Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP (the "Firm") is pleased to confirm its engagement by Verimark Hospitality Group Inc. ("VHG" or the "Company"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol VMRK, with its principal offices located at 1900 Brickell Avenue, Suite 3200, Miami, Florida 33129. This engagement letter (the "Letter" or "Engagement Letter") sets f

2. Scope of Representation The Firm is retained to represent VHG in connection with VHG's claims for insurance coverage arising from property damage and business-interruption losses sustained at certain of VHG's resort and hospitality properties located in the State of Florida as a result of Hurricane Callista, which is anticipated to make landfall in the Florida Keys region in September 2022. The Firm's representati

3. Identification of Adverse Parties The following entities are identified as adverse or potentially adverse parties in connection with this engagement: (a) Ironclad Indemnity Corporation, a Connecticut-domiciled stock insurance company, with its principal office located at 55 Constitution Boulevard, Hartford, Connecticut 06103. Ironclad Indemnity Corporation is the lead carrier and issuer of VHG's primary all-risk p

4. Staffing The following attorneys will be assigned to this engagement and will constitute the core engagement team: (a) Elaine Forsythe, Partner — Responsible Partner. Ms. Forsythe will have overall responsibility for the strategic direction of the engagement, including principal client communications, formulation of litigation and negotiation strategy, supervision of all substantive work product, and responsibilit

5. Fee Arrangement 5.1 Hourly Rates Fees for legal services rendered in connection with this engagement will be billed on an hourly basis at the following individual rates for each member of the engagement team: The blended hourly rate across the engagement team is approximately Seven Hundred Eighty-Five Dollars ($785.00) per hour, based on the anticipated allocation of work among the team members. Actual blended rat

6. Expenses and Disbursements In addition to the fees described in Section 5, VHG will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses may include, but are not limited to, the following: (a) Court filing fees and service of process costs; (b) Expert witness and consultant fees, including fees of forensic

7. Client Responsibilities VHG agrees to cooperate fully with the Firm in the conduct of this engagement to ensure the efficient and effective prosecution of VHG's insurance coverage claims. VHG's cooperation obligations include, but are not limited to, the following: (a) Document Production. Timely provision of all documents, records, and information relevant to the engagement, including without limitation all insur

8. Confidentiality and Privilege All communications between VHG and the Firm in connection with this engagement are intended to be protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. These protections are fundamental to the attorney-client relationship and are critical to the Firm's ability to provide candid and effective legal advice. VHG should

9. Document Retention The Firm will maintain the engagement file, including all documents, correspondence, memoranda, work product, and other materials generated or received in connection with this engagement, in accordance with the Firm's document retention policies. The Firm's standard retention period for closed engagement files is ten (10) years from the date of the conclusion of the engagement, after which the F

10. Termination Either party may terminate this engagement at any time upon written notice to the other party. The Firm's representation of VHG will cease upon the effective date of such termination, subject to the Firm's professional obligations and any requirements imposed by applicable court rules, including the obligation to seek leave of court to withdraw from any pending litigation. In the event of termination,

11. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. In the event of any dispute, claim, or controversy arising from or relating to this Engagement Letter, the Firm's representation of VHG, or the fees, expenses, or other charges billed in connection with this engagemen

12. Entire Agreement; Amendment This Letter constitutes the entire agreement between Calderwood & Harkness LLP and Verimark Hospitality Group Inc. with respect to the terms and conditions of the Firm's engagement and supersedes all prior discussions, understandings, and agreements, whether oral or written, relating to the subject matter hereof. No amendment, modification, or waiver of any provision of this Letter sha

13. Acceptance We are grateful for the opportunity to represent Verimark Hospitality Group Inc. in this important matter and are committed to providing the highest quality of legal services. If the foregoing terms are acceptable, please indicate VHG's agreement by having an authorized representative countersign this Letter in the space provided below and return one fully executed copy to the undersigned at your earli