1021-00005 · Verimark Hospitality Group · Engagement

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CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM — PRIVILEGED AND CONFIDENTIAL

Attorney-Client Privilege / Work Product — Not for Distribution Outside the Firm

CONFLICTS CLEARANCE MEMORANDUM

TO: Bernard Crawford, Responsible Partner, Labor & Employment

FROM: Renata Vasquez, Billing Partner, Labor & Employment Nadia Petrov, Lead Associate, Labor & Employment

DATE: January 29, 2026

RE: Conflicts Clearance — Proposed Engagement of Verimark Hospitality Group Inc. (Pre-Litigation Wage-and-Hour Audit)

MATTER NUMBER: 1021-00005

STATUS: CLEARED — No conflicts identified

1. Purpose and Summary

This memorandum documents the results of the conflicts-of-interest check conducted in connection with the proposed engagement of Verimark Hospitality Group Inc. ("VHG" or the "Prospective Client") for a pre-litigation wage-and-hour audit and scoping-phase advisory engagement. The conflicts review was undertaken in accordance with the Calderwood & Harkness LLP ("C&H" or the "Firm") Conflicts of Interest Policy (Firm Policy 3.01, as amended effective September 1, 2025), the Florida Rules of Professional Conduct (Rules 4-1.7, 4-1.9, and 4-1.10), and the ABA Model Rules of Professional Conduct (Rules 1.7, 1.9, and 1.10), as applicable.

The conflicts search was initiated on January 27, 2026, upon receipt of a new-matter intake form submitted by Renata Vasquez. The search was completed on January 29, 2026, following both an automated review through the Firm's proprietary conflicts database ("C&H ConflictsCheck") and a supplemental manual review of active and closed matter files across all domestic and international offices of Calderwood & Harkness LLP.

The scope of the search encompassed the Prospective Client and its key officers and personnel, the identified adverse party and her counsel, relevant third-party entities whose interests may be implicated by the engagement (including the property owner, payroll vendor, insurance carrier, prospective forensic consultant, and the Prospective Client's independent auditors), and all known aliases, affiliates, and alternative name variations for each searched party. The search was designed to identify any actual conflicts, potential conflicts, positional conflicts, or other circumstances that, under the applicable rules and the Firm's internal policies, would require disclosure, informed consent, or declination of the engagement.

Summary Conclusion: No actual or potential conflicts of interest have been identified. No waivers, consents, or ethical screens are required. The matter is cleared for opening under Matter Number 1021-00005, subject to the supplemental-review requirements set forth in Section 6 below.

2. Proposed Engagement — Overview

The following summarizes the material terms and scope of the proposed engagement, as reflected in the new-matter intake form, the draft engagement letter circulated to VHG General Counsel on January 28, 2026, and discussions between the engagement team and VHG's in-house legal department.

Client: Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "VMHG." VHG is headquartered at 2400 Bayshore Boulevard, Suite 1100, Tampa, Florida 33629. The company's federal Employer Identification Number is 84-3291076. VHG owns and operates a portfolio of full-service hotels, resort properties, and extended-stay facilities across the southeastern United States, with approximately 4,200 employees across twelve managed properties.

Nature of Engagement: The proposed engagement involves a pre-litigation wage-and-hour audit (scoping phase) in response to a demand letter dated January 14, 2026, received by VHG from the law firm of Garza, Linden & Okafor LLP, acting on behalf of former VHG employee Daniela M. Serrano. The demand letter alleges systemic violations of the Fair Labor Standards Act, 29 U.S.C. §§ 201–219 ("FLSA"), and the Florida Constitution, Article X, Section 24 (the Florida minimum-wage provision), arising from VHG's automated meal-break deduction policies and practices. The demand letter threatens the initiation of a collective action under 29 U.S.C. § 216(b) and a class action under Federal Rule of Civil Procedure 23, on behalf of all current and former hourly, non-exempt employees at VHG-managed properties.

Scope of Engagement: The scoping phase of the engagement will encompass the following work streams:

(a) Review and analysis of the demand-letter allegations, including evaluation of the legal theories asserted and the factual predicates identified therein;

(b) Preliminary exposure assessment, including estimation of potential back-pay liability, liquidated damages, statutory penalties, and attorneys' fees under the FLSA and applicable state law;

(c) Data preservation advisory, including preparation and issuance of a litigation-hold notice to VHG management and relevant custodians, and coordination with VHG's IT department and payroll vendor regarding preservation of electronically stored information;

(d) Design and implementation of a payroll and timekeeping audit, focused on the operation of VHG's automated meal-break deduction rule (identified in VHG's Luminos TimeTrack system as rule AR-MEAL-030), the accuracy of recorded hours worked, and compliance with federal and state wage-and-hour requirements;

(e) Insurance coverage analysis, including review of VHG's Employment Practices Liability ("EPL") insurance policy and preparation of a tender letter to VHG's EPL carrier;

(f) Remediation recommendations, including identification of prospective changes to VHG's timekeeping policies and payroll practices to reduce ongoing compliance risk; and

(g) Litigation-avoidance strategy, including evaluation of potential pre-suit resolution through negotiation, mediation, or voluntary compliance measures.

Practice Group: Labor & Employment

Responsible Partner: Bernard Crawford

Billing Partner: Renata Vasquez

Working Attorneys: Nadia Petrov, Lead Associate; James Underwood, Associate

VHG Board Authorization: The Audit Committee of VHG's Board of Directors authorized the engagement on January 29, 2026, by unanimous written consent. The Audit Committee approved a budget cap of $350,000 for the scoping phase, inclusive of all legal fees and costs, consultant fees, and related expenses. The authorization is documented in VHG Audit Committee Resolution No. AC-2026-003, a copy of which has been provided to the Firm by VHG General Counsel Devin K. Arroyo.

3. Parties and Entities Searched

The following parties, entities, and individuals were run through the C&H ConflictsCheck system and manually reviewed against the Firm's active and closed matter files, lateral hire disclosures, and personal interest disclosures. Each subsection below identifies the party searched, the rationale for its inclusion in the conflicts search, the search terms and variations used, and the result of the search.

3.1 Verimark Hospitality Group Inc. (Prospective Client)

Full Legal Name: Verimark Hospitality Group Inc.

Short Names / Aliases Searched: Verimark; VHG; VMHG; Verimark Hotels; Verimark Hospitality; Verimark Hospitality Group

Entity Type: Corporation organized under the laws of the State of Delaware; publicly traded on the Nasdaq Stock Market (ticker: VMHG)

Employer Identification Number (EIN): 84-3291076

Headquarters: 2400 Bayshore Boulevard, Suite 1100, Tampa, Florida 33629

Registered Agent: Ashgrove Services Inc., 1200 South Pine Island Road, Suite 600, Plantation, Florida 33324

Key Officers: Searched individually (see Section 3.2 below)

Search Result: No current or prior representation of Verimark Hospitality Group Inc. by Calderwood & Harkness LLP was identified. VHG does not appear in any active or closed matter file as a client, former client, adverse party, co-party, affiliate, subsidiary, interested entity, or non-party participant. No attorney at the Firm has disclosed any personal interest in VHG or its securities through the Firm's annual personal interest disclosure process. No adverse representations involving VHG were identified.

Conclusion: Clear.

3.2 VHG Officers and Key Personnel

The following individuals were searched in connection with their roles as senior officers and key personnel of VHG. These individuals constitute VHG's senior management team and include the primary contacts for the proposed engagement. Any personal adverse representation, prior attorney-client relationship, or other professional or personal relationship that could give rise to a conflict of interest must be identified and disclosed.

Individuals Searched:

(a) Theodore R. Langford, Chief Executive Officer, Verimark Hospitality Group Inc.

(b) Marguerite A. Dunning, Chief Financial Officer, Verimark Hospitality Group Inc.

(d) Carla S. Whitfield, Vice President, Human Resources, Verimark Hospitality Group Inc.

(e) Enrique J. Fuentes, Director, Payroll & Workforce Compliance, Verimark Hospitality Group Inc.

(f) Malik P. Jefferson, Corporate IT Administrator, Verimark Hospitality Group Inc.

Rationale: These individuals are the members of VHG's senior management and operational leadership who will serve as the Firm's primary points of contact throughout the engagement. Mr. Arroyo, as General Counsel, will serve as the principal liaison between VHG and the Firm. Ms. Whitfield and Mr. Fuentes are the individuals most directly involved in the payroll and timekeeping practices at issue. Mr. Jefferson oversees the IT systems from which electronically stored information will be collected. Any personal adverse representation, prior individual representation, or personal relationship between any C&H attorney and any of these individuals would require disclosure and analysis under the applicable conflict-of-interest rules.

