1010-00005 · Arbor Health Technologies Inc · Pleadings

affidavit-of-marcus-tremblay.docx DOCUMENT Litigation

8 / 12 ← → ✕

COMMONWEALTH OF MASSACHUSETTS SUFFOLK COUNTY SUPERIOR COURT

AFFIDAVIT OF MARCUS TREMBLAY IN SUPPORT OF PLAINTIFF'S MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION

I, Marcus Tremblay, being duly sworn, depose and state as follows:

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

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

3. In my role as General Counsel, I am responsible for, among other things, the oversight of all legal affairs of AHT, including employment matters, commercial contracts, intellectual property, compliance, and litigation. I was directly and personally involved in the negotiation, drafting, and execution of the Separation Agreement and General Release entered into between AHT and Farris, dated August 9, 2024 (the "Separation Agreement"). I was also directly and personally involved in the pre-suit demand process directed at Farris. I have personal knowledge of the facts set forth in this Affidavit, including through my review of company records maintained in the ordinary course of business, my direct communications with AHT personnel and third-party service providers, and my oversight of the investigation into Farris's post-separation conduct.

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

I. BACKGROUND ON ARBOR HEALTH TECHNOLOGIES INC.

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

6. AHT operates a healthcare services and software-as-a-service ("SaaS") platform specializing in population health management and value-based care analytics. The Company's technology platform enables health systems, physician groups, accountable care organizations, and other healthcare delivery entities to aggregate clinical, claims, and social-determinants-of-health data into an integrated analytics environment. AHT's platform provides its clients with actionable insights regarding patient risk stratification, care gap identification, quality measure performance, and financial modeling under risk-bearing value-based care arrangements. AHT's platform is used by clients across more than thirty (30) states, and the Company serves a diverse portfolio of enterprise, mid-market, and emerging healthcare organizations.

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

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

9. AHT's Chief Executive Officer is Dr. Annika Johansson, who has served in that capacity since January 2022. AHT's Chief Financial Officer is Elaine Matsuda, who has served in that capacity since August 2020. AHT's independent auditors are Clearwater Audit Partners LLP, located at 125 Summer Street, Suite 2200, Boston, Massachusetts 02110. Clearwater Audit Partners has served as AHT's independent auditor since FY 2021.

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

II. FARRIS'S EMPLOYMENT AND ROLE AT AHT

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

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

13. In his capacity as CRO, Farris had extensive access to AHT's most sensitive confidential and proprietary information. This information included, without limitation:

(a) AHT's complete client lists, including the identity of all enterprise, mid-market, and emerging clients;

(b) Client-specific pricing and contract terms, including annual contract values, multi-year commitments, discount structures, service level agreements, and renewal terms;

(d) Sales pipeline data, including the identity of prospective clients, the stage of sales engagement, estimated deal sizes, and probability-weighted pipeline projections;

(e) Churn and retention metrics, including gross logo churn, net revenue retention, and client satisfaction scores such as Net Promoter Score ("NPS");

(f) Product roadmaps, including planned feature releases, technology architecture decisions, and integration strategies; and

(g) Strategic plans, including plans for market expansion, mergers and acquisitions, and competitive positioning.

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

15. Farris directly supervised AHT's enterprise sales organization, which was responsible for the origination, management, and renewal of the Company's largest client relationships. Among the senior personnel reporting to Farris were Renata Solis, Senior Sales Director, Enterprise West, and Jerome Ashworth, Senior Sales Director, Enterprise East. Farris personally managed relationships with AHT's largest enterprise clients, including attending quarterly business reviews, negotiating contract renewals, and serving as an executive sponsor on key accounts.

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

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

III. THE SEPARATION AGREEMENT AND GENERAL RELEASE

A. Execution and Effective Date

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

19. Consistent with the requirements of the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f), and the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., Farris was provided with a twenty-one (21) day consideration period in which to review the Separation Agreement, was advised in writing to consult with an attorney prior to signing, and was informed of his right to revoke the agreement within seven (7) days following his signature.

20. Farris signed the Separation Agreement on August 26, 2024, within the twenty-one (21) day consideration period. The seven (7) day revocation period commenced on August 26, 2024 and expired at 11:59 p.m. on September 2, 2024. Because September 2, 2024 was Labor Day, the revocation period effectively expired without any revocation by Farris on the next business day; however, under the terms of the Agreement, the revocation period expired on the seventh calendar day, which was September 2, 2024. In any event, Farris did not exercise his right of revocation. For purposes of the Separation Agreement, the parties defined the "Effective Date" as August 30, 2024, seven (7) calendar days after the date of Farris's signature, consistent with the revocation mechanics set forth in the Agreement.

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

B. Separation Consideration

22. In exchange for, among other things, Farris's agreement to the restrictive covenants set forth in Sections 6 through 9 of the Separation Agreement and a general release of all claims against AHT, the Company agreed to provide Farris with the following separation consideration:

(a) Cash Severance (Section 3(a)): AHT agreed to pay Farris Five Hundred Seventy-Seven Thousand Five Hundred Dollars ($577,500), representing eighteen (18) months of his base salary, calculated as $385,000 divided by 12 multiplied by 18 ($385,000 ÷ 12 × 18 = $577,500). This amount was to be paid in equal installments on AHT's regular semi-monthly payroll schedule, subject to applicable withholdings and deductions, commencing on the first regular payroll date following the Effective Date.

(b) COBRA Subsidy (Section 3(b)): AHT agreed to subsidize Farris's continuation coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") at a rate of Two Thousand One Hundred Eighty-Seven Dollars ($2,187) per month for a period of eighteen (18) months, for a total COBRA subsidy of Thirty-Nine Thousand Three Hundred Sixty-Six Dollars ($39,366).

(c) Accelerated Equity Vesting (Section 3(c)): AHT agreed to accelerate the vesting of sixty-two thousand five hundred (62,500) unvested stock options held by Farris, at a strike price of Four Dollars and Eighty Cents ($4.80) per share. At the time of separation, based upon the most recent fair market value determination conducted by AHT's Board of Directors with the assistance of an independent valuation firm, the fair market value of AHT common stock was Eleven Dollars and Twenty Cents ($11.20) per share. Accordingly, the estimated spread on the accelerated options was ($11.20 − $4.80) × 62,500 = Four Hundred Thousand Dollars ($400,000).

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

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

C. Non-Disparagement Covenant (Section 6)

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

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

D. Confidentiality Covenant (Section 7)

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

28. The term "Confidential Information" is broadly defined in the Separation Agreement to include, but is not limited to, client lists, client-specific pricing and contract terms, financial results (including revenue, margins, and profitability metrics), sales pipeline data, churn and retention metrics, product roadmaps, strategic plans, and any other non-public information relating to the business, operations, or affairs of AHT. This definition encompasses precisely the categories of information to which Farris had access by virtue of his position as CRO.

E. Non-Solicitation of Clients (Section 8)

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

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

F. Non-Solicitation of Employees (Section 9)

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

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

G. Remedies for Breach (Section 10)

33. Section 10 of the Separation Agreement sets forth the remedies available to AHT in the event of a material breach by Farris of any of Sections 6 through 9:

(a) Cessation of Payments (Section 10(a)): Upon material breach by Farris of any of Sections 6 through 9, AHT is entitled to the immediate cessation of any remaining separation payments that have not yet been made.

(b) Return of Consideration (Section 10(b)): Upon material breach, AHT is entitled to the return of all separation consideration previously paid to Farris.

(c) Injunctive Relief Without Bond (Section 10(c)): Farris expressly acknowledged and agreed that a breach of any of Sections 6 through 9 would cause AHT irreparable harm for which monetary damages would be an inadequate remedy, and that AHT would be entitled to injunctive relief, including temporary restraining orders and preliminary and permanent injunctions, without the necessity of proving actual damages and without the posting of a bond or other security.

(d) Liquidated Damages (Section 10(d)): In addition to equitable relief and other remedies, Farris agreed that any breach of Section 6 (Non-Disparagement) or Section 7 (Confidentiality) would entitle AHT to liquidated damages in the amount of Two Hundred Fifty Thousand Dollars ($250,000), plus actual damages to the extent they exceed that amount. The parties agreed that this amount represents a reasonable estimate of the damages that would be suffered by AHT from a breach of those provisions, given the difficulty of precisely calculating such damages.

H. Governing Law and Forum Selection (Sections 14 and 15)

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

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

I. Prevailing Party Attorneys' Fees (Section 16)

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

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

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

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

39. Meridian Healthworks is a direct competitor of AHT in the healthcare information technology and population health analytics market. Meridian offers a SaaS-based population health management platform that competes directly with AHT's core product offerings for many of the same client segments, including integrated delivery networks, large physician group practices, and accountable care organizations. Upon information and belief, Meridian Healthworks' estimated FY 2024 annual recurring revenue was approximately One Hundred Thirty-Five Million Dollars ($135,000,000).

