Contract analysis

I. Attendees The following individuals were present for the interview: Interviewers: • Howard Quinn, Partner (Responsible Partner), Calderwood & Harkness LLP • Liam Donahue, Senior Associate (Lead Associate), Calderwood & Harkness LLP Note-Taker: • Steven Hollander, Associate (Working Associate), Calderwood & Harkness LLP Interviewee: • Nicole Prescott, Vice President of Finance, Verimark Coastal Resorts LLC ("VCR").

II. Upjohn Warnings and Preliminary Matters At the outset of the interview, Howard Quinn re-administered the standard Upjohn warning to Ms. Prescott, consistent with the script dated August 14, 2023 (a copy of which is maintained in the investigation files). The following acknowledgments were obtained from Ms. Prescott: Ms. Prescott confirmed that she understood that Calderwood & Harkness LLP represents the Audit Com

III. Purpose and Scope of Second Interview Mr. Quinn explained to Ms. Prescott that the purpose of this second interview session was to explore in greater detail three principal areas of inquiry: (1) Ms. Prescott's ownership of and involvement with Clearwater Design Collective Inc. ("CDC"), including the formation, operation, invoicing practices, and financial activities of that entity and its relationship to other e

IV. Clearwater Design Collective Inc. — Ownership and Operations A. Formation and Corporate Structure Ms. Prescott was asked about Clearwater Design Collective Inc. ("CDC"), a Florida corporation formed on June 4, 2021, as reflected in records obtained from the Florida Division of Corporations. Ms. Prescott paused and consulted with Ms. Langford before responding. After conferring with her counsel, Ms. Prescott ackno

V. Revenue-Recognition Overstatement — Mechanics and Prescott's Role A. Timeshare-Interest Sales Process at VCR Ms. Prescott was asked to describe the standard sales process for timeshare interests at VCR, focusing on the two properties at issue: Coral Dune Resort & Residences (Phase III) and Palmetto Bluff Club (Phase II). Ms. Prescott described a multi-step process in which a prospective purchaser is first identifi

VI. Relationship with Garrett Daskine and Ryan Serrano A. Daskine's Direction Ms. Prescott was asked about the nature and frequency of her communications with Garrett W. Daskine regarding VCR's financial reporting and operations. She described a pattern of regular weekly meetings, typically held on Monday mornings, at which VCR's senior management team reviewed operational and financial performance. She stated that s

VII. Communications with HSA and Corporate Finance Ms. Prescott stated that she had no direct communications with William Gentry, the HSA engagement partner responsible for VHG's audit, regarding the Q1 2023 interim review findings or the potential material weakness identified in the June 19, 2023 communication from HSA to VHG. She stated that she was not contacted by Mr. Gentry or any member of the HSA engagement te

VIII. Prescott's Awareness of SOX Obligations Ms. Prescott was asked about her understanding of VHG's obligations under Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 ("SOX") as they pertained to VCR's internal controls over financial reporting. Ms. Prescott stated that she understood generally that VHG, as a publicly traded company, was required to maintain effective internal controls over financial reportin

IX. Prescott's Administrative Leave and Post-Leave Contacts Ms. Prescott confirmed that she was placed on administrative leave from her position as VP Finance of VCR on August 7, 2023. She confirmed that Garrett W. Daskine and Ryan Mateo Serrano were also placed on administrative leave on the same date. Ms. Prescott stated that she has had no contact with Mr. Daskine since being placed on administrative leave. She st

X. Closing and Procedural Notes At approximately 1:45 p.m., Mr. Quinn concluded the interview. The interview had lasted approximately three hours and forty-five minutes, including one fifteen-minute break taken at approximately 11:45 a.m. Mr. Quinn reminded Ms. Prescott of her continuing obligation to preserve all documents in her possession, custody, or control that are potentially relevant to the investigation, con

XI. Assessment and Next Steps (Internal Work Product) This section constitutes attorney work product prepared in anticipation of litigation and reflects the mental impressions, conclusions, and legal theories of counsel. This section should not be disclosed outside the Calderwood & Harkness investigation team without prior approval of the Responsible Partner. CDC and Fictitious-Vendor Scheme. Ms. Prescott's acknowled

1. Crestline Coordination. Coordinate with Crestline Forensic Advisory LLC (Douglas Reinhardt, lead engagement partner; Priya Venkatesh, senior manager) to finalize the fund-tracing analysis for CDC and cross-reference the CDC analysis with the broader shell-entity analysis memorandum currently in preparation, which is targeted for completion by November 28, 2023.

2. Serrano Interview. Consider whether a further interview of Ms. Prescott is warranted following the second interview of Mr. Serrano, which is anticipated in early December 2023 pursuant to the cooperation agreement executed by Mr. Serrano on November 15, 2023. Information obtained from Mr. Serrano may illuminate additional details regarding Ms. Prescott's involvement in the CDC invoicing scheme and her coordination

3. Langford Communications. Monitor whether Ms. Langford provides any supplemental information or clarification on behalf of Ms. Prescott, as reserved at the close of the interview.

4. Post-Leave Communications. Ms. Langford's instruction to Ms. Prescott not to answer questions regarding post-leave communications with Mr. Serrano warrants follow-up. If Mr. Serrano's cooperation interview reveals communications between Ms. Prescott and Mr. Serrano during the administrative-leave period, this could raise concerns about potential witness coordination or obstruction that would need to be assessed. P