracked and recovered if possible. Any such devices that have been returned must not be wiped, reimaged, or redeployed;

7. All CRM system data, including all historical records, audit logs, change histories, field-level change tracking, and archived records in Pinnacle Health IT, HubSpot, or any other CRM platform used by AHT;

8. The IT Department must image or otherwise forensically preserve Farris's former workstation and any other AHT devices that were previously assigned to him. Forensic imaging should be performed using industry-standard tools and methodologies, and all images should be verified using hash-value authentication. The IT Department should coordinate with Karen Velasco at Stonebridge Investigative Group LLC regarding the forensic imaging protocol.

C. Hard-Copy Documents

All physical files, paper documents, notebooks, printed reports, handwritten notes, business cards, and other tangible documents falling within the categories listed in Section IV must be preserved. No such materials may be shredded, discarded, recycled, relocated, or transferred without prior written approval from Marcus Tremblay or Calderwood & Harkness LLP.

If hard-copy documents are currently stored in off-site storage facilities, records management warehouses, or similar locations, those materials must be identified and preserved in place. Retrieval requests should be coordinated through Marcus Tremblay.

D. Personal Devices and Accounts

If any AHT custodian possesses text messages, personal email communications, personal messaging application data, photographs, documents, or any other materials on personal devices (including personal mobile phones, personal laptops, personal tablets, or personal email accounts) that relate to Desmond R. Farris or to any of the matters described in this notice, those materials must also be preserved. The preservation obligation extends to all relevant materials regardless of whether they reside on company-owned or personally owned devices.

Custodians who possess relevant materials on personal devices should not attempt to collect or transfer those materials without guidance from counsel. Instead, they should immediately contact Hannah Brinkley at Calderwood & Harkness LLP or Marcus Tremblay for guidance on the appropriate method of preserving personal-device data in a forensically defensible manner.

VI. CUSTODIAN OBLIGATIONS

Each custodian receiving this notice bears individual responsibility for compliance. Specifically, each custodian must:

1. Read this notice in its entirety. Every section of this notice is important, and familiarity with the full scope of the preservation obligation is essential to ensuring compliance.

2. Identify and segregate all potentially relevant documents and ESI in their possession, custody, or control. This includes materials on company systems, company devices, personal devices, personal accounts, cloud storage, removable media, and any other location where relevant materials may reside.

3. Confirm in writing to Marcus Tremblay within five (5) business days of receipt that they have (a) received this notice, (b) read and understood their obligations, and (c) taken affirmative steps to preserve all relevant materials. Marcus Tremblay will provide a standardized acknowledgment form for this purpose.

4. Contact Marcus Tremblay or Hannah Brinkley immediately with any questions regarding the scope of this notice, the categories of materials to be preserved, or the appropriate method of preservation. Additionally, custodians must promptly notify Marcus Tremblay or Hannah Brinkley if they become aware of any additional potentially relevant materials, custodians, or data sources not already identified in this notice.

5. Maintain strict confidentiality regarding this litigation hold and the underlying dispute. Custodians must not discuss this litigation hold, the anticipated litigation, or the underlying facts and circumstances with any person outside of AHT without prior written approval from Marcus Tremblay or Calderwood & Harkness LLP. This restriction applies to communications with former AHT employees, industry contacts, media, and all other external parties.

VII. DURATION OF HOLD

This litigation hold is effective immediately as of November 17, 2025 and will remain in effect until expressly terminated in writing by Calderwood & Harkness LLP or by Marcus Tremblay, General Counsel of AHT, upon the advice of counsel.

Calderwood & Harkness LLP intends to issue periodic reminders of this litigation hold to ensure continued compliance. However, the absence of a reminder does not relieve any custodian of their preservation obligations. The hold remains in full force and effect at all times unless and until a formal written release is issued.

If a custodian's employment with AHT terminates for any reason during the pendency of this litigation hold, the custodian must ensure that all relevant materials in their possession are preserved and surrendered to AHT prior to departure, and must cooperate with AHT and its counsel in identifying and preserving any relevant materials on personal devices. Marcus Tremblay should be notified immediately of the departure of any custodian so that appropriate measures can be taken.

VIII. CONTACT INFORMATION

All questions regarding this litigation hold should be directed to the following individuals:

For Legal Questions:

Hannah Brinkley, Senior Associate Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, MA 02110 Direct Telephone: (617) 555-8437

Email: hbrinkley@calderwoodharkness.com

Patrick Gallagher, Associate Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, MA 02110 Direct Telephone: (617) 555-8452

Email: pgallagher@calderwoodharkness.com

For Internal AHT Coordination:

Marcus Tremblay, General Counsel Arbor Health Technologies Inc. 230 Federal Street, Suite 1400 Boston, MA 02110 Direct Telephone: (617) 555-3200

Email: mtremblay@arborhealth.com

For Digital Forensics / Technical Preservation Issues:

Karen Velasco, Principal Stonebridge Investigative Group LLC 50 Milk Street, Suite 1600 Boston, MA 02109 Direct Telephone: (617) 555-9175

Email: kvelasco@stonebridgeinvestigative.com

Custodians should not hesitate to reach out with any question, no matter how minor it may seem. It is far better to ask a question and preserve a document that turns out to be irrelevant than to fail to preserve a document that later proves critical to the litigation.

