Contract analysis

I. Purpose and Background This memorandum documents the e-discovery protocol and technology-assisted review ("TAR") methodology adopted for the internal investigation conducted by Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") on behalf of the Audit Committee of the Board of Directors of Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation publicly traded on the Nasdaq Global Select Mark

II. E-discovery Vendor A. Vendor Identification The Firm has engaged Triton discovery Solutions Inc. ("Triton") as the e-discovery vendor for this investigation. Triton's principal offices are located at 500 Seventh Avenue, 14th Floor, New York, New York 10018. Triton was selected following a competitive evaluation of three qualified vendors, based on Triton's demonstrated capabilities in handling large-scale interna

III. Custodian Identification and Collection A. Custodian Identification Calderwood & Harkness identified eleven (11) custodians whose files are potentially relevant to one or both investigative workstreams. Custodian identification was conducted through the following methodologies: • Review of VHG and VCR organizational charts, reporting structures, and corporate hierarchy documents provided by VHG's General Counsel

IV. Processing and Culling Following collection, Triton processed the approximately 1.2 million collected documents through a series of automated and semi-automated culling steps designed to reduce the document population to a manageable review set while preserving all potentially relevant materials. The processing steps are described below. A. De-Duplication. Triton performed global de-duplication across all custodi

V. Search-Term Protocol A. Development of Search Terms The search-term protocol for this investigation was developed by Liam Donahue and Steven Hollander, in consultation with Howard Quinn and with input from the forensic accounting team at Crestline Forensic Advisory LLC, specifically Douglas Reinhardt and Priya Venkatesh. The search terms were designed to identify documents relating to both investigative workstream

1. Identification of key concepts, entities, individuals, transactions, and terminology relevant to each investigative workstream, based on the Firm's preliminary understanding of the facts as developed through initial interviews with VHG management, review of VCR organizational documents, and Crestline's preliminary analysis of VCR financial data;

2. Translation of those key concepts into specific search terms and search-term combinations, incorporating known terminology used within VCR's finance and operations departments, relevant statutory and accounting-standards references, property names and addresses, vendor names and identifiers, and other terms of art;

3. Application of Boolean connectors and proximity operators to refine search-term combinations and reduce over-inclusiveness; and

4. Validation of the search terms through a search-term testing exercise on a random sample of 500 documents from the post-processing universe, as described in Section V.D below. The complete search-term list, including all Boolean syntax and proximity operators, is set forth in Appendix B to this memorandum. The following subsections summarize the principal categories of search terms organized by investigative works

VI. Technology-Assisted Review (TAR) 2.0 Protocol A. Selection of TAR 2.0 (Continuous Active Learning) The investigation team selected a TAR 2.0 continuous active learning ("CAL") methodology for the document review, rather than a TAR 1.0 simple passive learning methodology (also referred to as a "seed-set" approach). This decision was based on the following considerations: (1) Volume. The post-processing document un

VII. Quality Control and Validation The Firm implemented a multi-layered quality-control and validation program to ensure the accuracy and defensibility of the TAR 2.0 review. The key components of this program are described below. A. Elusion Testing Upon stabilization of the TAR 2.0 model — defined as the point at which fewer than 5% of newly reviewed documents in a given coding batch were coded as Relevant by the r

VIII. Document Coding and Issue Tagging Taxonomy The following coding taxonomy was applied to all documents reviewed in the investigation. The taxonomy was designed to facilitate both the investigation team's analysis of the document population and the potential production of documents to the SEC or other regulatory bodies. A. Relevance Coding All documents in the review population were coded to one of the following

IX. Production and Export Protocols A. Internal Production to Crestline Relevant financial records, transactional documents, purchase orders, invoices, vendor-related communications, and other documents identified as pertinent to Crestline's forensic accounting analysis are produced to Crestline Forensic Advisory LLC on a rolling basis via secure export from the Triton platform. All documents produced to Crestline ar

X. Data Preservation and Chain of Custody The integrity and defensibility of the investigation's document collection, processing, review, and production activities depend on the maintenance of a rigorous chain-of-custody protocol. Triton discovery Solutions Inc. is responsible for maintaining a documented chain of custody for all ESI from the point of collection through processing, hosting, review, and any production