Search Result: None of the above individuals appear in the Firm's conflicts database as current or former clients, adverse parties, witnesses, or otherwise in any capacity in any C&H matter, whether active or closed. No C&H attorney has disclosed a personal or professional relationship with any of the above individuals through the Firm's personal interest disclosure process or in response to the manual inquiry conducted in connection with this conflicts check.

Conclusion: Clear.

3.3 Daniela M. Serrano (Claimant / Adverse Party)

Full Name: Daniela M. Serrano

Role: Former front-desk associate (hourly, non-exempt classification) at the Verimark Regency Tampa property; employed by VHG from March 14, 2022, through August 22, 2025

VHG Employee ID: VHG-EMP-20220314-5587

Status: Claimant; named individual in the demand letter of January 14, 2026, transmitted by Garza, Linden & Okafor LLP; putative collective action representative under 29 U.S.C. § 216(b) and putative class representative under Federal Rule of Civil Procedure 23

Known Addresses Searched: Addresses on file with VHG's human resources records (redacted herein for privacy)

Rationale: Ms. Serrano is the identified adverse party in this matter. The Firm must confirm that Calderwood & Harkness has never represented Ms. Serrano individually or any entity in which she holds a material interest, and that no C&H attorney has a personal or professional relationship with Ms. Serrano that could create the appearance of a conflict or compromise the Firm's undivided loyalty to VHG. Under the Florida Rules of Professional Conduct, Rule 4-1.7, representation of VHG would be directly adverse to Ms. Serrano's interests, and any prior or concurrent representation of Ms. Serrano would create an impermissible conflict absent informed written consent from both parties, which would be impracticable in the circumstances.

Search Result: No record of Daniela M. Serrano was identified in the C&H ConflictsCheck system in any capacity — not as a client, former client, prospective client, adverse party, witness, or otherwise. A manual inquiry was directed to all partners and associates in the Firm's Miami, Tampa, and Orlando offices, which are the offices most likely to have had contact with individuals in the Tampa Bay and broader Florida labor market. All responding attorneys confirmed no known personal or professional relationship with Ms. Serrano. No C&H attorney reported having previously encountered Ms. Serrano in any professional, social, or personal context.

Conclusion: Clear.

3.4 Garza, Linden & Okafor LLP (Opposing Counsel)

Full Legal Name: Garza, Linden & Okafor LLP

Short Name: GLO

Address: 600 Brickell Avenue, Suite 2200, Miami, Florida 33131

Attorneys of Record in the Serrano Matter:

(a) Marco A. Garza, Named Partner, Lead Attorney

(b) Priya N. Chandrasekaran, Associate

Rationale: Calderwood & Harkness must confirm that it does not currently represent Garza, Linden & Okafor LLP as a client, that there are no active matters in which GLO serves as co-counsel with C&H, and that no lateral hire currently at the Firm previously practiced at GLO or has a prior professional relationship with GLO attorneys that could give rise to a conflict. While the mere fact that GLO is opposing counsel in a matter does not itself create a conflict of interest, any current representation of GLO as a client, or any concurrent matter in which the interests of a GLO client and a VHG client are aligned, could create complications that must be identified and managed.

Search Result:

Firm-Level Search: Garza, Linden & Okafor LLP does not appear as a current or former client of Calderwood & Harkness LLP in any active or closed matter. GLO has appeared as opposing counsel in two prior closed matters in the Firm's database:

(i) Matter No. 1021-00005 — Calderwood & Harkness represented Bayline Distributors Inc. in an employment discrimination defense; GLO represented the plaintiff. The matter was resolved by settlement on October 14, 2022, and the file was closed on November 30, 2022. No ongoing obligations exist. Bayline Distributors Inc. is not in the hospitality industry and has no relationship to VHG.

(ii) Matter No. 1021-00005 — Calderwood & Harkness represented Coastal Heritage Bank, N.A. in a wrongful termination defense; GLO represented the plaintiff. The matter was resolved by summary judgment in favor of Coastal Heritage Bank on March 7, 2024, and the file was closed on April 15, 2024. No ongoing obligations exist. Coastal Heritage Bank has no relationship to VHG or to any party in the proposed engagement.

Neither of these prior matters involved VHG, any hospitality-industry client, or any overlapping parties. Both matters are fully concluded with no remaining duties of confidentiality owed to any party that would be implicated by the proposed VHG engagement. No joint-representation or co-counsel relationships between C&H and GLO were identified in any matter.

Individual Attorney Searches:

Marco A. Garza: No individual representation of Mr. Garza was identified. Mr. Garza is not a former C&H attorney. No C&H attorney has disclosed a personal or professional relationship with Mr. Garza that would give rise to a conflict.

Priya N. Chandrasekaran: No individual representation of Ms. Chandrasekaran was identified. Ms. Chandrasekaran is not a former C&H attorney. No C&H attorney has disclosed a personal or professional relationship with Ms. Chandrasekaran that would give rise to a conflict.

Conclusion: Clear. The status of Garza, Linden & Okafor LLP as opposing counsel does not create any conflict of interest. The two prior closed matters in which GLO appeared as opposing counsel are noted for the record but do not give rise to any actual or potential conflict.

3.5 Palomar Realty Partners LLC (Third-Party Property Owner — Joint-Employer Analysis)

Full Legal Name: Palomar Realty Partners LLC

Entity Type: Limited liability company organized under the laws of the State of Florida

Principal: Ricardo E. Montalvo, Managing Member

Address: 1901 West Cypress Street, Suite 400, Tampa, Florida 33607

Relationship to VHG: Palomar Realty Partners LLC is the fee owner of the real property underlying the Verimark Shores Clearwater hotel property, located at 455 Mandalay Avenue, Clearwater Beach, Florida 33767. VHG manages the Verimark Shores Clearwater property under a Hotel Management Agreement dated June 1, 2021, bearing reference number HMA-2021-0601-PC (the "HMA"). Under the terms of the HMA, VHG is the direct employer of all on-site hotel staff, including front-desk associates, housekeeping personnel, food and beverage staff, and management personnel. Palomar retains ownership of the physical property and receives management fees and a share of operating revenues as specified in the HMA.

Rationale: The demand letter from Garza, Linden & Okafor LLP identifies the Verimark Shores Clearwater property as one of the locations at which the alleged wage-and-hour violations occurred. Under the FLSA's "economic reality" test and the Department of Labor's joint-employer analysis framework, Palomar Realty Partners LLC may be subject to joint-employer liability if the factual record demonstrates that Palomar exercises sufficient control over the terms and conditions of employment of VHG's on-site staff. Depending on the outcome of the joint-employer analysis, Palomar's interests may be aligned with VHG's (if both seek to defeat joint-employer status) or may diverge (if Palomar seeks to shift liability to VHG as the direct employer, or if VHG seeks contribution or indemnity from Palomar). Calderwood & Harkness must confirm that no current or prior representation of Palomar exists that would preclude C&H from advising VHG on the joint-employer question, from asserting claims against Palomar on VHG's behalf, or from negotiating a common interest or joint defense agreement with Palomar.

Search Result:

Palomar Realty Partners LLC: No record of Palomar Realty Partners LLC was identified in the C&H ConflictsCheck system as a client, former client, adverse party, or interested entity in any active or closed matter. No C&H attorney has disclosed a personal interest in Palomar or a relationship with Palomar's principals.

Ricardo E. Montalvo: No individual representation or adverse relationship identified. Mr. Montalvo does not appear in the Firm's conflicts database in any capacity.

Note: If VHG and Palomar Realty Partners LLC enter into a common interest agreement or joint defense agreement in connection with this matter, a supplemental conflicts check should be performed at that time to confirm continued clearance and to ensure that the terms of any such agreement include appropriate provisions regarding the scope and limitations of the attorney-client relationship. Palomar is not a proposed client of Calderwood & Harkness in this engagement; it is a third party whose interests may be analyzed in the course of the Firm's representation of VHG. C&H will not provide legal advice to Palomar absent a separate engagement letter, conflicts clearance, and informed consent.

Conclusion: Clear.

3.6 Luminos Payroll Solutions Inc. (Payroll Processor / Timekeeping Vendor)

Full Legal Name: Luminos Payroll Solutions Inc.