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

41. Although the Separation Agreement did not contain a non-compete covenant, it did contain the restrictive covenants described above in Sections 6 through 9, including the non-solicitation of clients and employees provisions, the confidentiality obligations, and the non-disparagement covenant. Farris's employment at Meridian Healthworks does not, in itself, constitute a breach of the Separation Agreement. However, as set forth in detail below, Farris has exploited his position at Meridian Healthworks to engage in a systematic campaign of breaching each of those covenants.

V. EVIDENCE OF BREACH — SOCIAL MEDIA DISPARAGEMENT

A. November 3, 2024 Westmark Health IT Post

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

43. In this post, Farris stated, in substance and in pertinent part:

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

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

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

B. November 18, 2024 Westmark Health IT Post

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

"When a PE firm runs a healthcare company, patients are just revenue units. I watched Arbor Health inflate its NPS scores to close deals. The board doesn't care — only EBITDA matters."

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

48. A forensically preserved screenshot of this Westmark Health IT post is attached hereto as Exhibit C.

C. December 12, 2024 Post on X (Formerly Fenmore Solutions)

49. On December 12, 2024, Farris posted the following statement on the social media platform X (formerly known as Fenmore Solutions):

"Arbor Health's churn rate is 14% and climbing. Their 'best-in-class retention' pitch is pure fiction. I have the receipts."

50. This post is both disparaging and factually false. Farris asserts that AHT's churn rate is "14% and climbing" and characterizes the Company's marketing claims regarding client retention as "pure fiction." In fact, AHT's actual gross logo churn rate for FY 2024 was 8.2%, as verified by the Company's internal metrics and confirmed by AHT's independent auditors, Clearwater Audit Partners LLP. Farris's stated figure of 14% overstates AHT's actual churn rate by nearly seventy percent (70%).

51. This statement constitutes a violation of both Section 6 (Non-Disparagement) and Section 7 (Confidentiality) of the Separation Agreement. Even though the specific churn figure stated by Farris is inaccurate, his disclosure of any churn metric — whether accurate or fabricated — implicates confidential financial information that he learned during his employment at AHT. The public disclosure of purported internal financial metrics, combined with the inflammatory characterization of AHT's marketing as "pure fiction," is calculated to damage AHT's reputation and client relationships.

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

53. A forensically preserved screenshot of this post on X is attached hereto as Exhibit D.

D. February 3, 2025 Westmark Health IT Post

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

"One of Arbor's top-5 health system clients pays $4.3M/yr and is about to walk. Management knows and is hiding it from investors."

55. This post is among the most damaging of Farris's public statements. In a single sentence, Farris disclosed: (a) the specific annual contract value of an AHT client ($4.3 million per year); (b) that this client is among AHT's "top-5 health system clients"; (c) that this client is considering terminating its relationship with AHT; and (d) an accusation that AHT management is concealing material information from its investors.

56. The disclosure of client-specific pricing information — namely, the annual contract value of a top-5 health system client — is a direct and unambiguous violation of the confidentiality provisions of Section 7 of the Separation Agreement. Client-specific annual contract values are among the most closely guarded categories of Confidential Information at AHT. This information is not publicly available, was known to Farris solely by virtue of his former position as CRO, and is of immediate competitive value to Meridian Healthworks and other AHT competitors.

57. In addition, the accusation that AHT management is "hiding" information from investors is a serious and defamatory statement that implies wrongful or potentially fraudulent conduct by AHT's leadership, in violation of the non-disparagement covenant of Section 6.

58. A forensically preserved screenshot of this Westmark Health IT post is attached hereto as Exhibit E.

VI. EVIDENCE OF BREACH — PODCAST APPEARANCES

A. January 15, 2025 — The Digital Health Download

59. On January 15, 2025, Farris appeared as a guest on The Digital Health Download, a podcast focused on the healthcare technology industry. Upon information and belief, this podcast has an estimated twenty-eight thousand (28,000) monthly listeners, a significant portion of whom are healthcare executives, technology buyers, and industry analysts — that is, the very audience of current and prospective AHT clients and stakeholders.

60. During the interview, Farris made the following statements, among others:

"Arbor Health's platform has serious clinical data integrity issues that they've papered over. I raised this internally and was told to shut up."

61. Farris further characterized AHT's leadership as "financially motivated to suppress quality concerns." These statements are gravely disparaging. They accuse AHT of having a platform with "serious clinical data integrity issues" — an allegation that, in the healthcare context, raises concerns about patient safety and regulatory compliance. The further assertion that AHT leadership suppressed quality concerns paints a picture of a company that knowingly conceals defects in a clinical product, which could expose AHT to regulatory inquiry, client loss, and severe reputational damage.

62. A true and correct transcript of the relevant portions of this podcast episode, prepared by Stonebridge Investigative Group LLC from the publicly available audio recording, is attached hereto as Exhibit F.

B. March 4, 2025 — HealthTech Insider

63. On March 4, 2025, Farris appeared as a guest on the HealthTech Insider podcast, which has an estimated forty-one thousand (41,000) monthly listeners. This podcast has a substantial following among healthcare IT executives, venture capital and private equity investors, and industry consultants.

64. During this interview, Farris made several statements that constitute breaches of both the non-disparagement and confidentiality covenants of the Separation Agreement. Specifically, Farris:

(a) Stated that AHT's gross margin was "barely 55%" and declining;

(b) Described the AHT product as "legacy tech with a SaaS wrapper"; and

65. Farris's statement regarding AHT's gross margin is materially inaccurate and constitutes the disclosure of confidential financial information. AHT's actual FY 2024 gross margin was 68.7%, as reflected in the Company's audited financial statements prepared by Clearwater Audit Partners LLP. Farris's claimed figure of "barely 55%" understates AHT's actual gross margin by nearly fourteen (14) percentage points. Whether Farris knowingly fabricated this figure to damage AHT or recklessly misstated it, the public disclosure of any purported gross margin figure — a non-public financial metric — constitutes a violation of the confidentiality covenant of Section 7. Moreover, the false and misleading nature of the statement compounds the reputational harm to AHT.

66. Farris's characterization of the AHT product as "legacy tech with a SaaS wrapper" is a disparaging statement designed to undermine confidence in AHT's technology and competitive position, in violation of Section 6. His description of Dr. Johansson's leadership as "delusional" is a personal attack on AHT's CEO that likewise violates the non-disparagement covenant, which expressly covers statements about AHT's officers.

67. A true and correct transcript of the relevant portions of this podcast episode, prepared by Stonebridge Investigative Group LLC from the publicly available audio recording, is attached hereto as Exhibit G.

VII. EVIDENCE OF BREACH — CLIENT SOLICITATION

A. Solicitation of Lakeview Regional Health System

68. Lakeview Regional Health System ("Lakeview") is a large integrated delivery network headquartered in Cleveland, Ohio. Lakeview has been an enterprise client of AHT since 2019. As of the date of this Affidavit, Lakeview's annual contract value with AHT is Four Million Three Hundred Thousand Dollars ($4,300,000). Lakeview's contract renewal date was April 1, 2025.

69. On November 8, 2024, Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview, in which Farris offered Lakeview a "competitive transition package" at Meridian Healthworks. This email was sent less than three (3) months after the Separation Agreement became effective and well within the twenty-four (24) month non-solicitation period.

70. AHT obtained a copy of this email through its account management team's routine communications with Lakeview personnel. AHT's designated account executive for the Lakeview relationship was informed by Lakeview personnel of the outreach from Farris and was provided a copy of the email in the course of those communications.

71. A true and correct copy of Farris's November 8, 2024 email to Dr. Castellano is attached hereto as Exhibit H.

72. On October 28, 2025, Lakeview formally notified AHT of its intent not to renew its contract. The loss of the Lakeview relationship represents a direct and substantial harm to AHT, both in terms of the $4.3 million in annual recurring revenue at stake and the broader signal that the loss of a marquee enterprise client sends to the market. Upon information and belief, Farris's solicitation was a material factor in Lakeview's decision not to renew.

B. Solicitation of Northbridge Community Health Network

73. Northbridge Community Health Network ("Northbridge") is a community health organization headquartered in Portland, Maine. Northbridge has been a client of AHT since 2021, with an annual contract value of One Million Six Hundred Thousand Dollars ($1,600,000). Northbridge's contract renewal date was March 1, 2025.

74. On November 14, 2024, Farris sent a series of direct messages through Westmark Health IT to William Okafor, Chief Technology Officer of Northbridge, soliciting Northbridge's business for Meridian Healthworks. In these messages, Farris leveraged his prior relationship with Okafor — a relationship developed during Farris's tenure as CRO of AHT — to propose that Northbridge transition its population health analytics platform from AHT to Meridian Healthworks.

75. Preserved copies of these Westmark Health IT direct messages are attached hereto as Exhibit I. These messages were forensically preserved by Stonebridge Investigative Group LLC.

76. Northbridge declined to renew its contract with AHT effective March 1, 2025. On March 15, 2025, Northbridge signed a new agreement with Meridian Healthworks. The loss of the Northbridge relationship — and its direct migration to AHT's competitor Meridian Healthworks — is a confirmed and concrete harm directly attributable to Farris's solicitation in violation of Section 8 of the Separation Agreement.

