expert-retention-letter-hargrove.docx

1010-00005 · Arbor Health Technologies Inc · Engagement

expert-retention-letter-hargrove.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP 100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 448-2200 Facsimile: (617) 448-2201 www.calderwoodharkness.com

November 18, 2025

Matter No.: 1010-00005

Via Email and First Class Mail

Dr. Tobias Hargrove, CFA Principal Hargrove Forensic Economics LLC 155 Seaport Boulevard, Suite 720 Boston, Massachusetts 02210

Re: Retention as Damages Expert — *Arbor Health Technologies Inc. v. Desmond R. Farris Matter No. 1010-00005*

Dear Dr. Hargrove:

1. Introduction and Purpose of Engagement

This letter confirms the retention of Hargrove Forensic Economics LLC ("Hargrove" or the "Firm") by Calderwood & Harkness LLP ("C&H") on behalf of our client, Arbor Health Technologies Inc. ("AHT"), to serve as AHT's damages and economic expert in connection with anticipated litigation against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer. The terms and conditions of this engagement are set forth in detail below.

C&H represents AHT, a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT is a healthcare services and software-as-a-service ("SaaS") company specializing in population health management and value-based care analytics. For its fiscal year ended December 31, 2024 ("FY 2024"), AHT reported annual recurring revenue ("ARR") of approximately $187.4 million and employed approximately 620 individuals across its offices in Boston, Chicago, Nashville, and Austin. AHT's majority equity holder is Ridgeline Capital Partners, LP ("Ridgeline"), a growth-oriented private equity fund that acquired its majority stake in AHT in June 2021 in a transaction valued at approximately $415 million in enterprise value.

AHT intends to file a Verified Complaint and accompanying Motion for Temporary Restraining Order and Preliminary Injunction (collectively, the "Complaint") in the Suffolk County Superior Court, Commonwealth of Massachusetts, on or about November 21, 2025, asserting claims for breach of contract, defamation, business disparagement, and tortious interference with business relations, among other claims. Your role as AHT's damages and economic expert will be critical in establishing and quantifying the economic harm AHT has suffered — and continues to suffer — as a direct and proximate result of Farris's conduct. We anticipate that you will be called upon to provide testimony at the preliminary injunction hearing, at deposition, and at trial.

2. Background of the Dispute

To provide you with sufficient context for the engagement, we set forth below a summary of the relevant factual background, subject to the caveat that additional facts and evidence will be provided to you as the matter develops.

2.1 Farris's Employment and Separation

Desmond R. Farris served as AHT's Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024. During his tenure, Farris was responsible for overseeing AHT's full commercial organization, including enterprise sales, account management, customer success, and strategic partnerships. In this capacity, Farris had extensive access to AHT's most sensitive proprietary and confidential information, including customer-level revenue data, contract values, pricing strategies, renewal projections, gross margin data, churn metrics, pipeline analytics, and strategic growth plans.

Upon his departure, Farris and AHT executed a Separation Agreement and General Release dated August 9, 2024, which became effective on August 30, 2024 following expiration of the applicable revocation period (the "Separation Agreement"). Under the terms of the Separation Agreement, Farris received total separation consideration valued at approximately $1,016,866, consisting of the following components:

(a) Cash Severance: $577,500, representing eighteen (18) months of Farris's base salary of $385,000 per annum, payable in equal bi-weekly installments in accordance with AHT's standard payroll schedule;

(b) COBRA Premium Subsidies: $39,366, representing AHT's payment of Farris's COBRA continuation premiums at a rate of $2,187 per month for a period of eighteen (18) months; and

(c) Accelerated Stock Option Vesting: Accelerated vesting of 62,500 stock options at a strike price of $4.80 per share, with an estimated spread value of approximately $400,000 based on AHT's then-current fair market value as determined by the most recent Section 409A valuation.

In exchange for this separation consideration, Farris executed a general release of claims against AHT and its affiliates and agreed to be bound by a series of restrictive covenants set forth in the Separation Agreement, including the following:

(i) Non-Disparagement (§ 6): Farris agreed not to make any disparaging or defamatory statements, whether oral or written, about AHT, its officers, directors, employees, products, services, financial condition, or business practices, without limitation as to time or duration;

(ii) Confidentiality (§ 7): Farris agreed to maintain in strict confidence all proprietary, financial, technical, commercial, and strategic information of AHT, including but not limited to customer data, pricing information, revenue metrics, churn rates, margin data, and pipeline analytics, for a period of five (5) years through August 30, 2029;

(iii) Non-Solicitation of Clients (§ 8): Farris agreed not to directly or indirectly solicit, contact, divert, or take away any customer or client of AHT, or any prospective customer or client with whom AHT had engaged in substantive business discussions within the twelve (12) months preceding Farris's separation, for a period of twenty-four (24) months through August 30, 2026; and

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

2.2 Farris's Post-Separation Conduct

On October 21, 2024 — less than two months after the effective date of the Separation Agreement — Farris joined Meridian Healthworks, Inc. ("Meridian"), located at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139, as Senior Vice President, Commercial Strategy. Meridian is a direct competitor of AHT in the healthcare IT and population health analytics space, offering substantially overlapping products and services to the same target market of health systems, accountable care organizations, and large physician practice groups.

Following his departure from AHT and his commencement of employment with Meridian, Farris engaged in a systematic and deliberate pattern of breaches of the Separation Agreement's restrictive covenants, including the following categories of misconduct:

Public Disparagement and Defamation. Farris made a series of public statements disparaging AHT, its products, and its financial condition through multiple channels and platforms, including:

• A Westmark Health IT post published on November 3, 2024 to Farris's approximately 12,400 followers, in which Farris made derogatory comments about AHT's data infrastructure and implied that AHT's analytics products were unreliable;

• A Westmark Health IT post published on November 18, 2024, in which Farris stated that AHT was "hemorrhaging clients" and suggested that AHT's leadership was mismanaging the company;

• A post on X (formerly Fenmore Solutions) published on December 12, 2024, in which Farris questioned AHT's financial viability and suggested that the company's growth narrative was unsupported by actual performance metrics;

• A Westmark Health IT post published on February 3, 2025, in which Farris made additional disparaging statements regarding AHT's competitive position and product quality;

• An appearance as a guest on The Digital Health Download podcast (approximately 28,000 monthly listeners) on January 15, 2025, during which Farris made disparaging comments about AHT by name and disclosed confidential financial information; and

• An appearance as a guest on HealthTech Insider podcast (approximately 41,000 monthly listeners) on March 4, 2025, during which Farris repeated and amplified his disparaging statements about AHT and made further disclosures of confidential information.

Disclosure of Confidential Information. In the course of the foregoing public statements, Farris disclosed AHT proprietary financial information in violation of the confidentiality provisions of the Separation Agreement. Critically, Farris's disclosures included materially false statements designed to damage AHT's reputation, including:

• A false claim that AHT's customer churn rate was 14%, when in fact AHT's actual gross logo churn for FY 2024 was 8.2%, as reflected in AHT's internal metrics and independently verified by Clearwater Audit Partners LLP; and

• A false claim that AHT's gross margin was "barely 55%," when in fact AHT's actual gross margin for FY 2024 was 68.7%, as reflected in AHT's audited financial statements prepared by Clearwater Audit Partners LLP.

Farris also disclosed specific client contract values and terms in these public forums, further compounding the confidentiality breach.

