Contract analysis

1. Scope of Engagement C&H will act as issuer's counsel to VHG in connection with all aspects of the proposed offering of the Notes. Our representation will include, but will not be limited to, the matters described in Sections 1.1 through 1.8 below. 1.1 Offering Documentation C&H will prepare, draft, review, and negotiate the Preliminary Offering Memorandum and the Final Offering Memorandum to be used in connection

2. Staffing The following attorneys will comprise the core team staffed on this Engagement: Theodore Langston, Partner, Capital Markets Group — Mr. Langston will serve as the Responsible Partner on this Engagement and will have primary client relationship responsibility and overall supervisory authority over all aspects of the matter. Mr. Langston will participate in key drafting sessions, negotiations with initial p

3. Fee Arrangements 3.1 Billing Basis C&H will bill for services rendered in connection with this Engagement on an hourly basis at the Firm's standard rates in effect at the time services are performed. The current standard hourly rates for the members of the core engagement team, as of April 2024, are as follows: The Firm's standard hourly rates are subject to periodic adjustment, typically effective as of January 1

4. Terms of Representation 4.1 Client Identification The Client in this Engagement is Verimark Hospitality Group Inc. and no other person or entity. C&H does not represent, and shall not be deemed to represent, any subsidiary, affiliate, director, officer, employee, or shareholder of VHG in their individual capacities in connection with this Engagement. C&H does not represent the initial purchasers (Kensington Barrow

5. Anticipated Timeline Set forth below is a preliminary, indicative timeline for the principal milestones of the offering. The Client acknowledges that this timeline is subject to change based on market conditions, the progress of negotiations among the parties, the timing of rating agency deliberations, and other factors beyond the control of C&H. The foregoing timeline is provided for planning purposes only and do

6. Governing Law 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 conflicts-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. Any action, suit, or proceeding arising out of or relating to this Engagement Letter or the relationship between C&H and the Client shal

7. Termination Either party may terminate this Engagement at any time upon written notice to the other party. Termination of the Engagement shall not relieve VHG of its obligation to pay all fees and reimburse all expenses incurred by C&H through the effective date of such termination in accordance with the terms of this Engagement Letter. In the event of termination, C&H will provide reasonable cooperation in the or

8. Acceptance and Counterparts We respectfully request that VHG acknowledge and agree to the terms of this Engagement Letter by having an authorized representative of the Company countersign this letter in the space provided below and return an executed copy to Calderwood & Harkness LLP, attention Theodore Langston, at the address set forth above, or by email to tlangston@calderwoodharkness.com. This Engagement Lette