C. Solicitation of Prairieland Medical Group, P.C.

77. Prairieland Medical Group, P.C. ("Prairieland") is an enterprise physician group practice headquartered in Omaha, Nebraska. Prairieland has been a client of AHT since 2020, with an annual contract value of Two Million One Hundred Thousand Dollars ($2,100,000). Prairieland's contract renewal date is July 1, 2025.

78. On information and belief, on December 2, 2024, Farris placed a telephone call to Thomas Rourke, Chief Executive Officer of Prairieland, to solicit Prairieland's business for Meridian Healthworks. My basis for this belief is communications between AHT's designated account executive for the Prairieland relationship and Prairieland personnel, who informed the AHT account team that Farris had contacted Mr. Rourke directly to discuss a potential migration to Meridian's platform.

79. As of the date of this Affidavit, Prairieland has not yet made a decision regarding its contract renewal. The Prairieland relationship, representing $2.1 million in annual contract value, remains at risk.

D. Solicitation of Summit Atlantic Health Partners, LLC

80. Summit Atlantic Health Partners, LLC ("Summit Atlantic") is a multi-hospital health system headquartered in Richmond, Virginia. Summit Atlantic has been an enterprise client of AHT since 2021, with an annual contract value of Three Million Seven Hundred Thousand Dollars ($3,700,000). Summit Atlantic's contract renewal date is September 1, 2025.

81. On information and belief, on January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic, at a healthcare industry conference in Boston, Massachusetts, to solicit Summit Atlantic's business for Meridian Healthworks. My basis for this belief is communications between AHT's designated account executive for the Summit Atlantic relationship and Summit Atlantic personnel, who informed the AHT account team of the in-person meeting and Farris's solicitation efforts.

82. As of the date of this Affidavit, Summit Atlantic has not yet made a decision regarding its contract renewal. The Summit Atlantic relationship, representing $3.7 million in annual contract value, remains at risk.

E. Summary of At-Risk and Lost Client Revenue

83. The following table summarizes the annual contract values associated with the four (4) AHT clients that Farris has solicited in violation of Section 8 of the Separation Agreement:

84. The total annual contract value at risk from the four solicited clients is Eleven Million Seven Hundred Thousand Dollars ($11,700,000) per year. As of the date of this Affidavit, the confirmed or probable lost annual contract value is Five Million Nine Hundred Thousand Dollars ($5,900,000) per year, consisting of the Northbridge non-renewal ($1,600,000, confirmed) and the Lakeview non-renewal notice ($4,300,000, received October 28, 2025).

85. These figures represent only the direct, quantifiable revenue impact of Farris's client solicitation. They do not account for the broader competitive harm caused by Farris's disparaging public statements and confidentiality breaches, which have the potential to affect AHT's ability to retain other clients, attract new business, and maintain its market position. Nor do these figures account for the multi-year value of these client relationships, which, given average contract terms and renewal rates, represent a significantly larger total economic loss to AHT.

VIII. EVIDENCE OF BREACH — EMPLOYEE SOLICITATION

86. In addition to his solicitation of AHT clients, Farris has also violated the non-solicitation of employees provision set forth in Section 9 of the Separation Agreement.

87. Two senior sales directors who had reported directly to Farris during his tenure as CRO — Renata Solis, Senior Sales Director, Enterprise West, and Jerome Ashworth, Senior Sales Director, Enterprise East — resigned from AHT on February 10, 2025 and February 24, 2025, respectively.

88. Both Solis and Ashworth subsequently joined Meridian Healthworks, Inc. Upon information and belief, both individuals are now working in senior commercial roles at Meridian, in direct competition with AHT.

89. AHT has obtained text message evidence demonstrating that Farris contacted both Solis and Ashworth prior to their resignations and actively solicited them to leave AHT and join Meridian Healthworks. These text messages were voluntarily disclosed to AHT's human resources department by another AHT employee who observed the communications. The text messages demonstrate that Farris initiated the contact, described the opportunities available at Meridian, and encouraged both Solis and Ashworth to resign from AHT.

90. Farris's solicitation of Solis and Ashworth constitutes a clear violation of Section 9 of the Separation Agreement, which prohibits Farris from recruiting, soliciting, or hiring any AHT employee, or encouraging any employee to leave AHT, for a period of twenty-four (24) months following the Effective Date.

91. The departure of Solis and Ashworth has caused significant disruption to AHT's enterprise sales organization. Both individuals were experienced sales leaders with deep client relationships, institutional knowledge, and responsibility for managing substantial portions of AHT's enterprise revenue. Their departures, and their subsequent employment at a direct competitor, compounded the harm caused by Farris's other breaches.

IX. PRE-SUIT DEMAND AND DEFENDANT'S RESPONSE

A. AHT's Demand Letter

92. On September 15, 2025, at my direction and over my signature as General Counsel of AHT, a formal pre-suit demand letter was sent to Desmond R. Farris at his residence at 47 Briarcliff Lane, Wellesley, Massachusetts 02481. The letter was sent via certified mail, return receipt requested, and via email to Farris's personal email address.

93. The demand letter identified, in detail, the breaches of Sections 6 (Non-Disparagement), 7 (Confidentiality), 8 (Non-Solicitation of Clients), and 9 (Non-Solicitation of Employees) of the Separation Agreement, and set forth the factual basis for each identified breach. The letter demanded that Farris immediately: (a) cease all conduct in violation of the Separation Agreement; (b) remove all disparaging posts from Westmark Health IT, X, and any other social media or public platform; (c) seek the retraction or correction of statements made during podcast appearances; and (d) return all AHT Confidential Information in his possession, custody, or control.

94. The demand letter further advised Farris of AHT's entitlement to the remedies set forth in Section 10 of the Separation Agreement, including cessation of remaining separation payments, return of all separation consideration previously paid, injunctive relief, and liquidated damages.

95. A true and correct copy of the September 15, 2025 demand letter is attached hereto as Exhibit J.

B. Defendant's Response Through Counsel

96. On or about October 3, 2025, AHT received a written response to the demand letter from Constance A. Whitfield of Whitfield, Boone & Calloway LLP, located at 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109. Ms. Whitfield indicated that she had been retained to represent Farris in connection with the matters raised in AHT's demand letter.

97. In her response, Ms. Whitfield denied all material allegations set forth in AHT's demand letter. She asserted that Farris's social media posts and podcast statements were protected by the First Amendment to the United States Constitution and constituted matters of legitimate public interest regarding the healthcare technology industry. She further asserted that the restrictive covenants in the Separation Agreement were overbroad and unenforceable. Ms. Whitfield refused, on behalf of Farris, to comply with any of AHT's demands.

98. A true and correct copy of Ms. Whitfield's October 3, 2025 response letter is attached hereto as Exhibit K.

C. Continued Violations

99. Despite the receipt of AHT's formal demand letter and the clear identification of his breaches of the Separation Agreement, Farris has not removed any of the offending social media posts described herein. As of the date of this Affidavit, each of the Westmark Health IT posts and the X post identified in Section V above remain publicly visible on their respective platforms.

100. Farris has not sought the retraction or correction of any of the statements made during his podcast appearances on The Digital Health Download and HealthTech Insider. Those podcast episodes remain publicly available for streaming and download.

101. Upon information and belief, Farris has continued to solicit AHT clients and employees in his capacity as Senior Vice President, Commercial Strategy at Meridian Healthworks. The ongoing nature of these violations underscores the urgent need for injunctive relief by this Court.

X. EVIDENCE PRESERVATION EFFORTS

102. On October 10, 2025, AHT retained Stonebridge Investigative Group LLC ("Stonebridge") to forensically preserve and authenticate the digital evidence of Farris's public statements and communications. Stonebridge's principal is Karen Velasco, and its offices are located at 50 Milk Street, Suite 1600, Boston, Massachusetts 02109. Stonebridge is a digital forensics firm with extensive experience in the preservation and authentication of social media content, online publications, and electronically stored information for use in litigation.

103. Stonebridge has preserved the evidence described in this Affidavit, including: (a) the Westmark Health IT posts referenced in paragraphs 42-43, 46, and 54-55 above; (b) the X post referenced in paragraph 49 above; (c) the audio recordings of the podcast episodes referenced in paragraphs 59-60 and 63-64 above; and (d) the Westmark Health IT direct messages referenced in paragraph 74 above. Stonebridge has prepared authenticated screenshots and transcripts of these materials, which are attached to this Affidavit as the exhibits referenced herein.

104. In addition, on September 16, 2025, immediately following the issuance of the demand letter to Farris, I directed AHT's legal department to issue a company-wide litigation hold notice. This notice was distributed to all relevant custodians, including members of the senior leadership team, the enterprise sales organization, the finance department, and the human resources department, and directs the preservation of all documents and electronically stored information related to Farris, the Separation Agreement, the clients and employees identified herein, and the matters at issue in this litigation. AHT has complied with its preservation obligations and will continue to do so throughout this proceeding.

