Contract analysis

1. Scope of Engagement 1.1 District Court Litigation The Firm will represent VHG in the prosecution of a federal trademark infringement, unfair competition, and trademark dilution action against CVR in the United States District Court for the Southern District of Florida, Miami Division. The action is anticipated to be captioned Verimark Hospitality Group Inc. v. Coral Verimark Resorts LLC, and a case number will be

2. Engagement Team and Staffing The Firm has assembled a team of experienced intellectual property litigators to handle this engagement. The principal members of the engagement team are as follows: Marcus Delgado, Partner — Responsible Partner. Mr. Delgado will serve as the lead attorney with overall responsibility for the strategic direction of the engagement, management of the litigation team, and principal communi

3. Billing Rates and Fee Arrangement 3.1 Hourly Rates The Firm's fees for services rendered in connection with this engagement will be based on the time expended by each professional at the following hourly rates: The foregoing rates are the Firm's standard rates effective as of January 1, 2025. The Firm's hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calend

4. Billing and Payment Terms The Firm will render invoices to VHG on a monthly basis, typically within fifteen (15) days following the close of each calendar month. Each invoice will include detailed narrative descriptions of services performed by each timekeeper, the time expended (reported in increments of one-tenth of an hour), and an itemization of all disbursements and out-of-pocket expenses incurred during the

5. Conflict of Interest Clearance The Firm has conducted a thorough conflicts check in accordance with the Florida Rules of Professional Conduct, including Rules 4-1.7 (Conflict of Interest: Current Clients) and 4-1.9 (Duties to Former Clients), as well as the Firm's internal conflict clearance procedures. Based on that review, the Firm confirms that it does not currently represent Coral Verimark Resorts LLC, Rafael

6. Client Responsibilities The success of this engagement depends in significant part on VHG's cooperation and active participation. To that end, VHG agrees to cooperate fully with the Firm throughout the engagement, including by providing the Firm with timely access to all documents, information, data, and personnel reasonably necessary for the Firm to provide effective representation. VHG acknowledges that delays i

7. Confidentiality and Privilege All communications between the Firm and VHG in connection with this engagement, whether oral or written, are intended to be protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will treat all such communications as privileged and confidential, and will not disclose the substance of any privileged commun

8. Document Retention During the pendency of the engagement, the Firm will maintain all client files, including pleadings, correspondence, memoranda, research materials, discovery materials, and work product, in accordance with the Firm's standard document retention policies. Client files will be stored securely, whether in physical or electronic form, and access will be limited to authorized members of the engagemen

9. Termination Either party may terminate this engagement at any time upon written notice to the other party. The right of termination is subject to the following conditions: In the event of termination by VHG, VHG will remain responsible for the payment of all fees and costs incurred by the Firm through the effective date of termination, including fees for services rendered in connection with the transition to succe

10. 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. The rights and obligations of the parties under this letter are subject at all times to the Florida Rules of Professional Conduct and any other applicable rules of professional conduct. Any dispute, controversy, or

11. Miscellaneous This engagement letter constitutes the entire agreement between the Firm and VHG with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, discussions, negotiations, representations, warranties, and understandings, whether oral or written, relating to the Firm's representation of VHG in connection with this engagement. This letter may not be amended, modified,