Contract analysis

1. Purpose and Introduction We are pleased that Verimark Hospitality Group Inc. ("VHG" or the "Company") has selected Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," "us," or "our") as its legal counsel in connection with the transaction described below. We greatly value the confidence you and your team have placed in our Firm, and we look forward to working with you to bring this matter to a su

2. Scope of Representation Calderwood & Harkness will represent Coral Palms Resort Holdings LLC, as borrower (the "Borrower"), and Verimark Hospitality Group Inc., as guarantor (the "Guarantor"), in connection with all aspects of the Refinancing, including, without limitation, the following: (a) Commitment Letter and Side Letters. Review, analysis, and negotiation of the Commitment Letter to be issued by PAC, togethe

3. Engagement Team and Responsible Attorneys Calderwood & Harkness has assembled a dedicated team of professionals from its Real Estate Practice Group to staff this engagement. The following attorneys have been assigned to the matter: Douglas Fairchild — Responsible Partner, Real Estate Practice Group. Douglas will serve as the primary relationship partner and supervising attorney for the engagement. He will maintain

4. Fees and Hourly Rates Calderwood & Harkness will charge for legal services rendered in connection with this engagement on an hourly basis. The current hourly rates for the attorneys assigned to this matter are set forth below: In the event that paralegals or other professional support staff are utilized in connection with the engagement, their time will be billed at the Firm's prevailing rates for such personnel,

5. Fee Estimate Based on our current understanding of the Transaction's scope and complexity, including the terms set forth in the Term Sheet, the structure of the Refinancing, the nature of the Property, and our experience with comparable hospitality financing transactions, Calderwood & Harkness estimates that total legal fees for this engagement will be in the range of $350,000 to $475,000, assuming a full transact

6. Retainer Upon execution of this Engagement Letter, VHG shall deposit an evergreen retainer in the amount of Fifty Thousand Dollars ($50,000.00) (the "Retainer") with Calderwood & Harkness LLP. The Retainer shall be deposited into the Firm's client trust account, which is an Interest on Trust Account ("IOTA") maintained in accordance with the requirements of the Rules Regulating The Florida Bar. Any interest earned

7. Billing and Payment Terms Calderwood & Harkness will render monthly invoices for professional fees and disbursements incurred during the immediately preceding calendar month. Invoices will typically be issued within fifteen (15) days following the end of the applicable billing period. All invoices are due and payable within thirty (30) days from the date of the invoice (i.e., Net 30). Payment shall be made by wire

8. Disbursements and Expenses In addition to professional fees for legal services, VHG will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by Calderwood & Harkness in connection with this engagement. Such disbursements may include, but are not limited to, the following: • Filing fees, recording fees (including documentary stamp tax and intangible tax remittanc

9. Confidentiality and Privilege Calderwood & Harkness will maintain the confidentiality of all information, documents, and materials provided by VHG or any of its affiliates, officers, directors, employees, or agents in connection with this engagement (collectively, "Confidential Information"), in accordance with applicable Rules of Professional Conduct, including Rule 4-1.6 of the Rules Regulating The Florida Bar.

10. Conflicts of Interest Calderwood & Harkness has conducted a comprehensive conflicts check in accordance with the Firm's internal policies and procedures and the applicable Rules of Professional Conduct, including Rules 4-1.7 and 4-1.9 of the Rules Regulating The Florida Bar, governing concurrent and successive conflicts of interest. The conflict check was conducted using the Firm's proprietary conflicts clearance

11. Termination of Engagement Either VHG or Calderwood & Harkness may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the case of termination by the Firm, we will comply with all applicable ethical obligations, including providing reasonable notice to VHG and taking such steps as are reasonably practicable to avoid prejudice to VHG's interests. In the event of

12. No Guarantee of Outcome Calderwood & Harkness will devote its best professional efforts and diligent attention to the representation of VHG in connection with this Transaction. Our attorneys assigned to the engagement possess substantial experience in complex real estate finance transactions, and we will bring the full resources of our Real Estate Practice Group to bear in pursuing a successful outcome for VHG. H

13. Document Retention Following the conclusion of this engagement, whether by closing of the Transaction, termination, or otherwise, Calderwood & Harkness will retain the engagement file (including correspondence, working papers, memoranda, draft documents, and related materials) in accordance with the Firm's document retention policy, which generally provides for a minimum retention period of seven (7) years from t

14. Governing Law and Dispute Resolution This Engagement Letter and the terms and conditions of the engagement described herein shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the engagement, or the Firm's representation of VHG, including an

15. Entire Agreement and Amendments This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and Verimark Hospitality Group Inc. with respect to the terms and conditions of the engagement described herein. This Engagement Letter supersedes all prior and contemporaneous oral or written negotiations, proposals, representations, understandings, and agreements between the parties relating

16. Acceptance and Signature block If the terms set forth in this Engagement Letter are acceptable to VHG, please indicate your acceptance by countersigning this letter in the space provided below and returning an executed copy to the undersigned by hand delivery, overnight courier, or e-mail (PDF scan) at your earliest convenience. We ask that the executed copy and the retainer deposit (if not already received) be t

17. Enclosures The following documents are enclosed with this Engagement Letter for your reference and records:

1. Calderwood & Harkness LLP — Firm Privacy Notice

2. Client Identification Form and IRS Form W-9 (to be completed and returned by VHG, if applicable)

3. Wire Transfer Instructions for Retainer Deposit ($50,000.00 to Calderwood & Harkness LLP Client Trust Account, IOTA Account) cc: Natasha Ricard, Chief Financial Officer, Verimark Hospitality Group Inc. cc: Derek Huang, Senior Vice President — Capital Markets & Treasury, Verimark Hospitality Group Inc. cc: Angela Fontaine, Partner, Calderwood & Harkness LLP cc: Grace Nakamura, Associate, Calderwood & Harkness LLP T