CALDERWOOD & HARKNESS LLP Attorneys at Law 100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 555-8400 Facsimile: (617) 555-8401 www.calderwoodharkness.com
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION SUBJECT TO ATTORNEY WORK PRODUCT DOCTRINE
MEMORANDUM — LITIGATION HOLD NOTICE
November 17, 2025
TO: Marcus Tremblay, Esq. General Counsel Arbor Health Technologies Inc. 230 Federal Street, Suite 1400 Boston, MA 02110
FROM: Hannah Brinkley Senior Associate Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, MA 02110
RE: Litigation Hold Notice — Arbor Health Technologies Inc. v. Desmond R. Farris
MATTER NO.: 1010-00005
DISTRIBUTION INSTRUCTION: This memorandum is intended for immediate distribution by Marcus Tremblay, General Counsel, to all relevant custodians at Arbor Health Technologies Inc. identified in Appendix A to this notice. Distribution should be effectuated no later than the close of business on November 18, 2025. Each custodian must acknowledge receipt and compliance in writing within five (5) business days of receipt. Please refer to Section VI below for specific custodian obligations.
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I. PURPOSE OF THIS NOTICE
Calderwood & Harkness LLP has been retained by Arbor Health Technologies Inc. ("AHT" or the "Company") in connection with anticipated litigation against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer. This litigation arises from breaches of the Separation Agreement and General Release dated August 9, 2024 (with an effective date of August 30, 2024) (the "Separation Agreement"), as well as related tortious conduct that has caused, and continues to cause, substantial and quantifiable harm to AHT's business, client relationships, reputation, and competitive position in the healthcare technology marketplace.
AHT intends to file a Verified Complaint and a Motion for Temporary Restraining Order and Preliminary Injunction on or about November 21, 2025 in the Suffolk County Superior Court, Commonwealth of Massachusetts. The filing will initiate formal civil proceedings against Farris and will seek both emergency injunctive relief and compensatory damages, among other remedies.
The claims to be asserted in the Verified Complaint include, but are not limited to, the following:
1. Breach of Contract (Non-Disparagement): Farris's public statements on social media platforms and in podcast appearances constituting material violations of the non-disparagement provisions of the Separation Agreement;
2. Breach of Contract (Confidentiality): Farris's disclosure of confidential and proprietary Company information, including non-public financial metrics and internal business data, in violation of the confidentiality provisions of the Separation Agreement and his prior Employment Agreement;
3. Breach of Contract (Non-Solicitation of Clients): Farris's direct and indirect solicitation of at least four enterprise client accounts of AHT in violation of the client non-solicitation provisions of the Separation Agreement;
4. Breach of Contract (Non-Solicitation of Employees): Farris's solicitation of AHT employees Renata Solis and Jerome Ashworth in violation of the employee non-solicitation provisions of the Separation Agreement;
5. Violation of the Massachusetts Trade Secrets Act (M.G.L. c. 93, § 42): Farris's misappropriation and public disclosure of AHT's trade secrets and confidential business information;
6. Tortious Interference with Business Relations: Farris's intentional and improper interference with AHT's existing and prospective contractual relationships with enterprise clients; and
7. Defamation and Business Disparagement: Farris's publication of false and misleading statements of fact concerning AHT's financial performance, data quality, and business practices.
Under Massachusetts and federal law, AHT has a legal obligation to preserve all documents and electronically stored information ("ESI") that are potentially relevant to this litigation from the moment litigation is reasonably anticipated. Given the nature and severity of Farris's conduct, AHT's retention of outside counsel, the completion of a pre-suit investigation, the engagement of a forensic investigative firm, and the imminent filing of a Verified Complaint and Motion for Temporary Restraining Order, litigation has been reasonably anticipated since at least mid-September 2025. This obligation is now in full force and effect.
This notice constitutes a formal litigation hold directive. All recipients are required to comply with the preservation obligations set forth herein immediately upon receipt. Compliance is mandatory and non-discretionary.
II. LEGAL OBLIGATION TO PRESERVE — CONSEQUENCES OF NON-COMPLIANCE
All recipients of this notice must take immediate steps to identify and preserve all potentially relevant materials in their possession, custody, or control, as described in detail in Sections IV and V below.
The duty to preserve evidence once litigation is reasonably anticipated is well established under both Massachusetts law and federal law. Courts have consistently held that parties and their agents who fail to preserve relevant evidence face severe consequences. These consequences may include, without limitation:
• Adverse inference instructions: A court may instruct the jury that it may infer that the destroyed or lost evidence was unfavorable to the party that failed to preserve it;
• Monetary sanctions: A court may impose significant monetary penalties on the party and/or its counsel for failure to preserve evidence, including the costs incurred by the opposing party in seeking sanctions and attempting to recover or reconstruct the lost evidence;
• Evidentiary sanctions: A court may preclude the spoliating party from introducing certain evidence or making certain arguments at trial;
• Dispositive sanctions: In extreme cases, a court may strike pleadings, enter default judgment, or dismiss claims as a sanction for egregious spoliation of evidence;
• Personal liability: Individual employees who willfully destroy or conceal evidence may face personal sanctions, contempt proceedings, or even criminal liability under applicable obstruction-of-justice statutes.
It is critical that every recipient of this notice understand that the duty to preserve overrides and supersedes any document retention schedules, auto-deletion policies, routine destruction practices, or other records management protocols currently in place at AHT. To the extent that any AHT policy or system would ordinarily result in the deletion, overwriting, modification, or destruction of documents or ESI falling within the scope of this litigation hold, those policies and systems must be immediately suspended as they apply to the categories of materials described herein.
