Contract analysis

1. Purpose and Confirmation of Retention This letter confirms the engagement of Ridgeline Forensic Advisory LLC ("Ridgeline") by Calderwood & Harkness LLP ("C&H") on behalf of our client, Verimark Hospitality Group Inc. ("Verimark" or "VHG"), a Delaware corporation publicly traded on the Nasdaq Stock Market (ticker symbol: VHMK), with its principal executive offices located at 2400 East Las Olas Boulevard, Suite 3100

2. Background of the Litigation To provide context for the scope of Ridgeline's engagement, we set forth below a summary of the factual and procedural background of this matter. This summary is intended as an overview for purposes of this retention letter and does not purport to be a comprehensive recitation of all facts, claims, or defenses at issue. 2.1 The Parties Verimark Hospitality Group Inc. is a hospitality a

3. Scope of Engagement Ridgeline's engagement encompasses the following principal areas of analysis, each of which is described in greater detail below. The scope of work may be expanded or modified by mutual agreement as the litigation progresses and as additional information becomes available through discovery. 3.1 Gross Room Revenue Reconstruction Ridgeline will reconstruct the actual ("true") Gross Room Revenue f

4. Materials and Data Access C&H will provide Ridgeline with access to relevant documents and data from the case file. The principal categories of materials to be made available to Ridgeline include, but are not limited to, the following: (a) All twenty-two (22) Franchise License Agreements between Verimark and Coastal Palms (and its property-level affiliates), including all amendments, addenda, and related correspon

5. Fee Arrangement Ridgeline will bill for services rendered in connection with this engagement on an hourly basis, at the following rates: The rates set forth above are effective as of the date of this letter. Any adjustments to these rates must be agreed upon in writing by C&H prior to implementation. To the extent Ridgeline proposes to assign junior staff or analysts to this engagement whose individual rates have

6. Privilege and Work-Product Protocols This engagement is made at the direction of counsel for the dual purpose of providing litigation consulting services and expert testimony in connection with the above-captioned matter. The privilege and work-product protocols set forth in this section are designed to protect, to the fullest extent permitted by applicable law, the confidentiality of communications, analyses, and

7. Confidentiality All information provided by C&H or Verimark to Ridgeline in connection with this engagement is confidential and proprietary. This includes, without limitation, information relating to Verimark's business operations, financial performance, franchise relationships, litigation strategy, and settlement considerations, as well as information relating to Coastal Palms, its affiliates, and their business

8. Conflicts of Interest Ridgeline confirms that it has conducted a thorough conflict check encompassing the parties, their principals, affiliated entities, and the law firms and expert firms involved in this matter, and that it has no current or prior engagement with any of the following that would impair its independence or objectivity in this engagement: • Coastal Palms Franchise Holdings LLC • Randall "Randy" Bre

9. Independence and Objectivity Ridgeline's role in this engagement is to provide independent, objective forensic accounting analysis and expert opinions based on the facts and data available to it. Ridgeline is retained as an independent expert, not as an advocate for Verimark's litigation position. Ridgeline's opinions will be based solely on its professional judgment, its forensic accounting expertise, its analysi

10. Termination Either party may terminate this engagement upon thirty (30) days' written notice to the other party. C&H's written notice should be directed to Dr. Sharon Kettlewell at Ridgeline's address set forth above, and Ridgeline's written notice should be directed to Priya Anand at C&H's address set forth above. Upon termination of the engagement for any reason, Ridgeline will be compensated for all profession

11. Key Engagement Contacts The following individuals are the principal contacts for this engagement: Calderwood & Harkness LLP: Verimark Hospitality Group Inc. (all communications to be coordinated through C&H): All substantive communications regarding this engagement should be directed to Priya Anand or Yuki Nakamura at C&H. Billing inquiries should be directed to Douglas Carmichael. Ridgeline should not contact Ve

12. Acceptance and Countersignature We are enthusiastic about working with you and the Ridgeline team on this important engagement. If the foregoing accurately reflects your understanding of the terms of Ridgeline's retention, please sign and return a copy of this letter to my attention. Upon receipt of the countersigned letter, we will arrange for initial document delivery and schedule a kickoff meeting at your earl