Contract analysis

I. PURPOSE AND AUTHORIZATION Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has been retained by the Audit Committee of the Board of Directors (the "Audit Committee") of Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation headquartered at 4100 Bayshore Boulevard, Suite 1200, Tampa, Florida 33611, and publicly traded on the Nasdaq Stock Market under the ticker symbol VMRK. The Firm's eng

II. LEGAL OBLIGATION TO PRESERVE VHG has an affirmative legal duty to preserve documents and ESI that may be relevant to the Investigation, potential regulatory inquiries by federal and state authorities (including, without limitation, the Securities and Exchange Commission and the Florida Division of Hotels and Restaurants), and any related administrative, civil, or criminal proceedings that may arise. This duty att

III. SCOPE OF PRESERVATION — SUBJECT MATTER All documents and ESI relating to, referencing, or in any way concerning the following subject-matter categories must be preserved in their entirety, without alteration, deletion, or modification. The categories described below are intended to be broadly construed. If there is any question as to whether a particular document or item of ESI falls within the scope of this Not

1. All records relating to the recognition of revenue from timeshare-interest sales at VCR properties, including but not limited to the following specific properties: • Coral Dune Resort & Residences, located at 14200 Emerald Coast Parkway, Destin, Florida 32541; and • Palmetto Bluff Club, located at 3950 Longboat Key Drive, Sarasota, Florida 34228.

2. Timeshare-interest purchase agreements, sales contracts, reservation agreements, option agreements, deposit records, earnest-money documentation, rescission notices, cancellation notices, and rescission-period tracking documentation, including any logs, databases, or spreadsheets used to track the expiration of rescission periods.

3. Revenue booking entries, journal entries (whether recurring or non-recurring), general ledger entries, sub-ledger entries, and all supporting schedules, calculations, memoranda, and workpapers for timeshare-interest sales.

4. Records relating to the application of Florida Statute Section 721.10 and any other applicable provisions of the Florida Vacation Plan and Timesharing Act (Chapter 721, Florida Statutes), including records relating to the ten (10) day statutory rescission period for timeshare-interest purchases, the treatment of purchaser deposits during the rescission period, and the timing of revenue recognition relative to the

5. Correspondence and communications (whether internal or external, formal or informal) regarding timeshare-interest sales, revenue-recognition timing, deposit treatment, escrow arrangements, rescission-period accounting, or any questions, concerns, or discussions regarding the propriety or accuracy of VCR's revenue-recognition practices.

6. Financial reporting workpapers, consolidation schedules, intercompany elimination entries, and all supporting documentation for VCR revenue as reported in VHG's consolidated financial statements, including all Forms 10-Q, Forms 10-K, and related SEC filings.

7. Records relating to VCR quarterly and annual revenue figures for the following periods: the third quarter of 2022 (Q3 2022, quarter ending September 30, 2022), the fourth quarter of 2022 (Q4 2022, quarter ending December 31, 2022), the first quarter of 2023 (Q1 2023, quarter ending March 31, 2023), and the second quarter of 2023 (Q2 2023, quarter ending June 30, 2023), as well as all prior periods within the tempo

1. All records relating to vendor relationships, vendor contracts, master service agreements, statements of work, purchase orders, change orders, invoices, payment applications, lien waivers, and any other documentation for capital-improvement work, renovation work, maintenance work, or construction work at VCR properties.

2. Records relating to any of the following entities, whether in the form of contracts, purchase orders, invoices, payment records, correspondence, or any other type of document or ESI: • Gulf Standard Contracting LLC; • Clearwater Design Collective Inc.; and • Suncoast Property Services LLC.

3. Vendor approval documentation, new-vendor setup forms, vendor qualification records, IRS Forms W-9 (Request for Taxpayer Identification Number and Certification), certificates of insurance, vendor due diligence records, background checks, reference checks, and any internal approvals required for the onboarding of new vendors.

4. Purchase order authorizations, approval workflows (whether electronic or manual), delegation-of-authority matrices, spending-limit authorizations, and all supporting documentation for the approval of capital-improvement expenditures and vendor payments.

5. Accounts payable records, payment records, check registers, wire transfer confirmations, ACH payment records, check copies (front and back), remittance advices, and any other records of payments made to vendors or contractors in connection with capital-improvement expenditures at VCR properties.

