1010-00005 · Arbor Health Technologies Inc · Pleadings

affidavit-of-annika-johansson.docx DOCUMENT Litigation

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COMMONWEALTH OF MASSACHUSETTS SUFFOLK COUNTY SUPERIOR COURT

AFFIDAVIT OF DR. ANNIKA JOHANSSON IN SUPPORT OF PLAINTIFF'S MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION

I, Dr. Annika Johansson, being duly sworn, depose and state as follows:

I am the Chief Executive Officer of Arbor Health Technologies Inc. ("AHT" or the "Company"). I am over eighteen (18) years of age, of sound mind, and competent to testify regarding the matters set forth herein. I have personal knowledge of the facts stated in this affidavit, and if called as a witness, I could and would competently testify thereto. Except where otherwise indicated, the statements made herein are based on my own personal knowledge, my review of business records of AHT maintained in the ordinary course of business, and information provided to me by employees and advisors of AHT in the course of my duties as Chief Executive Officer. Where statements are made on information and belief, I have identified them as such and have stated the basis for that belief. I submit this affidavit in support of AHT's Motion for a Temporary Restraining Order and Preliminary Injunction against Desmond R. Farris ("Farris" or "Defendant").

I. BACKGROUND OF AFFIANT AND ARBOR HEALTH TECHNOLOGIES INC.

1. I have served as Chief Executive Officer of Arbor Health Technologies Inc. since March 1, 2019. In that capacity, I am responsible for the overall strategic direction, day-to-day operations, and general management of AHT and its business. I report directly to the Company's Board of Directors, which is chaired by Vikram Deshpande, a Managing Partner of Ridgeline Capital Partners, LP ("Ridgeline"), the majority equity holder of AHT since June 2021. Prior to my appointment as CEO, I served as AHT's Chief Operating Officer from 2017 to 2019 and, before that, held senior leadership positions at two other healthcare technology companies. I hold a Ph.D. in Biomedical Informatics from Stanford University and an M.B.A. from the Wharton School at the University of Pennsylvania.

2. AHT is a corporation organized under the laws of the State of Delaware, with its principal place of business at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT is a healthcare services and software-as-a-service ("SaaS") company focused on population health management and value-based care analytics. The Company designs, develops, and markets a proprietary cloud-based analytics platform (the "AHT Platform") that enables health systems, physician groups, accountable care organizations, and other healthcare organizations across the United States to manage patient populations, improve clinical outcomes, reduce costs, and transition from fee-for-service to value-based reimbursement models. AHT was founded in 2016 and has grown substantially since its inception into one of the leading providers of population health analytics solutions in the United States.

3. As of fiscal year 2024 (ending December 31, 2024), AHT had annual recurring revenue ("ARR") of approximately $187.4 million, as reported in AHT's internal financial records and verified in connection with the independent audit performed by Clearwater Audit Partners LLP ("Clearwater"), AHT's independent auditors. AHT currently employs approximately 620 people across its Boston headquarters and regional offices. In June 2021, Ridgeline Capital Partners, LP acquired a majority equity stake in AHT at an enterprise value of $415 million. That investment reflected Ridgeline's confidence in AHT's market position, technology, and growth trajectory, and it provided AHT with the capital and strategic support necessary to accelerate product development and expand its client base.

4. AHT operates in a competitive healthcare information technology market. The Company's principal competitors include, among others, Meridian Healthworks, Inc. ("Meridian Healthworks" or "Meridian"), a Delaware corporation headquartered at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139. Meridian Healthworks is led by its Chief Executive Officer, Russell Kwan, and is a direct competitor of AHT, offering population health analytics solutions that compete directly with the AHT Platform for the same prospective and existing clients. On information and belief, Meridian Healthworks is estimated to have approximately $135 million in annual recurring revenue and competes aggressively against AHT for enterprise clients in the healthcare sector. AHT also competes with several other companies in the broader healthcare IT and analytics space, but Meridian Healthworks is AHT's most direct and significant competitor.

5. AHT's success depends critically on the confidentiality of its proprietary business information, including but not limited to its financial metrics, client-specific pricing structures, product roadmaps, competitive intelligence, strategic plans, and internal performance data. These categories of information constitute AHT's core competitive assets. AHT's enterprise client relationships, in particular, are the product of years of sustained relationship-building, customized solution development, and significant investment by the Company's sales and account management teams. These relationships represent substantial recurring revenue streams that are essential to AHT's financial health and long-term viability. The loss of even a single major enterprise client can have a material adverse impact on the Company's financial performance, market position, and ability to attract new clients. Because AHT is a privately held company, the unauthorized disclosure of its financial metrics — including revenue, margin, churn, and client-specific contract values — is particularly damaging, as AHT does not have the benefit of publicly available financial disclosures to provide context or counterbalance to misleading or false claims.

