1021-00008 · Client 1021 · Witness Interviews

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UPJOHN WARNING SCRIPT — STANDARD FORM FOR WITNESS INTERVIEWS

Privileged & Confidential — Attorney-Client Privilege / Attorney Work Product

August 14, 2023

Prepared by: Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4400 Miami, FL 33131

Matter: Internal Investigation — Verimark Hospitality Group Inc. Audit Committee

C&H Matter No.: 1021-00008

INSTRUCTION TO INTERVIEWING ATTORNEY: This script is to be read aloud by the interviewing attorney at the commencement of each witness interview. The interviewer should not paraphrase; the script should be read verbatim. The witness should confirm understanding of each numbered point before the interview proceeds. Blank fields indicated by brackets should be completed by the interviewing attorney in advance of, or at the time of, the interview.

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, court reporter, forensic advisor from Crestline Forensic Advisory LLC, or any other individual in attendance.]

For the record, this interview is being conducted on [Insert date], commencing at [Insert time], at [Insert location].

The witness present is [Insert witness name], who currently holds the position of [Insert title] at Verimark Hospitality Group Inc. / Verimark Coastal Resorts LLC.

If the witness is accompanied by personal counsel: I note for the record that the witness is accompanied by personal legal counsel, [Insert name and firm of witness's personal counsel, if any], who is present during this interview at the witness's request.

If the witness is not accompanied by personal counsel: I note for the record that the witness is not accompanied by personal legal counsel at this time.

Before we begin asking you any questions about the subject matter of this interview, I need to provide you with some important information about the nature of this interview, the role of our law firm, and your rights. I am going to read from a prepared statement to make sure I cover each point accurately and completely. I ask that you listen carefully, and I will ask you to confirm that you understand each point before we move on.

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 represent any individual officer, director, or employee of Verimark Hospitality Group Inc. or any of its subsidiaries, including Verimark Coastal Resorts LLC, in his or her personal or individual capacity.

I want to be very clear on this point: We do not represent you personally. Our client is the Audit Committee of the Board of Directors of Verimark Hospitality Group Inc.

Because we do not represent you, we are not in a position to give you personal legal advice or to act in your personal interest. If you have any questions about whether you should obtain personal legal representation — either in connection with this interview or otherwise — Calderwood & Harkness LLP is not in a position to advise you on that matter, and you should consult with your own attorney independently.

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 purpose of this interview is to gather facts that are relevant to the investigation. We will be asking you questions about matters within your knowledge, including your responsibilities, your involvement in or observations of certain transactions or practices, and any documents or communications that may be relevant.

You are being asked to participate in this interview voluntarily in connection with your duties as an employee (or former employee) of Verimark Hospitality Group Inc. or its subsidiaries. Your cooperation in this investigation is appreciated and expected as part of your obligations to the company.

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 communication belongs to the company — Verimark Hospitality Group Inc. — and not to you individually.

What this means is that Verimark Hospitality Group Inc., acting through the Audit Committee or its other authorized representatives, has the sole authority to waive the attorney-client privilege with respect to this interview. The company may, in its sole discretion, choose to disclose the substance of this interview — including the questions you were asked and the answers you provided — to third parties, such as government agencies, regulators, auditors, or others, at any time. The company may do so without your consent and without notifying you in advance.

You should understand that the Audit Committee may, in its sole discretion, decide to disclose the contents of this interview, including to the U.S. Securities and Exchange Commission, the U.S. Department of Justice, or other governmental authorities. You do not have the ability to prevent such disclosure, because the privilege belongs to the company and not to you.

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 sole exception is that you may discuss this interview with your own personal attorney, if you have retained one or choose to retain one.

Maintaining confidentiality is important to the integrity of the investigation. Disclosure of the contents of this interview to other employees or third parties could compromise the investigation by, among other things, influencing the recollections or testimony of other witnesses, or by permitting the alteration or destruction of relevant evidence.