Entity Type: Corporation organized under the laws of the State of Georgia

Address: 3300 Peachtree Road NE, Suite 800, Atlanta, Georgia 30326

Key Contact: Shannon D. Prewitt, Senior Account Manager (VHG account)

Luminos TimeTrack System ID (VHG Account): LTT-VHG-2022-0041

Relationship to VHG: Luminos Payroll Solutions Inc. has served as VHG's outsourced payroll processing and timekeeping platform provider for all VHG-managed properties since January 1, 2022, pursuant to a Master Services Agreement between VHG and Luminos dated December 15, 2021. The Luminos TimeTrack system is the source of all employee time-punch data, automated meal-break deduction configurations (including the auto-deduction rule identified as AR-MEAL-030), payroll registers, wage statements, and related records at issue in the Serrano demand. The auto-deduction rule AR-MEAL-030, which is at the center of the demand letter's allegations, was configured within the Luminos TimeTrack system and governs the automatic deduction of thirty (30) minutes from an employee's recorded hours worked for each shift exceeding six (6) hours, on the assumption that the employee took an uninterrupted meal break. The demand letter alleges that this auto-deduction was applied even when employees did not, in fact, take meal breaks, resulting in systematic underpayment of wages.

Rationale: Luminos Payroll Solutions Inc. is a critical third-party vendor whose systems and configurations are directly implicated in the wage-and-hour allegations. Calderwood & Harkness must confirm that no current representation of Luminos exists that could compromise C&H's ability to (a) issue data-preservation requests to Luminos on VHG's behalf, (b) subpoena records from Luminos in the event of litigation, (c) analyze and potentially criticize Luminos's system configurations and default settings as part of the audit, or (d) assert claims against Luminos on VHG's behalf (including, without limitation, claims for contribution, indemnity, breach of contract, or negligence arising from the configuration of the auto-deduction rule). A current or prior representation of Luminos would create an actual or potential conflict under these circumstances.

Search Result:

Luminos Payroll Solutions Inc.: No record of Luminos Payroll Solutions Inc. was identified in the C&H ConflictsCheck system. Luminos is not a current or former client of Calderwood & Harkness LLP. Luminos does not appear as an adverse party, interested entity, or non-party participant in any active or closed C&H matter.

Shannon D. Prewitt: No individual record was identified. Ms. Prewitt does not appear in the Firm's conflicts database in any capacity. No C&H attorney has disclosed a personal or professional relationship with Ms. Prewitt.

Conclusion: Clear.

3.7 Pinnacle Indemnity Corp. (EPL Insurance Carrier)

Full Legal Name: Pinnacle Indemnity Corp.

Entity Type: Insurance corporation, domiciled in the State of Connecticut

EPL Policy Number: PIN-EPL-2025-44781

Coverage Limits: $10,000,000 per occurrence / $25,000,000 aggregate

Self-Insured Retention: $500,000 per claim

Policy Period: July 1, 2025, through June 30, 2026

Claims Contact: Lydia C. Bowman, Senior Claims Examiner, Pinnacle Indemnity Corp.

Relationship to VHG: Pinnacle Indemnity Corp. is VHG's Employment Practices Liability insurance carrier. VHG intends to tender the Serrano demand under its EPL policy as part of the scoping-phase engagement. The tender letter will be prepared by the C&H engagement team and submitted through VHG's General Counsel to Pinnacle's claims department. Depending on Pinnacle's response — acceptance, denial, or reservation of rights — Pinnacle's interests may align with or diverge from VHG's interests.

Rationale: If Calderwood & Harkness currently represented Pinnacle Indemnity Corp. as a client, a conflict of interest could arise in the event that Pinnacle disputes coverage, denies the claim, or asserts a reservation of rights in connection with the Serrano demand. In such a scenario, C&H would be in the untenable position of representing a client (VHG) whose interests are directly adverse to another client (Pinnacle) on a related matter. Even if Pinnacle accepts the tender without reservation, the potential for future divergence of interests requires that the Firm confirm the absence of any client relationship with Pinnacle.

Search Result:

Pinnacle Indemnity Corp.: No record of Pinnacle Indemnity Corp. was identified in the C&H ConflictsCheck system as a current or former client of the Firm. Pinnacle does not appear as an adverse party in any active or closed matter. No C&H attorney has identified a personal interest in Pinnacle or a professional relationship with Pinnacle's personnel through the Firm's disclosure processes.

Lydia C. Bowman: No individual record was identified. Ms. Bowman does not appear in the Firm's conflicts database in any capacity.

Note: If a coverage dispute arises between VHG and Pinnacle Indemnity Corp. at any point during the engagement, a supplemental conflicts review should be conducted at that time to confirm the Firm's continued clearance to represent VHG in connection with the coverage dispute. Additionally, if Pinnacle accepts the tender and appoints panel counsel to defend VHG in any subsequent litigation, the relationship between C&H and panel counsel should be clarified through appropriate coordination agreements.

Conclusion: Clear.

3.8 Ridgepoint Advisory Group LLC (Prospective Forensic Payroll Consultant)

Full Legal Name: Ridgepoint Advisory Group LLC

Entity Type: Limited liability company organized under the laws of the State of Florida

Address: 500 East Broward Boulevard, Suite 1050, Fort Lauderdale, Florida 33394

Principal: Dr. Alicia Tran, CPA, CFF (Certified in Financial Forensics)

Status: Under consideration by Calderwood & Harkness to assist with forensic payroll analytics and damages modeling in connection with the VHG wage-and-hour audit. Ridgepoint has not yet been formally engaged. Engagement is pending VHG's approval of the budget allocation for consulting fees, which is expected to be addressed by VHG's Audit Committee at its next scheduled meeting.

Rationale: If engaged, Ridgepoint Advisory Group LLC would work under the direction and supervision of the C&H engagement team, and the work product generated by Ridgepoint would be prepared at the direction of counsel in anticipation of litigation, thereby falling within the umbrella of attorney-client privilege and work-product protection. Calderwood & Harkness must confirm that no adverse relationship exists between the Firm and Ridgepoint or its principal that could compromise the integrity of the consulting arrangement or create an appearance of impropriety.

Search Result:

Ridgepoint Advisory Group LLC: No record of Ridgepoint Advisory Group LLC was identified in the C&H ConflictsCheck system. Ridgepoint is not a current or former client, adverse party, or interested entity in any C&H matter.

Dr. Alicia Tran: No individual record was identified. Dr. Tran does not appear in the Firm's conflicts database in any capacity. Dr. Tran is not a former employee, contractor, or consultant of Calderwood & Harkness LLP.

Conclusion: Clear.

3.9 Hargrove Kessler & Co. LLP (VHG's Independent Auditors)

Full Legal Name: Hargrove Kessler & Co. LLP

Address: 200 South Orange Avenue, Suite 1600, Orlando, Florida 32801

Engagement Partner: Nathaniel R. Webb, CPA

Relationship to VHG: Hargrove Kessler & Co. LLP serves as VHG's independent registered public accounting firm. Hargrove Kessler performed the audit of VHG's consolidated financial statements for the fiscal year ended December 31, 2025, and has served as VHG's external auditor since VHG's initial public offering in 2020.

Rationale: While Hargrove Kessler is not a party to the wage-and-hour matter and is not expected to be directly involved in the engagement, the Firm's representation of VHG in a matter that may give rise to material contingent liabilities could necessitate coordination with Hargrove Kessler. Specifically, VHG's financial disclosures — including any contingent-liability accruals, loss estimates, or risk-factor updates in VHG's Form 10-Q or Form 10-K filings — may require discussion between VHG's management, its legal counsel, and its independent auditors under ASC 450 (formerly SFAS No. 5). The search was performed as a precautionary measure to identify any relationship that could complicate such coordination.

Search Result:

Hargrove Kessler & Co. LLP: No record of Hargrove Kessler & Co. LLP was identified in the C&H ConflictsCheck system as a client, adverse party, or interested entity in any active or closed matter. No conflicts identified.

Nathaniel R. Webb: No individual record was identified. Mr. Webb does not appear in the Firm's conflicts database in any capacity. No C&H attorney has disclosed a personal or professional relationship with Mr. Webb.

Conclusion: Clear.

4. Search Methodology

The conflicts search was conducted using the following methodology, in accordance with Calderwood & Harkness LLP's Conflicts of Interest Policy (Firm Policy 3.01) and the procedures established by the Firm's Conflicts Committee.

Database Search: All names, short names, aliases, trade names, Employer Identification Numbers, and entity variations identified in Section 3 above were entered into the C&H ConflictsCheck system. The ConflictsCheck system is the Firm's proprietary, centralized conflicts-of-interest database, which is maintained by the Firm's Conflicts Department and updated in real time as new matters are opened, closed, or modified. The database encompasses the following categories of records:

(a) All active matters across all C&H offices (domestic and international);

(b) All closed matters, retained in the system for a minimum period of ten (10) years from the date of file closure;

(c) Lateral hire disclosures, including prior-firm client lists, adverse-party lists, and conflict waivers submitted by all lateral hires during the onboarding process;

(d) Personal interest disclosures submitted by all partners and associates pursuant to the Firm's annual personal interest disclosure requirements, including financial interests, board memberships, family relationships, and other potentially conflicting relationships; and

(e) "Do Not Act Against" lists and standing conflict waivers maintained for institutional clients.