XI. RETENTION OF LITIGATION COUNSEL

105. On November 17, 2025, AHT retained the law firm of Calderwood & Harkness LLP to pursue all available claims against Farris in connection with his breaches of the Separation Agreement and related tortious conduct. Calderwood & Harkness LLP is located at 100 High Street, 26th Floor, Boston, Massachusetts 02110. The engagement number assigned to this matter is 1010-00005. The responsible partner is Samuel Eklund, and the billing partner is Linda Osei.

106. On November 19, 2025, Calderwood & Harkness LLP, on behalf of AHT, sent a formal pre-filing demand letter to Constance A. Whitfield at Whitfield, Boone & Calloway LLP. This letter reiterated AHT's position that Farris is in material breach of the Separation Agreement, demanded full compliance with the terms of the Agreement within forty-eight (48) hours, and advised Ms. Whitfield and Farris that, absent such compliance, AHT would file suit and seek emergency injunctive relief, including a temporary restraining order and preliminary injunction.

107. To date, AHT has received no response to the November 19, 2025 demand letter, and Farris has taken no action to comply with AHT's demands.

XII. LIST OF EXHIBITS

The following exhibits are attached hereto and incorporated herein by reference:

JURAT

I declare under the pains and penalties of perjury that the foregoing statements are true and correct to the best of my knowledge, information, and belief.

________________________________________

Marcus Tremblay General Counsel, Arbor Health Technologies Inc. 230 Federal Street, Suite 1400 Boston, Massachusetts 02110

Date: November 21, 2025

NOTARIZATION

COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK

Sworn to and subscribed before me this 21st day of November, 2025.

________________________________________

Notary Public

Printed Name: ________

My Commission Expires: ________

[NOTARY SEAL]

ARBOR HEALTH TECHNOLOGIES INC.,

Plaintiff,

Civil Action No. ____________

DESMOND R. FARRIS,

Defendant.

Component	Amount
Cash Severance (§ 3(a))	$577,500
COBRA Subsidy (§ 3(b))	$39,366
Accelerated Equity Vesting (§ 3(c))	$400,000
Total Separation Consideration	$1,016,866
Client	Location	Annual Contract Value	Renewal Date	Status
Lakeview Regional Health System	Cleveland, OH	$4,300,000	April 1, 2025	Non-renewal notice received
Northbridge Community Health Network	Portland, ME	$1,600,000	March 1, 2025	Non-renewal confirmed; signed with Meridian
Prairieland Medical Group, P.C.	Omaha, NE	$2,100,000	July 1, 2025	At risk
Summit Atlantic Health Partners, LLC	Richmond, VA	$3,700,000	September 1, 2025	At risk
Total	$11,700,000
Exhibit	Description
Exhibit A	Separation Agreement and General Release dated August 9, 2024 (effective August 30, 2024) between Arbor Health Technologies Inc. and Desmond R. Farris
Exhibit B	Preserved screenshot of Farris's November 3, 2024 Westmark Health IT post
Exhibit C	Preserved screenshot of Farris's November 18, 2024 Westmark Health IT post
Exhibit D	Preserved screenshot of Farris's December 12, 2024 post on X (formerly Fenmore Solutions)
Exhibit E	Preserved screenshot of Farris's February 3, 2025 Westmark Health IT post
Exhibit F	Transcript of relevant portions of Farris's January 15, 2025 appearance on The Digital Health Download podcast, prepared by Stonebridge Investigative Group LLC
Exhibit G	Transcript of relevant portions of Farris's March 4, 2025 appearance on HealthTech Insider podcast, prepared by Stonebridge Investigative Group LLC
Exhibit H	Copy of Farris's November 8, 2024 email to Dr. Nina Castellano at Lakeview Regional Health System
Exhibit I	Preserved copies of Farris's November 14, 2024 Westmark Health IT messages to William Okafor at Northbridge Community Health Network
Exhibit J	AHT pre-suit demand letter dated September 15, 2025
Exhibit K	Response letter from Constance A. Whitfield of Whitfield, Boone & Calloway LLP dated October 3, 2025

