Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") writes to confirm the retention of Crestline Forensic Advisory LLC ("Crestline") as forensic accounting advisor to C&H in connection with the matter described below. This letter sets forth the terms and conditions governing Crestline's engagement and the relationship between Crestline and C&H. We ask that you review this letter

2. Kovel Doctrine — Privilege Framework The parties acknowledge and agree that Crestline's engagement is structured as a "Kovel" retention, pursuant to and in accordance with the principles established by the United States Court of Appeals for the Second Circuit in United States v. Kovel, 296 F.2d 918 (2d Cir. 1961), and its progeny. The Kovel doctrine recognizes that the attorney-client privilege may extend to commu

3. Client Identification The parties acknowledge and agree that the client in this matter is the Audit Committee of the Board of Directors of VHG, acting in its capacity as an independent committee of the Board. The client is not VHG management, not any individual officer or director of VHG or VCR (whether in his or her individual or official capacity), and not VCR or any other subsidiary or affiliate of VHG. This di

4. Scope of Services Crestline shall provide the forensic accounting analysis and advisory services described in this Section 4, under the supervision and at the direction of C&H counsel. The scope of services may be adjusted by C&H from time to time as the Investigation progresses, and any material expansion of scope will be confirmed in writing. Crestline shall not undertake any work outside the scope described her

5. Crestline Engagement Team Crestline shall assign the following professionals to serve as the core members of the Crestline engagement team for this matter: • Engagement Partner: Douglas Reinhardt, CPA, CFF • Senior Manager: Priya Venkatesh, CPA C&H has selected Crestline for this engagement in significant part based on the qualifications, experience, and availability of Mr. Reinhardt and Ms. Venkatesh, who will be

6. C&H Engagement Team / Points of Contact The C&H professionals responsible for this matter are as follows: • Responsible Partner: Howard Quinn • Billing Partner: Conrad Ashby • Lead Associate: Liam Donahue • Working Associate: Steven Hollander Day-to-day direction of Crestline's work will be provided primarily by Howard Quinn and Liam Donahue. Crestline should direct substantive questions, requests for authorizatio

7. Fees and Billing Arrangements 7.1 Flat Fee Crestline shall perform the services described in Section 4 of this letter for a flat fee of $1,150,000 (one million one hundred fifty thousand dollars) (the "Flat Fee"). The Flat Fee covers all professional time expended by Crestline personnel on this engagement up to a maximum of 4,500 professional hours across all Crestline personnel assigned to the engagement, regardl

8. Document Handling and Data Security The Investigation will involve the collection, review, and analysis of substantial volumes of documents, data, and electronically stored information ("ESI"), much of which may be sensitive, proprietary, or subject to legal privilege. Crestline acknowledges the critical importance of maintaining the security and integrity of such materials and agrees to comply with the following

9. Confidentiality Obligations All information provided to Crestline in connection with this engagement, whether provided by C&H, by VHG (through C&H), or obtained by Crestline in the course of performing services hereunder, including without limitation all financial data, accounting records, business information, strategic plans, employee information, legal analyses, investigation findings, and Crestline Work Produc

10. Independence and Conflicts Crestline represents and warrants to C&H as follows: (a) Crestline has conducted a thorough conflicts check in accordance with its standard policies and procedures with respect to the following entities and individuals: VHG and its subsidiaries and affiliates (including VCR); each member of VHG's Board of Directors; each named executive officer of VHG and VCR; HSA; Westlake Burris & Hol

11. Limitations on Testimony and Expert Retention Crestline is retained under this engagement letter as a consulting forensic accounting advisor, and not as a testifying expert. The distinction between consulting and testifying roles is critical to the preservation of the privilege protections described in Section 2. Accordingly, the parties agree as follows: (a) Crestline shall not provide testimony, whether by depo

12. Term and Termination This engagement shall commence on the date of Crestline's countersignature below (the "Effective Date") and shall continue until the earliest to occur of the following: (a) completion of all services described in this letter, as determined by mutual agreement of the parties; (b) written notice of termination delivered by C&H to Crestline, which may be given by C&H at any time, with or without

13. No Third-Party Beneficiaries This engagement letter is entered into solely for the benefit of C&H and Crestline. No third party, including without limitation VHG, the Audit Committee, any member of the Board, any officer or employee of VHG or VCR, HSA, Westlake Burris & Holt LLP, or any other person or entity, is an intended third-party beneficiary of this letter, and no such third party shall have any rights, cl

14. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter or the services provided hereunder shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New Y

15. Entire Agreement / Amendments This letter, together with Exhibit A (Form of Confidentiality Undertaking) attached hereto and incorporated herein by reference, constitutes the entire agreement between C&H and Crestline with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, discussions, negotiations, representations, and understandings, whether oral or written, relating t

16. Counterparts and Electronic Signatures This engagement letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by facsimile, PDF, or other electronic transmission shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original signed copy. We

1. Kovel Privilege Framework. I acknowledge that Crestline has been retained by C&H as a forensic accounting advisor under the Kovel privilege framework, as described in Section 2 of the Engagement Letter. I understand that all work performed by Crestline in connection with this engagement is conducted under the supervision and at the direction of C&H counsel for the purpose of assisting C&H in rendering legal advice

2. Privilege Markings. I acknowledge my obligation to mark all written work product that I prepare or contribute to in connection with this engagement, including all drafts, notes, working papers, memoranda, analyses, schedules, spreadsheets, charts, exhibits, electronic files, and correspondence, with the following legend or a substantially similar legend: "PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF

3. Prohibition on Unauthorized Disclosure. I acknowledge and agree that I shall not disclose any information related to this engagement, including without limitation the existence, scope, or substance of the Investigation, any Crestline Work Product, any documents or data received from or through C&H, or any information obtained through witness interviews or document review, to any person or entity other than authori

4. Compliance with Engagement Letter. I have read and understand the terms of the Engagement Letter, including without limitation the provisions relating to the Kovel privilege framework (Section 2), document handling and data security (Section 8), confidentiality obligations (Section 9), and limitations on testimony (Section 11). I agree to comply fully with all such provisions in the performance of my duties on thi

5. Survival. I acknowledge that my obligations under this Confidentiality Undertaking shall survive the termination or expiration of the engagement and my departure from Crestline, and shall remain in full force and effect unless and until C&H notifies Crestline in writing that such obligations have been released.

6. Notification of Compelled Disclosure. In the event that I receive a subpoena, court order, or other legal process requiring or purporting to require disclosure of information related to this engagement, I shall immediately notify my supervisor at Crestline and shall not produce or disclose any information until Crestline and C&H have had a reasonable opportunity to seek appropriate protective relief. IN WITNESS WH