The search was configured to identify exact and partial matches across all fields, including party names, aliases, EINs, addresses, and matter descriptions. The search returned results for each entity and individual identified in Section 3, and each result was individually reviewed by the undersigned attorneys to determine its relevance to the proposed engagement.

Manual Review: In addition to the automated database search, the Responsible Partner (Bernard Crawford) and Billing Partner (Renata Vasquez) each personally reviewed the search results generated by the ConflictsCheck system and independently confirmed that they have no undisclosed relationships with any of the searched parties. The Responsible Partner and Billing Partner each signed the Firm's standard Conflicts Certification Form (Form 3.01-C), copies of which are maintained in the engagement file.

Lateral Hire Check: A supplemental search was performed against the Firm's lateral hire conflicts database to determine whether any attorney currently at Calderwood & Harkness previously represented any of the searched parties at a prior firm. The lateral hire database includes conflicts disclosures submitted by all attorneys who joined the Firm through lateral transfer during the preceding ten (10) years. The search returned no matches. No attorney currently at C&H previously represented Verimark Hospitality Group Inc., Daniela M. Serrano, Garza, Linden & Okafor LLP (as a client), Palomar Realty Partners LLC, Luminos Payroll Solutions Inc., Pinnacle Indemnity Corp., Ridgepoint Advisory Group LLC, or Hargrove Kessler & Co. LLP at any prior firm.

Search Dates: The initial automated search was run on January 27, 2026. The supplemental manual review, lateral hire check, and office-level inquiries to the Miami, Tampa, and Orlando offices were completed on January 29, 2026.

5. Engagement-Specific Considerations

In addition to the formal conflicts search documented in Sections 3 and 4 above, the engagement team has identified the following engagement-specific considerations that, while not giving rise to conflicts of interest, are noted for the record and for the guidance of the working attorneys on this matter.

5.1 Potential for Adverse Interests Among Non-Client Parties

The proposed engagement involves several non-client third parties whose interests may intersect with or diverge from VHG's interests as the engagement progresses. While none of these entities are current or former clients of Calderwood & Harkness, the potential for future adversity should be monitored throughout the engagement, and supplemental conflicts reviews should be conducted as warranted by developments.

Palomar Realty Partners LLC: Palomar is not a client of Calderwood & Harkness, and no conflict has been identified. However, Palomar's interests may diverge from VHG's depending on the outcome of the joint-employer analysis. If the factual record supports a finding that Palomar exercises sufficient control over VHG's on-site employees at the Verimark Shores Clearwater property to satisfy the FLSA's joint-employer test, Palomar may face joint and several liability with VHG for any back-pay and liquidated damages owed to the claimant class. In that scenario, VHG and Palomar may seek to allocate liability between themselves, potentially giving rise to cross-claims, contribution claims, or indemnity claims. Calderwood & Harkness will represent only VHG in this engagement and will not provide legal advice to Palomar. Any common interest agreement or joint defense agreement entered into between VHG and Palomar will include explicit disclaimers that C&H does not represent Palomar and that no attorney-client relationship exists between C&H and Palomar.

Pinnacle Indemnity Corp.: Pinnacle is not a client of Calderwood & Harkness, and no conflict has been identified. VHG intends to tender the Serrano demand under its EPL policy. If Pinnacle accepts the tender, Pinnacle's interests will generally be aligned with VHG's, though divergences may arise with respect to settlement authority, litigation strategy, or the allocation of defense costs within the self-insured retention. If Pinnacle denies coverage or issues a reservation of rights, VHG may need to retain separate coverage counsel to challenge the denial or preserve its rights under the policy. C&H's representation of VHG against Pinnacle in a coverage dispute would not create a conflict, as Pinnacle is not and has never been an C&H client.

Luminos Payroll Solutions Inc.: Luminos is not a client of Calderwood & Harkness, and no conflict has been identified. VHG may have contribution, indemnity, breach of contract, or negligence claims against Luminos depending on the results of the payroll audit and the analysis of the auto-deduction configuration. Specifically, if the audit reveals that the AR-MEAL-030 rule was configured by Luminos as a default setting (rather than at VHG's specific direction), or if Luminos failed to alert VHG to compliance risks associated with the auto-deduction configuration, VHG may seek to recover a portion of its wage-and-hour liability from Luminos. No conflict of interest precludes the assertion of such claims by C&H on VHG's behalf.

5.2 Public Company Considerations

Verimark Hospitality Group Inc. is a publicly traded company listed on the Nasdaq Stock Market. The proposed engagement involves the investigation of potential wage-and-hour liability that, depending on the scope of the exposure, may constitute a material contingent liability requiring disclosure in VHG's periodic filings with the Securities and Exchange Commission. Specifically, VHG may be required to:

(a) Record a contingent-liability accrual under ASC 450 if the exposure is deemed probable and reasonably estimable;

(b) Update the risk-factor disclosures in VHG's Form 10-Q or Form 10-K to reflect the pending demand and the potential for collective or class action litigation; and

These considerations may require coordination between the C&H engagement team, VHG's General Counsel, VHG's securities counsel (which, the engagement team understands, is a separate firm not involved in this engagement), and VHG's independent auditors, Hargrove Kessler & Co. LLP. The engagement team should be mindful of the potential for privilege-waiver issues in connection with any communications shared with the independent auditors or disclosed in public filings. These public company considerations are noted for the record and do not give rise to any conflicts implications.

6. Conclusion and Clearance

All conflicts searches — automated database searches, manual reviews, lateral hire checks, and office-level inquiries — returned clear results. No actual, potential, or positional conflicts of interest have been identified with respect to the proposed engagement of Verimark Hospitality Group Inc. for the pre-litigation wage-and-hour audit and scoping-phase advisory engagement described herein.

The matter is CLEARED for opening as of January 29, 2026.

Matter Number 1021-00005 has been assigned in the Firm's matter management system, and the new-matter intake form has been approved by the Conflicts Department.

The engagement team is reminded that this clearance is based on the facts and circumstances known as of the date of this memorandum. If the scope of the engagement changes materially at any time — including, without limitation, any of the following circumstances — a supplemental conflicts check must be performed before the engagement proceeds under the expanded scope:

(a) Assertion of claims against or by any of the entities or individuals searched in this memorandum, including but not limited to contribution, indemnity, or coverage claims;

(b) Engagement of additional consultants, experts, or vendors not previously searched;

(c) Expansion of the engagement to include additional Verimark affiliates, subsidiaries, or managed properties not identified in the current matter scope;

(d) Identification of additional adverse parties, putative class members, or opt-in plaintiffs whose names or affiliations may give rise to conflicts;

(e) Entry into a common interest agreement or joint defense agreement with any third party, including Palomar Realty Partners LLC;

(f) Any coverage dispute, denial, or reservation of rights by Pinnacle Indemnity Corp.; or

(g) Any change in the identity or composition of the C&H engagement team, including the addition of attorneys from other practice groups or offices.

The engagement team should promptly notify the Conflicts Department of any such developments to ensure that supplemental clearance is obtained in a timely manner.

7. Approval

Cleared by: Bernard Crawford, Responsible Partner, Labor & Employment

Date: January 29, 2026

Reviewed by: Renata Vasquez, Billing Partner, Labor & Employment

Prepared by: Nadia Petrov, Lead Associate, Labor & Employment

APPROVED:

________________________________________

Bernard Crawford Responsible Partner, Labor & Employment Calderwood & Harkness LLP

Date: January 29, 2026

REVIEWED:

________________________________________

Renata Vasquez Billing Partner, Labor & Employment Calderwood & Harkness LLP

Date: January 29, 2026

Distribution: This memorandum is privileged and confidential. Distribution is limited to the engagement team (Bernard Crawford, Renata Vasquez, Nadia Petrov, and James Underwood) and to the Firm's General Counsel and Conflicts Committee as required by Calderwood & Harkness LLP Firm Policy 3.01. This memorandum may not be distributed outside the Firm or disclosed to Verimark Hospitality Group Inc. or any other party without the prior written authorization of the Responsible Partner and the Firm's General Counsel.

CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM — PRIVILEGED AND CONFIDENTIAL
Attorney-Client Privilege / Work Product — Not for Distribution Outside the Firm
CONFLICTS CLEARANCE MEMORANDUM
TO: Bernard Crawford, Responsible Partner, Labor & Employment
FROM: Renata Vasquez, Billing Partner, Labor & Employment Nadia Petrov, Lead Associate, Labor & Employment
DATE: January 29, 2026
RE: Conflicts Clearance — Proposed Engagement of Verimark Hospitality Group Inc. (Pre-Litigation Wage-and-Hour Audit)
MATTER NUMBER: 1021-00005
STATUS: CLEARED — No conflicts identified
1. Purpose and Summary
This memorandum documents the results of the conflicts-of-interest check conducted in connection with the proposed engagement of Verimark Hospitality Group Inc. ("VHG" or the "Prospective Client") for a pre-litigation wage-and-hour audit and scoping-phase advisory engagement. The conflicts review was undertaken in accordance with the Calderwood & Harkness LLP ("C&H" or the "Firm") Conflicts of Interest Policy (Firm Policy 3.01, as amended effective September 1, 2025), the Florida Rules of Professional Conduct (Rules 4-1.7, 4-1.9, and 4-1.10), and the ABA Model Rules of Professional Conduct (Rules 1.7, 1.9, and 1.10), as applicable.
The conflicts search was initiated on January 27, 2026, upon receipt of a new-matter intake form submitted by Renata Vasquez. The search was completed on January 29, 2026, following both an automated review through the Firm's proprietary conflicts database ("C&H ConflictsCheck") and a supplemental manual review of active and closed matter files across all domestic and international offices of Calderwood & Harkness LLP.
The scope of the search encompassed the Prospective Client and its key officers and personnel, the identified adverse party and her counsel, relevant third-party entities whose interests may be implicated by the engagement (including the property owner, payroll vendor, insurance carrier, prospective forensic consultant, and the Prospective Client's independent auditors), and all known aliases, affiliates, and alternative name variations for each searched party. The search was designed to identify any actual conflicts, potential conflicts, positional conflicts, or other circumstances that, under the applicable rules and the Firm's internal policies, would require disclosure, informed consent, or declination of the engagement.
Summary Conclusion: No actual or potential conflicts of interest have been identified. No waivers, consents, or ethical screens are required. The matter is cleared for opening under Matter Number 1021-00005, subject to the supplemental-review requirements set forth in Section 6 below.
2. Proposed Engagement — Overview
The following summarizes the material terms and scope of the proposed engagement, as reflected in the new-matter intake form, the draft engagement letter circulated to VHG General Counsel on January 28, 2026, and discussions between the engagement team and VHG's in-house legal department.
Client: Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "VMHG." VHG is headquartered at 2400 Bayshore Boulevard, Suite 1100, Tampa, Florida 33629. The company's federal Employer Identification Number is 84-3291076. VHG owns and operates a portfolio of full-service hotels, resort properties, and extended-stay facilities across the southeastern United States, with approximately 4,200 employees across twelve managed properties.
Nature of Engagement: The proposed engagement involves a pre-litigation wage-and-hour audit (scoping phase) in response to a demand letter dated January 14, 2026, received by VHG from the law firm of Garza, Linden & Okafor LLP, acting on behalf of former VHG employee Daniela M. Serrano. The demand letter alleges systemic violations of the Fair Labor Standards Act, 29 U.S.C. §§ 201–219 ("FLSA"), and the Florida Constitution, Article X, Section 24 (the Florida minimum-wage provision), arising from VHG's automated meal-break deduction policies and practices. The demand letter threatens the initiation of a collective action under 29 U.S.C. § 216(b) and a class action under Federal Rule of Civil Procedure 23, on behalf of all current and former hourly, non-exempt employees at VHG-managed properties.
Scope of Engagement: The scoping phase of the engagement will encompass the following work streams:
(a) Review and analysis of the demand-letter allegations, including evaluation of the legal theories asserted and the factual predicates identified therein;
(b) Preliminary exposure assessment, including estimation of potential back-pay liability, liquidated damages, statutory penalties, and attorneys' fees under the FLSA and applicable state law;
(c) Data preservation advisory, including preparation and issuance of a litigation-hold notice to VHG management and relevant custodians, and coordination with VHG's IT department and payroll vendor regarding preservation of electronically stored information;
(d) Design and implementation of a payroll and timekeeping audit, focused on the operation of VHG's automated meal-break deduction rule (identified in VHG's Luminos TimeTrack system as rule AR-MEAL-030), the accuracy of recorded hours worked, and compliance with federal and state wage-and-hour requirements;
(e) Insurance coverage analysis, including review of VHG's Employment Practices Liability ("EPL") insurance policy and preparation of a tender letter to VHG's EPL carrier;
(f) Remediation recommendations, including identification of prospective changes to VHG's timekeeping policies and payroll practices to reduce ongoing compliance risk; and
(g) Litigation-avoidance strategy, including evaluation of potential pre-suit resolution through negotiation, mediation, or voluntary compliance measures.
Practice Group: Labor & Employment
Responsible Partner: Bernard Crawford
Billing Partner: Renata Vasquez
Working Attorneys: Nadia Petrov, Lead Associate; James Underwood, Associate
VHG Board Authorization: The Audit Committee of VHG's Board of Directors authorized the engagement on January 29, 2026, by unanimous written consent. The Audit Committee approved a budget cap of $350,000 for the scoping phase, inclusive of all legal fees and costs, consultant fees, and related expenses. The authorization is documented in VHG Audit Committee Resolution No. AC-2026-003, a copy of which has been provided to the Firm by VHG General Counsel Devin K. Arroyo.
3. Parties and Entities Searched
The following parties, entities, and individuals were run through the C&H ConflictsCheck system and manually reviewed against the Firm's active and closed matter files, lateral hire disclosures, and personal interest disclosures. Each subsection below identifies the party searched, the rationale for its inclusion in the conflicts search, the search terms and variations used, and the result of the search.
3.1 Verimark Hospitality Group Inc. (Prospective Client)
Full Legal Name: Verimark Hospitality Group Inc.
Short Names / Aliases Searched: Verimark; VHG; VMHG; Verimark Hotels; Verimark Hospitality; Verimark Hospitality Group
Entity Type: Corporation organized under the laws of the State of Delaware; publicly traded on the Nasdaq Stock Market (ticker: VMHG)
Employer Identification Number (EIN): 84-3291076
Headquarters: 2400 Bayshore Boulevard, Suite 1100, Tampa, Florida 33629
Registered Agent: Ashgrove Services Inc., 1200 South Pine Island Road, Suite 600, Plantation, Florida 33324
Key Officers: Searched individually (see Section 3.2 below)
Search Result: No current or prior representation of Verimark Hospitality Group Inc. by Calderwood & Harkness LLP was identified. VHG does not appear in any active or closed matter file as a client, former client, adverse party, co-party, affiliate, subsidiary, interested entity, or non-party participant. No attorney at the Firm has disclosed any personal interest in VHG or its securities through the Firm's annual personal interest disclosure process. No adverse representations involving VHG were identified.
Conclusion: Clear.
3.2 VHG Officers and Key Personnel
The following individuals were searched in connection with their roles as senior officers and key personnel of VHG. These individuals constitute VHG's senior management team and include the primary contacts for the proposed engagement. Any personal adverse representation, prior attorney-client relationship, or other professional or personal relationship that could give rise to a conflict of interest must be identified and disclosed.
Individuals Searched:
(a) Theodore R. Langford, Chief Executive Officer, Verimark Hospitality Group Inc.
(b) Marguerite A. Dunning, Chief Financial Officer, Verimark Hospitality Group Inc.
(c) Devin K. Arroyo, General Counsel, Verimark Hospitality Group Inc.
(d) Carla S. Whitfield, Vice President, Human Resources, Verimark Hospitality Group Inc.
(e) Enrique J. Fuentes, Director, Payroll & Workforce Compliance, Verimark Hospitality Group Inc.
(f) Malik P. Jefferson, Corporate IT Administrator, Verimark Hospitality Group Inc.
Rationale: These individuals are the members of VHG's senior management and operational leadership who will serve as the Firm's primary points of contact throughout the engagement. Mr. Arroyo, as General Counsel, will serve as the principal liaison between VHG and the Firm. Ms. Whitfield and Mr. Fuentes are the individuals most directly involved in the payroll and timekeeping practices at issue. Mr. Jefferson oversees the IT systems from which electronically stored information will be collected. Any personal adverse representation, prior individual representation, or personal relationship between any C&H attorney and any of these individuals would require disclosure and analysis under the applicable conflict-of-interest rules.