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

6. Desmond R. Farris served as AHT's Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024 — a period of approximately three years and eleven months. As CRO, Farris was the most senior executive responsible for all of AHT's revenue-generating activities. His responsibilities included oversight and management of the Company's enterprise sales organization, account management function, client retention programs, and business development initiatives. Farris reported directly to me in my capacity as CEO and was a member of AHT's executive leadership team. He participated regularly in executive leadership meetings, strategic planning sessions, and board presentations, and he had broad visibility into all aspects of AHT's commercial operations.

7. In his capacity as CRO, Farris had access to AHT's most sensitive and proprietary confidential information. The scope of Farris's access to confidential information included, but was not limited to, the following categories:

(a) Client lists and the identities, titles, and contact information of key decision-makers at each of AHT's enterprise clients;

(b) Client-specific contract terms, including annual contract values ("ACV"), renewal dates, pricing structures, discount schedules, and negotiation histories;

(c) AHT's internal financial metrics, including revenue, gross margin, EBITDA, churn rates (both gross logo churn and net revenue retention), and other key performance indicators that are not publicly disclosed;

(d) Sales pipeline data, including the identity and status of prospective clients, conversion rates, deal-stage information, and revenue forecasts;

(e) Product roadmaps, development timelines, and competitive intelligence gathered through AHT's sales and marketing activities;

(f) Strategic plans discussed at the executive leadership and board level, including plans for new market entry, potential acquisitions, pricing strategy changes, and capital allocation decisions; and

(g) Detailed knowledge of AHT's internal operations, organizational structure, personnel, compensation arrangements, and employee capabilities.

In addition to his access to these categories of information through AHT's internal systems and databases, Farris had direct, personal relationships with the key decision-makers at AHT's largest enterprise clients. As CRO, Farris was the primary point of executive contact for many of AHT's most significant client accounts, including each of the four clients discussed in Section V of this affidavit. These relationships afforded Farris unique influence over AHT's client base — influence that he has since exploited for the benefit of AHT's direct competitor.

8. Farris's employment with AHT ended on August 9, 2024. The circumstances of his departure are not material to the present motion, except insofar as they bear on the contractual obligations Farris assumed in connection with his separation. In connection with his departure, Farris entered into a Separation Agreement and General Release with AHT (the "Separation Agreement"), a true and correct copy of which is attached as Exhibit A to the Affidavit of Marcus Tremblay filed concurrently herewith. The Separation Agreement was presented to Farris on August 9, 2024, signed by Farris on August 26, 2024, and became effective on August 30, 2024, following the expiration of the twenty-one (21) day consideration period and the seven (7) day revocation period required under the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f).

Under the Separation Agreement, Farris received total separation consideration of $1,016,866, consisting of the following:

(a) Cash severance of $577,500, representing eighteen (18) months of Farris's base salary at $385,000 per year, payable in accordance with AHT's normal payroll schedule (per Section 3(a) of the Separation Agreement);

(b) COBRA premium subsidies of $39,366, representing $2,187 per month for eighteen (18) months to cover the cost of continued health insurance coverage (per Section 3(b) of the Separation Agreement); and

(c) Accelerated vesting of 62,500 unvested stock options at a strike price of $4.80 per share, with an estimated in-the-money spread of approximately $400,000 based on AHT's then-current fair market value per share (per Section 3(c) of the Separation Agreement).

This generous separation package — totaling in excess of one million dollars — was provided to Farris in exchange for, among other things, the following material covenants and obligations:

(a) A mutual non-disparagement covenant (Section 6 of the Separation Agreement), pursuant to which Farris agreed not to make any statements that are disparaging, defamatory, or damaging to the reputation of AHT, its officers, directors, employees, products, or services;

(b) A confidentiality covenant (Section 7 of the Separation Agreement), pursuant to which Farris agreed to maintain the confidentiality of all proprietary and confidential information of AHT, including but not limited to client information, financial data, product information, and strategic plans;

(c) A non-solicitation of clients covenant (Section 8 of the Separation Agreement), pursuant to which Farris agreed that for a period of twenty-four (24) months following the Effective Date — i.e., through August 30, 2026 — he would not, directly or indirectly, solicit, contact, or attempt to divert the business of any Client (as defined therein) of AHT; and

(d) A non-solicitation of employees covenant (Section 9 of the Separation Agreement), pursuant to which Farris agreed that for a period of twenty-four (24) months following the Effective Date — i.e., through August 30, 2026 — he would not, directly or indirectly, solicit, recruit, or hire, or encourage the departure of, any employee of AHT.