Direct Solicitation of AHT Enterprise Clients. In direct violation of the non-solicitation of clients provisions of the Separation Agreement, Farris directly and personally solicited at least four of AHT's enterprise-level clients, including through the following documented contacts:

• An email sent on November 8, 2024 to Dr. Nina Castellano, Vice President of Population Health at Lakeview Regional Health System ("Lakeview"), a client with an annual contract value ("ACV") of $4.3 million and a contract renewal date of April 1, 2025;

• Westmark Health IT direct messages sent on November 14, 2024 to William Okafor, Chief Technology Officer at Northbridge Community Health Network ("Northbridge"), a client with an ACV of $1.6 million and a contract expiration date of March 1, 2025;

• A telephone call made on December 2, 2024 to Thomas Rourke, Chief Executive Officer of Prairieland Medical Group, P.C. ("Prairieland"), a client with an ACV of $2.1 million and a contract renewal date of July 1, 2025; and

• An in-person meeting held on January 22, 2025 with Angela Firth, Chief Operating Officer of Summit Atlantic Health Partners, LLC ("Summit Atlantic"), a client with an ACV of $3.7 million and a contract renewal date of September 1, 2025.

Solicitation of AHT Employees. In violation of the non-solicitation of employees provisions of the Separation Agreement, Farris directly recruited and solicited at least two AHT employees, resulting in the departures of Renata Solis, Senior Sales Director (resigned February 10, 2025), and Jerome Ashworth, Senior Sales Director (resigned February 24, 2025), both of whom subsequently joined Meridian Healthworks. Evidence of Farris's solicitation includes text message communications between Farris and each of Ms. Solis and Mr. Ashworth.

2.3 Confirmed Client Losses

As a direct result of Farris's solicitation activities and disparaging conduct, AHT has suffered confirmed and probable client losses, including:

• Northbridge Community Health Network: AHT's contract with Northbridge ($1.6M ACV) expired on March 1, 2025 and was not renewed. Northbridge signed a new agreement with Meridian Healthworks on March 15, 2025. This loss is confirmed.

• Lakeview Regional Health System: AHT received a formal non-renewal notice from Lakeview ($4.3M ACV) dated October 28, 2025, indicating Lakeview's intention not to renew its contract upon its April 1, 2025 renewal date. This loss is highly probable and attributable to Farris's solicitation.

2.4 Opposing Counsel

Farris is represented by Constance A. Whitfield of Whitfield, Boone & Calloway LLP, located at 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109.

3. Scope of Expert Engagement

3.1 General Scope

Hargrove is retained to analyze and quantify the full range of economic damages sustained by AHT as a result of Farris's breaches of the non-disparagement, confidentiality, non-solicitation of clients, and non-solicitation of employees provisions of the Separation Agreement, as well as related tortious conduct including defamation, business disparagement, and tortious interference with business relations and prospective business advantage. In fulfilling this engagement, we ask that you perform a comprehensive, independent economic analysis employing accepted forensic economic methodologies to calculate AHT's damages with reasonable economic certainty.

Your engagement includes the preparation of a comprehensive written damages report suitable for submission as expert testimony in the Suffolk County Superior Court proceedings, as well as preparation of such supplemental or rebuttal reports as may be required by court order or litigation strategy. You should also be prepared to testify at any preliminary injunction hearing, at your deposition, and at trial, as the circumstances of the case may require.

3.2 Specific Damages Categories to Be Analyzed

We ask that your analysis encompass the following specific categories of damages, which we describe in further detail below. We emphasize that these categories reflect our current understanding of AHT's losses and may be expanded, refined, or modified as additional facts and evidence become available during the course of discovery and the litigation.

(a) Confirmed and Probable Lost Annual Contract Value (ACV). You should quantify the direct revenue loss attributable to the confirmed loss of Northbridge Community Health Network. As described above, Northbridge's contract with AHT ($1.6 million ACV) expired on March 1, 2025 without renewal, and Northbridge signed a new agreement with Meridian Healthworks on March 15, 2025. This loss is directly attributable to Farris's solicitation of William Okafor, Northbridge's CTO, via Westmark Health IT messages sent on November 14, 2024.

Additionally, you should quantify the probable revenue loss attributable to Lakeview Regional Health System. Lakeview issued a formal non-renewal notice dated October 28, 2025, indicating its intent not to renew its $4.3 million ACV contract upon its renewal date of April 1, 2025. This probable loss is directly attributable to Farris's solicitation of Dr. Nina Castellano, Lakeview's VP of Population Health, via email on November 8, 2024.

The combined confirmed and probable lost ACV from these two clients is $5.9 million per year. Your analysis should include a detailed assessment of causation, establishing the nexus between Farris's specific solicitation activities and the corresponding client losses, and should consider and address any alternative causes or intervening factors that may be raised by the defense.

(b) Multi-Year Contract Value Lost. Beyond the annual revenue loss, we ask that you estimate the projected lifetime or multi-year revenue loss associated with the lost client relationships. AHT's preliminary estimate applies the $5.9 million combined annual ACV to an average remaining contract term of three years, yielding an estimated $17.7 million in multi-year contract value lost. However, we ask that you independently verify and refine this figure based on your analysis of AHT's historical contract renewal patterns, customer lifetime value data, net revenue retention rates, and an appropriate discount rate to reflect the time value of money and the inherent uncertainty of future revenue streams.

In addition to the confirmed and probable losses, your analysis should consider the at-risk but not yet lost accounts that were also the subject of Farris's solicitation activities, specifically:

• Prairieland Medical Group, P.C.: ACV of $2.1 million; contract renewal date of July 1, 2025; solicited by Farris via telephone call to CEO Thomas Rourke on December 2, 2024; and

• Summit Atlantic Health Partners, LLC: ACV of $3.7 million; contract renewal date of September 1, 2025; solicited by Farris via in-person meeting with COO Angela Firth on January 22, 2025.

Including these at-risk accounts, the total ACV across all four solicited clients is $11.7 million per year. Your analysis should include a probability-weighted assessment of the likelihood of loss for each at-risk account, taking into account the nature and timing of Farris's solicitation, the proximity to contract renewal dates, any known competitive dynamics at the account level, and any remediation efforts undertaken by AHT.

(c) Pipeline Conversion Loss. We ask that you analyze the decline in AHT's sales pipeline conversion rate following Farris's public disparagement campaign. AHT's internal data reflects that the company's sales pipeline conversion rate declined from 34% in Q3 FY 2024 (the pre-disparagement baseline period) to 21% in Q1 FY 2025 (the post-disparagement period), representing a thirteen percentage point decline in conversion efficiency. This decline occurred during a period in which AHT's product, pricing, competitive positioning, and sales team composition were otherwise substantially consistent with the baseline period, supporting the inference that Farris's public statements were a material contributing cause.

AHT's current preliminary estimate of pipeline conversion loss is approximately $8.2 million, calculated by applying the conversion rate differential to the value of opportunities in the pipeline during the affected period. We ask that you independently review and validate this estimate, including by reviewing deal-loss feedback from prospective clients. We note that at least three prospective clients that declined to proceed with AHT during this period cited "market concerns about Arbor's data quality" as a factor in their decision, language that closely tracks the false claims disseminated by Farris in his public statements.

Your analysis should isolate Farris's conduct as a proximate cause of the pipeline conversion decline, controlling for other market factors that may have contributed to the decline, including general market conditions, competitive activity by Meridian or other competitors unrelated to Farris's statements, and any internal factors at AHT such as changes in product features, pricing, or sales team composition during the relevant period.

(d) Reputational Remediation Costs. AHT has incurred actual costs in responding to the reputational damage caused by Farris's public statements, including expenditures for public relations consulting, customer outreach campaigns, media response and monitoring, and related remediation activities. Through October 2025, AHT's actual documented spend on reputational remediation totals $340,000. We will provide you with full documentation supporting these expenditures.

We ask that you assess whether the $340,000 in actual costs is reasonable and appropriate, and further whether ongoing or future remediation costs should be included in the overall damages estimate. To the extent you determine that AHT is likely to incur additional remediation costs in order to restore its market reputation, we ask that you estimate those future costs using appropriate economic methodology.