Search Result: None of the above individuals appear in the Firm's conflicts database as current or former clients, adverse parties, witnesses, or otherwise in any capacity in any C&H matter, whether active or closed. No C&H attorney has disclosed a personal or professional relationship with any of the above individuals through the Firm's personal interest disclosure process or in response to the manual inquiry conducted in connection with this conflicts check.
Conclusion: Clear.
3.3 Daniela M. Serrano (Claimant / Adverse Party)
Full Name: Daniela M. Serrano
Role: Former front-desk associate (hourly, non-exempt classification) at the Verimark Regency Tampa property; employed by VHG from March 14, 2022, through August 22, 2025
VHG Employee ID: VHG-EMP-20220314-5587
Status: Claimant; named individual in the demand letter of January 14, 2026, transmitted by Garza, Linden & Okafor LLP; putative collective action representative under 29 U.S.C. § 216(b) and putative class representative under Federal Rule of Civil Procedure 23
Known Addresses Searched: Addresses on file with VHG's human resources records (redacted herein for privacy)
Rationale: Ms. Serrano is the identified adverse party in this matter. The Firm must confirm that Calderwood & Harkness has never represented Ms. Serrano individually or any entity in which she holds a material interest, and that no C&H attorney has a personal or professional relationship with Ms. Serrano that could create the appearance of a conflict or compromise the Firm's undivided loyalty to VHG. Under the Florida Rules of Professional Conduct, Rule 4-1.7, representation of VHG would be directly adverse to Ms. Serrano's interests, and any prior or concurrent representation of Ms. Serrano would create an impermissible conflict absent informed written consent from both parties, which would be impracticable in the circumstances.
Search Result: No record of Daniela M. Serrano was identified in the C&H ConflictsCheck system in any capacity — not as a client, former client, prospective client, adverse party, witness, or otherwise. A manual inquiry was directed to all partners and associates in the Firm's Miami, Tampa, and Orlando offices, which are the offices most likely to have had contact with individuals in the Tampa Bay and broader Florida labor market. All responding attorneys confirmed no known personal or professional relationship with Ms. Serrano. No C&H attorney reported having previously encountered Ms. Serrano in any professional, social, or personal context.
Conclusion: Clear.
3.4 Garza, Linden & Okafor LLP (Opposing Counsel)
Full Legal Name: Garza, Linden & Okafor LLP
Short Name: GLO
Address: 600 Brickell Avenue, Suite 2200, Miami, Florida 33131
Attorneys of Record in the Serrano Matter:
(a) Marco A. Garza, Named Partner, Lead Attorney
(b) Priya N. Chandrasekaran, Associate
Rationale: Calderwood & Harkness must confirm that it does not currently represent Garza, Linden & Okafor LLP as a client, that there are no active matters in which GLO serves as co-counsel with C&H, and that no lateral hire currently at the Firm previously practiced at GLO or has a prior professional relationship with GLO attorneys that could give rise to a conflict. While the mere fact that GLO is opposing counsel in a matter does not itself create a conflict of interest, any current representation of GLO as a client, or any concurrent matter in which the interests of a GLO client and a VHG client are aligned, could create complications that must be identified and managed.
Search Result:
Firm-Level Search: Garza, Linden & Okafor LLP does not appear as a current or former client of Calderwood & Harkness LLP in any active or closed matter. GLO has appeared as opposing counsel in two prior closed matters in the Firm's database:
(i) Matter No. 1021-00005 — Calderwood & Harkness represented Bayline Distributors Inc. in an employment discrimination defense; GLO represented the plaintiff. The matter was resolved by settlement on October 14, 2022, and the file was closed on November 30, 2022. No ongoing obligations exist. Bayline Distributors Inc. is not in the hospitality industry and has no relationship to VHG.
(ii) Matter No. 1021-00005 — Calderwood & Harkness represented Coastal Heritage Bank, N.A. in a wrongful termination defense; GLO represented the plaintiff. The matter was resolved by summary judgment in favor of Coastal Heritage Bank on March 7, 2024, and the file was closed on April 15, 2024. No ongoing obligations exist. Coastal Heritage Bank has no relationship to VHG or to any party in the proposed engagement.
Neither of these prior matters involved VHG, any hospitality-industry client, or any overlapping parties. Both matters are fully concluded with no remaining duties of confidentiality owed to any party that would be implicated by the proposed VHG engagement. No joint-representation or co-counsel relationships between C&H and GLO were identified in any matter.
Individual Attorney Searches:
Marco A. Garza: No individual representation of Mr. Garza was identified. Mr. Garza is not a former C&H attorney. No C&H attorney has disclosed a personal or professional relationship with Mr. Garza that would give rise to a conflict.
Priya N. Chandrasekaran: No individual representation of Ms. Chandrasekaran was identified. Ms. Chandrasekaran is not a former C&H attorney. No C&H attorney has disclosed a personal or professional relationship with Ms. Chandrasekaran that would give rise to a conflict.
Conclusion: Clear. The status of Garza, Linden & Okafor LLP as opposing counsel does not create any conflict of interest. The two prior closed matters in which GLO appeared as opposing counsel are noted for the record but do not give rise to any actual or potential conflict.
3.5 Palomar Realty Partners LLC (Third-Party Property Owner — Joint-Employer Analysis)
Full Legal Name: Palomar Realty Partners LLC
Entity Type: Limited liability company organized under the laws of the State of Florida
Principal: Ricardo E. Montalvo, Managing Member
Address: 1901 West Cypress Street, Suite 400, Tampa, Florida 33607
Relationship to VHG: Palomar Realty Partners LLC is the fee owner of the real property underlying the Verimark Shores Clearwater hotel property, located at 455 Mandalay Avenue, Clearwater Beach, Florida 33767. VHG manages the Verimark Shores Clearwater property under a Hotel Management Agreement dated June 1, 2021, bearing reference number HMA-2021-0601-PC (the "HMA"). Under the terms of the HMA, VHG is the direct employer of all on-site hotel staff, including front-desk associates, housekeeping personnel, food and beverage staff, and management personnel. Palomar retains ownership of the physical property and receives management fees and a share of operating revenues as specified in the HMA.
Rationale: The demand letter from Garza, Linden & Okafor LLP identifies the Verimark Shores Clearwater property as one of the locations at which the alleged wage-and-hour violations occurred. Under the FLSA's "economic reality" test and the Department of Labor's joint-employer analysis framework, Palomar Realty Partners LLC may be subject to joint-employer liability if the factual record demonstrates that Palomar exercises sufficient control over the terms and conditions of employment of VHG's on-site staff. Depending on the outcome of the joint-employer analysis, Palomar's interests may be aligned with VHG's (if both seek to defeat joint-employer status) or may diverge (if Palomar seeks to shift liability to VHG as the direct employer, or if VHG seeks contribution or indemnity from Palomar). Calderwood & Harkness must confirm that no current or prior representation of Palomar exists that would preclude C&H from advising VHG on the joint-employer question, from asserting claims against Palomar on VHG's behalf, or from negotiating a common interest or joint defense agreement with Palomar.
Search Result:
Palomar Realty Partners LLC: No record of Palomar Realty Partners LLC was identified in the C&H ConflictsCheck system as a client, former client, adverse party, or interested entity in any active or closed matter. No C&H attorney has disclosed a personal interest in Palomar or a relationship with Palomar's principals.
Ricardo E. Montalvo: No individual representation or adverse relationship identified. Mr. Montalvo does not appear in the Firm's conflicts database in any capacity.
Note: If VHG and Palomar Realty Partners LLC enter into a common interest agreement or joint defense agreement in connection with this matter, a supplemental conflicts check should be performed at that time to confirm continued clearance and to ensure that the terms of any such agreement include appropriate provisions regarding the scope and limitations of the attorney-client relationship. Palomar is not a proposed client of Calderwood & Harkness in this engagement; it is a third party whose interests may be analyzed in the course of the Firm's representation of VHG. C&H will not provide legal advice to Palomar absent a separate engagement letter, conflicts clearance, and informed consent.
Conclusion: Clear.
3.6 Luminos Payroll Solutions Inc. (Payroll Processor / Timekeeping Vendor)
Full Legal Name: Luminos Payroll Solutions Inc.
Entity Type: Corporation organized under the laws of the State of Georgia
Address: 3300 Peachtree Road NE, Suite 800, Atlanta, Georgia 30326
Key Contact: Shannon D. Prewitt, Senior Account Manager (VHG account)
Luminos TimeTrack System ID (VHG Account): LTT-VHG-2022-0041
