Contract analysis

1. Purpose of Memorandum This memorandum confirms the completion of a comprehensive conflicts-of-interest check conducted in connection with the proposed retention of Calderwood & Harkness LLP ("the Firm") by Verimark Hospitality Group Inc. (Nasdaq: VHMK), a Delaware corporation with its principal executive offices located at 2400 East Las Olas Boulevard, Suite 3100, Fort Lauderdale, Florida 33301 (the "Prospective C

2. Conflict Check Process The conflicts check was conducted over a two-day period, commencing on March 2, 2022, and concluding on March 3, 2022. The following procedures were employed to ensure a thorough and reliable analysis: 2.1 Database Searches. All searches were conducted through the Firm's proprietary firm-wide conflicts database ("C&H Conflicts System"), which is maintained by the Office of the General Counse

3. Entities and Individuals Searched The following is a comprehensive list of all entities and individuals against whom conflicts searches were conducted. For each entry, the memorandum provides the name (including all variations and aliases searched), entity type, address, and other identifying information sufficient to ensure the accuracy of the search results. 3.1 Prospective Client Verimark Hospitality Group Inc.

4. Search Results The following section presents the results of the conflicts search for each entity and individual identified in Section 3 above. Results are presented in the same order and numbering as the search subjects. 4.1 Verimark Hospitality Group Inc. A search of the Firm's conflicts database under all listed name variations for Verimark Hospitality Group Inc. returned no matches. Specifically: (a) No curren

5. Proposed Engagement Team The following attorneys have been identified as the proposed Calderwood & Harkness LLP engagement team for the Verimark matter. Each team member has been individually cleared through the Firm's conflicts database and through a review of their individual partner or associate declarations, as applicable. The results of each individual clearance check are set forth below. Each of the above-id

6. Conclusion and Clearance Based on the comprehensive conflicts-of-interest check described in this memorandum, including automated database searches, manual review of partner declarations and lateral-hire intake records, and consultation with the Firm's conflicts team, it is the undersigned's determination that Calderwood & Harkness LLP is clear to proceed with the proposed engagement to represent Verimark Hospital

1. The matter must be opened promptly in the Firm's matter management system, and the Firm's conflicts database must be updated to reflect all parties, affiliated entities, and counsel identified in this memorandum.

2. Any new parties, affiliates, related entities, or counsel identified during the course of the engagement — whether through the addition of counterclaim defendants, third-party defendants, intervenors, or otherwise — must be submitted for supplemental conflict checks through the Office of the General Counsel before the Firm takes any action in relation to such newly identified parties.

3. If at any time during the course of the representation any attorney or professional staff member of the Firm becomes aware of a relationship, interest, or circumstance that may give rise to a conflict of interest or an appearance of impropriety, such information must be promptly reported to the undersigned or the Firm's General Counsel for evaluation.

7. Recommendation Based on the foregoing analysis and the absence of any identified conflict of interest, the undersigned recommends that Calderwood & Harkness LLP proceed with the proposed engagement to represent Verimark Hospitality Group Inc. in the contemplated litigation against Coastal Palms Franchise Holdings LLC and related parties. The following next steps are recommended:

1. Engagement Letter: An engagement letter should be prepared and transmitted to Renata Solis-Vega, Senior Vice President and General Counsel, Verimark Hospitality Group Inc., for review and execution. The engagement letter should address the scope of the proposed representation, fee arrangements, billing practices, and the identity of the responsible attorneys, consistent with the Firm's standard engagement letter t

2. Matter Opening: Upon execution of the engagement letter by the Prospective Client and return to the Firm, the matter should be opened in the Firm's matter management system, a matter number assigned, and the conflicts database updated with all parties and related entities identified herein.

3. Insurance Notification: Coordination with Pinnacle Indemnity Insurance Co. (Claims Counsel: Arthur Baines) regarding any applicable coverage obligations or reporting requirements should be initiated promptly following engagement.

8. Distribution and Approval Reviewed and Approved by: Douglas Carmichael Partner, Litigation (General) Calderwood & Harkness LLP FL Bar No. 0093217 Date of Clearance: March 3, 2022 Distribution: • Original retained in the Firm's permanent conflicts file maintained by the Office of the General Counsel. • Copy retained in the matter intake file (to be filed under the assigned matter number upon matter opening). • Copy