Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP (the "Firm") is pleased to confirm its retention by Verimark Hospitality Group Inc. ("Verimark" or the "Client") to represent Verimark in connection with the prosecution of breach-of-contract and related claims against Coastal Palms Franchise Holdings LLC ("Coastal Palms"), its affiliated entities (including Gulf Breeze Hospitality LLC, Savannah Lodg

2. Scope of Engagement 2.1 Description of the Matter The Firm is engaged to represent Verimark in the prosecution of claims arising from Coastal Palms' systematic underreporting of Gross Room Revenue ("GRR") under twenty-two (22) Franchise License Agreements ("FLAs") executed between June 15, 2007 and September 3, 2019. As a result of such underreporting, Coastal Palms and its affiliated entities underpaid royalties,

3. Staffing The following attorneys and professionals have been assigned to this matter. Each has been selected for his or her particular expertise and experience in complex commercial litigation, franchise disputes, and damages analysis. Priya Anand, Partner — Responsible Partner. Ms. Anand is a partner in the Firm's Litigation (General) practice group and has twenty-two (22) years of experience in the prosecution a

4. Fee Arrangement — Hourly Rates This engagement shall be performed on an hourly-fee basis. The Client will be charged for the time expended by each timekeeper assigned to the matter at his or her applicable hourly rate. The current standard rates for the assigned timekeepers are as follows: Time will be recorded and billed in increments of one-tenth (0.1) of an hour. The rates set forth above are the Firm's current

5. Expenses and Costs In addition to professional fees for legal services, the Client will be responsible for the reimbursement of all reasonable out-of-pocket expenses and costs incurred by the Firm in connection with this matter. Such expenses include, but are not limited to, the following: (a) Court filing fees and service-of-process costs. All fees required to be paid to the Clerk of Court in connection with the

6. Billing and Payment Terms Invoices for professional fees and reimbursable expenses will be rendered monthly, typically within the first fifteen (15) days of the month following the month in which the services were performed and the expenses were incurred. Payment is due within thirty (30) calendar days of the date of the invoice. Each invoice will include a detailed description of the services performed during the

7. Preliminary Budget Estimate Based on the Firm's initial assessment of the factual and legal complexity of this matter, the scope of anticipated discovery (including the review of electronically stored information from approximately twenty-two (22) franchised hotel properties and multiple corporate data sources maintained by the Adverse Parties), the number and geographic dispersion of anticipated depositions, and

8. Conflict Check The Firm has conducted a thorough conflicts check in accordance with the Florida Rules of Professional Conduct (Rules 4-1.7 through 4-1.10) and the Firm's internal conflicts screening procedures. Based on that review, the Firm confirms that it has identified no conflicts of interest with respect to any of the following parties: • Coastal Palms Franchise Holdings LLC • Randall "Randy" Brecker (indivi

9. Client Responsibilities The effective prosecution of this matter will require the active cooperation and engagement of Verimark's management, legal, and operational personnel. Accordingly, the Client agrees to cooperate fully with the Firm in the prosecution of this matter, including without limitation: (a) Document Production. The Client will make available on a timely basis all documents, records, data, and info

10. Document Preservation The obligation to preserve potentially relevant evidence arises immediately upon the reasonable anticipation of litigation. Given that Verimark became aware of the allegations underlying this dispute no later than November 8, 2021, and issued the Notice of Material Breach on February 4, 2022, the duty to preserve has already been triggered. The Firm will issue a formal Litigation Hold Notice

11. Confidentiality and Privilege All communications between the Firm and the Client in connection with this engagement are protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. These protections are critical to the effective representation of the Client and must be carefully maintained throughout the course of the litigation. The Client agrees not

12. Termination of Engagement Either party may terminate this engagement at any time upon written notice delivered to the other party. The Client has an absolute right to discharge the Firm at any time, with or without cause, and the Firm retains the right to withdraw from the representation in accordance with the applicable rules of professional conduct. In the event of termination by either party, the Client remain

13. Limitation of Scope / No Guarantees The Firm's representation of the Client under this Letter is limited strictly to the matter described in Section 2 above and does not extend to any other legal matters, disputes, transactions, or regulatory proceedings unless separately agreed to in writing by the Firm and the Client. While the Firm will use its best professional efforts on behalf of the Client and will bring t

14. Governing Law This engagement letter and the relationship between the Firm and the Client in connection with this engagement shall be governed by and construed in accordance with the laws of the State of Florida, including the Florida Rules of Professional Conduct as adopted by the Supreme Court of Florida, without regard to principles of conflict of laws.

15. Acceptance and Countersignature If the foregoing terms accurately reflect your understanding of the engagement, we respectfully request that you confirm your acceptance by signing this Letter in the space indicated below and returning an executed copy to the undersigned at the Firm's Fort Lauderdale office address set forth above, or via email to panand@calderwoodharkness.com. Please retain the other copy for you