Contract analysis

I. Upjohn Warnings and Preliminary Matters At the outset of the interview, Howard Quinn administered the standard Upjohn warning to Thomas Rhett Griffith. Specifically, Quinn advised Griffith of the following: (a) Calderwood & Harkness LLP has been retained by, and represents, the Audit Committee of the Board of Directors of Verimark Hospitality Group Inc. in connection with this investigation. Calderwood & Harkness

II. Background and Role A. Personal and Professional Background Griffith stated his full legal name as Thomas Rhett Griffith. He identified his current title as Chief Financial Officer of Verimark Hospitality Group Inc. Griffith stated that he has served as CFO of VHG since approximately March 2018, a tenure of roughly five years at the time of this interview. Prior to his appointment as CFO, Griffith held the positi

III. VCR Revenue-Recognition Practices — Griffith's Understanding A. General Revenue Recognition Framework Griffith was asked to describe his understanding of VHG's revenue-recognition policies as they applied to VCR's timeshare-interest sales. Griffith described VHG's revenue-recognition policies as being governed by Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC 606"), as p

IV. HSA's June 19, 2023 Communication A. Nature and Substance of Communication Griffith was asked to describe the circumstances of the June 19, 2023 communication from HSA that brought the VCR revenue-recognition issue to his attention. Griffith confirmed that on June 19, 2023, William "Bill" Gentry, the lead engagement partner at Hargrove, Steen & Aldrich LLP ("HSA"), VHG's independent registered public accounting f

V. Griffith's Oversight of VCR Financial Reporting A. Quarterly Review Process Griffith was asked to describe in detail the quarterly financial-reporting process as it pertained to VCR's results and their incorporation into VHG's consolidated financial statements. Griffith described the process as follows: VCR's divisional finance team, led by VP of Finance Nicole Prescott and Controller Ryan Mateo Serrano, prepared

VI. Expense Reporting and Capital-Improvement Budgets A. Griffith's Knowledge of VCR Expense Practices The interviewers turned to questions regarding VCR's capital-improvement budgets and expenditure-approval processes. Griffith was asked to describe his understanding of how capital-improvement projects at VCR were budgeted, approved, and paid. Griffith stated that capital-improvement budgets at VCR were prepared ann

VII. Interactions with VCR Division Management A. Relationship with Garrett Daskine Griffith was asked to describe his professional relationship with Garrett W. Daskine, the VCR Division President. Griffith described Daskine as a long-tenured VHG employee, noting that Daskine had been with VHG for approximately 17 years at the time of the interview. Griffith stated that Daskine was well-regarded by senior management

VIII. Form 8-K Filing and Non-Reliance Disclosure Griffith was asked about his involvement in the Form 8-K filing that VHG made on August 14, 2023 under Item 4.02 of Form 8-K (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review). Griffith confirmed his involvement in the decision-making process leading to the August 14, 2023 Form 8-K filing. Griffith stated tha

IX. Administrative Leave of Subjects Griffith confirmed that he was informed on August 7, 2023 that VCR Division President Garrett W. Daskine, VP of Finance Nicole Prescott, and Controller Ryan Mateo Serrano were placed on administrative leave, effective immediately, pending the outcome of the investigation. Griffith stated that this decision was made by CEO Calder in consultation with General Counsel Navarro and the

X. SEC Preliminary Inquiry Griffith was asked whether he was aware of any communications from, or inquiries by, the Securities and Exchange Commission relating to VCR or the matters under investigation. As of the date of this interview, August 22, 2023, Griffith stated that he was not aware of any formal SEC inquiry or enforcement action relating to VHG or VCR. However, Griffith stated that he understood from General

XI. Griffith's Assessment and Concerns Near the conclusion of the interview, Griffith was asked for his overall assessment of the situation and any concerns he wished to raise. Griffith expressed significant concern about the adequacy of VHG's internal controls at the divisional level, particularly with respect to VCR. Griffith stated that he believed remediation of VHG's internal control environment would be necessa

XII. Conclusion and Next Steps The interview concluded at approximately 12:35 p.m. on August 22, 2023. At the conclusion of the interview, Howard Quinn reminded Griffith of his confidentiality obligations as set forth in the Upjohn warnings administered at the outset of the interview. Griffith was instructed not to discuss the substance of the interview — including the questions posed, the topics covered, and his res

XIII. Attachments / Exhibits Referenced None. No documents were shown to the witness during this interview, and no exhibits were marked or referenced. DOCUMENT PREPARATION AND REVIEW PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT Date of Interview: | August 22, 2023 Location of Interview: | Calderwood & Harkness LLP, 200 South Biscayne Boulevard, Suite 4400, Miami, FL 33131 (Conferenc