Farris accepted the separation consideration with full knowledge of and assent to these obligations, and he was represented by counsel throughout the negotiation and execution of the Separation Agreement.

9. On information and belief, Farris commenced employment with Meridian Healthworks, Inc. on or about October 21, 2024 — approximately seven (7) weeks after the Separation Agreement became effective. His title at Meridian Healthworks is Senior Vice President, Commercial Strategy. This position, on information and belief, encompasses responsibilities substantially similar to those Farris held as CRO of AHT, including oversight of enterprise sales strategy, client acquisition, and business development. Meridian Healthworks, as set forth above, is AHT's most direct competitor in the population health analytics market. Farris's decision to join Meridian Healthworks and the conduct he has engaged in since doing so are the subject of this affidavit and the relief sought by AHT's motion.

III. FARRIS'S DISPARAGING AND DEFAMATORY PUBLIC STATEMENTS

10. Beginning in November 2024 and continuing through at least March 2025, Farris embarked on a sustained and escalating public campaign of disparaging, defamatory, and materially false statements about AHT, its products, its leadership (including me personally), and its financial condition. These statements were not isolated or inadvertent; they reflect a deliberate and coordinated effort to damage AHT's reputation in the marketplace, undermine confidence in AHT among its existing and prospective clients, and position Meridian Healthworks as a superior alternative. The statements were made on social media platforms with broad reach — specifically Westmark Health IT and X (formerly Fenmore Solutions) — as well as on industry-specific podcasts with significant audiences in the healthcare information technology sector. The false and misleading content of these statements, the platforms on which they were disseminated, and the timing of their publication — coinciding with Farris's employment at AHT's principal competitor — demonstrate that Farris acted with the intent to harm AHT and to advance the competitive interests of Meridian Healthworks.

Each of the statements described below has been preserved through screenshots and, where applicable, transcript excerpts, which are attached as Exhibits B through E to this affidavit.

11. On November 3, 2024, Farris published a post on Westmark Health IT, where he maintained a professional profile with approximately 12,400 followers — many of whom are healthcare industry executives, potential AHT clients, and industry analysts. In this post, Farris characterized AHT as a company that "treated its customers like ATMs and its employees like disposable parts." He further stated that "the culture at [AHT] is rotten from the top" and urged readers who were evaluating AHT's platform to "ask hard questions about data accuracy and uptime — you won't like the answers." A true and correct screenshot of this post, as preserved by Stonebridge Investigative Group LLC, is attached hereto as part of Exhibit B. This post was false and disparaging. AHT's platform consistently meets or exceeds industry standards for data accuracy and system uptime. For fiscal year 2024, the AHT Platform maintained a system availability rate of 99.7%, and the Company's data validation processes are subject to rigorous internal quality controls and external audit procedures. The suggestion that AHT's customers would not "like the answers" to questions about data accuracy and uptime is a fabrication designed to sow doubt among prospective clients.

12. On November 18, 2024, Farris published a second post on Westmark Health IT, which stated in relevant part: "When a PE firm runs a healthcare company, patients are just revenue units. I watched Arbor Health inflate its NPS scores to close deals. The board doesn't care — only EBITDA matters." A true and correct screenshot of this post, as preserved by Stonebridge Investigative Group LLC, is attached hereto as part of Exhibit B. This statement is false in multiple respects. AHT does not inflate its Net Promoter Scores ("NPS") or any other customer satisfaction metrics. AHT's NPS surveys are administered through a third-party survey platform, and the results are compiled and reported without manipulation. Furthermore, the assertion that AHT's board of directors "doesn't care" about anything other than EBITDA is a defamatory characterization of the Company's governance. AHT's board, including its private equity sponsor Ridgeline Capital Partners, LP, is deeply committed to quality patient outcomes, regulatory compliance, and long-term sustainable growth. The board regularly reviews clinical quality metrics, client satisfaction data, and product performance reports alongside financial results.