COMMONWEALTH OF MASSACHUSETTS SUFFOLK COUNTY SUPERIOR COURT
AFFIDAVIT OF MARCUS TREMBLAY IN SUPPORT OF PLAINTIFF'S MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION
I, Marcus Tremblay, being duly sworn, depose and state as follows:
1.  I am over the age of eighteen (18) years, am competent to testify to the matters set forth herein, and make this Affidavit based upon my personal knowledge except where specifically noted otherwise. Where statements are made upon information and belief, I identify them as such and state the basis for that belief.
2.  I am the General Counsel of Arbor Health Technologies Inc. ("AHT" or the "Company"). I have served in this capacity since March 14, 2019, which is a date well prior to the departure of Defendant Desmond R. Farris ("Farris") from the Company. My business address is 230 Federal Street, Suite 1400, Boston, Massachusetts 02110.
3.  In my role as General Counsel, I am responsible for, among other things, the oversight of all legal affairs of AHT, including employment matters, commercial contracts, intellectual property, compliance, and litigation. I was directly and personally involved in the negotiation, drafting, and execution of the Separation Agreement and General Release entered into between AHT and Farris, dated August 9, 2024 (the "Separation Agreement"). I was also directly and personally involved in the pre-suit demand process directed at Farris. I have personal knowledge of the facts set forth in this Affidavit, including through my review of company records maintained in the ordinary course of business, my direct communications with AHT personnel and third-party service providers, and my oversight of the investigation into Farris's post-separation conduct.
4.  I submit this Affidavit in support of AHT's Motion for a Temporary Restraining Order and Preliminary Injunction against Farris. The purpose of this Affidavit is to set forth the factual basis for AHT's claims that Farris has materially breached, and continues to materially breach, the Separation Agreement, and that AHT will suffer irreparable harm absent the immediate entry of injunctive relief by this Court.
I. BACKGROUND ON ARBOR HEALTH TECHNOLOGIES INC.
5.  AHT is a corporation duly organized and existing under the laws of the State of Delaware. The Company is qualified to do business in the Commonwealth of Massachusetts and maintains its principal executive offices and corporate headquarters at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110.
6.  AHT operates a healthcare services and software-as-a-service ("SaaS") platform specializing in population health management and value-based care analytics. The Company's technology platform enables health systems, physician groups, accountable care organizations, and other healthcare delivery entities to aggregate clinical, claims, and social-determinants-of-health data into an integrated analytics environment. AHT's platform provides its clients with actionable insights regarding patient risk stratification, care gap identification, quality measure performance, and financial modeling under risk-bearing value-based care arrangements. AHT's platform is used by clients across more than thirty (30) states, and the Company serves a diverse portfolio of enterprise, mid-market, and emerging healthcare organizations.
7.  For the fiscal year ending December 31, 2024 ("FY 2024"), AHT's annual recurring revenue ("ARR") was approximately One Hundred Eighty-Seven Million Four Hundred Thousand Dollars ($187,400,000). As of the date of this Affidavit, AHT employs approximately six hundred twenty (620) individuals across its Boston headquarters, regional offices, and remote workforce.
8.  In June 2021, Ridgeline Capital Partners, LP, a Delaware limited partnership with offices in New York, New York, acquired a majority equity stake in AHT at an enterprise value of approximately Four Hundred Fifteen Million Dollars ($415,000,000). Since the closing of that transaction, Vikram Deshpande, the Managing Partner of Ridgeline Capital Partners, has served as Chairman of the AHT Board of Directors.
9.  AHT's Chief Executive Officer is Dr. Annika Johansson, who has served in that capacity since January 2022. AHT's Chief Financial Officer is Elaine Matsuda, who has served in that capacity since August 2020. AHT's independent auditors are Clearwater Audit Partners LLP, located at 125 Summer Street, Suite 2200, Boston, Massachusetts 02110. Clearwater Audit Partners has served as AHT's independent auditor since FY 2021.
10.  The healthcare IT and population health analytics market in which AHT operates is intensely competitive. AHT's competitive position depends critically upon the confidentiality of its proprietary data, client relationships, pricing structures, product development plans, and strategic initiatives. The unauthorized disclosure of such information, or the improper solicitation of AHT's clients and key personnel, would cause grave and irreparable harm to the Company's business, competitive position, and enterprise value.
II. FARRIS'S EMPLOYMENT AND ROLE AT AHT
11.  Desmond R. Farris was employed by AHT as its Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024, a period of approximately four (4) years.
12.  As CRO, Farris was a member of AHT's senior leadership team, which also included the CEO, CFO, General Counsel, Chief Technology Officer, Chief Product Officer, and Chief People Officer. The senior leadership team met weekly to review the Company's financial performance, sales pipeline, client retention metrics, product development progress, and strategic initiatives. Farris regularly participated in these meetings and had access to the full range of information shared among the senior leadership team.
13.  In his capacity as CRO, Farris had extensive access to AHT's most sensitive confidential and proprietary information. This information included, without limitation:
(a) AHT's complete client lists, including the identity of all enterprise, mid-market, and emerging clients;
(b) Client-specific pricing and contract terms, including annual contract values, multi-year commitments, discount structures, service level agreements, and renewal terms;
(c) The Company's financial results, including revenue, gross margin, operating expenses, EBITDA, and forecasts;
(d) Sales pipeline data, including the identity of prospective clients, the stage of sales engagement, estimated deal sizes, and probability-weighted pipeline projections;
(e) Churn and retention metrics, including gross logo churn, net revenue retention, and client satisfaction scores such as Net Promoter Score ("NPS");
(f) Product roadmaps, including planned feature releases, technology architecture decisions, and integration strategies; and
(g) Strategic plans, including plans for market expansion, mergers and acquisitions, and competitive positioning.
14.  Farris's final-year base salary at AHT was Three Hundred Eighty-Five Thousand Dollars ($385,000) per year. In addition to his base salary, Farris was eligible for performance-based bonuses and equity compensation, reflecting his senior position within the organization.
15.  Farris directly supervised AHT's enterprise sales organization, which was responsible for the origination, management, and renewal of the Company's largest client relationships. Among the senior personnel reporting to Farris were Renata Solis, Senior Sales Director, Enterprise West, and Jerome Ashworth, Senior Sales Director, Enterprise East. Farris personally managed relationships with AHT's largest enterprise clients, including attending quarterly business reviews, negotiating contract renewals, and serving as an executive sponsor on key accounts.
16.  As a consequence of his role, tenure, and extensive access to confidential information, Farris developed deep knowledge of AHT's business operations, client relationships, competitive strategies, and financial performance. This knowledge, if disclosed or exploited for the benefit of a competitor, would cause AHT severe and irreparable competitive harm.
17.  Farris's employment with AHT ended on August 9, 2024. The circumstances of his departure were addressed in the Separation Agreement described below.
III. THE SEPARATION AGREEMENT AND GENERAL RELEASE
A. Execution and Effective Date
18.  On August 9, 2024, which was Farris's last day of employment with AHT, the Company and Farris entered into a Separation Agreement and General Release (the "Separation Agreement"). I personally negotiated the terms of the Separation Agreement with Farris and, at a later point, with his then-counsel, and I oversaw the finalization and execution of the document. A true and correct copy of the Separation Agreement is attached hereto as Exhibit A and incorporated herein by reference.
19.  Consistent with the requirements of the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f), and the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., Farris was provided with a twenty-one (21) day consideration period in which to review the Separation Agreement, was advised in writing to consult with an attorney prior to signing, and was informed of his right to revoke the agreement within seven (7) days following his signature.
20.  Farris signed the Separation Agreement on August 26, 2024, within the twenty-one (21) day consideration period. The seven (7) day revocation period commenced on August 26, 2024 and expired at 11:59 p.m. on September 2, 2024. Because September 2, 2024 was Labor Day, the revocation period effectively expired without any revocation by Farris on the next business day; however, under the terms of the Agreement, the revocation period expired on the seventh calendar day, which was September 2, 2024. In any event, Farris did not exercise his right of revocation. For purposes of the Separation Agreement, the parties defined the "Effective Date" as August 30, 2024, seven (7) calendar days after the date of Farris's signature, consistent with the revocation mechanics set forth in the Agreement.
21.  The Separation Agreement thus became fully effective and binding upon both parties as of August 30, 2024.
B. Separation Consideration
22.  In exchange for, among other things, Farris's agreement to the restrictive covenants set forth in Sections 6 through 9 of the Separation Agreement and a general release of all claims against AHT, the Company agreed to provide Farris with the following separation consideration:
(a) Cash Severance (Section 3(a)): AHT agreed to pay Farris Five Hundred Seventy-Seven Thousand Five Hundred Dollars ($577,500), representing eighteen (18) months of his base salary, calculated as $385,000 divided by 12 multiplied by 18 ($385,000 ÷ 12 × 18 = $577,500). This amount was to be paid in equal installments on AHT's regular semi-monthly payroll schedule, subject to applicable withholdings and deductions, commencing on the first regular payroll date following the Effective Date.
(b) COBRA Subsidy (Section 3(b)): AHT agreed to subsidize Farris's continuation coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") at a rate of Two Thousand One Hundred Eighty-Seven Dollars ($2,187) per month for a period of eighteen (18) months, for a total COBRA subsidy of Thirty-Nine Thousand Three Hundred Sixty-Six Dollars ($39,366).
(c) Accelerated Equity Vesting (Section 3(c)): AHT agreed to accelerate the vesting of sixty-two thousand five hundred (62,500) unvested stock options held by Farris, at a strike price of Four Dollars and Eighty Cents ($4.80) per share. At the time of separation, based upon the most recent fair market value determination conducted by AHT's Board of Directors with the assistance of an independent valuation firm, the fair market value of AHT common stock was Eleven Dollars and Twenty Cents ($11.20) per share. Accordingly, the estimated spread on the accelerated options was ($11.20 − $4.80) × 62,500 = Four Hundred Thousand Dollars ($400,000).
23.  The total value of the separation consideration provided to Farris was as follows:
