Contract analysis

Section 1: Introductions Good morning/afternoon. My name is [Insert name(s) and title(s) of interviewing attorney(s)], and I am an attorney at the law firm of Calderwood & Harkness LLP. Thank you for taking the time to meet with me today. Also present in the room today are the following individuals: [Insert names and roles of all other persons present, including any additional Calderwood & Harkness LLP attorneys, cou

Section 2: Identity of the Client We are attorneys at Calderwood & Harkness LLP. We have been retained by the Audit Committee of the Board of Directors of Verimark Hospitality Group Inc. to conduct an internal investigation. It is important that you understand who we represent. Calderwood & Harkness LLP represents the Audit Committee of Verimark Hospitality Group Inc. — that is, we represent the company. We do not re

Section 3: Purpose of the Interview Calderwood & Harkness LLP is conducting this interview as part of an internal investigation that has been authorized by the Audit Committee of the Board of Directors of Verimark Hospitality Group Inc. The investigation concerns certain financial reporting matters, including revenue-recognition practices and expense-reimbursement procedures at Verimark Coastal Resorts LLC. The purpo

Section 4: Attorney-Client Privilege The communications during this interview are protected by the attorney-client privilege. This means that, as a general matter, the substance of what is discussed in this interview is intended to remain confidential and privileged. However, I need to make sure you understand an important point about how that privilege works in this context: The attorney-client privilege for this co

Section 5: Confidentiality Obligation We ask that you keep the fact of, and the substance of, this interview confidential. Specifically, you should not discuss this interview — including the questions that were asked, the answers you provided, or the topics that were covered — with any other employee, officer, or director of Verimark Hospitality Group Inc. or Verimark Coastal Resorts LLC, or with any third party. The

Section 6: Obligation to Provide Truthful Information During this interview, you are expected to provide complete and truthful information in response to the questions you are asked. Providing false or misleading information to company counsel during an internal investigation is a serious matter and may have consequences, including potential disciplinary action by the company, up to and including termination of emplo

Section 7: No Obligation to Waive Personal Rights While your participation in this interview is requested and expected as part of your employment obligations to Verimark Hospitality Group Inc. and its subsidiaries, nothing in this interview is intended to require you to waive any personal constitutional rights or privileges that you may hold in your individual capacity. This includes, but is not limited to, any right

Section 8: Right to Personal Counsel You have the right to retain and consult with personal legal counsel at your own expense, both in connection with this interview and in connection with any other matter arising from or related to this investigation. If personal counsel is present: I acknowledge for the record that [Witness's counsel name] of [firm name] is present and is representing the witness in his/her persona

Section 9: Notes and Record-Keeping During this interview, the interviewing attorneys may take notes of your responses. These notes are the work product of Calderwood & Harkness LLP and are the property of our client, the Audit Committee of Verimark Hospitality Group Inc. You will not receive a copy of the notes or any memorandum or other document summarizing this interview. Unless otherwise specified, this interview

Section 10: Document Preservation Reminder Before we proceed, I want to remind you that Verimark Hospitality Group Inc. has issued document-preservation notices in connection with this investigation. Your obligation to preserve all potentially relevant documents and electronically stored information — including emails, text messages, instant messages, voicemails, handwritten notes, spreadsheets, presentations, and al

Section 11: Confirmation of Understanding I have now covered a number of important points, and before we proceed with the substantive portion of this interview, I need to confirm that you understand each of them. I am going to ask you a series of questions, and I ask that you respond to each one individually.

1. Do you understand that we — the attorneys at Calderwood & Harkness LLP — represent the Audit Committee of Verimark Hospitality Group Inc. and not you personally? [Witness response: ________]

2. Do you understand that the attorney-client privilege for this communication belongs to the company, and that the company may choose to waive it and disclose the contents of this interview to third parties, including government authorities, without your consent? [Witness response: ________]

3. Do you understand that you are being asked to keep the fact and substance of this interview confidential, and not to discuss it with any person other than your own personal legal counsel? [Witness response: ________]

4. Do you understand that you should provide truthful and complete information during this interview? [Witness response: ________]

5. Do you understand your right to retain personal legal counsel at your own expense? [Witness response: ________]

6. Do you have any questions before we proceed with the interview? [Witness response: ________] INSTRUCTION TO INTERVIEWER: If the witness answers "no" to any question or expresses uncertainty or confusion regarding any point, the interviewer should stop, clarify the point in question using the language set forth in the relevant section above, and re-confirm the witness's understanding before proceeding to the next q

Section 12: Supplemental Instructions to Interviewers INTERNAL USE ONLY — DO NOT READ ALOUD TO WITNESS The following instructions are provided for the reference of the interviewing attorney and should not be read to or shared with the witness.

1. Preparation of Header Fields. Before the interview begins, the interviewing attorney should complete all header fields in Sections 1 through 11 of this script, including: the interviewer's name and title; the names and roles of all other persons present; the date, time, and location of the interview; the witness's name and title; and the name and firm of the witness's personal counsel, if applicable. These fields

2. Acknowledgment Form. A signed or initialed acknowledgment form may optionally be used in conjunction with this script to memorialize the witness's confirmation of understanding. However, a signed acknowledgment is not required. Oral confirmation of understanding by the witness is sufficient and should be documented in the memorandum of interview prepared by the interviewing attorney following the conclusion of the

3. Personal Counsel for Subjects. Witnesses who are identified as subjects of the investigation — that is, individuals whose conduct is under review as part of the investigation — may be accompanied by personal counsel during their interviews. Interviewing attorneys should be aware of the identity of personal counsel for identified subjects in advance of the interview. Known personal counsel for identified subjects a

4. Full Upjohn Warnings for All Witnesses. Witnesses who are not subjects of the investigation should still receive the full Upjohn warning as set forth in this script. The company's interests and the witness's personal interests may diverge, and a witness who is not currently identified as a subject may become a subject as additional facts are developed during the investigation. Accordingly, all witnesses — whether

5. Mid-Interview Re-Administration of Warnings. If, at any point during the interview, the witness's statements or responses suggest that the witness may have personal legal exposure, or that the witness may be or may become a subject of the investigation, the interviewer should pause the interview and take the following steps: (a) Re-administer the Upjohn warnings in their entirety, emphasizing the distinction betwe

6. Cross-Reference to Investigation Protocol. For additional guidance on interview protocols, witness categorization, document handling, and reporting procedures, the interviewing attorney should consult the Memorandum to Audit Committee: Preliminary Investigation Protocol and Upjohn Procedures, prepared by Calderwood & Harkness LLP and dated July 26, 2023. That memorandum provides detailed instructions regarding the

7. Post-Interview Procedures. Following the conclusion of the interview, the interviewing attorney should promptly prepare a memorandum of interview summarizing the substance of the witness's statements. The memorandum should be marked "Privileged and Confidential — Attorney-Client Privilege / Attorney Work Product" and should be circulated only to members of the investigation team designated by the lead partner. The