Contract analysis

I. Purpose and Background I write in my capacity as Responsible Partner, Labor & Employment, at Calderwood & Harkness LLP, to provide Verimark Hospitality Group Inc. ("VHG" or "the Company") with formal outside counsel guidance regarding VHG's document- and data-preservation obligations arising from the threatened wage-and-hour litigation described herein. This letter is addressed to you in your capacity as General C

II. Legal Obligation to Preserve The duty to preserve relevant evidence arises when a party knows or reasonably should know that litigation is likely. Here, VHG's duty to preserve was triggered no later than January 16, 2026, upon receipt of the GLO demand letter, which unambiguously threatened the commencement of a collective and class action in federal court. The receipt of that demand letter placed VHG on clear no

1. Overtime violations under 29 U.S.C. § 207(a), including allegations that VHG failed to compensate hourly, non-exempt employees for all hours worked in excess of forty (40) hours in a workweek at a rate of not less than one and one-half times the employee's regular rate of pay;

2. Illegal automatic meal-break deductions, including allegations that VHG's timekeeping system automatically deducted thirty (30) minutes from employee time records for each shift of six (6) or more hours, regardless of whether the employee was actually relieved of all duties during the meal break;

3. Failure to compensate pre-shift and post-shift work, including allegations that VHG required hourly employees to perform compensable work activities — such as computer boot-up, system logins, shift-handover briefings, and uniform donning and doffing — before clocking in and after clocking out;

4. Florida tipped-employee minimum wage violations, including allegations that VHG failed to pay certain tipped employees the applicable Florida minimum wage, taking into account the tip credit claimed by VHG, and failed to provide adequate notice of the tip credit to affected employees as required under the FLSA and Florida law; and

5. Misclassification of "lead" and "senior" hourly roles under the FLSA administrative exemption, including allegations that VHG improperly classified certain positions designated as "lead" or "senior" as exempt from the FLSA's overtime requirements when such positions did not satisfy the duties test for the administrative exemption under 29 C.F.R. § 541.200. The applicable statutes of limitations determine the tempo

III. Categories of Documents and ESI to Be Preserved The following is a comprehensive, though not necessarily exhaustive, list of the categories of documents and ESI that must be preserved. VHG should preserve all documents and ESI falling within the categories described below for all seven at-issue properties (identified in Section VII) and for the preservation period of January 1, 2021 to the present, unless a diff

I. Internal Audit and Compliance Records VHG must preserve all internal audit reports, compliance reviews, risk assessments, and related work papers that address or relate to wage-and-hour compliance, payroll accuracy, timekeeping practices, or FLSA compliance at any of the seven at-issue properties during the preservation period. This includes reports prepared by or at the direction of the Director of Payroll & Work

IV. Identified Custodians Calderwood & Harkness has identified twenty-three (23) custodians whose documents and ESI must be preserved in connection with the threatened litigation. Each custodian must be notified of the litigation hold, must be instructed regarding their preservation obligations, and must acknowledge in writing their receipt of the litigation-hold notice. The twenty-three identified custodians are as

1. Devin K. Arroyo — General Counsel, VHG (Corporate Headquarters, Tampa, FL)

2. Carla S. Whitfield — Vice President, Human Resources, VHG (Corporate Headquarters, Tampa, FL)

3. Enrique J. Fuentes — Director, Payroll & Workforce Compliance, VHG (Corporate Headquarters, Tampa, FL)

4. Malik P. Jefferson — Corporate IT Administrator, VHG (Corporate Headquarters, Tampa, FL) Property-Level HR Managers (one per at-issue property):

5. Property-Level HR Manager — Verimark Regency Tampa

6. Property-Level HR Manager — Verimark Grand Orlando

7. Property-Level HR Manager — Verimark Shores Clearwater

8. Property-Level HR Manager — Verimark Bayfront St. Petersburg

9. Property-Level HR Manager — Verimark Resort & Spa Boca Raton

10. Property-Level HR Manager — Verimark Oceanview Fort Lauderdale

11. Property-Level HR Manager — Verimark Key West Collection Property-Level General Managers (one per at-issue property):

12. General Manager — Verimark Regency Tampa

13. General Manager — Verimark Grand Orlando

14. General Manager — Verimark Shores Clearwater

15. General Manager — Verimark Bayfront St. Petersburg

16. General Manager — Verimark Resort & Spa Boca Raton

17. General Manager — Verimark Oceanview Fort Lauderdale

18. General Manager — Verimark Key West Collection Department Heads: 19–23. Five (5) department heads across the seven at-issue properties whose departments include hourly, non-exempt employees affected by the categories of allegations in the GLO demand letter, including but not limited to front office, housekeeping, food and beverage, and guest services departments. Calderwood & Harkness will transmit, under separat

V. Data Systems and Repositories Subject to Preservation In addition to preserving documents and ESI by custodian, VHG must ensure that the following data systems and repositories are subject to the litigation hold. For each system, VHG must take all steps necessary to prevent the alteration, deletion, overwriting, or destruction of data within the preservation scope. Luminos TimeTrack — Account ID: LTT-VHG-2022-0041

VI. Specific Preservation Instructions The following specific instructions must be implemented immediately by all relevant VHG personnel. These instructions are mandatory, not discretionary, and apply to all twenty-three identified custodians, all seven at-issue properties, and all data systems and repositories identified in Sections III, IV, and V above. A. Suspend Routine Document Destruction VHG must immediately s

VII. Properties Covered The preservation obligations described in this letter apply to all documents and ESI relating to the following seven at-issue properties identified in the GLO demand letter: The total number of employees across the seven at-issue properties is approximately 2,620, of whom approximately 1,895 are hourly, non-exempt employees. The Verimark Shores Clearwater property (No. 3 above) is owned by Pal

VIII. Coordination with Calderwood & Harkness All questions regarding the scope of the litigation hold, the identification of additional custodians, the preservation of specific categories of documents or ESI, or any other matter relating to VHG's preservation obligations in connection with the threatened litigation should be directed to the following members of the Calderwood & Harkness team: Nadia Petrov Lead Assoc

IX. Relationship to VHG Internal Litigation-Hold Memorandum This letter supplements the internal litigation-hold memorandum issued by VHG's General Counsel's office on January 17, 2026, one day after receipt of the GLO demand letter on January 16, 2026. Calderwood & Harkness acknowledges and commends your office's prompt action in issuing the internal hold notice. However, based on Calderwood & Harkness's review of t

X. Privilege and Confidentiality This letter constitutes a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP in the course of providing legal advice to VHG in anticipation of litigation. The contents of this letter are protected by the attorney-client privilege and the work-product doctrine and should be treated as strictly confidential. The contents of this letter should

XI. Consequences of Non-Compliance Calderwood & Harkness wishes to emphasize, in the strongest possible terms, the serious consequences that can result from a failure to preserve relevant documents and ESI. Courts have consistently held that a party's failure to take reasonable steps to preserve evidence in anticipation of litigation may result in any or all of the following: • Spoliation sanctions under Federal Rule

XII. Closing We request that VHG provide written confirmation of its compliance with the instructions set forth in this letter within five (5) business days of receipt. Calderwood & Harkness stands ready to schedule a conference call or in-person meeting with VHG's legal, human resources, information technology, and payroll teams at the earliest practicable date to discuss the implementation of the litigation hold, t