This litigation hold remains in effect until formally released in writing by Calderwood & Harkness LLP or by Marcus Tremblay upon advice of counsel. The hold does not expire automatically after any set period of time. Even if you do not receive periodic reminders, your obligations under this hold continue in full force until you receive an express written release. If you are uncertain whether a particular document, file, communication, or data set falls within the scope of this hold, you must err on the side of preservation and contact Marcus Tremblay or Hannah Brinkley for guidance before taking any action that could result in the loss of potentially relevant materials.
III. SCOPE OF THE LITIGATION HOLD — RELEVANT TIME PERIOD
The preservation obligation covers all documents and ESI dating from January 1, 2020 through the present date, and the obligation continues on a going-forward basis until the hold is formally lifted in accordance with the procedures described in Section VII below. All documents and ESI created, received, modified, or stored within this time frame that fall within the categories described in Section IV must be preserved in their entirety, including all metadata and native formatting.
The rationale for the January 1, 2020 start date is as follows: Desmond R. Farris was hired by AHT effective September 8, 2020. A start date of January 1, 2020 captures pre-hire recruiting and negotiation materials, employment agreement drafts, offer correspondence, background check records, reference check records, onboarding documentation, and any preliminary communications between AHT and Farris or third-party recruiters regarding Farris's candidacy. These materials are relevant to establishing the scope of Farris's knowledge of and access to AHT's confidential information, the terms of his employment, the consideration provided for restrictive covenants, and the parties' course of dealing throughout the employment relationship.
The decision to extend the preservation period through the present and on a going-forward basis reflects the fact that Farris's allegedly wrongful conduct is ongoing and that additional evidence of breaches, solicitation activities, disparaging statements, and resulting harm may continue to emerge during the pendency of this litigation.
IV. CATEGORIES OF DOCUMENTS AND ESI TO BE PRESERVED
The following categories describe the types of documents and ESI that must be preserved. This list is intended to be comprehensive but is not necessarily exhaustive. If you are aware of materials that do not fall neatly within one of the categories below but that may be relevant to the claims, defenses, or facts at issue in this litigation, those materials should also be preserved. When in doubt, preserve.
A. Employment Records Relating to Desmond R. Farris
All documents and ESI relating to Farris's recruitment, hiring, employment, compensation, performance, discipline, termination, and separation from AHT must be preserved. This includes, without limitation, the following:
1. The original offer letter extended to Farris and any related pre-employment correspondence, including communications with any executive recruitment firms involved in his hiring;
2. Farris's Employment Agreement and all amendments, addenda, side letters, or modifications thereto, including any restrictive covenant agreements, non-competition agreements, non-solicitation agreements, confidentiality and non-disclosure agreements, and invention assignment agreements executed during his employment;
3. All compensation records, including records reflecting Farris's base salary (which reached $385,000 per year in his final year of employment), all annual and quarterly bonus records and calculations, and all equity grant documentation, including the grant of 62,500 stock options at a strike price of $4.80 per share, the applicable stock option agreement, the governing equity incentive plan, and all records from AHT's equity plan administrator relating to these grants;
4. All performance reviews, performance evaluations, 360-degree feedback reports, management assessments, performance improvement plans, and any other documentation relating to Farris's job performance during his tenure at AHT;
5. Complete Human Resources files maintained for Farris, including all personnel records, benefits enrollment forms, disciplinary records, internal complaints or investigations involving Farris, and any records of counseling, coaching, or corrective action;
6. All documents and communications relating to the decision to terminate or separate Farris from AHT, including all internal deliberations, memoranda, strategy documents, and communications among AHT management, Human Resources, and in-house or outside legal counsel regarding the circumstances of Farris's departure;
7. The Separation Agreement and General Release dated August 9, 2024, including all drafts, redlined versions, blacklined versions, term sheets, negotiation correspondence, and internal deliberation documents produced during the negotiation of that agreement;
8. Records relating to the statutory periods applicable to the Separation Agreement: the twenty-one (21) day consideration period (Farris signed the agreement on August 26, 2024), the seven (7) day revocation period (which expired without revocation on August 30, 2024, rendering the agreement effective), and all communications with Farris or his counsel during those periods;
9. All records relating to the separation consideration provided to Farris under the Separation Agreement, specifically including:
(a) $577,500 in cash severance — all payment records, payroll records, wire transfer confirmations, and tax withholding documentation;
(b) $2,187 per month in COBRA premium subsidies, totaling $39,366, including all COBRA election forms, premium payment records, and correspondence with the applicable insurance carrier or COBRA administrator;
(c) Accelerated vesting of 62,500 stock options with an estimated spread of approximately $400,000 at the time of separation — all equity plan administrator records, vesting schedules, option exercise records, and valuation documentation; and
(d) In total, separation consideration valued at approximately $1,016,866 — all records summarizing, calculating, or documenting the aggregate value of the separation package.