24.  This consideration — totaling in excess of One Million Dollars ($1,016,866) — was substantial and was provided specifically in exchange for, among other things, Farris's agreement to comply with the restrictive covenants set forth in Sections 6 through 9 of the Separation Agreement. Farris accepted and retained this consideration.
C. Non-Disparagement Covenant (Section 6)
25.  Under Section 6 of the Separation Agreement, Farris agreed that he would not make any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, officers, directors, employees, or investors. This obligation was designed to protect AHT's reputation, goodwill, and business relationships from harm caused by negative or misleading statements from a former senior executive with intimate knowledge of the Company's operations.
26.  The non-disparagement obligation is mutual. AHT's reciprocal obligation under Section 6 is limited to official corporate communications and statements made by officers at the Vice President level or above. AHT has complied with its reciprocal obligations under Section 6 at all times since the Effective Date.
D. Confidentiality Covenant (Section 7)
27.  Under Section 7 of the Separation Agreement, Farris agreed to maintain in strict confidence all "Confidential Information" (as that term is defined in the Separation Agreement) for a period of five (5) years following the Effective Date — that is, through August 30, 2029.
28.  The term "Confidential Information" is broadly defined in the Separation Agreement to include, but is not limited to, client lists, client-specific pricing and contract terms, financial results (including revenue, margins, and profitability metrics), sales pipeline data, churn and retention metrics, product roadmaps, strategic plans, and any other non-public information relating to the business, operations, or affairs of AHT. This definition encompasses precisely the categories of information to which Farris had access by virtue of his position as CRO.
E. Non-Solicitation of Clients (Section 8)
29.  Under Section 8 of the Separation Agreement, for a period of twenty-four (24) months following the Effective Date — that is, through August 30, 2026 — Farris agreed that he would not, directly or indirectly, solicit, divert, or service any "Client" of AHT.
30.  The term "Client" is defined in the Separation Agreement to include any person or entity that (i) was a customer of AHT at any time during the twelve (12) months preceding the Effective Date, or (ii) was an active prospective customer in AHT's sales pipeline as of the Effective Date. This definition was tailored to protect AHT's existing and developing business relationships from interference by Farris, who had personal knowledge of and relationships with virtually all of AHT's significant clients and prospects.
F. Non-Solicitation of Employees (Section 9)
31.  Under Section 9 of the Separation Agreement, for the same twenty-four (24) month restricted period — through August 30, 2026 — Farris agreed that he would not, directly or indirectly, recruit, solicit, or hire any employee of AHT, or encourage any employee of AHT to terminate his or her employment with the Company.
32.  This provision was included because of Farris's extensive relationships with members of AHT's sales organization and other key personnel, and the significant harm that would result to AHT from the loss of such personnel to a competitor through the active recruitment efforts of a former senior executive.
G. Remedies for Breach (Section 10)
33.  Section 10 of the Separation Agreement sets forth the remedies available to AHT in the event of a material breach by Farris of any of Sections 6 through 9:
(a) Cessation of Payments (Section 10(a)): Upon material breach by Farris of any of Sections 6 through 9, AHT is entitled to the immediate cessation of any remaining separation payments that have not yet been made.
(b) Return of Consideration (Section 10(b)): Upon material breach, AHT is entitled to the return of all separation consideration previously paid to Farris.
(c) Injunctive Relief Without Bond (Section 10(c)): Farris expressly acknowledged and agreed that a breach of any of Sections 6 through 9 would cause AHT irreparable harm for which monetary damages would be an inadequate remedy, and that AHT would be entitled to injunctive relief, including temporary restraining orders and preliminary and permanent injunctions, without the necessity of proving actual damages and without the posting of a bond or other security.
(d) Liquidated Damages (Section 10(d)): In addition to equitable relief and other remedies, Farris agreed that any breach of Section 6 (Non-Disparagement) or Section 7 (Confidentiality) would entitle AHT to liquidated damages in the amount of Two Hundred Fifty Thousand Dollars ($250,000), plus actual damages to the extent they exceed that amount. The parties agreed that this amount represents a reasonable estimate of the damages that would be suffered by AHT from a breach of those provisions, given the difficulty of precisely calculating such damages.
H. Governing Law and Forum Selection (Sections 14 and 15)
34.  Section 14 of the Separation Agreement provides that the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.
35.  Section 15 of the Separation Agreement provides that the exclusive forum for any disputes arising under or relating to the Agreement shall be the Suffolk County Superior Court, Commonwealth of Massachusetts. Both parties consented to the personal jurisdiction and venue of this Court and waived any objection to the same.
I. Prevailing Party Attorneys' Fees (Section 16)
36.  Section 16 of the Separation Agreement provides that the prevailing party in any action to enforce the Agreement shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action.
IV. FARRIS'S POST-SEPARATION EMPLOYMENT AT A DIRECT COMPETITOR
37.  Upon information and belief, Farris commenced employment at Meridian Healthworks, Inc. ("Meridian Healthworks" or "Meridian") on or about October 21, 2024, approximately seven (7) weeks after the Separation Agreement became effective on August 30, 2024. My basis for this belief includes Farris's own public Westmark Health IT profile, which reflects his current position at Meridian Healthworks with a start date of October 2024, as well as information obtained through AHT's account management team and Stonebridge Investigative Group LLC.
38.  Meridian Healthworks is a corporation organized under the laws of the State of Delaware, with its principal offices located at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139. Its Chief Executive Officer is Russell Kwan.
39.  Meridian Healthworks is a direct competitor of AHT in the healthcare information technology and population health analytics market. Meridian offers a SaaS-based population health management platform that competes directly with AHT's core product offerings for many of the same client segments, including integrated delivery networks, large physician group practices, and accountable care organizations. Upon information and belief, Meridian Healthworks' estimated FY 2024 annual recurring revenue was approximately One Hundred Thirty-Five Million Dollars ($135,000,000).
40.  Farris was hired by Meridian Healthworks to serve as Senior Vice President, Commercial Strategy. In this role, upon information and belief, Farris is responsible for developing and executing Meridian's go-to-market strategy, overseeing key client acquisition and expansion efforts, and directing competitive displacement campaigns — including, as detailed below, campaigns targeting AHT's existing clients.
41.  Although the Separation Agreement did not contain a non-compete covenant, it did contain the restrictive covenants described above in Sections 6 through 9, including the non-solicitation of clients and employees provisions, the confidentiality obligations, and the non-disparagement covenant. Farris's employment at Meridian Healthworks does not, in itself, constitute a breach of the Separation Agreement. However, as set forth in detail below, Farris has exploited his position at Meridian Healthworks to engage in a systematic campaign of breaching each of those covenants.
V. EVIDENCE OF BREACH — SOCIAL MEDIA DISPARAGEMENT
A. November 3, 2024 Westmark Health IT Post
42.  On November 3, 2024, Farris published a post on the professional social media platform Westmark Health IT that was visible to the general public. At the time of its publication, Farris's Westmark Health IT profile had approximately twelve thousand four hundred (12,400) followers, many of whom are professionals in the healthcare technology industry, including current and prospective AHT clients, investors, and employees.
43.  In this post, Farris stated, in substance and in pertinent part:
"I spent four years at a company that treated its customers like ATMs and its employees like disposable parts. The culture at [AHT] is rotten from the top. If you're evaluating their platform, ask hard questions about data accuracy and uptime — you won't like the answers."
44.  This post constitutes a clear and flagrant violation of the non-disparagement covenant set forth in Section 6 of the Separation Agreement. The post characterizes AHT as a company that mistreats its customers and employees, describes the Company's culture as "rotten from the top," and urges prospective clients to question the reliability of AHT's platform. These statements are defamatory in nature, are calculated to damage AHT's business reputation and client relationships, and are precisely the type of statements that the non-disparagement covenant was designed to prevent.
45.  A true and correct copy of a forensically preserved screenshot of this Westmark Health IT post is attached hereto as Exhibit B. This screenshot was prepared and authenticated by Stonebridge Investigative Group LLC ("Stonebridge"), a digital forensics firm retained by AHT, as further described in Section X below.
B. November 18, 2024 Westmark Health IT Post
46.  On November 18, 2024, approximately two weeks after his first disparaging post, Farris published a follow-up public post on Westmark Health IT that escalated his attacks against AHT. In this post, Farris stated, in substance and in pertinent part:
"When a PE firm runs a healthcare company, patients are just revenue units. I watched Arbor Health inflate its NPS scores to close deals. The board doesn't care — only EBITDA matters."
47.  This post is disparaging on multiple levels. It accuses AHT of prioritizing financial returns over patient care, alleges that the Company inflated its Net Promoter Scores ("NPS") — a key client satisfaction metric — to close sales deals, and characterizes the Board of Directors as indifferent to anything other than EBITDA. The accusation that AHT "inflate[d] its NPS scores to close deals" is a serious allegation of fraudulent business conduct that, if credited, could expose AHT to regulatory scrutiny, client attrition, and reputational harm of the most serious kind.
48.  A forensically preserved screenshot of this Westmark Health IT post is attached hereto as Exhibit C.
C. December 12, 2024 Post on X (Formerly Fenmore Solutions)
49.  On December 12, 2024, Farris posted the following statement on the social media platform X (formerly known as Fenmore Solutions):
"Arbor Health's churn rate is 14% and climbing. Their 'best-in-class retention' pitch is pure fiction. I have the receipts."
50.  This post is both disparaging and factually false. Farris asserts that AHT's churn rate is "14% and climbing" and characterizes the Company's marketing claims regarding client retention as "pure fiction." In fact, AHT's actual gross logo churn rate for FY 2024 was 8.2%, as verified by the Company's internal metrics and confirmed by AHT's independent auditors, Clearwater Audit Partners LLP. Farris's stated figure of 14% overstates AHT's actual churn rate by nearly seventy percent (70%).