(e) Contractual Liquidated Damages. Section 10(d) of the Separation Agreement provides for liquidated damages in the amount of $250,000 in the event of a breach by Farris of Sections 6 (non-disparagement) or 7 (confidentiality) of the Separation Agreement. We note that this liquidated damages provision is not intended to cap AHT's actual damages and that the Separation Agreement expressly reserves AHT's right to seek actual damages in excess of the liquidated damages amount. Your analysis should address the interplay between the contractual liquidated damages and the actual damages sustained by AHT. Specifically, your report should make clear that the actual damages suffered by AHT as a result of Farris's breaches of Sections 6 and 7 far exceed the $250,000 liquidated damages amount, and that the liquidated damages should be treated as a component of — and not a limitation on — AHT's total recovery.

(f) Clawback of Separation Consideration. Sections 10(a) and 10(b) of the Separation Agreement provide that in the event of a material breach by Farris of any of Sections 6 through 9, Farris shall be obligated to return all separation consideration previously paid to him. The total clawback amount is $1,016,866, comprising $577,500 in cash severance, $39,366 in COBRA premium subsidies, and $400,000 in accelerated stock option value. Your expert report should address this amount as a separate and distinct damages element, independent of the economic damages flowing from Farris's tortious and contractual misconduct. We ask that you describe the contractual basis for the clawback and include it as a line item within the total damages framework.

(g) Total Damages Framework. Based on AHT's preliminary analysis, the aggregate total claimed damages are currently estimated at approximately $27,506,866 (excluding attorneys' fees and costs), comprising:

We emphasize that these figures are preliminary estimates and that we are retaining your firm precisely to independently verify, refine, and opine on the reasonableness of each category. Your analysis may result in adjustments — upward or downward — to any of these figures, and we expect your report to set forth a damages range or point estimate supported by sound forensic economic methodology and clearly articulated assumptions.

3.3 Additional Analytical Tasks

In addition to the specific damages categories described above, we ask that you undertake the following additional analytical tasks as part of your engagement:

(a) But-For Revenue Analysis. Construct a but-for revenue scenario projecting AHT's revenue trajectory absent Farris's breaches, comparing it to AHT's actual revenue performance during the affected period. This analysis should serve as the foundation for your lost profits and lost revenue calculations and should take into account AHT's historical growth rate, ARR trends, and market conditions.

(b) discount Rate and Present Value Methodology. Assess and select the appropriate discount rate and present-value methodology for calculating future damages, taking into account the risk profile of AHT's recurring revenue streams, the predictability of SaaS contract renewals, and prevailing market rates. Your report should clearly articulate the basis for the discount rate selected and present sensitivity analyses reflecting a reasonable range of assumptions.

(c) Evaluation of Mitigation Efforts. Review and assess the mitigation efforts undertaken by AHT to minimize the impact of Farris's conduct, including customer retention outreach, public relations activities, and sales team reinforcement. Your report should address whether AHT's mitigation efforts were reasonable and whether any failure to mitigate should reduce the damages calculation.

(d) Competitive Dynamics. Review the competitive dynamics between AHT (approximately $187.4 million ARR) and Meridian Healthworks (estimated $135 million ARR) and assess the market impact of client defections from AHT to Meridian, including any compounding effects on AHT's competitive position, market share, and ability to attract new clients and capital.

(e) Employee Solicitation Damages. Analyze whether the departures of Renata Solis (resigned February 10, 2025) and Jerome Ashworth (resigned February 24, 2025), both former AHT Senior Sales Directors who joined Meridian Healthworks, resulted in quantifiable economic damages to AHT. Such damages may include the cost of recruiting, hiring, and training replacement personnel; the loss of institutional knowledge and client relationships; and any incremental revenue losses attributable to the disruption of AHT's sales organization during the transition period.

4. Materials to Be Provided

C&H will provide Hargrove with the following materials in connection with this engagement. The initial tranche of materials will be delivered promptly following execution of this letter, and additional materials will be provided on a rolling basis as they become available or as discovery progresses:

(a) A fully executed copy of the Separation Agreement and General Release dated August 9, 2024 (effective August 30, 2024), including all exhibits, schedules, and amendments thereto;

(b) AHT's financial statements and key performance metrics for FY 2023 and FY 2024, including but not limited to ARR, gross margin, net revenue retention, gross logo churn, and customer lifetime value data, as audited by Clearwater Audit Partners LLP, 125 Summer Street, Suite 2200, Boston, Massachusetts 02110;

(c) CRM records and sales pipeline data from AHT's Pinnacle Health IT instance, including deal-stage progression reports, win/loss analyses, and pipeline summary reports for Q3 FY 2024 through Q2 FY 2025;

(d) Account-level records for each of the four solicited clients — Lakeview Regional Health System, Prairieland Medical Group, P.C., Summit Atlantic Health Partners, LLC, and Northbridge Community Health Network — including ACV, contract terms, renewal dates, correspondence, account team communications, and all related documentation;

(e) Preserved copies of Farris's social media posts on Westmark Health IT and X (formerly Fenmore Solutions), and transcripts and/or audio recordings of Farris's appearances on The Digital Health Download (January 15, 2025) and HealthTech Insider (March 4, 2025), as preserved and authenticated by Stonebridge Investigative Group LLC (Karen Velasco, Principal);

(f) Evidence of Farris's direct client solicitation activities, including copies of emails, Westmark Health IT messages, telephone call records, and any other correspondence or documentation evidencing contact with the solicited clients;

(g) Evidence of Farris's employee solicitation activities, including text message communications between Farris and Renata Solis and between Farris and Jerome Ashworth;

(h) Documentation of AHT's reputational remediation expenditures, including invoices, engagement letters with public relations and media consultants, and internal records of customer outreach activities;

(i) Deal-loss feedback and correspondence from prospective AHT clients who declined to proceed with AHT during the Q4 2024 through Q2 2025 period, including any feedback citing market concerns about AHT's data quality or competitive position; and

(j) Such additional materials, data, documents, and information as may become available or as may be reasonably necessary for your analysis as the engagement progresses.

We will coordinate with you and your team to ensure timely and secure delivery of all materials and to address any questions regarding the data and documentation provided.

5. Compensation and Budget

Hargrove Forensic Economics LLC will bill for this engagement at the Firm's standard hourly rates, as follows:

Invoices shall be submitted monthly on the first business day following each calendar month, with payment due net thirty (30) days from the date of invoice. Each invoice shall include a reasonably detailed description of the services performed, the professional performing the services, the number of hours billed, and the applicable hourly rate.

The estimated budget for this engagement is as follows:

• Phase 1 — Preliminary Injunction Hearing Phase (through preliminary hearing, estimated December 2025 – February 2026): $85,000 to $120,000.

• Phase 2 — Full Engagement Through Trial Testimony (including discovery, deposition, rebuttal report, and trial preparation and testimony): $225,000 to $350,000.

These budget estimates are preliminary and are subject to revision based on the scope and complexity of the case, the volume of materials to be reviewed, the number and duration of depositions and hearings, and any expansion of the damages analysis required by developments in discovery or litigation strategy. We will endeavor to keep you apprised of any material changes in scope that may affect the budget, and we ask that you notify us promptly if projected fees are likely to exceed the foregoing estimates.

AHT, through C&H, is responsible for all reasonable fees and expenses incurred by Hargrove in connection with this engagement. Travel time, deposition preparation time, and courtroom testimony time shall be billed at the same hourly rates set forth above. All reasonable out-of-pocket expenses — including travel, lodging, printing, and electronic data processing costs — shall be reimbursed at cost upon submission of appropriate documentation.

6. Confidentiality Obligations

All information, documents, data, materials, analyses, and communications provided to Hargrove by C&H or AHT in connection with this engagement, including information received orally, in writing, or in electronic form, are strictly confidential and proprietary (collectively, "Confidential Materials"). The Confidential Materials include information that is protected by the attorney-client privilege and the attorney work product doctrine and that is being disclosed to you in your capacity as a consulting and testifying expert retained by counsel in anticipation of litigation.