B. Communications With, From, About, or Referencing Desmond R. Farris
All communications in any medium or format that were sent to, received from, copied to, or that reference Desmond R. Farris must be preserved. This encompasses, without limitation:
1. Email communications: All email messages (internal and external) sent to, received from, copied (cc or bcc) to, or referencing Farris by name, title, or employee identifier, across all AHT email systems, including primary email accounts, archived mailboxes, journaled email repositories, litigation hold archives, and backup email systems. Searches should be conducted using the terms "Farris," "Desmond," "Des," "CRO," and any known aliases or nicknames, in addition to Farris's email addresses (both AHT and personal, to the extent known);
2. Internal messaging platforms: All messages, threads, channels, direct messages, and group messages on Meridian Solutions, Northgate Data Systems, or any other internal or enterprise messaging platform used by AHT that involve Farris as a participant or that reference Farris. This includes messages in both active and archived channels;
3. Text messages and mobile messaging: All text messages (SMS and MMS), Ashbury Health IT, Meridian Services Inc. messages, signal messages, and communications through any other mobile or encrypted messaging application exchanged between any AHT personnel and Farris, or among AHT personnel that reference Farris;
4. Voicemail: All voicemail recordings left by Farris on any AHT telephone system, and all voicemail recordings left by AHT personnel for Farris, to the extent such recordings are still in existence;
5. Calendar and scheduling records: All calendar entries, meeting invitations, meeting acceptances and declines, and meeting notes or minutes relating to meetings involving or referencing Farris;
6. Post-separation communications: All communications of any kind between any AHT personnel and Farris occurring after August 30, 2024 (the effective date of the Separation Agreement), regardless of the medium, platform, or format of such communications.
C. Records of Farris's Post-Separation Public Statements (Disparagement Evidence)
AHT has identified a series of public statements made by Farris following his separation that are alleged to violate the non-disparagement and confidentiality provisions of the Separation Agreement and to constitute actionable defamation and business disparagement. All records relating to these statements must be preserved, including:
1. All preserved screenshots, printouts, web archives, digital captures, PDF exports, or other documentation of Farris's posts on Westmark Health IT, specifically including but not limited to the posts dated November 3, 2024, November 18, 2024, and February 3, 2025, as well as Farris's post on X (formerly Fenmore Solutions) dated December 12, 2024. This includes all comments, replies, shares, reposts, likes, and engagement metrics associated with these posts, to the extent captured;
2. All preserved recordings (audio or video), transcripts, show notes, summaries, or internal notes relating to Farris's appearances on the podcast The Digital Health Download (episode aired January 15, 2025) and the podcast HealthTech Insider (episode aired March 4, 2025);
3. Coordination with Stonebridge Investigative Group LLC: AHT retained Stonebridge Investigative Group LLC on October 10, 2025 for the purpose of forensic evidence preservation relating to Farris's public statements and online activity. The principal contact at Stonebridge is Karen Velasco, Principal, located at 50 Milk Street, Suite 1600, Boston, MA 02109. Marcus Tremblay and the IT Department should coordinate with Stonebridge to ensure that there are no duplication gaps in the preservation of social media content, podcast recordings, and other publicly accessible evidence. All reports, memoranda, and work product produced by Stonebridge must also be preserved;
4. All internal communications, memoranda, reports, analyses, or assessments discussing, analyzing, or responding to Farris's public statements, whether prepared by AHT employees, AHT's marketing or communications team, AHT's public relations firm(s), or AHT's legal team;
5. All communications with AHT's customers, prospective customers, investors, board members, business partners, or other third parties regarding, referencing, or prompted by Farris's public statements.
D. Client Account Records — Solicited Clients
AHT has identified four enterprise clients whom Farris is alleged to have solicited in violation of the non-solicitation provisions of the Separation Agreement. Complete account files, contract documents, correspondence, CRM records, and internal account team communications must be preserved for each of the following accounts:
1. Lakeview Regional Health System (Cleveland, Ohio)
• Annual Contract Value ("ACV"): $4.3 million per year
• Contract renewal date: April 1, 2025
• Lakeview issued a formal non-renewal notice dated October 28, 2025
• Primary contact: Dr. Nina Castellano, Vice President, Population Health
• Preserve all communications with Dr. Castellano and any other Lakeview contacts
• Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records
• Preserve all evidence of Farris's solicitation of Lakeview, including but not limited to the November 8, 2024 email sent by Farris directly to Dr. Nina Castellano
2. Prairieland Medical Group, P.C. (Omaha, Nebraska)
• ACV: $2.1 million per year
• Contract renewal date: July 1, 2025
• Primary contact: Thomas Rourke, Chief Executive Officer
• Preserve all communications with Mr. Rourke and any other Prairieland contacts
• Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records
• Preserve all evidence of Farris's solicitation of Prairieland, including but not limited to the December 2, 2024 phone call from Farris to Thomas Rourke
3. Summit Atlantic Health Partners, LLC (Richmond, Virginia)
• ACV: $3.7 million per year
• Contract renewal date: September 1, 2025
• Primary contact: Angela Firth, Chief Operating Officer
• Preserve all communications with Ms. Firth and any other Summit Atlantic contacts
• Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records
• Preserve all evidence of Farris's solicitation of Summit Atlantic, including but not limited to the January 22, 2025 in-person meeting between Farris and Angela Firth
4. Northbridge Community Health Network (Portland, Maine)
• ACV: $1.6 million per year
• Contract expired March 1, 2025 — non-renewal confirmed
• Northbridge executed a new agreement with Meridian Healthworks, Inc. on March 15, 2025