We ask that you not discuss this interview with your colleagues, supervisors, subordinates, or any other person, other than your own personal legal counsel. If anyone asks you about whether you have been interviewed or what was discussed, please decline to answer and contact Calderwood & Harkness LLP or the Audit Committee's designated representative immediately.

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 employment.

We ask that you answer all questions honestly and to the best of your knowledge, information, and belief. If you do not know the answer to a question, please say so. If you are uncertain about the answer to a question, or if your recollection is incomplete, please indicate that as well. We would rather you tell us that you do not know or are not sure than provide information that may be inaccurate. If, after this interview, you recall additional information that you believe is relevant, please contact Calderwood & Harkness LLP promptly to provide that information.

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 rights you may have under the Fifth Amendment to the United States Constitution or under applicable state law.

If you have retained personal counsel, you may consult with your personal counsel at any time during this interview. If at any point you wish to pause the interview to speak privately with your personal counsel, please let me know, and we will accommodate that request.

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 personal capacity during this interview.

If personal counsel is not present: You have the right to retain personal legal counsel. If you wish to do so before we continue with this interview, please let us know, and we will adjourn to give you the opportunity to obtain counsel. You may also choose to proceed without personal counsel and retain counsel at a later time.

I want to be clear that Calderwood & Harkness LLP is not in a position to recommend or refer personal counsel to you. If you wish to retain personal legal counsel, you should independently seek representation through your own resources, such as a bar association referral service or other means available to you.

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 is not being audio or video recorded. If any recording is being made, you will be informed at this time.

[If the interview is being recorded, state: "This interview is being recorded by [state method — e.g., audio recording, court reporter]. A transcript or recording will be maintained by Calderwood & Harkness LLP as attorney work product."]

[If the interview is not being recorded, state: "This interview is not being audio or video recorded."]

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 all other records in whatever format — remains in full force and effect.

As you are aware, the company issued document-preservation notices on July 24, 2023, both on a company-wide basis and targeted specifically to custodians at Verimark Coastal Resorts LLC. If you received a preservation notice, your obligations under that notice continue and are ongoing.

If you have not already done so, please ensure that you are complying with all document-preservation obligations. You must not delete, discard, alter, or destroy any documents or electronically stored information that may be relevant to this investigation. If you have any questions about what documents or information must be preserved, or about the scope of your preservation obligations, please contact [insert appropriate contact, such as the General Counsel's office, the Audit Committee's designee, or Calderwood & Harkness LLP].

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 question. Do not proceed with the substantive interview until the witness has confirmed understanding of all points.

If the witness declines to participate in the interview, or requests to stop the interview in order to consult with personal counsel before proceeding, the interviewer should accommodate the request. The interviewer should note the witness's request and the time at which the interview was suspended on the interview record, and should promptly notify the lead partner on the investigation.

Once the witness confirms understanding of all points, the interviewer should note on the interview record:

"[Witness name] confirmed understanding of Upjohn warnings at [time] on [date]."

The interview may then proceed with substantive questions.

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 should be completed in writing on the interviewer's copy of the script.

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 interview. If a signed acknowledgment form is used, the original should be retained by Calderwood & Harkness LLP as part of the investigation file.

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 are as follows:

[Insert names of known subject counsel and their respective firms, as applicable to this interview.]

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 categorized as subjects, fact witnesses, or otherwise — must receive the complete Upjohn warning before any substantive questioning begins.

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 between the company's interests and the witness's personal interests;

(b) Emphasize the witness's right to retain personal legal counsel before the interview continues;

(c) Provide the witness with a reasonable opportunity to consult with personal counsel, including adjourning the interview if necessary; and

(d) Document the re-administration of warnings and the witness's response in the interview record and in the memorandum of interview.

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 conduct of witness interviews, the preparation of interview memoranda, the handling of privileged materials, and the protocol for reporting findings to the Audit Committee.

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 memorandum should include the date, time, and location of the interview; the names of all persons present; a notation that Upjohn warnings were administered and confirmed; and a summary of the witness's responses to substantive questions.