Hargrove shall not disclose any Confidential Materials or any information derived therefrom to any third party — including but not limited to Farris, Meridian Healthworks, Whitfield, Boone & Calloway LLP, any media outlet, or any other person or entity — without the prior written consent of C&H. The sole exceptions to this obligation are: (a) disclosures required by valid court order or lawful subpoena, provided that Hargrove shall provide C&H with prompt advance written notice of any such requirement prior to making any disclosure so that C&H may seek protective relief; and (b) disclosures required in the context of expert testimony in the Suffolk County Superior Court proceedings.

All Confidential Materials shall be stored in a secure manner, whether in physical or electronic form, with access limited to those individuals within the Hargrove Firm who are directly involved in the engagement. Upon the conclusion of the engagement, or at any time upon the written direction of C&H, Hargrove shall promptly return or securely destroy all Confidential Materials in its possession, custody, or control, and shall certify in writing that such return or destruction has been completed.

Hargrove's retention, all work performed in connection with this engagement, and all work product produced (including draft and final reports, memoranda, analyses, models, and related materials) are subject to the protections of the attorney work product doctrine and are prepared in anticipation of litigation within the meaning of Mass. R. Civ. P. 26(b)(3) and applicable federal law.

7. Independence and Objectivity

Hargrove is retained to provide independent, objective, and unbiased economic analysis and expert opinions. While C&H and AHT will provide you with factual background, data, and materials, it is understood that your opinions and conclusions must be reached independently and must be based solely on the evidence, the data, and accepted principles and methodologies of forensic economics. You should not shape your analysis or opinions to conform to any particular outcome desired by AHT or C&H, and your report and testimony must reflect your own professional judgment.

By executing this letter, Hargrove confirms that neither Dr. Hargrove nor any other member of the Hargrove Firm has any prior business, professional, personal, or financial relationship with any party to this litigation, including Arbor Health Technologies Inc., Desmond R. Farris, Meridian Healthworks, Inc., Ridgeline Capital Partners, LP, Whitfield, Boone & Calloway LLP, or any of the solicited clients (Lakeview Regional Health System, Northbridge Community Health Network, Prairieland Medical Group, P.C., or Summit Atlantic Health Partners, LLC), that could create a conflict of interest or compromise the independence or objectivity of the engagement.

Hargrove's opinions must be supportable under the standards for the admissibility of expert testimony applicable in the courts of the Commonwealth of Massachusetts. As you are aware, Massachusetts has adopted the Daubert/Lanigan standard, which requires that expert opinions be based on sufficient facts or data, be the product of reliable principles and methods, and reflect a reliable application of those principles and methods to the facts of the case. See Daubert v. Merrell Dow Pharm., Inc., 509 U.S. 579 (1993); Commonwealth v. Lanigan, 419 Mass. 15 (1994). Your analysis and methodology should be designed to satisfy this standard.

8. Deliverables and Timeline

The anticipated deliverables and timeline for the engagement are as follows:

(a) Preliminary Damages Estimate Memorandum: Hargrove shall prepare and deliver a preliminary memorandum setting forth an initial assessment of AHT's damages within twenty-one (21) calendar days of receipt of the initial tranche of materials described in Section 4 above. This preliminary memorandum is intended to support AHT's preliminary injunction motion and will be shared with the Court to the extent necessary. We expect the memorandum to address, at a minimum, the confirmed and probable lost ACV, the pipeline conversion loss, and the reputational remediation costs, and to provide a preliminary aggregate damages range.

(b) Full Expert Report: Hargrove shall prepare a comprehensive, written expert report in accordance with the requirements of Mass. R. Civ. P. 26(b)(4) and any applicable scheduling orders entered by the Court. The specific deadline for submission of the expert report will be determined by the Court's case management schedule, which we will communicate to you upon receipt.

(c) Deposition Preparation and Testimony: Hargrove shall make Dr. Hargrove available for deposition preparation sessions with C&H and for deposition testimony at such times as may be scheduled by agreement of the parties or by order of the Court.

(d) Rebuttal Report: If the defense designates its own damages expert, Hargrove shall prepare a rebuttal expert report following receipt and review of the defense expert's report, on a schedule to be determined consistent with the Court's case management order.

We recognize that the timeline for the preliminary damages estimate memorandum is aggressive and will work with your team to prioritize the delivery of materials and to be available for any questions that arise during the preparation process.

9. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, Hargrove shall be entitled to compensation for all work performed and all expenses incurred through the effective date of termination. Upon termination, Hargrove shall promptly deliver to C&H all work product, whether in draft or final form, completed through the date of termination, and shall return or destroy all Confidential Materials as directed by C&H in accordance with Section 6 above.

All confidentiality obligations set forth in Section 6 shall survive the termination of this engagement and shall remain in full force and effect indefinitely, regardless of the reason for termination.

10. Conflicts Confirmation

We request that you confirm in writing, as part of your execution of this letter, that Hargrove Forensic Economics LLC has conducted a conflict check and has determined that it has no conflicts of interest with respect to any party or entity involved in this matter, including but not limited to: Arbor Health Technologies Inc., Desmond R. Farris, Meridian Healthworks, Inc., Ridgeline Capital Partners, LP, Whitfield, Boone & Calloway LLP, Constance A. Whitfield, and any of the individuals and entities referenced in this letter. If any potential conflict is identified, we ask that you disclose it to us immediately so that we may evaluate its significance.

11. Acceptance and Countersignature

If the foregoing terms accurately reflect your understanding of the engagement and are acceptable to you, please so indicate by signing and dating this letter in the space provided below and returning an executed copy to my attention. The executed letter will constitute the binding agreement between C&H (on behalf of AHT) and Hargrove Forensic Economics LLC governing this engagement. A signed copy may be returned via email to the undersigned at hbrinkley@calderwoodharkness.com or by first class mail to the address set forth above.

We look forward to working with you on this matter. Please do not hesitate to contact me or my colleagues Samuel Eklund or Linda Osei if you have any questions or wish to discuss any aspect of this engagement.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Hannah Brinkley Senior Associate Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 448-2247

Email: hbrinkley@calderwoodharkness.com

Matter No.: 1010-00005

Enclosures: Materials to follow under separate cover

cc:

Samuel Eklund, Partner, Calderwood & Harkness LLP Linda Osei, Partner, Calderwood & Harkness LLP Marcus Tremblay, General Counsel, Arbor Health Technologies Inc. (via email)

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned hereby acknowledges receipt of this Expert Retention Letter dated November 18, 2025, confirms that the terms and conditions set forth herein are acceptable, and agrees to be bound by such terms and conditions in connection with the engagement described above. The undersigned further confirms that Hargrove Forensic Economics LLC has conducted a conflict check and has identified no conflicts of interest with respect to any party or entity involved in this matter.

