Contract analysis

1. Purpose and Summary of Clearance This memorandum documents the results of the conflicts of interest check performed by the undersigned in connection with the proposed new engagement of Verimark Hospitality Group Inc. and its subsidiary, Coral Palms Resort Holdings LLC, as described more fully herein. The conflicts check was conducted in accordance with the firm's established conflicts clearance policies and proced

2. Description of the Proposed Engagement 2.1 Client Information Verimark Hospitality Group Inc. is a publicly traded hospitality and real estate company incorporated in the State of Delaware and headquartered at 1400 Bayshore Boulevard, Suite 2200, Miami, Florida 33131. VHG's common shares are listed and traded on the Nasdaq Stock Market under the ticker symbol VMRK. VHG completed its initial public offering in 2017

3. Parties Checked The following is a comprehensive itemized list of all parties and affiliated entities submitted to the Firm's conflicts database for screening in connection with the proposed engagement. The parties are organized by category according to their role in the proposed transaction. 3.1 Client-Side Parties The following client-side parties and their key personnel were submitted for conflicts screening:

1. Verimark Hospitality Group Inc. — Delaware corporation; Nasdaq: VMRK; headquartered at 1400 Bayshore Boulevard, Suite 2200, Miami, FL 33131; proposed client

2. Coral Palms Resort Holdings LLC — Florida limited liability company; wholly owned indirect subsidiary of VHG; fee owner of the Property and proposed borrower entity; proposed client

3. Conrad W. Elliston — Chairman of the Board and Chief Executive Officer, VHG; individual screened as key officer of proposed client

4. Natasha Ricard — Chief Financial Officer, VHG; individual screened as key officer of proposed client

5. Derek Huang — Senior Vice President, Capital Markets & Treasury, VHG; individual screened as primary business contact for the engagement 3.2 Prospective Lender and Affiliates The following prospective lender-side parties and their key personnel were submitted for conflicts screening:

1. Pinnacle Atlantic Capital, LLC — Delaware limited liability company; prospective lender; principal office at 200 Lexington Avenue, 38th Floor, New York, NY 10016; a real estate lending platform affiliated with Greystone Peak Asset Management LP

2. Greystone Peak Asset Management LP — Delaware limited partnership; parent and affiliate of PAC; a diversified alternative asset management firm with approximately $12 billion in assets under management; principal office in New York, NY

3. Martin Drubeck — Managing Director, Real Estate Lending, PAC; individual screened as key lender contact

4. Jennifer Kwon — Vice President, Originations, PAC; individual screened as lender origination contact 3.3 Existing Lender (Payoff Bank) The following existing lender-side party and its key personnel were submitted for conflicts screening:

1. Tidewater National Bank, N.A. — A national banking association chartered by the Office of the Comptroller of the Currency; principal office at 600 Waterside Drive, Norfolk, VA 23510; approximately $38 billion in total assets; existing mortgage lender to CPRH with respect to the Property; holder of the existing first mortgage loan to be paid off in connection with the proposed refinancing

2. Alan Prescott — Senior Vice President, Commercial Real Estate, Tidewater National Bank, N.A.; individual screened as key contact at existing lender 3.4 Lender's Counsel (Adverse / Counterparty Counsel) The following law firm and its relevant attorneys were submitted for conflicts screening in their capacity as counterparty counsel representing the prospective lender in the proposed transaction:

1. Whitford Baines & Driscoll LLP — New York limited liability partnership; principal office at 1221 Avenue of the Americas, Suite 4400, New York, NY 10020; engaged by PAC to serve as lender's counsel in connection with the proposed refinancing

2. Philip Tarrant Corporation — Partner, Real Estate Finance, Whitford Baines & Driscoll LLP; lead attorney for the prospective lender

3. Catherine Yee — Associate, Whitford Baines & Driscoll LLP; working attorney on the lender's counsel team 3.5 Other Anticipated Third Parties The following third-party service providers anticipated to be involved in the proposed transaction were also submitted for conflicts screening:

1. Hargrove & Whitley Valuation Services LLC — Independent appraisal firm; located in Palm Beach Gardens, FL; retained to provide an appraisal of the Property in connection with the proposed refinancing

2. Meridian Title & Escrow, Inc. — Title insurance company and escrow agent; located in Miami, FL; anticipated to serve as the title company and escrow agent for the transaction

3. Oakridge Environmental Consulting Group, Inc. — Environmental consulting firm; located in Coral Gables, FL; retained to prepare Phase I and, if required, Phase II environmental site assessments of the Property

4. Castlegate Risk Advisors LLC — Insurance brokerage firm; located in Miami, FL; VHG's insurance broker, anticipated to coordinate insurance compliance with lender requirements

5. Southland Mutual Insurance Company — Property and casualty insurance carrier; located in Tampa, FL; anticipated to provide or continue property and casualty insurance coverage for the Property

6. Bayfront Specialty Insurance Corp. — Flood insurance carrier; a Florida-domiciled specialty insurer; anticipated to provide flood insurance coverage for the Property as required by the lender and applicable law given the Property's location in a flood zone

7. Keswick & Holt LLP — Certified public accounting firm; located in Miami, FL; VHG's independent auditor, which may be called upon to provide financial certifications, comfort letters, or other documentation in connection with the refinancing

8. Landis & Shaw Surveying, Inc. — Licensed land surveying firm; located in South Miami, FL; anticipated to prepare or update an ALTA/NSPS land title survey of the Property in connection with the refinancing

4. Conflicts Database Search Results The Firm's IntegriCheck conflicts database was searched on October 17, 2022, and supplemental searches were conducted on October 18, 2022, using variations of each party name, including abbreviations, acronyms, trade names, and phonetic variations. The results of the conflicts database search for each category of party are set forth below. 4.1 Verimark Hospitality Group Inc. / Cor

5. Screening for Related-Matter Conflicts In addition to the database searches described in Section 4, the undersigned conducted the following supplemental screening procedures to identify any potential related-matter conflicts or personal conflicts: Engagement Team Screening. Each member of the proposed engagement team — Douglas Fairchild (Partner), Angela Fontaine (Partner), Grace Nakamura (Associate), and Rafael D

6. Ethical and Jurisdictional Considerations 6.1 Governing Professional Responsibility Rules The proposed engagement is subject to the professional responsibility rules of the State of Florida, as Calderwood & Harkness LLP is registered with the Florida Bar and the engagement team members are admitted to practice in Florida. The primary rule governing concurrent conflicts of interest is Rule 4-1.7 of the Florida Rule

7. Clearance Determination 7.1 Result. CLEARED — NO CONFLICTS OF INTEREST IDENTIFIED Based on the comprehensive conflicts check documented in this memorandum, including the database searches, engagement team screening, related-matter screening, and ethical analysis described herein, the undersigned have determined that no conflicts of interest exist that would preclude, restrict, or condition the Firm's representatio

8. Distribution and Record-Keeping This memorandum, together with the underlying conflicts search reports and engagement team questionnaires, shall be distributed and retained as follows: • Copy to: Margaret O'Sullivan, Esq., Firm Conflicts Counsel, Office of the General Counsel, Calderwood & Harkness LLP • Copy to: New Business Intake Department, Calderwood & Harkness LLP • Original retained in: Matter File No. 1021