6. Expense reports, expense reimbursement requests, corporate credit card statements, receipts, supporting documentation, and approval records submitted by or on behalf of VCR personnel, including without limitation any expense reports or reimbursement requests submitted by or approved by Garrett W. Daskine, Nicole Prescott, or Ryan Mateo Serrano.

7. Budget and actual reports, variance analyses, cost-tracking spreadsheets, project-management documentation, and capital-expenditure approval forms for capital-improvement projects at Coral Dune Resort & Residences and Palmetto Bluff Club, including all versions and drafts of such documents. C. Internal Controls and Financial Reporting All documents and ESI relating to internal controls over financial reporting at

1. Documentation of internal controls over financial reporting ("ICFR") at VCR and VHG, including process narratives, flowcharts, risk-and-control matrices, control descriptions, control testing plans, and remediation plans.

2. SOX Section 302 and Section 404 compliance documentation, management assessments of ICFRR, testing workpapers (whether prepared by internal audit, management, or external consultants), deficiency evaluations, and all communications relating to the identification, classification, and remediation of control deficiencies, significant deficiencies, and material weaknesses.

3. Communications with HSA, including but not limited to management-representation letters, audit-inquiry letters, engagement letters, audit-planning memoranda, interim-review communications, management letters, reports on internal controls, and any written or oral communications between VHG or VCR personnel and HSA regarding VCR's revenue-recognition practices, internal controls, capital-improvement expenditures, or

4. Audit Committee presentations, Board of Directors presentations, and management reports relating to VCR financial performance, including but not limited to quarterly financial reviews, budget reviews, forecasts, operating reports, and any presentations or reports addressing the potential material weakness identified by HSA. D. Communications with Relevant Individuals All communications, in any form and by any medi

IV. TEMPORAL SCOPE The preservation obligation set forth in this Notice covers all documents and ESI dated, created, sent, received, modified, or last accessed from January 1, 2021 through the present date, and continuing until such time as the preservation obligation is expressly released in writing by Calderwood & Harkness LLP or the Audit Committee. This date range has been established to encompass the full period

V. TYPES OF MATERIALS TO BE PRESERVED The following is a detailed, non-exhaustive list of the types of documents and ESI that are subject to the preservation obligations set forth in this Notice. This list is intended to be illustrative and should not be read to limit the scope of the preservation obligation in any way. If a recipient possesses, controls, or has access to materials that relate to the subject matters

VI. SUSPENSION OF ROUTINE DESTRUCTION All auto-delete functions, document-retention schedules, routine destruction protocols, and any other automated or manual processes that would result in the destruction, deletion, overwriting, or alteration of potentially relevant documents and ESI are hereby suspended, effective immediately. This suspension applies to all Company systems, platforms, and storage media, and remain

1. Suspend all automatic deletion of emails, including any auto-purge or auto-archive functions that would delete emails from mailboxes or servers after a specified period.

2. Suspend all server purges, disk-space reclamation processes, and any other automated processes that would delete or overwrite data on Company servers, file shares, or network-attached storage devices.

3. Suspend all backup-tape recycling, overwriting, or degaussing schedules, and ensure that existing backup tapes and backup media containing data within the temporal scope of this Notice are preserved and secured.

4. Suspend any scheduled or planned deletion, archiving, or purging of data in the Company's ERP system, accounting software, collaboration platforms, or any other enterprise applications.

5. Preserve all system logs, access logs, audit trails, and event logs for the period covered by this Notice. VHG's General Counsel, Patricia Navarro, and VHG's IT department should coordinate directly with Calderwood & Harkness LLP to implement appropriate technical holds, including litigation holds on email systems, preservation orders on backup media, and any other technical measures necessary to ensure the comple

VII. CUSTODIANS AND PERSONNEL OBLIGATIONS This Notice applies to all officers, directors, employees, consultants, contractors, and agents of VHG and its subsidiaries who may possess, control, or have access to documents and ESI relevant to the matters described in this Notice. Without limiting the generality of the foregoing, certain individuals have been identified as key custodians and will receive targeted, supple

1. Preserve All Relevant Materials. Immediately take all steps necessary to identify, locate, and preserve all documents and ESI within the scope described in Sections III, IV, and V of this Notice. This includes documents and ESI in the recipient's possession, custody, or control, wherever located, including on Company systems, personal devices, personal accounts, home offices, off-site storage, and any other locati

2. Refrain from Destruction or Alteration. Refrain from deleting, destroying, shredding, discarding, modifying, overwriting, re-saving, or otherwise altering any documents or ESI that may be potentially relevant to the matters described in this Notice. If the recipient is uncertain whether a particular document or item of ESI is within scope, the recipient must preserve it and contact Calderwood & Harkness LLP for gu

3. Secure Hard-Copy Files. Identify and physically secure any hard-copy files, paper documents, handwritten notes, or other tangible materials in the recipient's possession that relate to any of the subject matters described in this Notice. Such materials should be placed in a secure location and should not be removed, relocated, or discarded without prior authorization from Calderwood & Harkness LLP.