• Primary contact: William Okafor, Chief Technology Officer
• Preserve all communications with Mr. Okafor and any other Northbridge contacts
• Preserve all internal account team communications, account strategy documents, renewal proposals, and escalation records
• Preserve all evidence of Farris's solicitation of Northbridge, including but not limited to the November 14, 2024 Westmark Health IT messages from Farris to William Okafor
The total at-risk annual contract value across these four enterprise clients is $11.7 million per year. Based on confirmed non-renewals and account losses, the confirmed or probable lost ACV attributable to Farris's conduct is $5.9 million per year (comprising Northbridge at $1.6 million and Lakeview at $4.3 million). All documents and ESI relevant to quantifying the harm to AHT resulting from Farris's solicitation of these clients must be preserved.
In addition to the account-specific records described above, all evidence of Farris's solicitation contacts must be preserved, specifically including but not limited to:
(a) The November 8, 2024 email from Farris to Dr. Nina Castellano (Lakeview Regional Health System);
(b) The November 14, 2024 Westmark Health IT messages from Farris to William Okafor (Northbridge Community Health Network);
(c) The December 2, 2024 phone call from Farris to Thomas Rourke (Prairieland Medical Group, P.C.); and
(d) The January 22, 2025 in-person meeting between Farris and Angela Firth (Summit Atlantic Health Partners, LLC).
E. Sales Pipeline Data, CRM Records, and Conversion Metrics
The claims in this matter will require proof of the financial impact of Farris's conduct on AHT's sales pipeline, conversion rates, and revenue trajectory. Accordingly, the following categories of data must be preserved:
1. All data maintained in Pinnacle Health IT, HubSpot, or any other CRM system used by AHT reflecting AHT's sales pipeline, opportunity stages, deal values, close dates, probability assessments, and related metrics from Q1 FY 2024 through the present date, including all historical snapshots, audit logs, change histories, and archived records;
2. Pipeline conversion rate data and all underlying calculations, reports, and dashboards supporting the following metrics: a baseline conversion rate of 34% as of Q3 FY 2024 and a post-disparagement conversion rate of 21% as of Q1 FY 2025, representing a decline of approximately 13 percentage points. All data, analyses, and reports used to calculate, verify, or present these conversion rates must be preserved;
3. All deal-loss feedback records, including any written or oral feedback received from prospective clients citing "market concerns about Arbor's data quality," reputational concerns, or similar language traceable to Farris's public statements;
4. All win/loss analyses, competitive displacement analyses, and post-mortem deal reviews prepared during the period from Q4 FY 2024 through Q2 FY 2025, including all underlying data and supporting documentation.
F. Financial Data and Metrics Referenced in Farris's Public Statements
Farris's public statements included specific, purportedly factual claims about AHT's financial performance and operational metrics. AHT contends that these claims were materially false and were made with knowledge of their falsity or with reckless disregard for their truth. All records relevant to demonstrating the actual figures and the falsity of Farris's claims must be preserved, including:
1. Annual Recurring Revenue ("ARR"): AHT's FY 2024 annual recurring revenue was $187.4 million. All supporting records, calculations, internal reports, board presentations, and audited financial data substantiating this figure must be preserved, including all work papers and correspondence with Clearwater Audit Partners LLP relating to the ARR calculation;
2. Gross Logo Churn Rate: AHT's actual FY 2024 gross logo churn rate was 8.2%. Farris publicly and falsely claimed that AHT's churn rate was 14%, nearly double the actual figure. All underlying calculations, reports, board presentations, investor materials, and internal communications relating to AHT's churn rate must be preserved;
3. Gross Margin: AHT's actual FY 2024 gross margin was 68.7%. Farris publicly and falsely claimed that AHT's gross margin was "barely 55%," a misstatement of more than 13 percentage points. All underlying audited financial statements, management reports, board presentations, and internal communications relating to AHT's gross margin must be preserved;
4. Net Promoter Score ("NPS"): Farris publicly alleged that AHT "inflated" its NPS scores. All NPS data, customer survey results, survey methodologies, scoring calculations, and internal communications discussing NPS scores must be preserved, including any analyses comparing AHT's NPS methodology to industry standards;
5. All board presentations, investor reports, pitch decks, and internal financial summaries from FY 2023 and FY 2024 that reference or report on any of the above-described metrics;
6. All documents provided to, received from, or exchanged with Clearwater Audit Partners LLP (125 Summer Street, Suite 2200, Boston, MA 02110) relating to AHT's audited financial statements and the specific metrics described above, including engagement letters, management representation letters, audit work papers (to the extent in AHT's possession), and all related correspondence.
G. Records Relating to Employee Solicitation — Renata Solis and Jerome Ashworth
Farris is alleged to have solicited two senior AHT employees in violation of the employee non-solicitation provisions of the Separation Agreement. Both employees subsequently resigned from AHT and joined Meridian Healthworks, Inc., a direct competitor. All records relating to these individuals and the circumstances of their departures must be preserved:
1. Complete Human Resources and employment files for Renata Solis (former Senior Sales Director, who resigned from AHT effective February 10, 2025) and Jerome Ashworth (former Senior Sales Director, who resigned from AHT effective February 24, 2025);
2. Both Solis and Ashworth reported directly to Farris during his tenure as Chief Revenue Officer. All organizational charts, reporting structure documents, and team composition records reflecting this reporting relationship must be preserved;
3. Both Solis and Ashworth subsequently joined Meridian Healthworks, Inc. following their departures from AHT. All records evidencing or referencing their post-departure employment at Meridian must be preserved;