51.  This statement constitutes a violation of both Section 6 (Non-Disparagement) and Section 7 (Confidentiality) of the Separation Agreement. Even though the specific churn figure stated by Farris is inaccurate, his disclosure of any churn metric — whether accurate or fabricated — implicates confidential financial information that he learned during his employment at AHT. The public disclosure of purported internal financial metrics, combined with the inflammatory characterization of AHT's marketing as "pure fiction," is calculated to damage AHT's reputation and client relationships.
52.  Moreover, the statement "I have the receipts" implies that Farris retains confidential AHT documents or data, further evidencing a violation of the confidentiality covenant.
53.  A forensically preserved screenshot of this post on X is attached hereto as Exhibit D.
D. February 3, 2025 Westmark Health IT Post
54.  On February 3, 2025, Farris published another public post on Westmark Health IT in which he stated, in substance and in pertinent part:
"One of Arbor's top-5 health system clients pays $4.3M/yr and is about to walk. Management knows and is hiding it from investors."
55.  This post is among the most damaging of Farris's public statements. In a single sentence, Farris disclosed: (a) the specific annual contract value of an AHT client ($4.3 million per year); (b) that this client is among AHT's "top-5 health system clients"; (c) that this client is considering terminating its relationship with AHT; and (d) an accusation that AHT management is concealing material information from its investors.
56.  The disclosure of client-specific pricing information — namely, the annual contract value of a top-5 health system client — is a direct and unambiguous violation of the confidentiality provisions of Section 7 of the Separation Agreement. Client-specific annual contract values are among the most closely guarded categories of Confidential Information at AHT. This information is not publicly available, was known to Farris solely by virtue of his former position as CRO, and is of immediate competitive value to Meridian Healthworks and other AHT competitors.
57.  In addition, the accusation that AHT management is "hiding" information from investors is a serious and defamatory statement that implies wrongful or potentially fraudulent conduct by AHT's leadership, in violation of the non-disparagement covenant of Section 6.
58.  A forensically preserved screenshot of this Westmark Health IT post is attached hereto as Exhibit E.
VI. EVIDENCE OF BREACH — PODCAST APPEARANCES
A. January 15, 2025 — The Digital Health Download
59.  On January 15, 2025, Farris appeared as a guest on The Digital Health Download, a podcast focused on the healthcare technology industry. Upon information and belief, this podcast has an estimated twenty-eight thousand (28,000) monthly listeners, a significant portion of whom are healthcare executives, technology buyers, and industry analysts — that is, the very audience of current and prospective AHT clients and stakeholders.
60.  During the interview, Farris made the following statements, among others:
"Arbor Health's platform has serious clinical data integrity issues that they've papered over. I raised this internally and was told to shut up."
61.  Farris further characterized AHT's leadership as "financially motivated to suppress quality concerns." These statements are gravely disparaging. They accuse AHT of having a platform with "serious clinical data integrity issues" — an allegation that, in the healthcare context, raises concerns about patient safety and regulatory compliance. The further assertion that AHT leadership suppressed quality concerns paints a picture of a company that knowingly conceals defects in a clinical product, which could expose AHT to regulatory inquiry, client loss, and severe reputational damage.
62.  A true and correct transcript of the relevant portions of this podcast episode, prepared by Stonebridge Investigative Group LLC from the publicly available audio recording, is attached hereto as Exhibit F.
B. March 4, 2025 — HealthTech Insider
63.  On March 4, 2025, Farris appeared as a guest on the HealthTech Insider podcast, which has an estimated forty-one thousand (41,000) monthly listeners. This podcast has a substantial following among healthcare IT executives, venture capital and private equity investors, and industry consultants.
64.  During this interview, Farris made several statements that constitute breaches of both the non-disparagement and confidentiality covenants of the Separation Agreement. Specifically, Farris:
(a) Stated that AHT's gross margin was "barely 55%" and declining;
(b) Described the AHT product as "legacy tech with a SaaS wrapper"; and
(c) Characterized Dr. Annika Johansson's leadership as "delusional."
65.  Farris's statement regarding AHT's gross margin is materially inaccurate and constitutes the disclosure of confidential financial information. AHT's actual FY 2024 gross margin was 68.7%, as reflected in the Company's audited financial statements prepared by Clearwater Audit Partners LLP. Farris's claimed figure of "barely 55%" understates AHT's actual gross margin by nearly fourteen (14) percentage points. Whether Farris knowingly fabricated this figure to damage AHT or recklessly misstated it, the public disclosure of any purported gross margin figure — a non-public financial metric — constitutes a violation of the confidentiality covenant of Section 7. Moreover, the false and misleading nature of the statement compounds the reputational harm to AHT.
66.  Farris's characterization of the AHT product as "legacy tech with a SaaS wrapper" is a disparaging statement designed to undermine confidence in AHT's technology and competitive position, in violation of Section 6. His description of Dr. Johansson's leadership as "delusional" is a personal attack on AHT's CEO that likewise violates the non-disparagement covenant, which expressly covers statements about AHT's officers.
67.  A true and correct transcript of the relevant portions of this podcast episode, prepared by Stonebridge Investigative Group LLC from the publicly available audio recording, is attached hereto as Exhibit G.
VII. EVIDENCE OF BREACH — CLIENT SOLICITATION
A. Solicitation of Lakeview Regional Health System
68.  Lakeview Regional Health System ("Lakeview") is a large integrated delivery network headquartered in Cleveland, Ohio. Lakeview has been an enterprise client of AHT since 2019. As of the date of this Affidavit, Lakeview's annual contract value with AHT is Four Million Three Hundred Thousand Dollars ($4,300,000). Lakeview's contract renewal date was April 1, 2025.
69.  On November 8, 2024, Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview, in which Farris offered Lakeview a "competitive transition package" at Meridian Healthworks. This email was sent less than three (3) months after the Separation Agreement became effective and well within the twenty-four (24) month non-solicitation period.
70.  AHT obtained a copy of this email through its account management team's routine communications with Lakeview personnel. AHT's designated account executive for the Lakeview relationship was informed by Lakeview personnel of the outreach from Farris and was provided a copy of the email in the course of those communications.
71.  A true and correct copy of Farris's November 8, 2024 email to Dr. Castellano is attached hereto as Exhibit H.
72.  On October 28, 2025, Lakeview formally notified AHT of its intent not to renew its contract. The loss of the Lakeview relationship represents a direct and substantial harm to AHT, both in terms of the $4.3 million in annual recurring revenue at stake and the broader signal that the loss of a marquee enterprise client sends to the market. Upon information and belief, Farris's solicitation was a material factor in Lakeview's decision not to renew.
B. Solicitation of Northbridge Community Health Network
73.  Northbridge Community Health Network ("Northbridge") is a community health organization headquartered in Portland, Maine. Northbridge has been a client of AHT since 2021, with an annual contract value of One Million Six Hundred Thousand Dollars ($1,600,000). Northbridge's contract renewal date was March 1, 2025.
74.  On November 14, 2024, Farris sent a series of direct messages through Westmark Health IT to William Okafor, Chief Technology Officer of Northbridge, soliciting Northbridge's business for Meridian Healthworks. In these messages, Farris leveraged his prior relationship with Okafor — a relationship developed during Farris's tenure as CRO of AHT — to propose that Northbridge transition its population health analytics platform from AHT to Meridian Healthworks.
75.  Preserved copies of these Westmark Health IT direct messages are attached hereto as Exhibit I. These messages were forensically preserved by Stonebridge Investigative Group LLC.
76.  Northbridge declined to renew its contract with AHT effective March 1, 2025. On March 15, 2025, Northbridge signed a new agreement with Meridian Healthworks. The loss of the Northbridge relationship — and its direct migration to AHT's competitor Meridian Healthworks — is a confirmed and concrete harm directly attributable to Farris's solicitation in violation of Section 8 of the Separation Agreement.
C. Solicitation of Prairieland Medical Group, P.C.
77.  Prairieland Medical Group, P.C. ("Prairieland") is an enterprise physician group practice headquartered in Omaha, Nebraska. Prairieland has been a client of AHT since 2020, with an annual contract value of Two Million One Hundred Thousand Dollars ($2,100,000). Prairieland's contract renewal date is July 1, 2025.
78.  On information and belief, on December 2, 2024, Farris placed a telephone call to Thomas Rourke, Chief Executive Officer of Prairieland, to solicit Prairieland's business for Meridian Healthworks. My basis for this belief is communications between AHT's designated account executive for the Prairieland relationship and Prairieland personnel, who informed the AHT account team that Farris had contacted Mr. Rourke directly to discuss a potential migration to Meridian's platform.
79.  As of the date of this Affidavit, Prairieland has not yet made a decision regarding its contract renewal. The Prairieland relationship, representing $2.1 million in annual contract value, remains at risk.
D. Solicitation of Summit Atlantic Health Partners, LLC
80.  Summit Atlantic Health Partners, LLC ("Summit Atlantic") is a multi-hospital health system headquartered in Richmond, Virginia. Summit Atlantic has been an enterprise client of AHT since 2021, with an annual contract value of Three Million Seven Hundred Thousand Dollars ($3,700,000). Summit Atlantic's contract renewal date is September 1, 2025.
81.  On information and belief, on January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic, at a healthcare industry conference in Boston, Massachusetts, to solicit Summit Atlantic's business for Meridian Healthworks. My basis for this belief is communications between AHT's designated account executive for the Summit Atlantic relationship and Summit Atlantic personnel, who informed the AHT account team of the in-person meeting and Farris's solicitation efforts.
82.  As of the date of this Affidavit, Summit Atlantic has not yet made a decision regarding its contract renewal. The Summit Atlantic relationship, representing $3.7 million in annual contract value, remains at risk.
E. Summary of At-Risk and Lost Client Revenue
83.  The following table summarizes the annual contract values associated with the four (4) AHT clients that Farris has solicited in violation of Section 8 of the Separation Agreement:
84.  The total annual contract value at risk from the four solicited clients is Eleven Million Seven Hundred Thousand Dollars ($11,700,000) per year. As of the date of this Affidavit, the confirmed or probable lost annual contract value is Five Million Nine Hundred Thousand Dollars ($5,900,000) per year, consisting of the Northbridge non-renewal ($1,600,000, confirmed) and the Lakeview non-renewal notice ($4,300,000, received October 28, 2025).