13. On December 12, 2024, Farris posted on X (formerly Fenmore Solutions) that "Arbor Health's churn rate is 14% and climbing" and that AHT's "'best-in-class retention' pitch is pure fiction." A true and correct screenshot of this post, as preserved by Stonebridge Investigative Group LLC, is attached hereto as Exhibit C. This statement is demonstrably and materially false. AHT's actual gross logo churn rate for fiscal year 2024 was 8.2%, as verified by AHT's internal business metrics and confirmed in connection with the audit performed by Clearwater Audit Partners LLP. A summary of AHT's fiscal year 2024 financial data, including the 8.2% gross logo churn rate, is attached hereto as Exhibit F. The churn rate figure cited by Farris — 14% — is nearly double the actual rate and materially misrepresents AHT's business performance and client retention capabilities. In the context of the enterprise SaaS market, the difference between an 8.2% churn rate and a 14% churn rate is enormous. A 14% churn rate would suggest a company with significant client satisfaction or product quality problems, while AHT's actual 8.2% rate is competitive within its market segment. Farris's false statement was designed to create the impression that AHT is losing clients at an alarming and accelerating rate — an impression that is flatly contradicted by the audited data.

14. On February 3, 2025, Farris published a third post on Westmark Health IT, which stated: "One of Arbor's top-5 health system clients pays $4.3M/yr and is about to walk. Management knows and is hiding it from investors." A true and correct screenshot of this post, as preserved by Stonebridge Investigative Group LLC, is attached hereto as part of Exhibit B. This post is remarkable for several reasons. First, it disclosed confidential client-specific pricing information — specifically, the annual contract value of one of AHT's largest enterprise clients — in direct violation of the confidentiality obligations set forth in Section 7 of the Separation Agreement. The specific dollar figure of $4.3 million corresponds to the annual contract value of Lakeview Regional Health System, one of AHT's most significant enterprise clients, as discussed further in Section V below. This information is proprietary to AHT and was known to Farris solely by virtue of his former position as CRO. Second, the assertion that AHT management is "hiding" information from investors is false and defamatory. AHT maintains transparent and regular communication with its equity investors, including Ridgeline Capital Partners, LP, through quarterly board meetings, monthly management reports, and ad hoc updates on material developments. No client renewal risk has been concealed from AHT's investors. Third, the public disclosure of a specific client's contract value and the characterization of that client as being "about to walk" constitutes a deliberate effort to undermine AHT's relationship with that client and to signal to the market that AHT is in financial distress.

15. On January 15, 2025, Farris appeared as a guest on The Digital Health Download, a podcast focused on healthcare technology trends and industry news. The Digital Health Download has an estimated 28,000 monthly listeners, representing a significant and targeted audience within the healthcare technology industry, including potential AHT clients, industry analysts, and healthcare system executives. A transcript excerpt of Farris's appearance on the podcast is attached hereto as Exhibit D. During the podcast, Farris made the following statements, among others: that "Arbor Health's platform has serious clinical data integrity issues that they've papered over"; that he personally "raised this internally and was told to shut up"; and that AHT leadership is "financially motivated to suppress quality concerns." Each of these statements is false. AHT's platform undergoes rigorous data validation, including automated integrity checks, exception reporting, and periodic independent verification. AHT has robust quality assurance processes overseen by a dedicated Quality and Compliance team. At no time during Farris's tenure as CRO did he raise concerns about clinical data integrity that were ignored or suppressed. I have reviewed AHT's internal records, including executive meeting minutes and compliance logs from the period of Farris's employment, and have found no record of any such complaint. The characterization of AHT's leadership as "financially motivated to suppress quality concerns" is a baseless and defamatory accusation that strikes at the core of AHT's integrity and the integrity of its officers and directors.

16. On March 4, 2025, Farris appeared as a guest on HealthTech Insider, another podcast focused on the healthcare technology sector. HealthTech Insider has an estimated 41,000 monthly listeners — an even larger audience than The Digital Health Download — and is widely followed by healthcare industry decision-makers. A transcript excerpt of Farris's appearance on the podcast is attached hereto as Exhibit E. During this appearance, Farris made the following statements, among others: that AHT's gross margin was "barely 55%" and declining; that AHT's product is "legacy tech with a SaaS wrapper"; and that my leadership of the company is "delusional."

