Contract analysis

1. Introduction and Engagement We are pleased that Verimark Hospitality Group Inc. ("VHG" or the "Company") has selected Calderwood & Harkness LLP (the "Firm," "we," or "us") to serve as its legal counsel in connection with the matter described below. We appreciate the confidence you and your colleagues have placed in the Firm, and we look forward to working closely with you and your team throughout this engagement.

2. Scope of Representation 2.1 General Description of the Engagement The Firm will represent VHG as Borrower in connection with the following: (a) The negotiation, documentation, and closing of a $700,000,000 senior secured Term Loan B credit facility (the "New Facility") with Crescent Harbor Bank, N.A. serving as Administrative Agent, Collateral Agent, Lead Arranger, and Bookrunner (in such capacities, the "Agent");

3. Engagement Team The following attorneys will constitute the core engagement team for this matter. Each team member has been selected on the basis of his or her experience with leveraged finance transactions, real estate secured lending, and the hospitality industry, and each is available to commence work on the Transaction immediately. Responsible Partner: Ian Blackwood, Partner, Banking & Finance. Mr. Blackwood w

4. Billing Rates and Fee Arrangements 4.1 Standard Hourly Rates The Firm's current standard hourly billing rates for the engagement team members assigned to this matter, effective for calendar year 2022, are as follows: These rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Firm will provide VHG with advance written notice of any changes to the billing rates

5. Client Identification and Conflicts 5.1 Identity of the Client The Firm's client in this engagement is Verimark Hospitality Group Inc. only. The Firm does not, by virtue of this engagement, represent any subsidiary, affiliate, parent, or related entity of VHG, or any officer, director, employee, or shareholder of VHG or any such entity, in his or her individual capacity, except to the extent expressly provided in

6. Confidentiality The Firm will maintain the confidentiality of all information provided by VHG, or obtained by the Firm on VHG's behalf, in connection with this engagement, in accordance with the applicable Rules of Professional Conduct governing the confidentiality of client information. Such information will not be disclosed by the Firm to any third party except: (a) as required by applicable law, regulation, cou

7. Document Retention Following the completion of this engagement, the Firm will retain the client file (including paper and electronic documents) for a period of seven (7) years, in accordance with the Firm's standard document retention policy. After the expiration of such seven-year period, the Firm may destroy or dispose of the file and its contents in accordance with its standard record retention and destruction

8. Termination of Engagement Either VHG or the Firm may terminate this engagement at any time upon written notice to the other party. Such notice may be delivered by email, overnight courier, or first-class mail to the addresses set forth in Section 11 below. In the event that this engagement is terminated by either party, VHG will remain responsible for the payment of all fees, disbursements, and expenses incurred b

9. Limitation of Liability The Firm's aggregate liability to VHG arising out of or relating to this engagement, whether based in contract, tort (including negligence), or otherwise, shall not exceed the total amount of professional fees actually paid by VHG to the Firm under this engagement letter. This limitation of liability shall not apply to claims arising out of the Firm's willful misconduct or gross negligence.

10. Governing Law and Dispute Resolution This engagement letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the breach, termina

11. Communication and Contact Information 11.1 VHG Contacts All communications from the Firm to VHG in connection with this engagement should be directed to: Priya Narayanan, Esq. General Counsel & Corporate Secretary Verimark Hospitality Group Inc. 8200 West Palmetto Park Road, Suite 1500 Boca Raton, FL 33433 Telephone: (561) 220-4400 Email: pnarayanan@verimarkhospitality.com with a copy to: Glenn Fischbach Treasure

12. Acceptance and Execution If the foregoing terms are acceptable to VHG, we respectfully request that you, on behalf of Verimark Hospitality Group Inc., countersign and return a copy of this engagement letter to the undersigned at your earliest convenience to confirm VHG's agreement to the terms set forth herein. An executed copy may be returned by email (in PDF format) to Ian Blackwood at iblackwood@calderwoodhark