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 Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. (a) "Agreement" means this Cooperation Agreement, including all recitals and exhibits hereto, as may be amended or modified from time to time in accordance with Section 10.2.

ARTICLE II — COOPERATION OBLIGATIONS

Section 2.1 — General Cooperation Obligation. Serrano agrees to cooperate fully, truthfully, completely, and promptly with the Company, Investigation Counsel, Crestline, and the Audit Committee in connection with the Investigation and any Related Proceedings. Such cooperation shall be provided without the necessity of a subpoena or other compulsory process, and Serrano shall use his best efforts to make himself avail

Section 2.2 — Truthful Testimony and Statements. Serrano shall provide complete, truthful, and accurate information in all interviews, testimony, depositions, declarations, affidavits, and communications with Investigation Counsel, Crestline, the Audit Committee, and any Government Authority. Serrano shall not knowingly make any false, misleading, or materially incomplete statement of fact in connection with the Inve

Section 2.3 — Interviews. Serrano shall make himself available for additional interviews by Investigation Counsel, and by Crestline at the direction of Investigation Counsel, at reasonable times and locations upon reasonable advance notice, which shall generally be not less than five (5) business days. Serrano acknowledges that his first interview in connection with the Investigation occurred on September 27, 2023, a

Section 2.4 — Document Production. Serrano shall promptly produce to Investigation Counsel all documents, records, electronically stored information ("ESI"), and tangible things in his possession, custody, or control that are requested by Investigation Counsel and that relate to the subject matter of the Investigation. This obligation includes, without limitation, the production of documents and information relating

Section 2.5 — Cooperation with Government Authorities. If requested by the Company or Investigation Counsel, or if compelled by lawful subpoena, court order, or other legal process, Serrano shall cooperate with any Government Authority investigating matters related to the subject matter of the Investigation, including the SEC Division of Enforcement in connection with preliminary inquiry File No. HO-14237 and any for

Section 2.6 — No Contact with Subjects. During the Cooperation Period, Serrano shall not, directly or indirectly, communicate with Garrett W. Daskine, Nicole Prescott, or their respective counsel—Merritt & Dunleavy LLP (representing Daskine) and Langford Pace LLP (representing Prescott)—or any agent, representative, or family member of either Subject, regarding the subject matter of the Investigation, the existence o

Section 2.7 — Confidentiality of Cooperation. Serrano shall maintain the confidentiality of the Investigation, including the substance of his interviews and any documents produced, and of his cooperation under this Agreement. Serrano shall not disclose the existence or terms of this Agreement, or any information learned in the course of his cooperation, except: (a) to Serrano's Counsel, Marco A. Ruiz, and attorneys a

ARTICLE III — EMPLOYMENT TERMINATION

Section 3.1 — Termination of Employment. VHG shall terminate Serrano's employment with VCR on a non-cause basis (the "Separation"), effective on a date to be determined by the Company in its sole discretion, which date shall be no later than December 31, 2023 (the "Separation Date"). The Company shall provide Serrano with written notice of the Separation Date at least five (5) business days in advance thereof. The ch

Section 3.2 — Separation Benefits. Subject to (i) Serrano's execution and non-revocation of the General Release set forth in Article V, (ii) Serrano's continued compliance with the terms of this Agreement, including his cooperation obligations under Article II, and (iii) the occurrence of the Separation Date, VHG shall provide Serrano with the following separation benefits: (a) Salary Continuation. Continuation of Se

Section 3.3 — No Additional Compensation. Except as expressly provided in Section 3.2 of this Agreement, Serrano shall not be entitled to receive, and hereby waives any claim to, any further compensation, severance pay, bonus (including any annual or quarterly incentive bonus), commission, equity award (including stock options, restricted stock units, or other equity-based compensation), vacation pay (other than accr

Section 3.4 — Return of Company Property. Within five (5) business days following the Separation Date, Serrano shall return to the Company all Company property in his possession, custody, or control, including but not limited to laptop computers, tablet devices, mobile phones, access badges, identification cards, keys, key fobs, credit cards, files, documents (whether in paper or electronic format), electronically st

