Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") represents Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol VMRK, with its principal place of business located at 1900 Brickell Avenue, Suite 3200, Miami, Florida 33129. VHG is one of the largest independent resort and hospitality

2. Background of the Dispute To provide context for your engagement, we set forth below a summary of the factual and legal background of this dispute. Additional details are contained in the enclosed copies of the Complaint, the relevant insurance policy excerpts, and the coverage denial correspondence. We will supplement this background information as discovery proceeds. 2.1 Hurricane Callista Hurricane Callista was

3. Scope of Engagement The scope of your engagement encompasses the following categories of work, each of which is described in detail below. 3.1 Cause-of-Loss Analysis The central task of your engagement is to analyze and differentiate, to the extent the physical and meteorological evidence permits, between damage caused by wind (a covered peril under the Ironclad policy) and damage caused by storm surge and flood (

4. Materials to Be Provided Calderwood & Harkness will provide or arrange access to the following materials for your review and use in connection with this engagement:

1. Copies of all four insurance policies comprising VHG's property and business-interruption insurance tower, including the Ironclad primary policy (Policy No. IIC-PRP-2022-07541), the Pinnacle first excess policy (Policy No. PSL-XS1-2022-3390), the Montclair second excess policy (Policy No. MAC-XS2-2022-09817), and the Sovereign Re third excess policy (Policy No. SRL-XS3-2022-5102), together with all endorsements, a

2. VHG's property damage photographs, video recordings, and drone imagery taken in the days and weeks following Hurricane Callista at all three affected properties. We understand that VHG's property management teams documented the damage extensively beginning on September 20, 2022, when initial access to the properties was possible.

3. The Arbor Claims Services LLC inspection report and accompanying photographs from the October 5, 2022, property inspection conducted by Denise Whitford, lead adjuster. This report was prepared at Ironclad's direction and forms part of the basis for Ironclad's coverage position.

4. VHG's construction and repair records for all three properties, including but not limited to: original construction plans and engineering drawings; as-built surveys; pre-loss renovation and maintenance records; post-hurricane contractor bids, proposals, and contracts; repair invoices and payment records; construction project schedules and progress reports; and any post-repair inspection reports or certificates of

5. Relevant meteorological data, including NHC tropical cyclone reports, advisories, and post-storm analyses for Hurricane Callista; data from applicable ASOS weather stations, NOAA weather buoys, and other monitoring stations; USGS tide gauge readings and high-water mark surveys; and any privately commissioned meteorological analyses.

6. Copies of the Monroe County mandatory evacuation order dated September 16, 2022, and the Lee County mandatory evacuation order dated September 17, 2022.

7. Deposition transcripts as they become available during the fact-discovery period of June 1 through September 30, 2023. We anticipate that depositions of key VHG personnel, Ironclad claims representatives, Arbor Claims Services adjusters, and potentially others will be conducted during this period.

8. Any engineering, forensic, or consulting reports produced by the defendants or their experts (including Graystone Consulting Group LLC and Dr. Warren Birk) through the discovery process.

9. Such additional documents, data, and materials as may be reasonably requested by you in the course of your analysis. Please direct all requests for additional materials to Andrew Fitzpatrick, and we will endeavor to obtain and provide the requested items promptly. A preliminary set of enclosed materials accompanies this letter, as listed in the Enclosures section below. Additional materials will be transmitted to

5. Coordination with Other Experts As noted above, your work will complement the financial damages analysis being performed by Dr. Helen Vasquez of Meridian Forensic Economics LLC, located at 1201 Peachtree Street NE, Suite 1000, Atlanta, Georgia 30361. Dr. Vasquez has been retained by Calderwood & Harkness, on behalf of VHG, to quantify VHG's business-interruption losses at each of the three affected properties. Dr.

6. Fees and Billing The following terms govern the fees and billing arrangements for this engagement: (a) Hourly Rates. Your hourly rate for professional engineering services in this engagement, and the hourly rates of any supporting engineers, technicians, or staff at Caldwell Engineering Associates Inc. who may perform work on this matter, shall be as set forth on the attached rate schedule, which you are asked to

7. Confidentiality and Privilege The confidentiality of your engagement and the materials and communications associated with it are of paramount importance. Please observe the following: (a) All communications between Caldwell Engineering Associates Inc. and Calderwood & Harkness LLP in connection with this engagement are made at the direction of counsel and in anticipation of litigation, and are protected by the att

8. Independence and Objectivity Caldwell Engineering Associates Inc. is retained to provide independent, objective expert opinions based on sound engineering principles, accepted forensic engineering methodologies, and the available physical and documentary evidence. We emphasize the following: (a) Your opinions must be scientifically and technically supportable, grounded in recognized engineering standards and pract

9. Conflicts of Interest Before commencing work on this engagement, we ask that Caldwell Engineering Associates Inc. conduct a thorough conflicts check and confirm in writing that your firm has no current or prior engagement for or against any of the following entities that would create, or could reasonably be perceived to create, a conflict of interest: • Ironclad Indemnity Corporation • Pinnacle Surplus Lines Inc.

10. Term and Termination This retention is effective as of the date of this letter and shall continue through the conclusion of the above-referenced matter, including any trial proceedings, post-trial motions, and appellate proceedings in which your expert testimony or consultation may be required. Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Notwithstandi

11. Acceptance and Countersignature If the foregoing terms and conditions are acceptable and accurately reflect our mutual understanding regarding your retention in this matter, please indicate your acceptance by signing and dating this letter in the space provided below and returning one fully executed original to our office. You may return the signed original by hand delivery, first-class mail, or overnight courier

12. Contact Information Primary Contacts at Calderwood & Harkness LLP: Andrew Fitzpatrick — Working Associate Calderwood & Harkness LLP 333 SE 2nd Avenue, Suite 4400 Miami, Florida 33131 Direct Phone: (305) 555-7238 Email: afitzpatrick@calderwoodharkness.com Elaine Forsythe — Responsible Partner Calderwood & Harkness LLP 333 SE 2nd Avenue, Suite 4400 Miami, Florida 33131 Direct Phone: (305) 555-7215 Email: eforsythe@

1. Copy of Complaint, Verimark Hospitality Group Inc. v. Ironclad Indemnity Corp. et al., Case No. 2022-CA-031547 (filed March 1, 2023)

2. Ironclad Indemnity Corporation Primary Policy No. IIC-PRP-2022-07541 (excerpts, including coverage grant, flood exclusion, anti-concurrent causation clause, and business-interruption provisions)

3. Ironclad Indemnity Corporation Coverage Denial Letter dated February 3, 2023

4. Arbor Claims Services LLC Inspection Report and Photographs (October 5, 2022, Denise Whitford, Lead Adjuster)

5. Property Damage Photo Package — Verimark Grand Key Resort, Verimark Harborview Hotel & Conference Center, and Verimark Sunset Shores (three properties)

6. Monroe County Mandatory Evacuation Order (September 16, 2022)

7. Lee County Mandatory Evacuation Order (September 17, 2022) cc: Nathaniel Driscoll, General Counsel, Verimark Hospitality Group Inc. Elaine Forsythe, Partner, Calderwood & Harkness LLP File: 1021-00003 Layer | Carrier | Limit | Attachment | Policy Number Primary | Ironclad Indemnity Corporation | $25,000,000 | $500,000 deductible | IIC-PRP-2022-07541 First Excess | Pinnacle Surplus Lines Inc. | $15,000,000 | $25,00