Relationship to VHG: Luminos Payroll Solutions Inc. has served as VHG's outsourced payroll processing and timekeeping platform provider for all VHG-managed properties since January 1, 2022, pursuant to a Master Services Agreement between VHG and Luminos dated December 15, 2021. The Luminos TimeTrack system is the source of all employee time-punch data, automated meal-break deduction configurations (including the auto-deduction rule identified as AR-MEAL-030), payroll registers, wage statements, and related records at issue in the Serrano demand. The auto-deduction rule AR-MEAL-030, which is at the center of the demand letter's allegations, was configured within the Luminos TimeTrack system and governs the automatic deduction of thirty (30) minutes from an employee's recorded hours worked for each shift exceeding six (6) hours, on the assumption that the employee took an uninterrupted meal break. The demand letter alleges that this auto-deduction was applied even when employees did not, in fact, take meal breaks, resulting in systematic underpayment of wages.
Rationale: Luminos Payroll Solutions Inc. is a critical third-party vendor whose systems and configurations are directly implicated in the wage-and-hour allegations. Calderwood & Harkness must confirm that no current representation of Luminos exists that could compromise C&H's ability to (a) issue data-preservation requests to Luminos on VHG's behalf, (b) subpoena records from Luminos in the event of litigation, (c) analyze and potentially criticize Luminos's system configurations and default settings as part of the audit, or (d) assert claims against Luminos on VHG's behalf (including, without limitation, claims for contribution, indemnity, breach of contract, or negligence arising from the configuration of the auto-deduction rule). A current or prior representation of Luminos would create an actual or potential conflict under these circumstances.
Search Result:
Luminos Payroll Solutions Inc.: No record of Luminos Payroll Solutions Inc. was identified in the C&H ConflictsCheck system. Luminos is not a current or former client of Calderwood & Harkness LLP. Luminos does not appear as an adverse party, interested entity, or non-party participant in any active or closed C&H matter.
Shannon D. Prewitt: No individual record was identified. Ms. Prewitt does not appear in the Firm's conflicts database in any capacity. No C&H attorney has disclosed a personal or professional relationship with Ms. Prewitt.
Conclusion: Clear.
3.7 Pinnacle Indemnity Corp. (EPL Insurance Carrier)
Full Legal Name: Pinnacle Indemnity Corp.
Entity Type: Insurance corporation, domiciled in the State of Connecticut
EPL Policy Number: PIN-EPL-2025-44781
Coverage Limits: $10,000,000 per occurrence / $25,000,000 aggregate
Self-Insured Retention: $500,000 per claim
Policy Period: July 1, 2025, through June 30, 2026
Claims Contact: Lydia C. Bowman, Senior Claims Examiner, Pinnacle Indemnity Corp.
Relationship to VHG: Pinnacle Indemnity Corp. is VHG's Employment Practices Liability insurance carrier. VHG intends to tender the Serrano demand under its EPL policy as part of the scoping-phase engagement. The tender letter will be prepared by the C&H engagement team and submitted through VHG's General Counsel to Pinnacle's claims department. Depending on Pinnacle's response — acceptance, denial, or reservation of rights — Pinnacle's interests may align with or diverge from VHG's interests.
Rationale: If Calderwood & Harkness currently represented Pinnacle Indemnity Corp. as a client, a conflict of interest could arise in the event that Pinnacle disputes coverage, denies the claim, or asserts a reservation of rights in connection with the Serrano demand. In such a scenario, C&H would be in the untenable position of representing a client (VHG) whose interests are directly adverse to another client (Pinnacle) on a related matter. Even if Pinnacle accepts the tender without reservation, the potential for future divergence of interests requires that the Firm confirm the absence of any client relationship with Pinnacle.
Search Result:
Pinnacle Indemnity Corp.: No record of Pinnacle Indemnity Corp. was identified in the C&H ConflictsCheck system as a current or former client of the Firm. Pinnacle does not appear as an adverse party in any active or closed matter. No C&H attorney has identified a personal interest in Pinnacle or a professional relationship with Pinnacle's personnel through the Firm's disclosure processes.
Lydia C. Bowman: No individual record was identified. Ms. Bowman does not appear in the Firm's conflicts database in any capacity.
Note: If a coverage dispute arises between VHG and Pinnacle Indemnity Corp. at any point during the engagement, a supplemental conflicts review should be conducted at that time to confirm the Firm's continued clearance to represent VHG in connection with the coverage dispute. Additionally, if Pinnacle accepts the tender and appoints panel counsel to defend VHG in any subsequent litigation, the relationship between C&H and panel counsel should be clarified through appropriate coordination agreements.
Conclusion: Clear.
3.8 Ridgepoint Advisory Group LLC (Prospective Forensic Payroll Consultant)
Full Legal Name: Ridgepoint Advisory Group LLC
Entity Type: Limited liability company organized under the laws of the State of Florida
Address: 500 East Broward Boulevard, Suite 1050, Fort Lauderdale, Florida 33394
Principal: Dr. Alicia Tran, CPA, CFF (Certified in Financial Forensics)
Status: Under consideration by Calderwood & Harkness to assist with forensic payroll analytics and damages modeling in connection with the VHG wage-and-hour audit. Ridgepoint has not yet been formally engaged. Engagement is pending VHG's approval of the budget allocation for consulting fees, which is expected to be addressed by VHG's Audit Committee at its next scheduled meeting.
Rationale: If engaged, Ridgepoint Advisory Group LLC would work under the direction and supervision of the C&H engagement team, and the work product generated by Ridgepoint would be prepared at the direction of counsel in anticipation of litigation, thereby falling within the umbrella of attorney-client privilege and work-product protection. Calderwood & Harkness must confirm that no adverse relationship exists between the Firm and Ridgepoint or its principal that could compromise the integrity of the consulting arrangement or create an appearance of impropriety.
Search Result:
Ridgepoint Advisory Group LLC: No record of Ridgepoint Advisory Group LLC was identified in the C&H ConflictsCheck system. Ridgepoint is not a current or former client, adverse party, or interested entity in any C&H matter.
Dr. Alicia Tran: No individual record was identified. Dr. Tran does not appear in the Firm's conflicts database in any capacity. Dr. Tran is not a former employee, contractor, or consultant of Calderwood & Harkness LLP.
Conclusion: Clear.
3.9 Hargrove Kessler & Co. LLP (VHG's Independent Auditors)
Full Legal Name: Hargrove Kessler & Co. LLP
Address: 200 South Orange Avenue, Suite 1600, Orlando, Florida 32801
Engagement Partner: Nathaniel R. Webb, CPA
Relationship to VHG: Hargrove Kessler & Co. LLP serves as VHG's independent registered public accounting firm. Hargrove Kessler performed the audit of VHG's consolidated financial statements for the fiscal year ended December 31, 2025, and has served as VHG's external auditor since VHG's initial public offering in 2020.
Rationale: While Hargrove Kessler is not a party to the wage-and-hour matter and is not expected to be directly involved in the engagement, the Firm's representation of VHG in a matter that may give rise to material contingent liabilities could necessitate coordination with Hargrove Kessler. Specifically, VHG's financial disclosures — including any contingent-liability accruals, loss estimates, or risk-factor updates in VHG's Form 10-Q or Form 10-K filings — may require discussion between VHG's management, its legal counsel, and its independent auditors under ASC 450 (formerly SFAS No. 5). The search was performed as a precautionary measure to identify any relationship that could complicate such coordination.
Search Result:
Hargrove Kessler & Co. LLP: No record of Hargrove Kessler & Co. LLP was identified in the C&H ConflictsCheck system as a client, adverse party, or interested entity in any active or closed matter. No conflicts identified.
Nathaniel R. Webb: No individual record was identified. Mr. Webb does not appear in the Firm's conflicts database in any capacity. No C&H attorney has disclosed a personal or professional relationship with Mr. Webb.
Conclusion: Clear.
4. Search Methodology
The conflicts search was conducted using the following methodology, in accordance with Calderwood & Harkness LLP's Conflicts of Interest Policy (Firm Policy 3.01) and the procedures established by the Firm's Conflicts Committee.
Database Search: All names, short names, aliases, trade names, Employer Identification Numbers, and entity variations identified in Section 3 above were entered into the C&H ConflictsCheck system. The ConflictsCheck system is the Firm's proprietary, centralized conflicts-of-interest database, which is maintained by the Firm's Conflicts Department and updated in real time as new matters are opened, closed, or modified. The database encompasses the following categories of records:
(a) All active matters across all C&H offices (domestic and international);
(b) All closed matters, retained in the system for a minimum period of ten (10) years from the date of file closure;
(c) Lateral hire disclosures, including prior-firm client lists, adverse-party lists, and conflict waivers submitted by all lateral hires during the onboarding process;
(d) Personal interest disclosures submitted by all partners and associates pursuant to the Firm's annual personal interest disclosure requirements, including financial interests, board memberships, family relationships, and other potentially conflicting relationships; and
(e) "Do Not Act Against" lists and standing conflict waivers maintained for institutional clients.