Section 3.5 — Clawback Reservation. Notwithstanding the non-cause characterization of the Separation or any other provision of this Agreement, VHG expressly reserves all rights under any applicable clawback policy, including without limitation the VHG Executive Compensation Clawback Policy adopted in compliance with Section 10D of the Securities Exchange Act of 1934, SEC Rule 10D-1, and Nasdaq Listing Rule 5608, to r

ARTICLE IV — COMPANY OBLIGATIONS

Section 4.1 — Non-Cause Characterization. VHG agrees that, so long as Serrano is in material compliance with the terms and conditions of this Agreement, VHG shall characterize and treat Serrano's Separation as a non-cause termination for all purposes, including in any communications with third parties, responses to background inquiries, and employment references. In the event VHG receives a reference inquiry regardin

Section 4.2 — Reasonable Cooperation by VHG. VHG shall, through Investigation Counsel, provide Serrano and Serrano's Counsel with reasonable advance notice of interview requests, reasonable scheduling accommodations to minimize disruption to Serrano's personal and professional affairs, and reasonable access to relevant documents in the Company's possession, custody, or control that Serrano may reasonably need to revi

Section 4.3 — Indemnification and Advancement. To the extent provided by VHG's Amended and Restated Certificate of Incorporation, Second Amended and Restated Bylaws, and applicable law, including Section 145 of the Delaware General Corporation Law, Serrano shall be entitled to advancement of reasonable legal fees and expenses incurred by Serrano in connection with Related Proceedings, subject to the execution by Serr

Section 4.4 — No Voluntary Referral. VHG agrees that it will not voluntarily refer Serrano to any Government Authority for criminal prosecution based solely on information provided by Serrano pursuant to this Agreement; provided, however, that: (a) this provision shall not apply, and VHG shall have no obligation hereunder, if Serrano breaches his cooperation obligations under Article II, provides false or misleading

Section 5.1 — Release by Serrano. Effective upon the Separation Date, and in consideration of the separation benefits provided under Section 3.2 and the other promises and covenants contained in this Agreement, Serrano, on behalf of himself and his heirs, executors, administrators, successors, and assigns, hereby irrevocably and unconditionally releases and forever discharges VHG, VCR, and each of their respective pa

Section 5.2 — Release by VHG. Effective upon the Separation Date and expressly conditioned on Serrano's continued compliance with the terms of this Agreement, including his cooperation obligations under Article II, VHG, on behalf of itself and VCR, hereby releases Serrano from civil claims for monetary damages arising solely from the expense-reimbursement irregularities identified in the Investigation, specifically t

Section 5.3 — ADEA / OWBPA Compliance. To the extent that Serrano's release in Section 5.1 encompasses any claims under the Age Discrimination in Employment Act of 1967 ("ADEA"), the following provisions shall apply in accordance with the Older Workers Benefit Protection Act ("OWBPA"): (a) Serrano acknowledges that he has been advised, and hereby is advised, to consult with an attorney prior to executing this Agreeme

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations and Warranties by Serrano. Serrano hereby represents and warrants to VHG, the Audit Committee, and Investigation Counsel, as of the Effective Date, as follows: (a) Full Disclosure. Serrano has made full and truthful disclosure to Investigation Counsel of all material facts within his knowledge relating to the matters under investigation, including without limitation the creation and proc

Section 6.2 — Representations and Warranties by VHG. VHG hereby represents and warrants to Serrano, as of the Effective Date, as follows: (a) Authority. Patricia Navarro, as General Counsel of VHG, is duly authorized to negotiate and execute this Agreement on behalf of VHG and VCR, acting at the direction and with the approval of the Audit Committee. (b) Authorization. The execution, delivery, and performance of this

ARTICLE VII — BREACH AND REMEDIES

Section 7.1 — Material Breach by Serrano. A material breach of this Agreement by Serrano shall include, without limitation, any of the following: (a) failure to cooperate fully, truthfully, and promptly as required by Article II of this Agreement; (b) providing false, misleading, or materially incomplete information or testimony in connection with the Investigation or any Related Proceedings; (c) destroying, conceali