4. All resignation letters, formal resignation communications, exit interview records, exit interview notes, and debriefing memoranda for both Solis and Ashworth;
5. All text message evidence already identified by AHT demonstrating that Farris contacted both Solis and Ashworth prior to their resignations, as well as any additional communications between Farris and either individual that may come to light;
6. All communications between AHT personnel and Solis or Ashworth from January 1, 2025 through their respective departure dates and thereafter, including any post-departure communications;
7. Any non-competition agreements, non-solicitation agreements, confidentiality agreements, non-disclosure agreements, or restrictive covenant agreements signed by Solis or Ashworth during their employment with AHT.
H. Reputational Remediation Records
AHT has undertaken significant and costly efforts to remediate the reputational damage caused by Farris's public statements. All records relating to these remediation efforts must be preserved:
1. All records of public relations firm engagements, including engagement letters, scope-of-work documents, and retainer agreements with any PR or communications firms retained in response to Farris's statements;
2. All records of customer outreach campaigns, proactive client communications, and other remediation initiatives undertaken in response to Farris's public statements;
3. All strategy documents, internal communications, and planning materials relating to AHT's response to the reputational harm caused by Farris;
4. All invoices, contracts, payment records, and expense reports reflecting the $340,000 in remediation costs incurred by AHT through October 2025, including detailed breakdowns of expenditures by category (public relations, client outreach, internal communications, executive travel for client-facing meetings, and similar categories);
5. Any metrics, analyses, or assessments measuring the effectiveness of AHT's remediation efforts or the residual reputational harm.
I. Pre-Suit Demand and Defense Correspondence
All pre-litigation correspondence between the parties and their counsel must be preserved, including:
1. The September 15, 2025 pre-suit demand letter sent by Marcus Tremblay, General Counsel of AHT, to Desmond R. Farris, including all drafts of that letter and all internal communications relating to its preparation and transmission;
2. The October 3, 2025 response letter received from Constance A. Whitfield, Esq. of Whitfield, Boone & Calloway LLP (200 Ashbury Asset Advisors, Suite 3100, Boston, MA 02109), counsel for Farris, denying all material allegations asserted in the demand letter and asserting First Amendment and public interest defenses on behalf of Farris;
3. All subsequent correspondence between AHT (or its counsel) and Farris (or his counsel), whether written, emailed, or communicated orally (and all notes of any oral communications);
4. All internal communications and memoranda analyzing, evaluating, or responding to the defenses and arguments raised by Farris's counsel.
J. Records Relating to Meridian Healthworks, Inc.
Meridian Healthworks, Inc. is the competing healthcare technology company that has been the beneficiary of Farris's alleged misconduct, having hired both Farris's former direct reports and having secured at least one of the solicited client accounts. All AHT documents and communications referencing Meridian must be preserved:
1. All documents and communications referencing Meridian Healthworks, Inc. (1 Kendall Square, Building 200, Suite 600, Cambridge, MA 02139) or its Chief Executive Officer, Russell Kwan, including all internal and external communications;
2. All competitive intelligence reports, market analyses, competitive positioning documents, and strategy documents comparing AHT and Meridian Healthworks or assessing Meridian's competitive threat;
3. Records of any customer defections, account losses, or competitive displacements involving Meridian Healthworks beyond the four identified enterprise accounts listed in Section IV.D above;
4. All records of any direct communications between AHT personnel and Meridian Healthworks personnel, including any cease-and-desist communications or other correspondence.
K. Insurance and Corporate Records
1. Directors & Officers Insurance: The Pinnacle Mutual Insurance Company Directors & Officers liability insurance policy, Policy No. PMI-EXEC-2024-08193, with a policy period of January 1, 2024 through January 1, 2025 (subsequently renewed), and all endorsements, riders, and amendments thereto. All communications with Pinnacle Mutual Insurance Company regarding this matter, any notice of claim or potential claim submitted under the policy, and any communications regarding a potential claim by Farris for indemnification or defense under the policy must be preserved;
2. Corporate Governance Records: All AHT corporate governance documents, board of directors minutes, board committee minutes (including audit committee and compensation committee minutes), and board materials that reference Farris, the Separation Agreement, Farris's post-separation conduct, or this dispute;
3. Ridgeline Capital Partners, LP Records: Ridgeline Capital Partners, LP acquired a majority equity stake in AHT in June 2021 in a transaction with an enterprise value of $415 million. All records relating to Ridgeline's involvement as majority equity holder that are relevant to this litigation must be preserved, including any board-level communications about Farris's conduct, the reputational impact on AHT, this litigation, or the potential financial exposure arising from Farris's actions.
V. SPECIFIC PRESERVATION INSTRUCTIONS
In addition to identifying and preserving the specific categories of documents and ESI described in Section IV above, all custodians and relevant AHT departments must comply with the following specific preservation instructions.
A. Immediate Suspension of Document Destruction
All routine document retention and destruction schedules are hereby suspended with respect to each and every category of documents and ESI identified in Section IV of this notice. This suspension is effective immediately and applies to all physical and electronic records management systems, policies, and protocols.
All auto-deletion settings on email systems (including Hollowell Systems, Exchange, or any other email platform), Meridian Solutions, Northgate Data Systems, and any other messaging or collaboration platforms must be immediately disabled for all custodians identified in Appendix A. If auto-deletion settings cannot be selectively disabled on a per-custodian basis, they must be disabled system-wide for the relevant platforms, or alternative technical measures must be implemented to ensure that no potentially relevant communications are deleted.