The search was configured to identify exact and partial matches across all fields, including party names, aliases, EINs, addresses, and matter descriptions. The search returned results for each entity and individual identified in Section 3, and each result was individually reviewed by the undersigned attorneys to determine its relevance to the proposed engagement.
Manual Review: In addition to the automated database search, the Responsible Partner (Bernard Crawford) and Billing Partner (Renata Vasquez) each personally reviewed the search results generated by the ConflictsCheck system and independently confirmed that they have no undisclosed relationships with any of the searched parties. The Responsible Partner and Billing Partner each signed the Firm's standard Conflicts Certification Form (Form 3.01-C), copies of which are maintained in the engagement file.
Lateral Hire Check: A supplemental search was performed against the Firm's lateral hire conflicts database to determine whether any attorney currently at Calderwood & Harkness previously represented any of the searched parties at a prior firm. The lateral hire database includes conflicts disclosures submitted by all attorneys who joined the Firm through lateral transfer during the preceding ten (10) years. The search returned no matches. No attorney currently at C&H previously represented Verimark Hospitality Group Inc., Daniela M. Serrano, Garza, Linden & Okafor LLP (as a client), Palomar Realty Partners LLC, Luminos Payroll Solutions Inc., Pinnacle Indemnity Corp., Ridgepoint Advisory Group LLC, or Hargrove Kessler & Co. LLP at any prior firm.
Search Dates: The initial automated search was run on January 27, 2026. The supplemental manual review, lateral hire check, and office-level inquiries to the Miami, Tampa, and Orlando offices were completed on January 29, 2026.
5. Engagement-Specific Considerations
In addition to the formal conflicts search documented in Sections 3 and 4 above, the engagement team has identified the following engagement-specific considerations that, while not giving rise to conflicts of interest, are noted for the record and for the guidance of the working attorneys on this matter.
5.1 Potential for Adverse Interests Among Non-Client Parties
The proposed engagement involves several non-client third parties whose interests may intersect with or diverge from VHG's interests as the engagement progresses. While none of these entities are current or former clients of Calderwood & Harkness, the potential for future adversity should be monitored throughout the engagement, and supplemental conflicts reviews should be conducted as warranted by developments.
Palomar Realty Partners LLC: Palomar is not a client of Calderwood & Harkness, and no conflict has been identified. However, Palomar's interests may diverge from VHG's depending on the outcome of the joint-employer analysis. If the factual record supports a finding that Palomar exercises sufficient control over VHG's on-site employees at the Verimark Shores Clearwater property to satisfy the FLSA's joint-employer test, Palomar may face joint and several liability with VHG for any back-pay and liquidated damages owed to the claimant class. In that scenario, VHG and Palomar may seek to allocate liability between themselves, potentially giving rise to cross-claims, contribution claims, or indemnity claims. Calderwood & Harkness will represent only VHG in this engagement and will not provide legal advice to Palomar. Any common interest agreement or joint defense agreement entered into between VHG and Palomar will include explicit disclaimers that C&H does not represent Palomar and that no attorney-client relationship exists between C&H and Palomar.
Pinnacle Indemnity Corp.: Pinnacle is not a client of Calderwood & Harkness, and no conflict has been identified. VHG intends to tender the Serrano demand under its EPL policy. If Pinnacle accepts the tender, Pinnacle's interests will generally be aligned with VHG's, though divergences may arise with respect to settlement authority, litigation strategy, or the allocation of defense costs within the self-insured retention. If Pinnacle denies coverage or issues a reservation of rights, VHG may need to retain separate coverage counsel to challenge the denial or preserve its rights under the policy. C&H's representation of VHG against Pinnacle in a coverage dispute would not create a conflict, as Pinnacle is not and has never been an C&H client.
Luminos Payroll Solutions Inc.: Luminos is not a client of Calderwood & Harkness, and no conflict has been identified. VHG may have contribution, indemnity, breach of contract, or negligence claims against Luminos depending on the results of the payroll audit and the analysis of the auto-deduction configuration. Specifically, if the audit reveals that the AR-MEAL-030 rule was configured by Luminos as a default setting (rather than at VHG's specific direction), or if Luminos failed to alert VHG to compliance risks associated with the auto-deduction configuration, VHG may seek to recover a portion of its wage-and-hour liability from Luminos. No conflict of interest precludes the assertion of such claims by C&H on VHG's behalf.
5.2 Public Company Considerations
Verimark Hospitality Group Inc. is a publicly traded company listed on the Nasdaq Stock Market. The proposed engagement involves the investigation of potential wage-and-hour liability that, depending on the scope of the exposure, may constitute a material contingent liability requiring disclosure in VHG's periodic filings with the Securities and Exchange Commission. Specifically, VHG may be required to:
(a) Record a contingent-liability accrual under ASC 450 if the exposure is deemed probable and reasonably estimable;
(b) Update the risk-factor disclosures in VHG's Form 10-Q or Form 10-K to reflect the pending demand and the potential for collective or class action litigation; and
(c) Evaluate whether the demand constitutes a material event requiring disclosure on Form 8-K.
These considerations may require coordination between the C&H engagement team, VHG's General Counsel, VHG's securities counsel (which, the engagement team understands, is a separate firm not involved in this engagement), and VHG's independent auditors, Hargrove Kessler & Co. LLP. The engagement team should be mindful of the potential for privilege-waiver issues in connection with any communications shared with the independent auditors or disclosed in public filings. These public company considerations are noted for the record and do not give rise to any conflicts implications.
6. Conclusion and Clearance
All conflicts searches — automated database searches, manual reviews, lateral hire checks, and office-level inquiries — returned clear results. No actual, potential, or positional conflicts of interest have been identified with respect to the proposed engagement of Verimark Hospitality Group Inc. for the pre-litigation wage-and-hour audit and scoping-phase advisory engagement described herein.
The matter is CLEARED for opening as of January 29, 2026.
Matter Number 1021-00005 has been assigned in the Firm's matter management system, and the new-matter intake form has been approved by the Conflicts Department.
The engagement team is reminded that this clearance is based on the facts and circumstances known as of the date of this memorandum. If the scope of the engagement changes materially at any time — including, without limitation, any of the following circumstances — a supplemental conflicts check must be performed before the engagement proceeds under the expanded scope:
(a) Assertion of claims against or by any of the entities or individuals searched in this memorandum, including but not limited to contribution, indemnity, or coverage claims;
(b) Engagement of additional consultants, experts, or vendors not previously searched;
(c) Expansion of the engagement to include additional Verimark affiliates, subsidiaries, or managed properties not identified in the current matter scope;
(d) Identification of additional adverse parties, putative class members, or opt-in plaintiffs whose names or affiliations may give rise to conflicts;
(e) Entry into a common interest agreement or joint defense agreement with any third party, including Palomar Realty Partners LLC;
(f) Any coverage dispute, denial, or reservation of rights by Pinnacle Indemnity Corp.; or
(g) Any change in the identity or composition of the C&H engagement team, including the addition of attorneys from other practice groups or offices.
The engagement team should promptly notify the Conflicts Department of any such developments to ensure that supplemental clearance is obtained in a timely manner.
7. Approval
Cleared by: Bernard Crawford, Responsible Partner, Labor & Employment
Date: January 29, 2026
Reviewed by: Renata Vasquez, Billing Partner, Labor & Employment
Prepared by: Nadia Petrov, Lead Associate, Labor & Employment
APPROVED:
________________________________________
Bernard Crawford Responsible Partner, Labor & Employment Calderwood & Harkness LLP
Date: January 29, 2026
REVIEWED:
________________________________________
Renata Vasquez Billing Partner, Labor & Employment Calderwood & Harkness LLP
Date: January 29, 2026
Distribution: This memorandum is privileged and confidential. Distribution is limited to the engagement team (Bernard Crawford, Renata Vasquez, Nadia Petrov, and James Underwood) and to the Firm's General Counsel and Conflicts Committee as required by Calderwood & Harkness LLP Firm Policy 3.01. This memorandum may not be distributed outside the Firm or disclosed to Verimark Hospitality Group Inc. or any other party without the prior written authorization of the Responsible Partner and the Firm's General Counsel.

CALDERWOOD & HARKNESS LLP

CONFLICTS CLEARANCE MEMORANDUM

MATTER NUMBER: 1021-00005

APPROVED:

REVIEWED:

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