Contract analysis

1. Upjohn Warnings and Preliminary Matters At the outset of the interview, Howard Quinn administered the standard Upjohn warning to Calder, following the scripted protocol dated August 14, 2023, which had been approved by the investigation team for use in all witness interviews conducted in connection with C&H Matter No. 1021-00008. Quinn explained to Calder that Calderwood & Harkness LLP represents the Audit Committ

2. Background and Role Quinn asked Calder to describe her current position and her background with VHG. Calder provided the following information. Title and Tenure. Calder has served as Chief Executive Officer of Verimark Hospitality Group Inc. since March 2017. Prior to her appointment as CEO, Calder served as President and Chief Operating Officer of VHG from January 2014 to March 2017, and before that as Senior Vic

3. Oversight of VCR and Relationship with Division Management Calder's Role vis-à-vis VCR. Calder described her oversight of VCR as primarily strategic in nature. She received quarterly business reviews from VCR Division President Garrett Daskine, which were typically conducted in person at VHG's Tampa headquarters, and she received periodic financial summaries prepared by VCR's VP of Finance, Nicole Prescott, which

4. Knowledge of VCR Revenue-Recognition Practices General Understanding. Donahue asked Calder to describe her understanding of VCR's revenue-recognition practices as they related to timeshare-interest sales. Calder stated that she understood VCR's timeshare-interest revenue recognition to follow ASC 606 (Revenue from Contracts with Customers) and the applicable VHG accounting policies, as implemented and maintained b

5. Knowledge of Capital-Improvement Expenditures and Expense Reporting Capital-Improvement Budget Process. Donahue shifted the interview to VCR's capital-improvement activities. Calder described the capital-improvement budget process for VCR as follows: each fiscal year, Daskine and his team at VCR would prepare and submit proposed capital-improvement budgets for VCR's properties, including the Coral Dune Resort & Re

6. HSA Communication and Calder's Response June 19, 2023 Communication. Quinn asked Calder to describe her knowledge of, and response to, the June 19, 2023 communication from VHG's independent auditor, Hargrove, Steen & Aldrich LLP ("HSA"). Calder stated she was informed by CFO Thomas Rhett Griffith on or about June 20, 2023 — the day following the communication — that HSA's lead engagement partner, William "Bill" Ge

7. SOX Certifications and Internal Controls SOX Section 302 Certifications. Donahue asked Calder about her responsibilities regarding Sarbanes-Oxley Act certifications. Calder acknowledged that, as CEO of VHG, she is a certifying officer under Section 302 of the Sarbanes-Oxley Act of 2002 and has signed SOX Section 302 certifications in connection with VHG's annual reports on Form 10-K and quarterly reports on Form 1

8. Awareness of SEC and Disclosure Matters Form 8-K Filing. Quinn asked Calder about her awareness of VHG's recent public disclosure regarding the investigation. Calder stated she was aware that VHG filed a Form 8-K with the Securities and Exchange Commission on August 14, 2023, under Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review). The Form 8-K

9. Institutional Shareholders and Market Impact Quinn asked Calder whether she had received any communications from significant institutional shareholders regarding VHG's financial reporting or the investigation. Calder stated that, as of the date of the interview (August 29, 2023), she had not received direct communications from any of VHG's significant shareholders specifically about the investigation or the non-re

10. Communications with Daskine — Detail Tenor of Communications. Quinn asked Calder to describe her working relationship with Daskine in more detail. Calder described the relationship as professional and long-standing. Daskine reported directly to Calder in her capacity as CEO, and their working relationship spanned approximately six years, beginning when Calder assumed the CEO role in March 2017. Calder characteriz

11. D&O Insurance Awareness Quinn briefly asked Calder about her awareness of VHG's directors' and officers' liability insurance program. Calder confirmed that she had a general awareness that VHG maintains directors' and officers' (D&O) insurance coverage. She stated that she understood the Company carries a primary D&O policy with North Atlantic Indemnity Corp. (policy number NAI-DOL-2023-004891, policy period Janu

12. Closing and Follow-Up At the conclusion of the substantive questioning, Quinn thanked Calder for her cooperation and her thorough and candid responses throughout the interview. Quinn reiterated the confidentiality obligation that had been communicated at the beginning of the interview: the substance of the interview, including the questions asked, the topics discussed, and the information provided by Calder, shou