Contract analysis

I. Introduction and Purpose I write in my capacity as the Responsible Partner at Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the matter referenced above. As you are aware, C&H represents the Audit Committee (the "Audit Committee") of the Board of Directors of Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation whose common stock is publicly traded on the Nasdaq Stock Market under th

II. Background and Reference to HSA's June 19, 2023 Communication We acknowledge and appreciate HSA's longstanding role as VHG's independent registered public accounting firm. HSA has served in that capacity since VHG's fiscal year ending December 31, 2019, and we recognize the depth of institutional knowledge that HSA has accumulated regarding VHG's operations, internal controls, and financial reporting practices. T

III. Scope of the Investigation For HSA's reference, and to provide context for the coordination protocols set forth below, we describe briefly the two principal workstreams of the investigation. (a) Revenue-Recognition Irregularities. The first workstream involves a detailed examination of the premature recognition of timeshare-interest deposits at VCR-managed properties, with a particular focus on two properties: (

IV. Information-Sharing Protocol The orderly exchange of relevant information between the investigation team and HSA is essential to ensure that both the investigation and the external audit can proceed effectively. The following protocol is proposed to govern such exchanges. A. Sharing of Information from HSA to the Investigation Team We respectfully request that HSA make available to C&H and Crestline, upon reasona

V. Privilege Protections A. Preservation of Attorney-Client Privilege and Work-Product Protections We wish to emphasize certain critical points regarding the privileged nature of the investigation and the materials generated in connection therewith. The investigation is being conducted under the direction and at the privilege of the Audit Committee of VHG's Board of Directors. Communications between C&H and the Audit

VI. Coordination with Other Parties We wish to make HSA aware of certain other parties involved in this matter to facilitate orderly coordination. VHG's outside securities counsel, Westlake Burris & Holt LLP ("WBH"), is advising VHG on its SEC disclosure obligations in connection with the matters under investigation. The WBH engagement is led by Irene Castellanos, Lead Partner, at WBH's office located at 600 Brickell

VII. Avoidance of Interference with the Investigation To preserve the integrity of the investigation and to avoid potential conflicts with the investigation team's interview schedule and the Upjohn protocols that have been implemented, we respectfully request that HSA refrain from conducting independent interviews, depositions, or other direct contacts with the three investigation subjects — Garrett W. Daskine, Nicol

VIII. Document Preservation As noted above, C&H issued comprehensive document-preservation notices to VHG on a company-wide basis, and to targeted VCR custodians, on July 24, 2023. These notices require the preservation of all documents and electronically stored information potentially relevant to the matters under investigation, and they suspend any routine document-retention or destruction schedules that might othe

IX. Scheduling of Informational Interview with Mr. Gentry As part of its investigation, the C&H team would like to schedule an informational interview with you to discuss HSA's Q1 2023 Interim Review findings in greater detail, including the circumstances surrounding HSA's identification of the $9.8 million revenue-recognition issue, the nature and extent of HSA's communications with VCR finance personnel on that top

X. Confirmation and Acknowledgment We respectfully request that you confirm HSA's agreement to the coordination protocol set forth in this letter by signing and returning the enclosed copy of this letter in the space provided below, or by providing written confirmation via electronic mail to hquinn@calderwoodharkness.com. If HSA has any suggested modifications, clarifications, or additions to the protocol, we would w