4. Report Destruction, Loss, or Alteration. Notify Calderwood & Harkness LLP promptly if the recipient becomes aware of any destruction, loss, alteration, or potential compromise of documents or ESI that may be relevant to the matters described in this Notice, whether such destruction, loss, or alteration occurred before or after the date of this Notice.

5. Report Additional Sources. Notify Calderwood & Harkness LLP if the recipient is aware of any relevant documents or ESI stored in locations not addressed by this Notice, including but not limited to third-party systems, cloud platforms, personal devices, home computers, off-site storage facilities, or any other location that may contain potentially relevant materials.

VIII. CONFIDENTIALITY This Notice and the existence, scope, and subject matter of the Investigation are strictly confidential. The Investigation is being conducted at the direction of the Audit Committee under the protection of the attorney-client privilege and the attorney work-product doctrine, and the confidentiality of this Notice and the Investigation is essential to the preservation of those protections. Recipi

1. Recipients must not discuss the substance of this Notice, the existence of the Investigation, or any aspect of the Investigation with any person outside VHG, including but not limited to family members, friends, former colleagues, industry contacts, or any other person not authorized to receive such information, except as specifically directed by the Audit Committee, Calderwood & Harkness LLP, or VHG General Couns

2. Recipients must not discuss this Notice or any aspect of the Investigation with Garrett W. Daskine, Nicole Prescott, or Ryan Mateo Serrano except as expressly authorized in advance by Calderwood & Harkness LLP. Any communication with these individuals regarding the subject matters of the Investigation, beyond the ordinary course of business, should be cleared with Calderwood & Harkness LLP before it occurs.

3. Any inquiries from external parties regarding the Investigation — including inquiries from regulators (such as the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or state regulatory authorities), auditors (including HSA), members of the media, shareholders, analysts, or any other external parties — must be directed immediately to Patricia Navarro, General Counsel, Verimark Hospita

4. Recipients must not make copies of this Notice or distribute it to any person not identified as a recipient, except as directed by Calderwood & Harkness LLP or Patricia Navarro.

IX. CONSEQUENCES OF NON-COMPLIANCE Failure to comply with the preservation obligations set forth in this Notice is a serious matter that may result in significant consequences for both VHG and the individual who fails to comply. Such consequences may include, without limitation:

1. Sanctions in Litigation or Regulatory Proceedings. If documents or ESI within the scope of this Notice are destroyed, deleted, or altered, and such materials are later determined to be relevant to litigation or regulatory proceedings, VHG and the responsible individuals may be subject to sanctions imposed by a court or regulatory body, including monetary penalties, evidentiary sanctions, issue preclusion, or defau

2. Adverse Inference Instructions. A court or fact-finder may be instructed to presume that destroyed, deleted, or altered documents or ESI were unfavorable to VHG, which could have a materially adverse impact on VHG's position in any related proceedings.

3. Disciplinary Action. VHG reserves the right to take disciplinary action against any employee or agent who fails to comply with this Notice, up to and including immediate termination of employment or engagement. Such disciplinary action may be taken regardless of whether the failure to comply results in actual prejudice to VHG or any other party.

4. Potential Personal Liability. Individuals who destroy, alter, or conceal documents or ESI in violation of preservation obligations may be subject to personal liability, including potential criminal liability under applicable federal and state laws. The obligation to preserve documents and ESI as described in this Notice is ongoing and remains in effect until expressly released in writing by Calderwood & Harkness L

X. CONTACT INFORMATION AND ACKNOWLEDGMENT Any questions regarding this Notice, the scope of the preservation obligation, or the application of this Notice to specific documents, ESI, or circumstances should be directed to the following individuals: Howard Quinn, Partner Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4400 Miami, Florida 33131 Telephone: (305) 814-6210 Email: hquinn@calderwoodharkness.co