All backup tapes, server images, system snapshots, and archived data stores containing potentially relevant materials must be preserved and must not be overwritten, recycled, degaussed, or destroyed. This includes both on-premises backup media and cloud-based backups. The IT Department should immediately confirm the current backup rotation schedule and take all necessary steps to remove potentially relevant backup media from the rotation cycle.
B. Electronic Systems and Devices
The following electronic systems and devices must be preserved:
1. All data on AHT servers (including file servers, application servers, database servers, and email servers), whether located on-premises or hosted in cloud environments;
2. All data in cloud storage platforms, including but not limited to Ashgrove Software, Crestline Software, Ridgeway Industries (Meridian Technologies), Crestline Systems, and any other cloud platforms or software-as-a-service applications used by AHT;
3. All data on local hard drives, laptops, tablets, and mobile devices (including smartphones) issued by AHT to any custodian identified in Appendix A;
4. Farris's former AHT email account must be preserved in its entirety, including all sent, received, deleted, and archived messages. The account must not be deprovisioned, purged, or overwritten. If the account has already been deprovisioned, all available backup copies must be preserved;
5. Farris's former network drives, shared drives, home directories, and any cloud storage associated with his AHT credentials must be preserved;
6. Any AHT-issued devices (laptop, desktop, mobile phone, tablet, or other equipment) previously assigned to Farris that have not been returned must be tracked and recovered if possible. Any such devices that have been returned must not be wiped, reimaged, or redeployed;
7. All CRM system data, including all historical records, audit logs, change histories, field-level change tracking, and archived records in Pinnacle Health IT, HubSpot, or any other CRM platform used by AHT;
8. The IT Department must image or otherwise forensically preserve Farris's former workstation and any other AHT devices that were previously assigned to him. Forensic imaging should be performed using industry-standard tools and methodologies, and all images should be verified using hash-value authentication. The IT Department should coordinate with Karen Velasco at Stonebridge Investigative Group LLC regarding the forensic imaging protocol.
C. Hard-Copy Documents
All physical files, paper documents, notebooks, printed reports, handwritten notes, business cards, and other tangible documents falling within the categories listed in Section IV must be preserved. No such materials may be shredded, discarded, recycled, relocated, or transferred without prior written approval from Marcus Tremblay or Calderwood & Harkness LLP.
If hard-copy documents are currently stored in off-site storage facilities, records management warehouses, or similar locations, those materials must be identified and preserved in place. Retrieval requests should be coordinated through Marcus Tremblay.
D. Personal Devices and Accounts
If any AHT custodian possesses text messages, personal email communications, personal messaging application data, photographs, documents, or any other materials on personal devices (including personal mobile phones, personal laptops, personal tablets, or personal email accounts) that relate to Desmond R. Farris or to any of the matters described in this notice, those materials must also be preserved. The preservation obligation extends to all relevant materials regardless of whether they reside on company-owned or personally owned devices.
Custodians who possess relevant materials on personal devices should not attempt to collect or transfer those materials without guidance from counsel. Instead, they should immediately contact Hannah Brinkley at Calderwood & Harkness LLP or Marcus Tremblay for guidance on the appropriate method of preserving personal-device data in a forensically defensible manner.
VI. CUSTODIAN OBLIGATIONS
Each custodian receiving this notice bears individual responsibility for compliance. Specifically, each custodian must:
1. Read this notice in its entirety. Every section of this notice is important, and familiarity with the full scope of the preservation obligation is essential to ensuring compliance.
2. Identify and segregate all potentially relevant documents and ESI in their possession, custody, or control. This includes materials on company systems, company devices, personal devices, personal accounts, cloud storage, removable media, and any other location where relevant materials may reside.
3. Confirm in writing to Marcus Tremblay within five (5) business days of receipt that they have (a) received this notice, (b) read and understood their obligations, and (c) taken affirmative steps to preserve all relevant materials. Marcus Tremblay will provide a standardized acknowledgment form for this purpose.
4. Contact Marcus Tremblay or Hannah Brinkley immediately with any questions regarding the scope of this notice, the categories of materials to be preserved, or the appropriate method of preservation. Additionally, custodians must promptly notify Marcus Tremblay or Hannah Brinkley if they become aware of any additional potentially relevant materials, custodians, or data sources not already identified in this notice.
5. Maintain strict confidentiality regarding this litigation hold and the underlying dispute. Custodians must not discuss this litigation hold, the anticipated litigation, or the underlying facts and circumstances with any person outside of AHT without prior written approval from Marcus Tremblay or Calderwood & Harkness LLP. This restriction applies to communications with former AHT employees, industry contacts, media, and all other external parties.
VII. DURATION OF HOLD
This litigation hold is effective immediately as of November 17, 2025 and will remain in effect until expressly terminated in writing by Calderwood & Harkness LLP or by Marcus Tremblay, General Counsel of AHT, upon the advice of counsel.
Calderwood & Harkness LLP intends to issue periodic reminders of this litigation hold to ensure continued compliance. However, the absence of a reminder does not relieve any custodian of their preservation obligations. The hold remains in full force and effect at all times unless and until a formal written release is issued.
