Contract analysis

1. Purpose and Summary This memorandum documents the results of the conflicts-of-interest check conducted in connection with the proposed engagement of Verimark Hospitality Group Inc. ("VHG" or the "Prospective Client") for a pre-litigation wage-and-hour audit and scoping-phase advisory engagement. The conflicts review was undertaken in accordance with the Calderwood & Harkness LLP ("C&H" or the "Firm") Conflicts of

2. Proposed Engagement — Overview The following summarizes the material terms and scope of the proposed engagement, as reflected in the new-matter intake form, the draft engagement letter circulated to VHG General Counsel on January 28, 2026, and discussions between the engagement team and VHG's in-house legal department. Client: Verimark Hospitality Group Inc., a corporation organized under the laws of the State of

3. Parties and Entities Searched The following parties, entities, and individuals were run through the C&H ConflictsCheck system and manually reviewed against the Firm's active and closed matter files, lateral hire disclosures, and personal interest disclosures. Each subsection below identifies the party searched, the rationale for its inclusion in the conflicts search, the search terms and variations used, and the r

4. Search Methodology The conflicts search was conducted using the following methodology, in accordance with Calderwood & Harkness LLP's Conflicts of Interest Policy (Firm Policy 3.01) and the procedures established by the Firm's Conflicts Committee. Database Search: All names, short names, aliases, trade names, Employer Identification Numbers, and entity variations identified in Section 3 above were entered into the

5. Engagement-Specific Considerations In addition to the formal conflicts search documented in Sections 3 and 4 above, the engagement team has identified the following engagement-specific considerations that, while not giving rise to conflicts of interest, are noted for the record and for the guidance of the working attorneys on this matter. 5.1 Potential for Adverse Interests Among Non-Client Parties The proposed en

6. Conclusion and Clearance All conflicts searches — automated database searches, manual reviews, lateral hire checks, and office-level inquiries — returned clear results. No actual, potential, or positional conflicts of interest have been identified with respect to the proposed engagement of Verimark Hospitality Group Inc. for the pre-litigation wage-and-hour audit and scoping-phase advisory engagement described her

7. Approval Cleared by: Bernard Crawford, Responsible Partner, Labor & Employment Date: January 29, 2026 Reviewed by: Renata Vasquez, Billing Partner, Labor & Employment Prepared by: Nadia Petrov, Lead Associate, Labor & Employment APPROVED: ________________________________________ Bernard Crawford Responsible Partner, Labor & Employment Calderwood & Harkness LLP Date: January 29, 2026 REVIEWED: _____________________