ACKNOWLEDGED AND AGREED:

HARGROVE FORENSIC ECONOMICS LLC

By: ________

Dr. Tobias Hargrove, CFA

Title: Principal

Date: ________

Damages Category	Estimated Amount
Multi-year contract value lost (confirmed/probable)	$17,700,000
Pipeline conversion loss	$8,200,000
Reputational remediation costs	$340,000
Contractual liquidated damages (§ 10(d))	$250,000
Clawback of separation consideration (§ 10(a)–(b))	$1,016,866
Total Estimated Damages	$27,506,866
Professional	Rate
Dr. Tobias Hargrove, CFA — Principal and Testifying Expert	$675 per hour
Senior Analyst / Manager	$425 per hour
Staff Analyst	$275 per hour
Research Associate	$175 per hour

CALDERWOOD & HARKNESS LLP 100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 448-2200 Facsimile: (617) 448-2201 www.calderwoodharkness.com
November 18, 2025
Matter No.: 1010-00005
Via Email and First Class Mail
Dr. Tobias Hargrove, CFA Principal Hargrove Forensic Economics LLC 155 Seaport Boulevard, Suite 720 Boston, Massachusetts 02210
Re: Retention as Damages Expert — *Arbor Health Technologies Inc. v. Desmond R. Farris Matter No. 1010-00005*
Dear Dr. Hargrove:
1. Introduction and Purpose of Engagement
This letter confirms the retention of Hargrove Forensic Economics LLC ("Hargrove" or the "Firm") by Calderwood & Harkness LLP ("C&H") on behalf of our client, Arbor Health Technologies Inc. ("AHT"), to serve as AHT's damages and economic expert in connection with anticipated litigation against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer. The terms and conditions of this engagement are set forth in detail below.
C&H represents AHT, a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT is a healthcare services and software-as-a-service ("SaaS") company specializing in population health management and value-based care analytics. For its fiscal year ended December 31, 2024 ("FY 2024"), AHT reported annual recurring revenue ("ARR") of approximately $187.4 million and employed approximately 620 individuals across its offices in Boston, Chicago, Nashville, and Austin. AHT's majority equity holder is Ridgeline Capital Partners, LP ("Ridgeline"), a growth-oriented private equity fund that acquired its majority stake in AHT in June 2021 in a transaction valued at approximately $415 million in enterprise value.
AHT intends to file a Verified Complaint and accompanying Motion for Temporary Restraining Order and Preliminary Injunction (collectively, the "Complaint") in the Suffolk County Superior Court, Commonwealth of Massachusetts, on or about November 21, 2025, asserting claims for breach of contract, defamation, business disparagement, and tortious interference with business relations, among other claims. Your role as AHT's damages and economic expert will be critical in establishing and quantifying the economic harm AHT has suffered — and continues to suffer — as a direct and proximate result of Farris's conduct. We anticipate that you will be called upon to provide testimony at the preliminary injunction hearing, at deposition, and at trial.
2. Background of the Dispute
To provide you with sufficient context for the engagement, we set forth below a summary of the relevant factual background, subject to the caveat that additional facts and evidence will be provided to you as the matter develops.
2.1 Farris's Employment and Separation
Desmond R. Farris served as AHT's Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024. During his tenure, Farris was responsible for overseeing AHT's full commercial organization, including enterprise sales, account management, customer success, and strategic partnerships. In this capacity, Farris had extensive access to AHT's most sensitive proprietary and confidential information, including customer-level revenue data, contract values, pricing strategies, renewal projections, gross margin data, churn metrics, pipeline analytics, and strategic growth plans.
Upon his departure, Farris and AHT executed a Separation Agreement and General Release dated August 9, 2024, which became effective on August 30, 2024 following expiration of the applicable revocation period (the "Separation Agreement"). Under the terms of the Separation Agreement, Farris received total separation consideration valued at approximately $1,016,866, consisting of the following components:
(a) Cash Severance: $577,500, representing eighteen (18) months of Farris's base salary of $385,000 per annum, payable in equal bi-weekly installments in accordance with AHT's standard payroll schedule;
(b) COBRA Premium Subsidies: $39,366, representing AHT's payment of Farris's COBRA continuation premiums at a rate of $2,187 per month for a period of eighteen (18) months; and
(c) Accelerated Stock Option Vesting: Accelerated vesting of 62,500 stock options at a strike price of $4.80 per share, with an estimated spread value of approximately $400,000 based on AHT's then-current fair market value as determined by the most recent Section 409A valuation.
In exchange for this separation consideration, Farris executed a general release of claims against AHT and its affiliates and agreed to be bound by a series of restrictive covenants set forth in the Separation Agreement, including the following:
(i) Non-Disparagement (§ 6): Farris agreed not to make any disparaging or defamatory statements, whether oral or written, about AHT, its officers, directors, employees, products, services, financial condition, or business practices, without limitation as to time or duration;
(ii) Confidentiality (§ 7): Farris agreed to maintain in strict confidence all proprietary, financial, technical, commercial, and strategic information of AHT, including but not limited to customer data, pricing information, revenue metrics, churn rates, margin data, and pipeline analytics, for a period of five (5) years through August 30, 2029;
(iii) Non-Solicitation of Clients (§ 8): Farris agreed not to directly or indirectly solicit, contact, divert, or take away any customer or client of AHT, or any prospective customer or client with whom AHT had engaged in substantive business discussions within the twelve (12) months preceding Farris's separation, for a period of twenty-four (24) months through August 30, 2026; and
(iv) Non-Solicitation of Employees (§ 9): Farris agreed not to directly or indirectly recruit, solicit, or induce any employee of AHT to terminate his or her employment with AHT for a period of twenty-four (24) months through August 30, 2026.
2.2 Farris's Post-Separation Conduct
On October 21, 2024 — less than two months after the effective date of the Separation Agreement — Farris joined Meridian Healthworks, Inc. ("Meridian"), located at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139, as Senior Vice President, Commercial Strategy. Meridian is a direct competitor of AHT in the healthcare IT and population health analytics space, offering substantially overlapping products and services to the same target market of health systems, accountable care organizations, and large physician practice groups.
Following his departure from AHT and his commencement of employment with Meridian, Farris engaged in a systematic and deliberate pattern of breaches of the Separation Agreement's restrictive covenants, including the following categories of misconduct:
Public Disparagement and Defamation. Farris made a series of public statements disparaging AHT, its products, and its financial condition through multiple channels and platforms, including:
•  A Westmark Health IT post published on November 3, 2024 to Farris's approximately 12,400 followers, in which Farris made derogatory comments about AHT's data infrastructure and implied that AHT's analytics products were unreliable;
•  A Westmark Health IT post published on November 18, 2024, in which Farris stated that AHT was "hemorrhaging clients" and suggested that AHT's leadership was mismanaging the company;
•  A post on X (formerly Fenmore Solutions) published on December 12, 2024, in which Farris questioned AHT's financial viability and suggested that the company's growth narrative was unsupported by actual performance metrics;
•  A Westmark Health IT post published on February 3, 2025, in which Farris made additional disparaging statements regarding AHT's competitive position and product quality;
•  An appearance as a guest on The Digital Health Download podcast (approximately 28,000 monthly listeners) on January 15, 2025, during which Farris made disparaging comments about AHT by name and disclosed confidential financial information; and
•  An appearance as a guest on HealthTech Insider podcast (approximately 41,000 monthly listeners) on March 4, 2025, during which Farris repeated and amplified his disparaging statements about AHT and made further disclosures of confidential information.
Disclosure of Confidential Information. In the course of the foregoing public statements, Farris disclosed AHT proprietary financial information in violation of the confidentiality provisions of the Separation Agreement. Critically, Farris's disclosures included materially false statements designed to damage AHT's reputation, including:
•  A false claim that AHT's customer churn rate was 14%, when in fact AHT's actual gross logo churn for FY 2024 was 8.2%, as reflected in AHT's internal metrics and independently verified by Clearwater Audit Partners LLP; and
•  A false claim that AHT's gross margin was "barely 55%," when in fact AHT's actual gross margin for FY 2024 was 68.7%, as reflected in AHT's audited financial statements prepared by Clearwater Audit Partners LLP.
Farris also disclosed specific client contract values and terms in these public forums, further compounding the confidentiality breach.