If a custodian's employment with AHT terminates for any reason during the pendency of this litigation hold, the custodian must ensure that all relevant materials in their possession are preserved and surrendered to AHT prior to departure, and must cooperate with AHT and its counsel in identifying and preserving any relevant materials on personal devices. Marcus Tremblay should be notified immediately of the departure of any custodian so that appropriate measures can be taken.
VIII. CONTACT INFORMATION
All questions regarding this litigation hold should be directed to the following individuals:
For Legal Questions:
Hannah Brinkley, Senior Associate Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, MA 02110 Direct Telephone: (617) 555-8437
Email: hbrinkley@calderwoodharkness.com
Patrick Gallagher, Associate Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, MA 02110 Direct Telephone: (617) 555-8452
Email: pgallagher@calderwoodharkness.com
For Internal AHT Coordination:
Marcus Tremblay, General Counsel Arbor Health Technologies Inc. 230 Federal Street, Suite 1400 Boston, MA 02110 Direct Telephone: (617) 555-3200
Email: mtremblay@arborhealth.com
For Digital Forensics / Technical Preservation Issues:
Karen Velasco, Principal Stonebridge Investigative Group LLC 50 Milk Street, Suite 1600 Boston, MA 02109 Direct Telephone: (617) 555-9175
Email: kvelasco@stonebridgeinvestigative.com
Custodians should not hesitate to reach out with any question, no matter how minor it may seem. It is far better to ask a question and preserve a document that turns out to be irrelevant than to fail to preserve a document that later proves critical to the litigation.
APPENDIX A — IDENTIFIED CUSTODIANS
For Distribution by Marcus Tremblay, General Counsel
The following is a preliminary list of custodians who should receive this litigation hold notice. This list has been prepared by Calderwood & Harkness LLP in consultation with Marcus Tremblay and is subject to revision and supplementation as additional custodians are identified during the course of the investigation and litigation.
Instruction: Marcus Tremblay is requested to supplement this list as additional custodians are identified during the course of the investigation, discovery preparation, or litigation. All additions to the custodian list should be communicated promptly to Hannah Brinkley at Calderwood & Harkness LLP so that appropriate preservation notices can be issued and the litigation hold can be extended to cover any newly identified individuals. Where specific names are noted as "to be confirmed" above, Marcus Tremblay should provide the names to Calderwood & Harkness LLP at the earliest practicable date and ensure that those individuals receive this notice without delay.
Thank you for your prompt attention to this matter. The preservation of evidence is a critical obligation, and timely and thorough compliance with this litigation hold notice will be essential to the successful prosecution of AHT's claims. Please do not hesitate to contact me with any questions.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Hannah Brinkley Senior Associate 100 High Street, 26th Floor Boston, MA 02110 Direct Telephone: (617) 555-8437
Email: hbrinkley@calderwoodharkness.com
Matter No. 1010-00005
CONFIDENTIALITY NOTICE: This document is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation. It is intended solely for the use of the addressee and the authorized custodians identified in Appendix A. This document contains information that is legally privileged under the attorney-client privilege and the work product doctrine. Do not forward, copy, scan, photograph, or distribute this document outside of Arbor Health Technologies Inc. without the prior written consent of Calderwood & Harkness LLP. Any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately at (617) 555-8400 and destroy all copies in your possession.
No. | Name / Title | Reason for Inclusion
1 | Dr. Annika Johansson, Chief Executive Officer | Executive oversight of Company operations; involvement in separation and litigation strategy decisions; board communications
2 | Marcus Tremblay, General Counsel | Legal oversight of all matters relating to Farris; author of pre-suit demand letter; primary internal coordinator for this litigation hold
3 | Elaine Matsuda, Chief Financial Officer | Custodian of financial data referenced in Farris's public statements (ARR, churn rate, gross margin); oversight of audit relationship with Clearwater Audit Partners LLP
4 | VP of Sales / Farris's successor (title and name to be confirmed by Marcus Tremblay) | Successor to Farris's CRO role; knowledge of client account status, pipeline data, and solicitation impacts
5 | Head of Human Resources (name to be confirmed by Marcus Tremblay) | Custodian of employment records for Farris, Solis, and Ashworth; involvement in separation negotiations and exit processes
6 | Head of Information Technology (name to be confirmed by Marcus Tremblay) | Custodian of electronic systems, email archives, backup media, and AHT-issued devices; responsible for technical preservation measures
7 | Account managers and account executives for Lakeview Regional Health System, Prairieland Medical Group P.C., Summit Atlantic Health Partners LLC, and Northbridge Community Health Network | Direct knowledge of client relationships, solicitation contacts, account status, and renewal/non-renewal decisions
8 | Former managers and direct reports of Renata Solis and Jerome Ashworth (to the extent still employed by AHT) | Knowledge of Solis's and Ashworth's pre-resignation communications, circumstances of departure, and any evidence of Farris's solicitation
9 | Head of Marketing / Communications (name to be confirmed by Marcus Tremblay) | Oversight of reputational remediation efforts; custodian of PR firm engagement records and remediation cost documentation
10 | Any other AHT employee who had material interactions with Farris regarding the Separation Agreement, the solicited client accounts, or the disparaging public statements | To be identified by Marcus Tremblay on an ongoing basis as additional custodians come to light

MATTER NO.: 1010-00005

I. PURPOSE OF THIS NOTICE

IV. CATEGORIES OF DOCUMENTS AND ESI TO BE PRESERVED

V. SPECIFIC PRESERVATION INSTRUCTIONS

VI. CUSTODIAN OBLIGATIONS

VII. DURATION OF HOLD

VIII. CONTACT INFORMATION

Record

Parties

Dates

Amounts