The gross margin statement is materially false. AHT's actual gross margin for fiscal year 2024 was 68.7%, as reflected in AHT's audited financial statements prepared by Clearwater Audit Partners LLP. This figure is set forth in the financial summary attached as Exhibit F. The actual gross margin of 68.7% is nearly fourteen (14) percentage points higher than Farris's false claim of "barely 55%." In the SaaS industry, gross margin is one of the most important indicators of business quality and scalability. A gross margin of 55% would suggest an operationally inefficient company with a high cost of revenue, while a gross margin of 68.7% reflects a healthy and well-managed SaaS business. Farris's deliberate misstatement of this metric to an audience of 41,000 industry listeners was calculated to create a false impression of AHT's financial health and operational efficiency.

The characterization of AHT's product as "legacy tech with a SaaS wrapper" is misleading and damaging. The AHT Platform is a modern, cloud-native SaaS application that was architected from the ground up on a microservices-based infrastructure, deployed on Ridgeway Industries, and continuously updated through agile development practices. The platform is not a legacy system that has been repackaged; it is a purpose-built, next-generation analytics solution.

Finally, the personal attack on my leadership as "delusional" constitutes disparagement of an officer of AHT in direct violation of Section 6 of the Separation Agreement, which prohibits Farris from making statements that are disparaging or damaging to the reputation of AHT's officers.

IV. HARM FROM DISPARAGEMENT — PIPELINE CONVERSION DECLINE

17. AHT has experienced a material and measurable decline in its sales pipeline conversion rate that is directly attributable to Farris's sustained campaign of public disparagement. AHT's pipeline conversion rate — defined as the percentage of qualified sales opportunities that result in a signed contract — is one of the Company's key performance indicators and is tracked monthly by AHT's sales operations team. In the third quarter of fiscal year 2024 (July through September 2024), prior to the commencement of Farris's disparagement campaign, AHT's pipeline conversion rate was 34%, which was consistent with the Company's historical performance. By the first quarter of fiscal year 2025 (January through March 2025), following the onset of Farris's public statements, the pipeline conversion rate had declined to 21% — a decrease of thirteen (13) percentage points, representing a decline of approximately 38% from the prior level. AHT's pipeline conversion rate data for the relevant periods is set forth in Exhibit I attached hereto. This precipitous decline occurred during a period in which AHT made no material changes to its sales processes, pricing, product offerings, or competitive positioning that would explain the deterioration in conversion rates.

18. At least three prospective clients who declined to proceed with AHT during the period from Q4 2024 through Q2 2025 specifically cited "market concerns about Arbor's data quality" or substantially similar language in their deal-loss feedback provided to AHT's sales team. A summary of this deal-loss feedback is attached hereto as Exhibit J. The "data quality" concerns identified by these prospective clients directly echo the false narrative that Farris promoted in his Westmark Health IT posts, X posts, and podcast appearances — specifically, his false claims about "clinical data integrity issues," his admonition to "ask hard questions about data accuracy," and his fabricated assertion of a 14% churn rate. On information and belief, these prospective clients were exposed to Farris's public statements, either directly through their own consumption of social media and industry podcasts, or indirectly through the industry commentary and discussion generated by Farris's statements.

19. AHT has retained Hargrove Forensic Economics LLC ("Hargrove"), a nationally recognized forensic economics consulting firm, to quantify the economic impact of the pipeline conversion decline on AHT's business. Based on Hargrove's preliminary analysis, the estimated incremental lost deals attributable to the decline in pipeline conversion from Q4 2024 through Q2 2025 total approximately $8.2 million in lost revenue. This figure represents the revenue that AHT would have been expected to generate during this period had its pipeline conversion rate remained at its pre-disparagement level of 34%, less the revenue actually generated at the depressed conversion rate of 21%. Hargrove's analysis controls for other variables that could affect pipeline conversion, including seasonality, overall market conditions, and AHT's competitive positioning, and isolates the impact attributable to the reputational harm caused by Farris's statements.

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

20. Following his departure from AHT and while employed at Meridian Healthworks, Farris personally contacted at least four of AHT's enterprise clients to solicit their business on behalf of Meridian Healthworks, in direct violation of Section 8 of the Separation Agreement. Section 8 prohibits Farris from directly or indirectly soliciting, contacting, or attempting to divert the business of any "Client" of AHT for a period of twenty-four (24) months following the Effective Date of the Separation Agreement — i.e., through August 30, 2026. The term "Client" is defined in the Separation Agreement to include any individual or entity that was a customer of AHT at any time during the twelve (12) months preceding the Effective Date. Each of the four clients described below was a customer of AHT during the twelve months preceding the Effective Date and therefore falls squarely within the definition of "Client" under the Separation Agreement.