Direct Solicitation of AHT Enterprise Clients. In direct violation of the non-solicitation of clients provisions of the Separation Agreement, Farris directly and personally solicited at least four of AHT's enterprise-level clients, including through the following documented contacts:
•  An email sent on November 8, 2024 to Dr. Nina Castellano, Vice President of Population Health at Lakeview Regional Health System ("Lakeview"), a client with an annual contract value ("ACV") of $4.3 million and a contract renewal date of April 1, 2025;
•  Westmark Health IT direct messages sent on November 14, 2024 to William Okafor, Chief Technology Officer at Northbridge Community Health Network ("Northbridge"), a client with an ACV of $1.6 million and a contract expiration date of March 1, 2025;
•  A telephone call made on December 2, 2024 to Thomas Rourke, Chief Executive Officer of Prairieland Medical Group, P.C. ("Prairieland"), a client with an ACV of $2.1 million and a contract renewal date of July 1, 2025; and
•  An in-person meeting held on January 22, 2025 with Angela Firth, Chief Operating Officer of Summit Atlantic Health Partners, LLC ("Summit Atlantic"), a client with an ACV of $3.7 million and a contract renewal date of September 1, 2025.
Solicitation of AHT Employees. In violation of the non-solicitation of employees provisions of the Separation Agreement, Farris directly recruited and solicited at least two AHT employees, resulting in the departures of Renata Solis, Senior Sales Director (resigned February 10, 2025), and Jerome Ashworth, Senior Sales Director (resigned February 24, 2025), both of whom subsequently joined Meridian Healthworks. Evidence of Farris's solicitation includes text message communications between Farris and each of Ms. Solis and Mr. Ashworth.
2.3 Confirmed Client Losses
As a direct result of Farris's solicitation activities and disparaging conduct, AHT has suffered confirmed and probable client losses, including:
•  Northbridge Community Health Network: AHT's contract with Northbridge ($1.6M ACV) expired on March 1, 2025 and was not renewed. Northbridge signed a new agreement with Meridian Healthworks on March 15, 2025. This loss is confirmed.
•  Lakeview Regional Health System: AHT received a formal non-renewal notice from Lakeview ($4.3M ACV) dated October 28, 2025, indicating Lakeview's intention not to renew its contract upon its April 1, 2025 renewal date. This loss is highly probable and attributable to Farris's solicitation.
2.4 Opposing Counsel
Farris is represented by Constance A. Whitfield of Whitfield, Boone & Calloway LLP, located at 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109.
3. Scope of Expert Engagement
3.1 General Scope
Hargrove is retained to analyze and quantify the full range of economic damages sustained by AHT as a result of Farris's breaches of the non-disparagement, confidentiality, non-solicitation of clients, and non-solicitation of employees provisions of the Separation Agreement, as well as related tortious conduct including defamation, business disparagement, and tortious interference with business relations and prospective business advantage. In fulfilling this engagement, we ask that you perform a comprehensive, independent economic analysis employing accepted forensic economic methodologies to calculate AHT's damages with reasonable economic certainty.
Your engagement includes the preparation of a comprehensive written damages report suitable for submission as expert testimony in the Suffolk County Superior Court proceedings, as well as preparation of such supplemental or rebuttal reports as may be required by court order or litigation strategy. You should also be prepared to testify at any preliminary injunction hearing, at your deposition, and at trial, as the circumstances of the case may require.
3.2 Specific Damages Categories to Be Analyzed
We ask that your analysis encompass the following specific categories of damages, which we describe in further detail below. We emphasize that these categories reflect our current understanding of AHT's losses and may be expanded, refined, or modified as additional facts and evidence become available during the course of discovery and the litigation.
(a) Confirmed and Probable Lost Annual Contract Value (ACV).  You should quantify the direct revenue loss attributable to the confirmed loss of Northbridge Community Health Network. As described above, Northbridge's contract with AHT ($1.6 million ACV) expired on March 1, 2025 without renewal, and Northbridge signed a new agreement with Meridian Healthworks on March 15, 2025. This loss is directly attributable to Farris's solicitation of William Okafor, Northbridge's CTO, via Westmark Health IT messages sent on November 14, 2024.
Additionally, you should quantify the probable revenue loss attributable to Lakeview Regional Health System. Lakeview issued a formal non-renewal notice dated October 28, 2025, indicating its intent not to renew its $4.3 million ACV contract upon its renewal date of April 1, 2025. This probable loss is directly attributable to Farris's solicitation of Dr. Nina Castellano, Lakeview's VP of Population Health, via email on November 8, 2024.
The combined confirmed and probable lost ACV from these two clients is $5.9 million per year. Your analysis should include a detailed assessment of causation, establishing the nexus between Farris's specific solicitation activities and the corresponding client losses, and should consider and address any alternative causes or intervening factors that may be raised by the defense.
(b) Multi-Year Contract Value Lost.  Beyond the annual revenue loss, we ask that you estimate the projected lifetime or multi-year revenue loss associated with the lost client relationships. AHT's preliminary estimate applies the $5.9 million combined annual ACV to an average remaining contract term of three years, yielding an estimated $17.7 million in multi-year contract value lost. However, we ask that you independently verify and refine this figure based on your analysis of AHT's historical contract renewal patterns, customer lifetime value data, net revenue retention rates, and an appropriate discount rate to reflect the time value of money and the inherent uncertainty of future revenue streams.
In addition to the confirmed and probable losses, your analysis should consider the at-risk but not yet lost accounts that were also the subject of Farris's solicitation activities, specifically:
•  Prairieland Medical Group, P.C.: ACV of $2.1 million; contract renewal date of July 1, 2025; solicited by Farris via telephone call to CEO Thomas Rourke on December 2, 2024; and
•  Summit Atlantic Health Partners, LLC: ACV of $3.7 million; contract renewal date of September 1, 2025; solicited by Farris via in-person meeting with COO Angela Firth on January 22, 2025.
Including these at-risk accounts, the total ACV across all four solicited clients is $11.7 million per year. Your analysis should include a probability-weighted assessment of the likelihood of loss for each at-risk account, taking into account the nature and timing of Farris's solicitation, the proximity to contract renewal dates, any known competitive dynamics at the account level, and any remediation efforts undertaken by AHT.
(c) Pipeline Conversion Loss.  We ask that you analyze the decline in AHT's sales pipeline conversion rate following Farris's public disparagement campaign. AHT's internal data reflects that the company's sales pipeline conversion rate declined from 34% in Q3 FY 2024 (the pre-disparagement baseline period) to 21% in Q1 FY 2025 (the post-disparagement period), representing a thirteen percentage point decline in conversion efficiency. This decline occurred during a period in which AHT's product, pricing, competitive positioning, and sales team composition were otherwise substantially consistent with the baseline period, supporting the inference that Farris's public statements were a material contributing cause.
AHT's current preliminary estimate of pipeline conversion loss is approximately $8.2 million, calculated by applying the conversion rate differential to the value of opportunities in the pipeline during the affected period. We ask that you independently review and validate this estimate, including by reviewing deal-loss feedback from prospective clients. We note that at least three prospective clients that declined to proceed with AHT during this period cited "market concerns about Arbor's data quality" as a factor in their decision, language that closely tracks the false claims disseminated by Farris in his public statements.
Your analysis should isolate Farris's conduct as a proximate cause of the pipeline conversion decline, controlling for other market factors that may have contributed to the decline, including general market conditions, competitive activity by Meridian or other competitors unrelated to Farris's statements, and any internal factors at AHT such as changes in product features, pricing, or sales team composition during the relevant period.
(d) Reputational Remediation Costs.  AHT has incurred actual costs in responding to the reputational damage caused by Farris's public statements, including expenditures for public relations consulting, customer outreach campaigns, media response and monitoring, and related remediation activities. Through October 2025, AHT's actual documented spend on reputational remediation totals $340,000. We will provide you with full documentation supporting these expenditures.