85.  These figures represent only the direct, quantifiable revenue impact of Farris's client solicitation. They do not account for the broader competitive harm caused by Farris's disparaging public statements and confidentiality breaches, which have the potential to affect AHT's ability to retain other clients, attract new business, and maintain its market position. Nor do these figures account for the multi-year value of these client relationships, which, given average contract terms and renewal rates, represent a significantly larger total economic loss to AHT.
VIII. EVIDENCE OF BREACH — EMPLOYEE SOLICITATION
86.  In addition to his solicitation of AHT clients, Farris has also violated the non-solicitation of employees provision set forth in Section 9 of the Separation Agreement.
87.  Two senior sales directors who had reported directly to Farris during his tenure as CRO — Renata Solis, Senior Sales Director, Enterprise West, and Jerome Ashworth, Senior Sales Director, Enterprise East — resigned from AHT on February 10, 2025 and February 24, 2025, respectively.
88.  Both Solis and Ashworth subsequently joined Meridian Healthworks, Inc. Upon information and belief, both individuals are now working in senior commercial roles at Meridian, in direct competition with AHT.
89.  AHT has obtained text message evidence demonstrating that Farris contacted both Solis and Ashworth prior to their resignations and actively solicited them to leave AHT and join Meridian Healthworks. These text messages were voluntarily disclosed to AHT's human resources department by another AHT employee who observed the communications. The text messages demonstrate that Farris initiated the contact, described the opportunities available at Meridian, and encouraged both Solis and Ashworth to resign from AHT.
90.  Farris's solicitation of Solis and Ashworth constitutes a clear violation of Section 9 of the Separation Agreement, which prohibits Farris from recruiting, soliciting, or hiring any AHT employee, or encouraging any employee to leave AHT, for a period of twenty-four (24) months following the Effective Date.
91.  The departure of Solis and Ashworth has caused significant disruption to AHT's enterprise sales organization. Both individuals were experienced sales leaders with deep client relationships, institutional knowledge, and responsibility for managing substantial portions of AHT's enterprise revenue. Their departures, and their subsequent employment at a direct competitor, compounded the harm caused by Farris's other breaches.
IX. PRE-SUIT DEMAND AND DEFENDANT'S RESPONSE
A. AHT's Demand Letter
92.  On September 15, 2025, at my direction and over my signature as General Counsel of AHT, a formal pre-suit demand letter was sent to Desmond R. Farris at his residence at 47 Briarcliff Lane, Wellesley, Massachusetts 02481. The letter was sent via certified mail, return receipt requested, and via email to Farris's personal email address.
93.  The demand letter identified, in detail, the breaches of Sections 6 (Non-Disparagement), 7 (Confidentiality), 8 (Non-Solicitation of Clients), and 9 (Non-Solicitation of Employees) of the Separation Agreement, and set forth the factual basis for each identified breach. The letter demanded that Farris immediately: (a) cease all conduct in violation of the Separation Agreement; (b) remove all disparaging posts from Westmark Health IT, X, and any other social media or public platform; (c) seek the retraction or correction of statements made during podcast appearances; and (d) return all AHT Confidential Information in his possession, custody, or control.
94.  The demand letter further advised Farris of AHT's entitlement to the remedies set forth in Section 10 of the Separation Agreement, including cessation of remaining separation payments, return of all separation consideration previously paid, injunctive relief, and liquidated damages.
95.  A true and correct copy of the September 15, 2025 demand letter is attached hereto as Exhibit J.
B. Defendant's Response Through Counsel
96.  On or about October 3, 2025, AHT received a written response to the demand letter from Constance A. Whitfield of Whitfield, Boone & Calloway LLP, located at 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109. Ms. Whitfield indicated that she had been retained to represent Farris in connection with the matters raised in AHT's demand letter.
97.  In her response, Ms. Whitfield denied all material allegations set forth in AHT's demand letter. She asserted that Farris's social media posts and podcast statements were protected by the First Amendment to the United States Constitution and constituted matters of legitimate public interest regarding the healthcare technology industry. She further asserted that the restrictive covenants in the Separation Agreement were overbroad and unenforceable. Ms. Whitfield refused, on behalf of Farris, to comply with any of AHT's demands.
98.  A true and correct copy of Ms. Whitfield's October 3, 2025 response letter is attached hereto as Exhibit K.
C. Continued Violations
99.  Despite the receipt of AHT's formal demand letter and the clear identification of his breaches of the Separation Agreement, Farris has not removed any of the offending social media posts described herein. As of the date of this Affidavit, each of the Westmark Health IT posts and the X post identified in Section V above remain publicly visible on their respective platforms.
100.  Farris has not sought the retraction or correction of any of the statements made during his podcast appearances on The Digital Health Download and HealthTech Insider. Those podcast episodes remain publicly available for streaming and download.
101.  Upon information and belief, Farris has continued to solicit AHT clients and employees in his capacity as Senior Vice President, Commercial Strategy at Meridian Healthworks. The ongoing nature of these violations underscores the urgent need for injunctive relief by this Court.
X. EVIDENCE PRESERVATION EFFORTS
102.  On October 10, 2025, AHT retained Stonebridge Investigative Group LLC ("Stonebridge") to forensically preserve and authenticate the digital evidence of Farris's public statements and communications. Stonebridge's principal is Karen Velasco, and its offices are located at 50 Milk Street, Suite 1600, Boston, Massachusetts 02109. Stonebridge is a digital forensics firm with extensive experience in the preservation and authentication of social media content, online publications, and electronically stored information for use in litigation.
103.  Stonebridge has preserved the evidence described in this Affidavit, including: (a) the Westmark Health IT posts referenced in paragraphs 42-43, 46, and 54-55 above; (b) the X post referenced in paragraph 49 above; (c) the audio recordings of the podcast episodes referenced in paragraphs 59-60 and 63-64 above; and (d) the Westmark Health IT direct messages referenced in paragraph 74 above. Stonebridge has prepared authenticated screenshots and transcripts of these materials, which are attached to this Affidavit as the exhibits referenced herein.
104.  In addition, on September 16, 2025, immediately following the issuance of the demand letter to Farris, I directed AHT's legal department to issue a company-wide litigation hold notice. This notice was distributed to all relevant custodians, including members of the senior leadership team, the enterprise sales organization, the finance department, and the human resources department, and directs the preservation of all documents and electronically stored information related to Farris, the Separation Agreement, the clients and employees identified herein, and the matters at issue in this litigation. AHT has complied with its preservation obligations and will continue to do so throughout this proceeding.
XI. RETENTION OF LITIGATION COUNSEL
105.  On November 17, 2025, AHT retained the law firm of Calderwood & Harkness LLP to pursue all available claims against Farris in connection with his breaches of the Separation Agreement and related tortious conduct. Calderwood & Harkness LLP is located at 100 High Street, 26th Floor, Boston, Massachusetts 02110. The engagement number assigned to this matter is 1010-00005. The responsible partner is Samuel Eklund, and the billing partner is Linda Osei.
106.  On November 19, 2025, Calderwood & Harkness LLP, on behalf of AHT, sent a formal pre-filing demand letter to Constance A. Whitfield at Whitfield, Boone & Calloway LLP. This letter reiterated AHT's position that Farris is in material breach of the Separation Agreement, demanded full compliance with the terms of the Agreement within forty-eight (48) hours, and advised Ms. Whitfield and Farris that, absent such compliance, AHT would file suit and seek emergency injunctive relief, including a temporary restraining order and preliminary injunction.
107.  To date, AHT has received no response to the November 19, 2025 demand letter, and Farris has taken no action to comply with AHT's demands.
XII. LIST OF EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
JURAT
I declare under the pains and penalties of perjury that the foregoing statements are true and correct to the best of my knowledge, information, and belief.
________________________________________
Marcus Tremblay General Counsel, Arbor Health Technologies Inc. 230 Federal Street, Suite 1400 Boston, Massachusetts 02110
Date: November 21, 2025
NOTARIZATION
COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK
Sworn to and subscribed before me this 21st day of November, 2025.
________________________________________
Notary Public
Printed Name: ________
My Commission Expires: ________
[NOTARY SEAL]
ARBOR HEALTH TECHNOLOGIES INC.,
<!-- indent:2 -->Plaintiff,<!-- /indent -->
Civil Action No. ____________
v.
DESMOND R. FARRIS,
<!-- indent:2 -->Defendant.<!-- /indent -->
Component | Amount
Cash Severance (§ 3(a)) | $577,500
COBRA Subsidy (§ 3(b)) | $39,366
Accelerated Equity Vesting (§ 3(c)) | $400,000
Total Separation Consideration | $1,016,866
Client | Location | Annual Contract Value | Renewal Date | Status
Lakeview Regional Health System | Cleveland, OH | $4,300,000 | April 1, 2025 | Non-renewal notice received
Northbridge Community Health Network | Portland, ME | $1,600,000 | March 1, 2025 | Non-renewal confirmed; signed with Meridian
Prairieland Medical Group, P.C. | Omaha, NE | $2,100,000 | July 1, 2025 | At risk
Summit Atlantic Health Partners, LLC | Richmond, VA | $3,700,000 | September 1, 2025 | At risk
Total | $11,700,000
Exhibit | Description
Exhibit A | Separation Agreement and General Release dated August 9, 2024 (effective August 30, 2024) between Arbor Health Technologies Inc. and Desmond R. Farris
Exhibit B | Preserved screenshot of Farris's November 3, 2024 Westmark Health IT post
Exhibit C | Preserved screenshot of Farris's November 18, 2024 Westmark Health IT post
Exhibit D | Preserved screenshot of Farris's December 12, 2024 post on X (formerly Fenmore Solutions)
Exhibit E | Preserved screenshot of Farris's February 3, 2025 Westmark Health IT post
Exhibit F | Transcript of relevant portions of Farris's January 15, 2025 appearance on The Digital Health Download podcast, prepared by Stonebridge Investigative Group LLC
Exhibit G | Transcript of relevant portions of Farris's March 4, 2025 appearance on HealthTech Insider podcast, prepared by Stonebridge Investigative Group LLC
Exhibit H | Copy of Farris's November 8, 2024 email to Dr. Nina Castellano at Lakeview Regional Health System
Exhibit I | Preserved copies of Farris's November 14, 2024 Westmark Health IT messages to William Okafor at Northbridge Community Health Network
Exhibit J | AHT pre-suit demand letter dated September 15, 2025
Exhibit K | Response letter from Constance A. Whitfield of Whitfield, Boone & Calloway LLP dated October 3, 2025