Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement. (a) "Agreement" means this Master Services Agreement, together with all Exhibits, Schedules, Statements of Work, amendments, and addenda attached hereto or incorporated herein b

Section 1.2 — Interpretation Unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) references to "Articles," "Sections," "Exhibits," and "Schedules" are to articles, sections, exhibits, and schedules of this Agreement; (c) the words "include," "includes," and "including" are deemed to be followed by the phrase "without limitation"; (d) the words "herein," "hereof," and "hereu

Section 2.1 — General Description Triton shall provide electronic discovery and litigation-support services as described in each Statement of Work executed under this Agreement. The services to be provided by Triton shall include, but shall not be limited to, the following: (a) Collection and Ingestion. Collection support and ingestion of ESI from up to eleven (11) custodians, with eight (8) custodians initially desi

Section 2.2 — Investigation Context The services to be provided by Triton under this Agreement relate to Calderwood & Harkness LLP's independent internal investigation conducted on behalf of the Audit Committee of VHG's Board of Directors. The Investigation was opened on July 24, 2023, and concerns the following matters: (a) Premature Revenue Recognition of Timeshare-Interest Deposits. The Investigation is examining

Section 2.3 — Coordination with Forensic Accounting Advisor Triton shall coordinate, as directed by Client, with Crestline Forensic Advisory LLC ("Crestline"), located at 1330 Avenue of the Americas, 28th Floor, New York, NY 10019. Crestline has been retained by Calderwood & Harkness LLP under the Kovel doctrine (see United States v. Kovel, 296 F.2d 918 (2d Cir. 1961)) as the forensic accounting advisor to the Invest

Section 2.4 — Volume Estimates The parties acknowledge the following volume estimates as of the Effective Date, which are provided for planning and fee-estimation purposes and are subject to adjustment as the Investigation progresses: (a) Estimated Collected Documents. Approximately 1.2 million documents are anticipated to be collected from the eight (8) initially designated custodians and any additional data sources

Section 3.1 — Execution of SOWs Each phase or component of the engagement shall be governed by a Statement of Work duly executed by Authorized Representatives of both parties. Each SOW shall expressly reference this Agreement and shall be subject to and governed by the terms and conditions set forth herein. In the event of any conflict between the terms of a SOW and the terms of this Agreement, the terms of this Agre

Section 3.2 — Contents of Each SOW Each Statement of Work shall include, at a minimum, the following information: (a) A detailed description of the services to be performed under the SOW; (b) Identification of custodians and data sources subject to collection; (c) Estimated data volumes (in documents and/or gigabytes); (d) Timeline, milestones, and deliverables; (e) A specific fee schedule or fee cap applicable to th

Section 3.3 — Initial SOW The Initial Statement of Work (SOW No. 1) shall be attached hereto as Exhibit A and is incorporated herein by reference. SOW No. 1 covers the initial collection, processing, hosting, TAR 2.0 implementation, analytics, first-phase production services, and privilege-log support for the Investigation, and is more particularly described in Exhibit A.

Section 3.4 — Amendments Statements of Work may be amended by mutual written agreement of the parties' Authorized Representatives. Any material change in scope, including the addition of custodians, expansion of data sets, additional data sources, or additional production obligations, shall require an amended or supplemental SOW with revised volume estimates, timelines, and fee estimates. Triton shall not perform any

Section 4.1 — Fee Structure Triton's fees for the services described herein are estimated at Four Hundred Eighty-Seven Thousand Dollars ($487,000) in the aggregate for the Initial SOW (SOW No. 1), encompassing processing, hosting, de-duplication, de-NISTing, TAR 2.0 licensing and support, analytics, production services, privilege-log support, and project management. This estimate is based on the volume estimates set

Section 4.2 — Invoicing Triton shall submit detailed monthly invoices to Calderwood & Harkness LLP at the following address: Calderwood & Harkness LLP Attn: Conrad Ashby, Billing Partner 200 South Biscayne Boulevard, Suite 4400 Miami, FL 33131 Invoices may also be submitted electronically to such email address as Client may designate in writing. Each invoice shall include, at a minimum: (a) the Agreement reference an

Section 4.3 — Payment Terms Client shall pay all undisputed invoiced amounts within thirty (30) days of receipt of a conforming invoice. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), calculated from the date payment was due until the date payment is received. Client shall notify Triton in

Section 4.4 — Fee Adjustments The parties acknowledge that the fee estimates set forth in Section 4.1 and Exhibit B are based on the volume estimates set forth in Section 2.4. If actual data volumes exceed the estimates by more than fifteen percent (15%), the parties shall negotiate in good faith an adjusted fee schedule that reflects the increased volumes while maintaining per-unit rates that are consistent with the

Section 4.5 — Taxes All fees set forth in this Agreement and in Exhibit B are exclusive of any applicable federal, state, or local sales, use, excise, value-added, or other taxes, levies, or assessments (collectively, "Taxes"). Any such Taxes that Triton is required by law to collect from Client shall be invoiced separately and clearly identified on each invoice. Client shall be responsible for payment of such Taxes,

