Contract analysis

1. Engagement Purpose and Overview Calderwood & Harkness LLP represents Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation publicly traded on the Nasdaq Stock Market (ticker symbol: VMRK), with its principal offices located at 1900 Brickell Avenue, Suite 3200, Miami, Florida 33129. VHG is a hospitality and real-estate company that owns and operates resort properties across the southeastern United States

2. Background of the Matter The following summary is provided so that the Expert may understand the factual and legal context of the Litigation. This summary is based on information available to the Firm as of the date of this letter and is not intended to be exhaustive. Additional facts and documents will be provided to the Expert in the course of the engagement. 2.1 The Parties Plaintiff. As noted above, Verimark H

1. Ironclad Indemnity Corporation — the primary-layer carrier, domiciled in the State of Connecticut. Ironclad issued all-risk commercial property policy number IIC-PRP-2022-07541, providing $25,000,000 in coverage above a $500,000 per-occurrence deductible. Ironclad is represented by Fendowell Rourke & Stanton LLP.

2. Pinnacle Surplus Lines Inc. — the first excess-layer carrier, domiciled in the State of Texas. Pinnacle issued excess policy number PSL-XS1-2022-3390, providing $15,000,000 in coverage excess of the underlying $25,000,000 primary limit (i.e., $15,000,000 excess of $25,000,000, attaching at $25,500,000 inclusive of the deductible). Pinnacle is represented by Fendowell Rourke & Stanton LLP.

3. Montclair Assurance Company — the second excess-layer carrier, domiciled in the State of New York. Montclair issued excess policy number MAC-XS2-2022-09817, providing $10,000,000 in coverage excess of the aggregate of the primary and first excess layers (i.e., $10,000,000 excess of $40,000,000, attaching at $40,500,000 inclusive of the deductible). Montclair is represented by Delvecchio & Kraus LLP.

4. Sovereign Re Ltd. — the third excess-layer carrier, domiciled in Bermuda. Sovereign Re issued excess policy number SRL-XS3-2022-5102, providing $10,000,000 in coverage excess of the aggregate of the underlying layers (i.e., $10,000,000 excess of $50,000,000, attaching at $50,500,000 inclusive of the deductible). Sovereign Re is represented by Delvecchio & Kraus LLP. In total, VHG's insurance tower provides $60,000

3. Scope of Engagement 3.1 Primary Assignment Calderwood & Harkness retains Dr. Vasquez and Meridian Forensic Economics LLC to serve as VHG's forensic accounting and damages expert in this matter. The primary assignment is to quantify the business-interruption losses suffered by VHG at the three insured properties identified in Section 2.3 above as a result of Hurricane Callista. The Expert's opinion must address the

1. Preliminary Findings Memorandum. A memorandum setting forth the Expert's preliminary findings and analysis for counsel's use in connection with case strategy and mediation preparation. This memorandum is intended for internal use by the Firm and VHG and is not intended for production to opposing parties.

2. Draft Expert Report. A draft of the Expert's written report, to be submitted to counsel for review and comment prior to finalization. The draft report should set forth the Expert's opinions, the bases for those opinions, the data and methodology relied upon, and all exhibits and supporting schedules. Counsel's review of the draft is intended to ensure completeness, clarity, and compliance with applicable procedura

3. Final Expert Report. A final expert report suitable for service on opposing parties and filing with the Court, prepared in accordance with the applicable rules of the Eleventh Judicial Circuit of Florida and any applicable case management orders entered by Judge Embry. The final report must comply with all requirements for expert disclosures under Florida Rule of Civil Procedure 1.280(b)(5) and any other applicabl

4. Rebuttal Expert Report. If warranted by the opinions offered by the defendants' expert(s), a rebuttal expert report addressing the areas of disagreement and responding to the opposing expert's methodology, assumptions, and conclusions.

5. Testimony. Availability for deposition testimony and trial testimony as required by the course of the Litigation. The Expert should anticipate a deposition of approximately one day in duration, to be taken in Miami, Florida or such other location as the parties may agree. Trial testimony may require the Expert's availability for multiple days, depending on the trial schedule.

4. Consulting vs. Testifying Expert Status Dr. Vasquez's initial retention is in a dual capacity. She will serve as a consulting expert—assisting counsel in understanding damages issues, analyzing financial data, and developing case strategy—and as a testifying expert—preparing written expert reports and delivering expert testimony at deposition and at trial. Dr. Vasquez should be aware that, under Florida law, commu

5. Fee Terms and Billing 5.1 Hourly Rates The Expert will be compensated on an hourly basis at the following rates: These hourly rates are effective as of the date of this letter. In the event that Meridian proposes to increase any hourly rate during the course of the engagement, such increase must be communicated to Calderwood & Harkness in writing at least thirty (30) days in advance and must be approved in writing

6. Data and Document Access Calderwood & Harkness will provide the Expert with access to the documents and data necessary to perform the engagement. The Firm anticipates that the following categories of documents and data will be made available to the Expert, either through a secure electronic document-review platform or by other agreed-upon means: • VHG Financial Records: Property-level income statements, revenue re

7. Confidentiality and Privilege 7.1 Confidentiality Obligations All information, documents, data, communications, and materials provided to the Expert or to any member of the Expert's team in connection with this engagement are strictly confidential (collectively, "Confidential Information"). Confidential Information includes, without limitation, all VHG financial data, operational data, trade secrets, and proprieta

8. Independence and Conflicts The integrity and credibility of the Expert's testimony depend upon the Expert's independence and freedom from conflicts of interest. Accordingly, Dr. Vasquez and Meridian Forensic Economics LLC confirm the following: • Neither Dr. Vasquez nor Meridian Forensic Economics LLC has any prior professional relationship with, or financial interest in, any of the defendants in the Litigation: I

9. Term and Termination This engagement shall commence as of the date of this letter and shall continue until the conclusion of the matter, including any post-trial proceedings, appeals, or remand proceedings, unless terminated earlier in accordance with this Section. Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Notwithstanding the foregoing, any terminati

10. No Guarantee of Outcome The retention of Meridian Forensic Economics LLC and Dr. Helen Vasquez does not guarantee any particular outcome in the Litigation. Calderwood & Harkness does not represent that any specific damages amount will be awarded to VHG, and the Expert should not rely upon any such representation. The Expert's opinions must be based on her independent professional judgment, her analysis of the ava

11. Acceptance and Execution If the foregoing terms are acceptable, please execute this letter in the space provided below and return one fully executed copy to the undersigned. We suggest that you retain a copy for your files. Upon execution by both parties, this letter shall constitute the binding agreement between Calderwood & Harkness LLP and Meridian Forensic Economics LLC with respect to the Expert's engagement