We ask that you assess whether the $340,000 in actual costs is reasonable and appropriate, and further whether ongoing or future remediation costs should be included in the overall damages estimate. To the extent you determine that AHT is likely to incur additional remediation costs in order to restore its market reputation, we ask that you estimate those future costs using appropriate economic methodology.
(e) Contractual Liquidated Damages.  Section 10(d) of the Separation Agreement provides for liquidated damages in the amount of $250,000 in the event of a breach by Farris of Sections 6 (non-disparagement) or 7 (confidentiality) of the Separation Agreement. We note that this liquidated damages provision is not intended to cap AHT's actual damages and that the Separation Agreement expressly reserves AHT's right to seek actual damages in excess of the liquidated damages amount. Your analysis should address the interplay between the contractual liquidated damages and the actual damages sustained by AHT. Specifically, your report should make clear that the actual damages suffered by AHT as a result of Farris's breaches of Sections 6 and 7 far exceed the $250,000 liquidated damages amount, and that the liquidated damages should be treated as a component of — and not a limitation on — AHT's total recovery.
(f) Clawback of Separation Consideration.  Sections 10(a) and 10(b) of the Separation Agreement provide that in the event of a material breach by Farris of any of Sections 6 through 9, Farris shall be obligated to return all separation consideration previously paid to him. The total clawback amount is $1,016,866, comprising $577,500 in cash severance, $39,366 in COBRA premium subsidies, and $400,000 in accelerated stock option value. Your expert report should address this amount as a separate and distinct damages element, independent of the economic damages flowing from Farris's tortious and contractual misconduct. We ask that you describe the contractual basis for the clawback and include it as a line item within the total damages framework.
(g) Total Damages Framework.  Based on AHT's preliminary analysis, the aggregate total claimed damages are currently estimated at approximately $27,506,866 (excluding attorneys' fees and costs), comprising:
We emphasize that these figures are preliminary estimates and that we are retaining your firm precisely to independently verify, refine, and opine on the reasonableness of each category. Your analysis may result in adjustments — upward or downward — to any of these figures, and we expect your report to set forth a damages range or point estimate supported by sound forensic economic methodology and clearly articulated assumptions.
3.3 Additional Analytical Tasks
In addition to the specific damages categories described above, we ask that you undertake the following additional analytical tasks as part of your engagement:
(a) But-For Revenue Analysis. Construct a but-for revenue scenario projecting AHT's revenue trajectory absent Farris's breaches, comparing it to AHT's actual revenue performance during the affected period. This analysis should serve as the foundation for your lost profits and lost revenue calculations and should take into account AHT's historical growth rate, ARR trends, and market conditions.
(b) discount Rate and Present Value Methodology. Assess and select the appropriate discount rate and present-value methodology for calculating future damages, taking into account the risk profile of AHT's recurring revenue streams, the predictability of SaaS contract renewals, and prevailing market rates. Your report should clearly articulate the basis for the discount rate selected and present sensitivity analyses reflecting a reasonable range of assumptions.
(c) Evaluation of Mitigation Efforts. Review and assess the mitigation efforts undertaken by AHT to minimize the impact of Farris's conduct, including customer retention outreach, public relations activities, and sales team reinforcement. Your report should address whether AHT's mitigation efforts were reasonable and whether any failure to mitigate should reduce the damages calculation.
(d) Competitive Dynamics. Review the competitive dynamics between AHT (approximately $187.4 million ARR) and Meridian Healthworks (estimated $135 million ARR) and assess the market impact of client defections from AHT to Meridian, including any compounding effects on AHT's competitive position, market share, and ability to attract new clients and capital.
(e) Employee Solicitation Damages. Analyze whether the departures of Renata Solis (resigned February 10, 2025) and Jerome Ashworth (resigned February 24, 2025), both former AHT Senior Sales Directors who joined Meridian Healthworks, resulted in quantifiable economic damages to AHT. Such damages may include the cost of recruiting, hiring, and training replacement personnel; the loss of institutional knowledge and client relationships; and any incremental revenue losses attributable to the disruption of AHT's sales organization during the transition period.
4. Materials to Be Provided
C&H will provide Hargrove with the following materials in connection with this engagement. The initial tranche of materials will be delivered promptly following execution of this letter, and additional materials will be provided on a rolling basis as they become available or as discovery progresses:
(a) A fully executed copy of the Separation Agreement and General Release dated August 9, 2024 (effective August 30, 2024), including all exhibits, schedules, and amendments thereto;
(b) AHT's financial statements and key performance metrics for FY 2023 and FY 2024, including but not limited to ARR, gross margin, net revenue retention, gross logo churn, and customer lifetime value data, as audited by Clearwater Audit Partners LLP, 125 Summer Street, Suite 2200, Boston, Massachusetts 02110;
(c) CRM records and sales pipeline data from AHT's Pinnacle Health IT instance, including deal-stage progression reports, win/loss analyses, and pipeline summary reports for Q3 FY 2024 through Q2 FY 2025;
(d) Account-level records for each of the four solicited clients — Lakeview Regional Health System, Prairieland Medical Group, P.C., Summit Atlantic Health Partners, LLC, and Northbridge Community Health Network — including ACV, contract terms, renewal dates, correspondence, account team communications, and all related documentation;
(e) Preserved copies of Farris's social media posts on Westmark Health IT and X (formerly Fenmore Solutions), and transcripts and/or audio recordings of Farris's appearances on The Digital Health Download (January 15, 2025) and HealthTech Insider (March 4, 2025), as preserved and authenticated by Stonebridge Investigative Group LLC (Karen Velasco, Principal);
(f) Evidence of Farris's direct client solicitation activities, including copies of emails, Westmark Health IT messages, telephone call records, and any other correspondence or documentation evidencing contact with the solicited clients;
(g) Evidence of Farris's employee solicitation activities, including text message communications between Farris and Renata Solis and between Farris and Jerome Ashworth;
(h) Documentation of AHT's reputational remediation expenditures, including invoices, engagement letters with public relations and media consultants, and internal records of customer outreach activities;
(i) Deal-loss feedback and correspondence from prospective AHT clients who declined to proceed with AHT during the Q4 2024 through Q2 2025 period, including any feedback citing market concerns about AHT's data quality or competitive position; and
(j) Such additional materials, data, documents, and information as may become available or as may be reasonably necessary for your analysis as the engagement progresses.
We will coordinate with you and your team to ensure timely and secure delivery of all materials and to address any questions regarding the data and documentation provided.
5. Compensation and Budget
Hargrove Forensic Economics LLC will bill for this engagement at the Firm's standard hourly rates, as follows:
Invoices shall be submitted monthly on the first business day following each calendar month, with payment due net thirty (30) days from the date of invoice. Each invoice shall include a reasonably detailed description of the services performed, the professional performing the services, the number of hours billed, and the applicable hourly rate.
The estimated budget for this engagement is as follows:
•  Phase 1 — Preliminary Injunction Hearing Phase (through preliminary hearing, estimated December 2025 – February 2026): $85,000 to $120,000.
•  Phase 2 — Full Engagement Through Trial Testimony (including discovery, deposition, rebuttal report, and trial preparation and testimony): $225,000 to $350,000.
These budget estimates are preliminary and are subject to revision based on the scope and complexity of the case, the volume of materials to be reviewed, the number and duration of depositions and hearings, and any expansion of the damages analysis required by developments in discovery or litigation strategy. We will endeavor to keep you apprised of any material changes in scope that may affect the budget, and we ask that you notify us promptly if projected fees are likely to exceed the foregoing estimates.
AHT, through C&H, is responsible for all reasonable fees and expenses incurred by Hargrove in connection with this engagement. Travel time, deposition preparation time, and courtroom testimony time shall be billed at the same hourly rates set forth above. All reasonable out-of-pocket expenses — including travel, lodging, printing, and electronic data processing costs — shall be reimbursed at cost upon submission of appropriate documentation.
6. Confidentiality Obligations