Section 7.2 — Determination of Breach. Any initial determination regarding whether a material breach has occurred shall be made by the Audit Committee in consultation with Investigation Counsel. The Audit Committee shall provide Serrano and Serrano's Counsel with a written statement setting forth the factual basis for its determination. Serrano shall have the right to challenge any such determination through the disp

ARTICLE VIII — RESTRICTIVE COVENANTS

Section 8.1 — Confidentiality. Serrano shall not, during the Cooperation Period or at any time thereafter, use, disclose, or permit the disclosure of any Confidential Information (as defined below) of VHG, VCR, or any of their affiliates, except as required in connection with his cooperation obligations under Article II or as compelled by applicable law or legal process. For purposes of this Agreement, "Confidential

Section 8.2 — Non-Disparagement. Serrano shall not, during the Cooperation Period or at any time thereafter, make or publish, or cause or encourage any other person to make or publish, any statement, whether written or oral, that disparages, defames, or casts in an unfavorable light VHG, VCR, or any of their past, present, or future officers, directors, employees, agents, products, services, business practices, or re

Section 8.3 — Protected Rights. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall prohibit or restrict Serrano from: (a) reporting possible violations of federal, state, or local law or regulation to any Government Authority, including the SEC, the DOJ, the IRS, or any state attorney general, or making any other disclosures that are protected under the whistleblower provisions of

ARTICLE IX — DISPUTE RESOLUTION

Section 9.1 — Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Notwithstanding the foregoing, quest

Section 9.2 — Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved in accordance with the following procedures: (a) Negotiation. The Parties shall first attempt to resolve the dispute through good-faith negotiation between their respective counsel, commencing upon written notice by one Party to the other

Section 9.3 — Attorneys' Fees. In any arbitration, litigation, or other proceeding to enforce, interpret, or construe any provision of this Agreement, the substantially prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees and costs, including expert witness fees, arbitration fees, and costs of appeal, in addition to any other relief to which such Party may be enti

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Entire Agreement. This Agreement, together with any exhibits, schedules, or attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, agreements, and communications, whether written or oral, between the Parties relating to the subject matter hereof. There

Section 10.2 — Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Parties. No oral modification or waiver of any provision of this Agreement shall be effective for any purpose.

Section 10.3 — Severability. If any provision of this Agreement, or the application thereof to any person or circumstance, is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall remain in full force and effect and shall

Section 10.4 — Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right of such Party to enforce such provision at a later time. No waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by the Party against whom the waiver is sought to be enforced. No single or partial exercise of any

Section 10.5 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, postage prepaid, return receipt requested, (c) sent by a nationally recognized overnight courier service with tracking capability, or (d) sent by ema

Section 10.6 — Counterparts. This Agreement may be executed in two or more 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 Agreement by facsimile, portable document format (PDF), or other electronic means shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original si

Section 10.7 — Assignment. This Agreement is personal to Serrano and may not be assigned, transferred, or delegated by Serrano in whole or in part, whether by operation of law or otherwise, without the prior written consent of VHG. Any purported assignment by Serrano in violation of this provision shall be void and of no force or effect. VHG may assign its rights and obligations under this Agreement to any successor

Section 10.8 — Third-Party Beneficiaries. Except as expressly provided in this Section, nothing in this Agreement is intended to, or shall be construed to, confer upon any person other than the Parties any right, benefit, or remedy of any kind. The individual members of the Audit Committee (Diane Kowalski, Reginald Faulkner, and Sandra Yeung, and any successors thereto), Calderwood & Harkness LLP, and Crestline Foren

Section 10.9 — Survival. The provisions of Article II (Cooperation Obligations), Article V (Mutual Releases), Article VI (Representations and Warranties), Article VII (Breach and Remedies), Article VIII (Restrictive Covenants), and Article IX (Dispute Resolution) shall survive the expiration of the Cooperation Period and the termination or expiration of this Agreement for any reason, and shall remain in full force an

Section 10.10 — Construction. This Agreement has been negotiated by the Parties and their respective counsel and shall not be construed against either Party as the drafter. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. References to "Sections" and "Articles" are to sections and articles of this Ag