— END OF SCRIPT —

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT Calderwood & Harkness LLP C&H Matter No. 1021-00008

UPJOHN WARNING SCRIPT — STANDARD FORM FOR WITNESS INTERVIEWS
Privileged & Confidential — Attorney-Client Privilege / Attorney Work Product
August 14, 2023
Prepared by: Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4400 Miami, FL 33131
Matter: Internal Investigation — Verimark Hospitality Group Inc. Audit Committee
C&H Matter No.: 1021-00008
INSTRUCTION TO INTERVIEWING ATTORNEY: This script is to be read aloud by the interviewing attorney at the commencement of each witness interview. The interviewer should not paraphrase; the script should be read verbatim. The witness should confirm understanding of each numbered point before the interview proceeds. Blank fields indicated by brackets should be completed by the interviewing attorney in advance of, or at the time of, the interview.
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, court reporter, forensic advisor from Crestline Forensic Advisory LLC, or any other individual in attendance.]
For the record, this interview is being conducted on [Insert date], commencing at [Insert time], at [Insert location].
The witness present is [Insert witness name], who currently holds the position of [Insert title] at Verimark Hospitality Group Inc. / Verimark Coastal Resorts LLC.
If the witness is accompanied by personal counsel: I note for the record that the witness is accompanied by personal legal counsel, [Insert name and firm of witness's personal counsel, if any], who is present during this interview at the witness's request.
If the witness is not accompanied by personal counsel: I note for the record that the witness is not accompanied by personal legal counsel at this time.
Before we begin asking you any questions about the subject matter of this interview, I need to provide you with some important information about the nature of this interview, the role of our law firm, and your rights. I am going to read from a prepared statement to make sure I cover each point accurately and completely. I ask that you listen carefully, and I will ask you to confirm that you understand each point before we move on.
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 represent any individual officer, director, or employee of Verimark Hospitality Group Inc. or any of its subsidiaries, including Verimark Coastal Resorts LLC, in his or her personal or individual capacity.
I want to be very clear on this point: We do not represent you personally. Our client is the Audit Committee of the Board of Directors of Verimark Hospitality Group Inc.
Because we do not represent you, we are not in a position to give you personal legal advice or to act in your personal interest. If you have any questions about whether you should obtain personal legal representation — either in connection with this interview or otherwise — Calderwood & Harkness LLP is not in a position to advise you on that matter, and you should consult with your own attorney independently.
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 purpose of this interview is to gather facts that are relevant to the investigation. We will be asking you questions about matters within your knowledge, including your responsibilities, your involvement in or observations of certain transactions or practices, and any documents or communications that may be relevant.
You are being asked to participate in this interview voluntarily in connection with your duties as an employee (or former employee) of Verimark Hospitality Group Inc. or its subsidiaries. Your cooperation in this investigation is appreciated and expected as part of your obligations to the company.
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 communication belongs to the company — Verimark Hospitality Group Inc. — and not to you individually.
What this means is that Verimark Hospitality Group Inc., acting through the Audit Committee or its other authorized representatives, has the sole authority to waive the attorney-client privilege with respect to this interview. The company may, in its sole discretion, choose to disclose the substance of this interview — including the questions you were asked and the answers you provided — to third parties, such as government agencies, regulators, auditors, or others, at any time. The company may do so without your consent and without notifying you in advance.
You should understand that the Audit Committee may, in its sole discretion, decide to disclose the contents of this interview, including to the U.S. Securities and Exchange Commission, the U.S. Department of Justice, or other governmental authorities. You do not have the ability to prevent such disclosure, because the privilege belongs to the company and not to you.
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 sole exception is that you may discuss this interview with your own personal attorney, if you have retained one or choose to retain one.
Maintaining confidentiality is important to the integrity of the investigation. Disclosure of the contents of this interview to other employees or third parties could compromise the investigation by, among other things, influencing the recollections or testimony of other witnesses, or by permitting the alteration or destruction of relevant evidence.
We ask that you not discuss this interview with your colleagues, supervisors, subordinates, or any other person, other than your own personal legal counsel. If anyone asks you about whether you have been interviewed or what was discussed, please decline to answer and contact Calderwood & Harkness LLP or the Audit Committee's designated representative immediately.
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 employment.