21. Northbridge Community Health Network ($1.6 Million ACV). Northbridge Community Health Network ("Northbridge") is a non-profit health network based in Portland, Maine. Northbridge was an AHT client with an annual contract value of $1.6 million and a contract renewal date of March 1, 2025. Farris had a close personal relationship with Northbridge's leadership team, having served as the primary executive point of contact for the Northbridge account during his tenure as CRO. On November 14, 2024 — less than one month after commencing employment at Meridian Healthworks — Farris sent Westmark Health IT messages to William Okafor, Northbridge's Chief Technology Officer, soliciting Northbridge's business for Meridian Healthworks. AHT has obtained evidence of these messages. Northbridge declined to renew its contract with AHT, which expired on March 1, 2025. On March 15, 2025, Northbridge entered into a new contract with Meridian Healthworks. Confirmation of Northbridge's non-renewal and its subsequent contract with Meridian Healthworks is attached hereto as Exhibit G. The loss of the Northbridge account is directly attributable to Farris's solicitation.

22. Lakeview Regional Health System ($4.3 Million ACV). Lakeview Regional Health System ("Lakeview") is a non-profit health system based in Cleveland, Ohio. Lakeview is one of AHT's largest and most strategically important enterprise clients, with an annual contract value of $4.3 million and a contract renewal date of April 1, 2025. Farris maintained a particularly close relationship with Lakeview's leadership during his tenure at AHT and was the executive sponsor of the Lakeview account. On November 8, 2024, Farris sent an email to Dr. Nina Castellano, Lakeview's Vice President of Population Health, offering a "competitive transition package" at Meridian Healthworks and proposing a meeting to discuss Lakeview's "options." On October 28, 2025, Lakeview formally notified AHT of its intent not to renew its contract. A copy of Lakeview's non-renewal notice is attached hereto as Exhibit H. The loss of the Lakeview account — AHT's second-largest client by annual contract value — represents a devastating blow to AHT's revenue base and client portfolio. It is also notable that the $4.3 million annual contract value disclosed by Farris in his February 3, 2025 Westmark Health IT post corresponds precisely to Lakeview's ACV, confirming that Farris was publicly disclosing Lakeview's confidential contract terms in an effort to undermine AHT's position.

23. Prairieland Medical Group, P.C. ($2.1 Million ACV). Prairieland Medical Group, P.C. ("Prairieland") is a professional corporation based in Omaha, Nebraska. Prairieland is an AHT client with an annual contract value of $2.1 million and a contract renewal date of July 1, 2025. On December 2, 2024, Farris placed a telephone call to Thomas Rourke, Prairieland's Chief Executive Officer, to solicit Prairieland's business for Meridian Healthworks. AHT has been informed of this call by Mr. Rourke himself, who disclosed the contact to AHT's account management team. Prairieland remains an AHT client as of the date of this affidavit, but its contract renewal, which is scheduled for July 1, 2025, is at significant risk as a direct result of Farris's solicitation and the broader reputational damage caused by his public statements.

24. Summit Atlantic Health Partners, LLC ($3.7 Million ACV). Summit Atlantic Health Partners, LLC ("Summit Atlantic") is a healthcare organization based in Richmond, Virginia. Summit Atlantic is an AHT client with an annual contract value of $3.7 million and a contract renewal date of September 1, 2025. On January 22, 2025, Farris met in person with Angela Firth, Summit Atlantic's Chief Operating Officer, at a healthcare industry conference held in Boston, Massachusetts, to solicit Summit Atlantic's business for Meridian Healthworks. AHT learned of this meeting through its own attendance at the conference and through subsequent communications with Summit Atlantic's leadership. Summit Atlantic remains an AHT client as of the date of this affidavit, but its contract renewal is at risk, and the relationship has been materially damaged by Farris's solicitation efforts.

25. The total annual contract value at risk from the four enterprise clients solicited by Farris is $11.7 million per year, calculated as follows: Lakeview Regional Health System ($4.3 million) + Summit Atlantic Health Partners, LLC ($3.7 million) + Prairieland Medical Group, P.C. ($2.1 million) + Northbridge Community Health Network ($1.6 million) = $11.7 million. The confirmed or probable lost annual contract value — consisting of Northbridge ($1.6 million, confirmed lost) and Lakeview ($4.3 million, non-renewal notice received) — totals $5.9 million per year. Assuming an average remaining contract term of three (3) years based on AHT's standard enterprise contract length, the estimated multi-year contract value lost from these two clients alone is approximately $17.7 million. These figures do not account for the additional revenue at risk from Prairieland and Summit Atlantic, nor do they account for the downstream effects of losing marquee enterprise clients, including diminished market credibility, reduced cross-selling opportunities, and the negative signaling effect on other existing and prospective clients.