All information, documents, data, materials, analyses, and communications provided to Hargrove by C&H or AHT in connection with this engagement, including information received orally, in writing, or in electronic form, are strictly confidential and proprietary (collectively, "Confidential Materials"). The Confidential Materials include information that is protected by the attorney-client privilege and the attorney work product doctrine and that is being disclosed to you in your capacity as a consulting and testifying expert retained by counsel in anticipation of litigation.
Hargrove shall not disclose any Confidential Materials or any information derived therefrom to any third party — including but not limited to Farris, Meridian Healthworks, Whitfield, Boone & Calloway LLP, any media outlet, or any other person or entity — without the prior written consent of C&H. The sole exceptions to this obligation are: (a) disclosures required by valid court order or lawful subpoena, provided that Hargrove shall provide C&H with prompt advance written notice of any such requirement prior to making any disclosure so that C&H may seek protective relief; and (b) disclosures required in the context of expert testimony in the Suffolk County Superior Court proceedings.
All Confidential Materials shall be stored in a secure manner, whether in physical or electronic form, with access limited to those individuals within the Hargrove Firm who are directly involved in the engagement. Upon the conclusion of the engagement, or at any time upon the written direction of C&H, Hargrove shall promptly return or securely destroy all Confidential Materials in its possession, custody, or control, and shall certify in writing that such return or destruction has been completed.
Hargrove's retention, all work performed in connection with this engagement, and all work product produced (including draft and final reports, memoranda, analyses, models, and related materials) are subject to the protections of the attorney work product doctrine and are prepared in anticipation of litigation within the meaning of Mass. R. Civ. P. 26(b)(3) and applicable federal law.
7. Independence and Objectivity
Hargrove is retained to provide independent, objective, and unbiased economic analysis and expert opinions. While C&H and AHT will provide you with factual background, data, and materials, it is understood that your opinions and conclusions must be reached independently and must be based solely on the evidence, the data, and accepted principles and methodologies of forensic economics. You should not shape your analysis or opinions to conform to any particular outcome desired by AHT or C&H, and your report and testimony must reflect your own professional judgment.
By executing this letter, Hargrove confirms that neither Dr. Hargrove nor any other member of the Hargrove Firm has any prior business, professional, personal, or financial relationship with any party to this litigation, including Arbor Health Technologies Inc., Desmond R. Farris, Meridian Healthworks, Inc., Ridgeline Capital Partners, LP, Whitfield, Boone & Calloway LLP, or any of the solicited clients (Lakeview Regional Health System, Northbridge Community Health Network, Prairieland Medical Group, P.C., or Summit Atlantic Health Partners, LLC), that could create a conflict of interest or compromise the independence or objectivity of the engagement.
Hargrove's opinions must be supportable under the standards for the admissibility of expert testimony applicable in the courts of the Commonwealth of Massachusetts. As you are aware, Massachusetts has adopted the Daubert/Lanigan standard, which requires that expert opinions be based on sufficient facts or data, be the product of reliable principles and methods, and reflect a reliable application of those principles and methods to the facts of the case. See Daubert v. Merrell Dow Pharm., Inc., 509 U.S. 579 (1993); Commonwealth v. Lanigan, 419 Mass. 15 (1994). Your analysis and methodology should be designed to satisfy this standard.
8. Deliverables and Timeline
The anticipated deliverables and timeline for the engagement are as follows:
(a) Preliminary Damages Estimate Memorandum: Hargrove shall prepare and deliver a preliminary memorandum setting forth an initial assessment of AHT's damages within twenty-one (21) calendar days of receipt of the initial tranche of materials described in Section 4 above. This preliminary memorandum is intended to support AHT's preliminary injunction motion and will be shared with the Court to the extent necessary. We expect the memorandum to address, at a minimum, the confirmed and probable lost ACV, the pipeline conversion loss, and the reputational remediation costs, and to provide a preliminary aggregate damages range.
(b) Full Expert Report: Hargrove shall prepare a comprehensive, written expert report in accordance with the requirements of Mass. R. Civ. P. 26(b)(4) and any applicable scheduling orders entered by the Court. The specific deadline for submission of the expert report will be determined by the Court's case management schedule, which we will communicate to you upon receipt.
(c) Deposition Preparation and Testimony: Hargrove shall make Dr. Hargrove available for deposition preparation sessions with C&H and for deposition testimony at such times as may be scheduled by agreement of the parties or by order of the Court.
(d) Rebuttal Report: If the defense designates its own damages expert, Hargrove shall prepare a rebuttal expert report following receipt and review of the defense expert's report, on a schedule to be determined consistent with the Court's case management order.
We recognize that the timeline for the preliminary damages estimate memorandum is aggressive and will work with your team to prioritize the delivery of materials and to be available for any questions that arise during the preparation process.
9. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, Hargrove shall be entitled to compensation for all work performed and all expenses incurred through the effective date of termination. Upon termination, Hargrove shall promptly deliver to C&H all work product, whether in draft or final form, completed through the date of termination, and shall return or destroy all Confidential Materials as directed by C&H in accordance with Section 6 above.
All confidentiality obligations set forth in Section 6 shall survive the termination of this engagement and shall remain in full force and effect indefinitely, regardless of the reason for termination.
10. Conflicts Confirmation
We request that you confirm in writing, as part of your execution of this letter, that Hargrove Forensic Economics LLC has conducted a conflict check and has determined that it has no conflicts of interest with respect to any party or entity involved in this matter, including but not limited to: Arbor Health Technologies Inc., Desmond R. Farris, Meridian Healthworks, Inc., Ridgeline Capital Partners, LP, Whitfield, Boone & Calloway LLP, Constance A. Whitfield, and any of the individuals and entities referenced in this letter. If any potential conflict is identified, we ask that you disclose it to us immediately so that we may evaluate its significance.
11. Acceptance and Countersignature
If the foregoing terms accurately reflect your understanding of the engagement and are acceptable to you, please so indicate by signing and dating this letter in the space provided below and returning an executed copy to my attention. The executed letter will constitute the binding agreement between C&H (on behalf of AHT) and Hargrove Forensic Economics LLC governing this engagement. A signed copy may be returned via email to the undersigned at hbrinkley@calderwoodharkness.com or by first class mail to the address set forth above.
We look forward to working with you on this matter. Please do not hesitate to contact me or my colleagues Samuel Eklund or Linda Osei if you have any questions or wish to discuss any aspect of this engagement.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Hannah Brinkley Senior Associate Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 448-2247
Email: hbrinkley@calderwoodharkness.com
Matter No.: 1010-00005
Enclosures: Materials to follow under separate cover
cc:
Samuel Eklund, Partner, Calderwood & Harkness LLP Linda Osei, Partner, Calderwood & Harkness LLP Marcus Tremblay, General Counsel, Arbor Health Technologies Inc. (via email)
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned hereby acknowledges receipt of this Expert Retention Letter dated November 18, 2025, confirms that the terms and conditions set forth herein are acceptable, and agrees to be bound by such terms and conditions in connection with the engagement described above. The undersigned further confirms that Hargrove Forensic Economics LLC has conducted a conflict check and has identified no conflicts of interest with respect to any party or entity involved in this matter.
ACKNOWLEDGED AND AGREED:
HARGROVE FORENSIC ECONOMICS LLC
By: ________
Dr. Tobias Hargrove, CFA
Title: Principal
Date: ________
Damages Category | Estimated Amount
Multi-year contract value lost (confirmed/probable) | $17,700,000
Pipeline conversion loss | $8,200,000
Reputational remediation costs | $340,000
Contractual liquidated damages (§ 10(d)) | $250,000
Clawback of separation consideration (§ 10(a)–(b)) | $1,016,866
Total Estimated Damages | $27,506,866
Professional | Rate
Dr. Tobias Hargrove, CFA — Principal and Testifying Expert | $675 per hour
Senior Analyst / Manager | $425 per hour
Staff Analyst | $275 per hour
Research Associate | $175 per hour

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

HARGROVE FORENSIC ECONOMICS LLC

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