Contract analysis

Section 1: Purpose and Confirmation of Engagement This letter confirms the engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Verimark Hospitality Group Inc. ("VHG" or the "Company"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol VMHG, with its principal executive offices located at 2400 Bayshore Boulevard, Suite 1100, Tampa, FL 33629 (Employer Identification

Section 2: Scope of Representation C&H is engaged to perform a comprehensive pre-litigation wage-and-hour audit during the scoping phase of this engagement. The purpose of this audit is to assess the merits and potential exposure arising from the allegations set forth in the January 14, 2026 demand letter, to evaluate VHG's compliance with applicable federal and state wage-and-hour laws, and to develop a strategic fr

1. Overtime Violations. The demand letter alleges that VHG failed to pay overtime compensation at one-and-one-half times the regular rate of pay for all hours worked in excess of forty (40) hours per workweek, in violation of Section 207(a) of the FLSA, 29 U.S.C. § 207(a). The demand letter asserts that this violation was pervasive across multiple properties and job categories and was facilitated by timekeeping and s

2. Illegal Automatic Meal-Break Deductions. The demand letter alleges that VHG maintained a company-wide policy of automatically deducting thirty (30) minutes from each employee's recorded time for each shift to account for an unpaid meal break, despite the fact that employees were allegedly required to remain on-call during such meal periods and were frequently interrupted or unable to take an uninterrupted, bona fi

3. Failure to Compensate for Pre-Shift and Post-Shift Off-the-Clock Work. The demand letter alleges that VHG failed to compensate hourly, non-exempt employees for time spent on pre-shift and post-shift activities that were integral and indispensable to their principal work activities. These activities are alleged to include, but are not limited to, donning and doffing required uniforms and personal protective equipme

4. Failure to Pay Florida Minimum Wage for Tipped Employees. The demand letter alleges that VHG failed to pay the applicable Florida minimum wage to tipped employees, including servers, bartenders, and room-service attendants. Specifically, the demand letter contends that VHG improperly claimed a tip credit without satisfying the notice and recordkeeping requirements under Florida law and that, in certain instances,

5. Willful Misclassification of Hourly Roles as Exempt. The demand letter alleges that VHG willfully misclassified certain "lead" and "senior" hourly roles—including Lead Housekeeper, Senior Front Desk Agent, Lead Banquet Server, and Senior Maintenance Technician—as exempt from overtime under the FLSA's administrative exemption, despite the fact that these employees allegedly did not satisfy the salary-basis test or

1. Verimark Regency Tampa (Tampa, Florida)

2. Verimark Grand Orlando (Orlando, Florida)

3. Verimark Shores Clearwater (Clearwater, Florida)

4. Verimark Bayfront St. Petersburg (St. Petersburg, Florida)

5. Verimark Resort & Spa Boca Raton (Boca Raton, Florida)

6. Verimark Oceanview Fort Lauderdale (Fort Lauderdale, Florida)

7. Verimark Key West Collection (Key West, Florida) The audit methodology will be designed as a phased approach encompassing four principal stages: (i) document collection and data aggregation from each property and from centralized corporate systems; (ii) statistical sampling of timekeeping, payroll, and scheduling data to identify patterns and anomalies indicative of potential violations; (iii) employee interviews

Section 3: Scope Limitations The parties acknowledge and agree that this engagement is limited in scope as described in this Section 3. VHG should be aware of these limitations in order to ensure that it obtains all necessary advice and representation from other professionals as appropriate. This engagement is limited to the scoping phase of the pre-litigation wage-and-hour audit as described in Section 2 above. The

Section 4: Engagement Team The following attorneys will form the core engagement team for this matter: Bernard Crawford will serve as the Responsible Partner and primary point of contact for VHG on this engagement. Mr. Crawford will have overall responsibility for the strategic direction and quality of the Firm's work product and will be available to VHG's General Counsel and other designated contacts for consultatio

Section 5: Fees and Billing Arrangements 5.1 Billing Basis Fees for legal services rendered by C&H in connection with this engagement will be charged on an hourly basis, calculated by multiplying the number of hours or fractions thereof worked by each timekeeper by the applicable discounted hourly rate. Time will be recorded in increments of one-tenth of an hour (six minutes). Fees for each billing period will reflec

Section 6: Client Responsibilities The success of this engagement depends in significant part on VHG's timely cooperation and responsiveness. VHG agrees to cooperate fully with C&H in connection with this engagement, including by undertaking the following responsibilities: • Document and Data Access. VHG will provide C&H with timely access to all documents, data, and electronically stored information relevant to the

Section 7: Attorney-Client Privilege and Confidentiality All communications between C&H and VHG in connection with this engagement, including oral communications, written correspondence, memoranda, analyses, and work product, are intended to be confidential and protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. These protections are vital to

Section 8: Conflicts of Interest C&H has conducted a comprehensive conflicts-of-interest check in connection with this engagement in accordance with the Firm's standard procedures and the applicable rules of professional conduct. Based on the results of this check, the Firm has determined that no current conflicts of interest exist that would preclude C&H from representing VHG in this matter. The conflicts search enc

Section 9: Termination Either party may terminate this engagement at any time upon written notice to the other party. C&H's obligation to continue providing legal services under this engagement letter will cease upon the effective date of such termination, subject to the Firm's ethical obligations as described below. In the event of termination by VHG, VHG will remain responsible for payment of all fees and expenses

Section 10: Document Retention Upon conclusion of the engagement, C&H will retain client files—including both physical and electronic files—in accordance with the Firm's document-retention policy. Physical and electronic files will be maintained for a period of seven (7) years following the close of the matter, unless VHG requests the return of original documents or a longer retention period. At the expiration of the

Section 11: Limitation of Liability C&H's aggregate liability to VHG in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by VHG to C&H under this engagement letter. This limitation applies to all claims arising out of or relating to the Firm's performance or non-performance of services under this engagement, including but not lim

Section 12: 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. Any dispute, claim, or controversy arising out of or relating to this engagement letter or the services provided hereunder, including any dispute concerning the interpretation, validity, or enforceability of t

Section 13: Entire Agreement / Amendments This engagement letter constitutes the entire agreement between C&H and VHG with respect to the engagement described herein. This letter sets forth the complete understanding of the parties regarding the scope, terms, and conditions of C&H's representation of VHG in connection with the pre-litigation wage-and-hour audit (scoping phase) referenced in Section 1 above. This lett

Section 14: Acceptance and Countersignature We respectfully request that VHG indicate its acceptance of the terms and conditions set forth in this engagement letter by executing the acknowledgment and acceptance block below and returning a signed copy of this letter to the Firm. A signed copy may be returned by hand delivery, overnight courier, U.S. mail, or electronic transmission (including PDF via email) to Bernar