VI. HARM FROM EMPLOYEE SOLICITATION

26. Two of AHT's senior sales directors — Renata Solis and Jerome Ashworth — resigned from AHT on February 10, 2025 and February 24, 2025, respectively. Both Solis and Ashworth reported directly to Farris during his tenure as Chief Revenue Officer and worked closely with him on AHT's most significant enterprise accounts. Both Solis and Ashworth have since joined Meridian Healthworks in sales leadership positions. AHT has obtained text message evidence indicating that Farris contacted both Solis and Ashworth prior to their resignations to encourage them to leave AHT and join Meridian Healthworks. Specifically, the text messages reflect that Farris described opportunities at Meridian Healthworks, discussed compensation, and urged Solis and Ashworth to "make the move." This conduct constitutes a clear and direct violation of Section 9 of the Separation Agreement, which prohibits Farris from directly or indirectly soliciting, recruiting, or hiring any employee of AHT, or encouraging any employee to terminate his or her employment with AHT, for a period of twenty-four (24) months following the Effective Date — i.e., through August 30, 2026.

27. The departures of Solis and Ashworth have caused significant and ongoing harm to AHT's sales operations. Both were experienced sales leaders with deep institutional knowledge of AHT's client relationships, sales processes, pipeline, and account histories. Solis had been with AHT for over four years and managed relationships with several of AHT's mid-market and enterprise accounts. Ashworth had been with AHT for over three years and was the primary sales lead for multiple accounts in the Mid-Atlantic and Southeast regions. Their departure to Meridian Healthworks — a direct competitor — has disrupted AHT's sales organization, created gaps in account coverage, and compounded the harm caused by Farris's client solicitation and public disparagement campaign. Moreover, the departure of these two experienced professionals to AHT's principal competitor raises the additional concern that they may be leveraging the confidential AHT information and client relationships they acquired during their employment at AHT for the benefit of Meridian Healthworks.

VII. REPUTATIONAL REMEDIATION COSTS

28. In response to Farris's sustained public disparagement campaign, AHT has been compelled to undertake significant and costly reputational remediation efforts. These efforts have included: (a) retaining Calloway Strategic Communications, a public relations firm specializing in crisis communications and reputation management, to develop and execute a comprehensive reputational recovery strategy; (b) conducting proactive outreach to AHT's existing enterprise clients to address concerns generated by Farris's false public statements, reassure clients regarding data quality and platform performance, and reinforce AHT's commitment to their success; (c) engaging in targeted communications with prospective clients who had expressed interest in the AHT Platform but may have been exposed to Farris's false statements; (d) preparing and distributing factual corrections and informational materials to industry stakeholders, analysts, and strategic partners; and (e) engaging Stonebridge Investigative Group LLC to monitor, preserve, and document Farris's ongoing public statements for use in this litigation. Through October 2025, AHT has incurred approximately $340,000 in actual costs for these reputational remediation efforts. A summary of these costs is attached hereto as Exhibit K. These costs are ongoing and are expected to increase as AHT continues to combat the effects of Farris's false and disparaging statements in the marketplace.

VIII. ONGOING AND IRREPARABLE NATURE OF HARM

29. As of the date of this affidavit, Farris's disparaging social media posts remain publicly accessible on his Westmark Health IT profile and his X (formerly Fenmore Solutions) account. The posts described in paragraphs 11, 12, 13, and 14 of this affidavit have not been deleted, retracted, or modified. The podcast recordings of The Digital Health Download (January 15, 2025) and HealthTech Insider (March 4, 2025), in which Farris made additional false and disparaging statements as described in paragraphs 15 and 16 of this affidavit, remain publicly available on their respective podcast platforms, streaming services, and websites, and continue to be accessed by listeners in the healthcare technology industry. Farris has not retracted, corrected, or qualified any of his false statements. On information and belief, Farris continues to engage in solicitation of AHT's clients and employees through his role at Meridian Healthworks. AHT has received reports from additional clients indicating that Farris has reached out to their organizations on behalf of Meridian Healthworks, though AHT is still in the process of confirming and documenting these additional contacts.