ARTICLE 5: CONFIDENTIALITY AND DATA SECURITY

Section 5.1 — Confidentiality Obligations Triton shall maintain all Confidential Information in strict confidence and shall not disclose, disseminate, publish, or otherwise make available any Confidential Information to any third party without the prior written consent of Client. This obligation of confidentiality shall extend to all forms and derivatives of Confidential Information, including summaries, analyses, co

Section 5.2 — Permitted Disclosures Triton may disclose Confidential Information only to those of its employees, contractors, subcontractors, and agents who: (a) have a bona fide need to know such information in order to perform services under this Agreement; (b) have been informed of the confidential and privileged nature of the information; and (c) are bound by written confidentiality obligations that are at least

Section 5.3 — Attorney-Client Privilege and Work Product Triton acknowledges and agrees that substantial portions of the Data constitute materials that are protected by the attorney-client privilege, the attorney work-product doctrine, or both. Triton further acknowledges that other portions of the Data may be protected by joint-defense or common-interest privileges. Triton shall implement and maintain technical and

Section 5.4 — Data Security Standards Triton shall maintain, at its own cost and expense, data-security standards that meet or exceed the following requirements throughout the term of this Agreement: (a) Certifications. Triton shall maintain a current SOC 2 Type II certification (or equivalent industry-recognized certification) for its data-center and hosting environments, and shall provide copies of its most recent

Section 5.5 — Security Incident Notification In the event that Triton discovers or reasonably suspects any security incident, data breach, unauthorized access to, loss of, theft of, or compromise of Confidential Information or Data (collectively, a "Security Incident"), Triton shall notify Client within twenty-four (24) hours of such discovery or reasonable suspicion. Such notification shall be directed to Howard Qui

Section 5.6 — Insider-Trading Prohibition Triton and its personnel acknowledge that, in the course of performing services under this Agreement, they may receive or have access to material non-public information ("MNPI") concerning VHG (Nasdaq: VMRK), including but not limited to information regarding VHG's financial condition, accounting practices, internal controls, regulatory proceedings, and the findings of the In

ARTICLE 6: DATA HANDLING AND CHAIN OF CUSTODY

Section 6.1 — Data Ingestion Triton shall receive Data via encrypted electronic transfer (using secure file-transfer protocols approved by Client) or via secure courier delivery of encrypted media. Data may be provided to Triton by Client, by Client's designees (including VHG IT department personnel acting at Client's direction), or by Crestline Forensic Advisory LLC acting at Client's direction. Upon receipt of any

Section 6.2 — Processing Protocols Triton shall process all Data in accordance with the e-discovery protocol established by Client, as set forth in the E-discovery Protocol & TAR Methodology Memorandum dated August 4, 2023 (the "Protocol Memorandum"), a copy of which shall be provided to Triton upon execution of this Agreement. Processing shall include, at a minimum, the following steps: (a) De-Duplication. De-duplic

Section 6.3 — Chain of Custody Documentation Triton shall maintain a complete and accurate chain-of-custody log for all Data from the point of initial ingestion through final return or destruction, including all transfers, movements, access events, and dispositions. The chain-of-custody log shall be maintained in sufficient detail to support the admissibility of the Data and any documents derived therefrom under the

Section 6.4 — Quality Control Triton shall implement and maintain quality-control procedures designed to ensure the accuracy and reliability of all processing operations. Such procedures shall include, at a minimum: (a) random sampling of processed documents to verify the accuracy of text extraction, OCR output, and metadata integrity; (b) verification of de-duplication results through spot-check comparisons; (c) val

ARTICLE 7: TECHNOLOGY-ASSISTED REVIEW (TAR 2.0)

Section 7.1 — TAR Implementation Triton shall implement a TAR 2.0 continuous active learning (CAL) workflow on the Review Platform as directed by Client. The TAR 2.0 workflow shall be configured and operated in accordance with the Protocol Memorandum and such additional instructions as Client may provide from time to time. Seed-set development and initial model training shall be conducted under the direct supervision

Section 7.2 — Validation and Metrics Triton shall provide recall, precision, and F1-score metrics to Client at intervals determined by Client, but no less frequently than at the conclusion of each major training iteration or review phase. Quality-control sampling shall be performed by Triton, under Client's direction, to validate TAR model performance before any production or privilege review is deemed complete. The

Section 7.3 — Review Platform Access Triton shall provision individual user accounts on the Review Platform for members of the Calderwood & Harkness review team, including partners, associates, paralegals, and contract reviewers as designated by Client. Each user account shall be configured with role-based permissions as specified by Client, and all accounts shall require multi-factor authentication. Upon Client's wr

Section 8.1 — Production Specifications Triton shall produce documents in the formats specified by Client, which may include any or all of the following: (a) single-page TIFF images with associated extracted-text files (one text file per document); (b) multi-page PDF files; (c) native files for specified file types, including but not limited to Microsoft Excel spreadsheets (.xls, .xlsx), Microsoft Northgate Services

Section 8.2 — Redaction Support Triton shall provide redaction functionality on the Review Platform, including both manual redaction tools (enabling reviewers to apply redaction boxes to specific areas of document images) and automated redaction capabilities (enabling batch redaction based on search terms, patterns, or coding designations). Redactions shall be applied to support Client's privilege redactions and any

