Contract analysis

I. Purpose and Authority I write on behalf of the Audit Committee of the Board of Directors (the "Audit Committee") of Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation whose common stock is publicly traded on the Nasdaq Global Select Market under the ticker symbol "VMRK," and which maintains its principal executive offices at 4100 Bayshore Boulevard, Suite 1200, Tampa, Florida 33611. As you are aware,

II. Background — Investigation Context As you know, on July 24, 2023, the Audit Committee authorized Calderwood & Harkness LLP to conduct an internal investigation (the "Investigation") into expense-reporting irregularities and premature revenue-recognition practices at VCR. The Investigation was prompted by a communication dated June 19, 2023, from Hargrove, Steen & Aldrich LLP ("HSA"), VHG's independent registered

III. Grounds for Termination — For Cause The Investigation, which included the review of approximately 1.4 million documents and electronically stored information, interviews of twenty-three current and former employees and contractors, and forensic accounting analysis performed by Crestline Forensic Advisory LLC, identified the following categories of misconduct attributable to Ms. Prescott. The Audit Committee has

IV. Effective Date and Logistics of Termination Ms. Prescott's employment with VCR and VHG is terminated for cause effective as of December 18, 2023. Ms. Prescott's administrative leave, which has been in effect since August 7, 2023, concludes simultaneously with the termination of her employment on this date. All compensation, benefits, and perquisites provided to Ms. Prescott by VCR or VHG shall cease as of the ter

V. Post-Termination Obligations A. Continuing Confidentiality Obligations Ms. Prescott remains bound by all confidentiality, non-disclosure, and non-disparagement provisions contained in her employment agreement and any ancillary agreements entered into between Ms. Prescott and VHG or VCR, including, without limitation, the Proprietary Information and Inventions Assignment Agreement executed by Ms. Prescott on March

VI. Regulatory and Disclosure Context For your reference, VHG filed a Current Report on Form 8-K with the Securities and Exchange Commission on August 14, 2023, under Item 4.02 ("Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review"), disclosing that VHG's previously issued consolidated financial statements for fiscal year 2022 (specifically the quarters ended S

VII. Reservation of Rights VHG and VCR expressly reserve all rights and remedies available to them, whether at law, in equity, or under contract, including but not limited to claims for breach of fiduciary duty, breach of contract, fraud, constructive fraud, conversion, unjust enrichment, civil conspiracy, and any other cause of action arising from or related to Ms. Prescott's conduct as described in this letter. Not

VIII. Request for Acknowledgment We request that you confirm receipt of this letter and acknowledge the termination of Ms. Prescott's employment on behalf of your client at your earliest convenience, and in any event no later than December 22, 2023. Please direct all further communications regarding Ms. Prescott's termination, post-termination obligations, and any related matters to the undersigned at the following c