30. The harm that AHT has suffered and continues to suffer as a result of Farris's conduct cannot be fully compensated by an award of money damages alone. Each day that Farris's false and defamatory public statements remain accessible to the healthcare technology community, AHT suffers additional reputational harm that is inherently difficult, if not impossible, to quantify with precision. Reputation, once damaged in a specialized industry market, cannot be fully restored through monetary compensation. Each day that Farris continues to solicit AHT's enterprise clients in violation of his contractual obligations, AHT is at risk of losing additional client relationships that have been developed over years of sustained effort, customized solution development, and significant investment — relationships that represent millions of dollars in recurring revenue. The pipeline conversion rate continues to be depressed, impairing AHT's ability to grow its business and achieve its strategic objectives. The loss of client confidence and market reputation, once suffered, is exceedingly difficult to reverse, particularly in a market where trust and credibility are essential to the client acquisition and retention process. The compounding nature of these harms — reputational damage feeding client attrition feeding pipeline deterioration — creates a vicious cycle that will continue to escalate absent the Court's intervention. For all of these reasons, AHT will continue to suffer irreparable harm that will compound over time if injunctive relief is not granted.

31. In summary, AHT's total claimed damages arising from Farris's breaches of the Separation Agreement and his tortious conduct include the following:

(a) Confirmed and probable lost annual contract value of $5.9 million per year ($1.6 million from Northbridge Community Health Network and $4.3 million from Lakeview Regional Health System), representing estimated multi-year contract value of approximately $17.7 million;

(b) Pipeline conversion losses attributable to the disparagement campaign, estimated at approximately $8.2 million based on the preliminary analysis of Hargrove Forensic Economics LLC;

(c) Reputational remediation costs of approximately $340,000 incurred through October 2025, with additional costs expected;

(d) Liquidated damages of $250,000 as provided under Section 10(d) of the Separation Agreement for breach of the restrictive covenant provisions; and

(e) Clawback of separation consideration of $1,016,866 as provided under Sections 10(a) and 10(b) of the Separation Agreement, which provide that in the event of a material breach by Farris, AHT is entitled to recover the full amount of the separation consideration paid.

The total estimated damages exceed $27.5 million, exclusive of attorneys' fees and costs recoverable under the Separation Agreement and applicable law.

IX. URGENT NEED FOR INJUNCTIVE RELIEF

32. AHT respectfully submits that the Court's immediate intervention is necessary to prevent further irreparable harm to AHT's business, reputation, and client relationships. AHT requests that the Court enter a temporary restraining order and, after hearing on the merits, a preliminary injunction requiring Defendant Desmond R. Farris to:

(a) Immediately cease and desist from making any disparaging, defamatory, or materially false public statements concerning AHT, its products, its officers, its directors, its employees, or its financial condition, whether on social media platforms, podcasts, or any other public or semi-public forum;

(b) Remove all existing disparaging and defamatory posts from his Westmark Health IT profile, his X (formerly Fenmore Solutions) account, and any other social media platform, and request the retraction or removal of his statements from the The Digital Health Download and HealthTech Insider podcast episodes;

(c) Immediately cease and desist from disclosing any confidential, proprietary, or trade secret information of AHT, including but not limited to client-specific contract terms, financial metrics, product information, and strategic plans;

(d) Immediately cease and desist from all solicitation, direct or indirect, of any Client of AHT (as defined in the Separation Agreement), including but not limited to Prairieland Medical Group, P.C. and Summit Atlantic Health Partners, LLC, in accordance with the non-solicitation of clients covenant set forth in Section 8 of the Separation Agreement;

(e) Immediately cease and desist from all solicitation, recruitment, or encouragement of any employee of AHT to terminate his or her employment with AHT, in accordance with the non-solicitation of employees covenant set forth in Section 9 of the Separation Agreement; and

(f) Comply with all other obligations under the Separation Agreement and General Release dated August 9, 2024.

Section 10 of the Separation Agreement expressly provides for injunctive relief in the event of a breach or threatened breach of the restrictive covenant provisions, acknowledging that such a breach would cause irreparable harm to AHT for which monetary damages would be an inadequate remedy. Section 10(c) of the Separation Agreement further provides that AHT shall be entitled to seek injunctive relief without the requirement of posting a bond or other security. AHT relies upon these contractual provisions in support of the present motion, in addition to the equitable principles that independently warrant the issuance of injunctive relief under the circumstances described herein.

VERIFICATION

I declare under penalty of perjury under the laws of the Commonwealth of Massachusetts and the United States of America that the foregoing statements are true and correct to the best of my personal knowledge, information, and belief.

________________________________________

Dr. Annika Johansson Chief Executive Officer Arbor Health Technologies Inc.

Date: November 21, 2025