Section 8.3 — Privilege-Log Support Triton shall extract and compile the metadata fields necessary to populate privilege-log entries for documents designated as privileged or work-product protected by Client's review team. Based on current estimates, approximately 4,218 documents are anticipated to require privilege-log entries. The metadata fields to be extracted for privilege-log purposes shall include, at a minimu

ARTICLE 9: PERSONNEL AND PROJECT MANAGEMENT

Section 9.1 — Triton Project Team Triton shall assign a dedicated project manager and technical lead to the Investigation engagement. The project manager shall serve as the primary point of contact for day-to-day project coordination, status reporting, and operational matters. The technical lead shall be responsible for overseeing processing operations, TAR configuration and support, analytics, and production workflo

Section 9.2 — Client Points of Contact The following individuals shall serve as Client's designated points of contact for purposes of this Agreement: (a) Day-to-Day Supervision. Liam Donahue, Lead Associate, shall serve as the primary Client contact for day-to-day supervision of Triton's performance, including direction of processing, TAR workflow, review, and production activities. (b) Technical and Review Coordinat

Section 9.3 — Background Checks Triton represents and warrants that all Triton personnel (including employees, contractors, and subcontractors) who will have access to the Data or Confidential Information in connection with the performance of services under this Agreement have undergone background checks consistent with industry standards for providers of electronic discovery services to law firms and corporate clien

ARTICLE 10: REPRESENTATIONS AND WARRANTIES

Section 10.1 — Triton Representations and Warranties Triton represents and warrants to Client as follows: (a) Organization and Authority. Triton is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York, and has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. (b) No Conflicts of Interest. Triton represents

Section 10.2 — Client Representations and Warranties Client represents and warrants to Triton as follows: (a) Organization and Authority. Client is a limited liability partnership duly organized and validly existing under the laws of the State of Florida, and has full power and authority to enter into this Agreement and to perform its obligations hereunder. (b) Audit Committee Authorization. Client has been duly auth

Section 11.1 — Triton Indemnification of Client Triton shall indemnify, defend, and hold harmless Client and its partners, members, associates, employees, agents, and representatives (collectively, "Client Indemnitees") from and against any and all losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs of investigation and defense) (collectively, "Los

Section 11.2 — Client Indemnification of Triton Client shall indemnify, defend, and hold harmless Triton and its officers, directors, employees, and agents (collectively, "Triton Indemnitees") from and against any and all Losses arising out of or relating to any breach by Client of any representation, warranty, covenant, or obligation under this Agreement, provided that Triton has performed its obligations in accorda

Section 11.3 — Limitation of Liability Except as expressly provided in this Section 11.3, the aggregate liability of either party to the other party for any and all claims arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Client to Triton under this Agreement. Notwithstanding the foregoing, the limitation of liability set forth in this Section 11.3 shall not apply to: (a)

Section 12.1 — Triton Insurance Requirements Triton shall procure and maintain, at its own cost and expense, throughout the term of this Agreement and for a period of two (2) years following the expiration or termination of this Agreement, the following insurance coverage with carriers rated A- VII or better by A.M. Best: (a) Commercial General Liability Insurance. Coverage with limits of not less than Five Million D

ARTICLE 13: TERM AND TERMINATION

Section 13.1 — Term This Agreement shall be effective as of August 1, 2023 (the "Effective Date"), and shall remain in full force and effect until the earliest to occur of: (a) the completion of all services under all Statements of Work executed hereunder and the satisfaction of all obligations of the parties arising therefrom; (b) the mutual written agreement of the parties to terminate this Agreement; or (c) termin

Section 13.2 — Termination for Convenience Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. In the event of termination for convenience by Client, Client shall pay Triton for all services rendered and costs properly incurred through the effective date of termination, including prorated hosting fees for the month in which termination becomes effe

Section 13.3 — Termination for Cause Either party may terminate this Agreement immediately upon written notice to the other party if the other party: (a) materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the nature of the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, files or has f

Section 13.4 — Effect of Termination Upon the termination or expiration of this Agreement for any reason, Triton shall: (a) promptly cease performing services under all outstanding SOWs, except as otherwise directed by Client during any transition period; (b) return or securely destroy all Data and Confidential Information in its possession, custody, or control in accordance with Article 14 and as directed by Client;

ARTICLE 14: DATA RETURN AND DESTRUCTION

Section 14.1 — Return of Data Upon the completion of all services under this Agreement or upon the termination of this Agreement, and upon Client's written instruction, Triton shall return all Data and Confidential Information to Client, in such format and via such method as Client may specify, including but not limited to encrypted electronic transfer or delivery of encrypted storage media via secure courier. The re

Section 14.2 — Destruction of Data Upon Client's written instruction (and not before), following the return of Data or in lieu of return, Triton shall securely destroy all copies of Data and Confidential Information in its possession, custody, or control, including all copies stored on primary servers, backup servers, backup tapes, disaster-recovery systems, and any other storage media. Destruction shall be performed