We ask that you answer all questions honestly and to the best of your knowledge, information, and belief. If you do not know the answer to a question, please say so. If you are uncertain about the answer to a question, or if your recollection is incomplete, please indicate that as well. We would rather you tell us that you do not know or are not sure than provide information that may be inaccurate. If, after this interview, you recall additional information that you believe is relevant, please contact Calderwood & Harkness LLP promptly to provide that information.
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 rights you may have under the Fifth Amendment to the United States Constitution or under applicable state law.
If you have retained personal counsel, you may consult with your personal counsel at any time during this interview. If at any point you wish to pause the interview to speak privately with your personal counsel, please let me know, and we will accommodate that request.
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 personal capacity during this interview.
If personal counsel is not present: You have the right to retain personal legal counsel. If you wish to do so before we continue with this interview, please let us know, and we will adjourn to give you the opportunity to obtain counsel. You may also choose to proceed without personal counsel and retain counsel at a later time.
I want to be clear that Calderwood & Harkness LLP is not in a position to recommend or refer personal counsel to you. If you wish to retain personal legal counsel, you should independently seek representation through your own resources, such as a bar association referral service or other means available to you.
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 is not being audio or video recorded. If any recording is being made, you will be informed at this time.
[If the interview is being recorded, state: "This interview is being recorded by [state method — e.g., audio recording, court reporter]. A transcript or recording will be maintained by Calderwood & Harkness LLP as attorney work product."]
[If the interview is not being recorded, state: "This interview is not being audio or video recorded."]
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 all other records in whatever format — remains in full force and effect.
As you are aware, the company issued document-preservation notices on July 24, 2023, both on a company-wide basis and targeted specifically to custodians at Verimark Coastal Resorts LLC. If you received a preservation notice, your obligations under that notice continue and are ongoing.
If you have not already done so, please ensure that you are complying with all document-preservation obligations. You must not delete, discard, alter, or destroy any documents or electronically stored information that may be relevant to this investigation. If you have any questions about what documents or information must be preserved, or about the scope of your preservation obligations, please contact [insert appropriate contact, such as the General Counsel's office, the Audit Committee's designee, or Calderwood & Harkness LLP].
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 question. Do not proceed with the substantive interview until the witness has confirmed understanding of all points.
If the witness declines to participate in the interview, or requests to stop the interview in order to consult with personal counsel before proceeding, the interviewer should accommodate the request. The interviewer should note the witness's request and the time at which the interview was suspended on the interview record, and should promptly notify the lead partner on the investigation.
Once the witness confirms understanding of all points, the interviewer should note on the interview record:
"[Witness name] confirmed understanding of Upjohn warnings at [time] on [date]."
The interview may then proceed with substantive questions.
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 should be completed in writing on the interviewer's copy of the script.
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 interview. If a signed acknowledgment form is used, the original should be retained by Calderwood & Harkness LLP as part of the investigation file.
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 are as follows:
[Insert names of known subject counsel and their respective firms, as applicable to this interview.]
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 categorized as subjects, fact witnesses, or otherwise — must receive the complete Upjohn warning before any substantive questioning begins.
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 between the company's interests and the witness's personal interests;
(b) Emphasize the witness's right to retain personal legal counsel before the interview continues;
(c) Provide the witness with a reasonable opportunity to consult with personal counsel, including adjourning the interview if necessary; and
(d) Document the re-administration of warnings and the witness's response in the interview record and in the memorandum of interview.
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 conduct of witness interviews, the preparation of interview memoranda, the handling of privileged materials, and the protocol for reporting findings to the Audit Committee.
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 memorandum should include the date, time, and location of the interview; the names of all persons present; a notation that Upjohn warnings were administered and confirmed; and a summary of the witness's responses to substantive questions.
— END OF SCRIPT —
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT Calderwood & Harkness LLP C&H Matter No. 1021-00008

UPJOHN WARNING SCRIPT — STANDARD FORM FOR WITNESS INTERVIEWS

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