Contract analysis

1. Matter Overview This memorandum sets forth the engagement team assignments, anticipated workstreams, and staffing plan for the above-referenced matter. It is prepared for the file and distributed to each member of the engagement team to ensure clarity of roles, responsibilities, and expectations from the outset of the representation. Client. The client is Verimark Hospitality Group Inc. ("VHG"), a Delaware corpora

2. Engagement Team Assignments The following attorneys have been assigned to this engagement. Each team member's role, responsibilities, hourly rate, and expected level of involvement are described below. All team members are resident in the firm's Miami office. 2.1 Douglas Fairchild — Responsible Partner, Real Estate Title: Partner, Real Estate Practice Group Office: Calderwood & Harkness LLP, 100 Southeast Second S

3. Anticipated Workstreams and Work Allocation The following sections describe the anticipated workstreams for this engagement and the allocation of responsibilities among team members. This section is intended to provide a framework for project management and accountability; individual task assignments may be adjusted as the engagement evolves. 3.1 Pre-Commitment Phase (October–December 2022) The pre-commitment phas

4. Key Client Contacts The following individuals at VHG are the primary client contacts for this engagement: All communications with VHG personnel other than the individuals listed above should be coordinated through Derek Huang unless otherwise directed by Fairchild.

5. Key Third-Party Contacts The following third-party contacts are anticipated to be involved in this transaction: All communications with lender's counsel (WBD) on significant issues should be routed through Fairchild. Working-level communications with Catherine Yee at WBD may be conducted directly by Nakamura. All communications with PAC should be coordinated through Derek Huang at VHG unless otherwise directed.

6. Property Summary The following is a summary of the Property for the engagement team's reference: Property Name: Coral Palms Grand Resort & Spa Address: 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037 Fee Owner: Coral Palms Resort Holdings LLC (the "Borrower"), a Florida limited liability company and wholly owned indirect subsidiary of VHG Property Type: Full-service luxury oceanfront resort hotel w

7. Estimated Fee Budget and Billing Guidelines Fee Estimate. The estimated fee for this engagement, assuming a full closing of the refinancing, is $350,000 to $475,000. This estimate includes all attorney time for the workstreams described in this memorandum but does not include third-party costs and disbursements (such as filing fees, recording fees, title search charges, overnight delivery charges, and travel expen

8. Anticipated Timeline The following is the anticipated timeline for the engagement. All dates are estimates and are subject to change based on the progress of negotiations, lender diligence, and other factors outside the parties' control. Note Regarding Existing Loan Maturity. The existing Tidewater National Bank first mortgage loan is scheduled to mature on June 1, 2024, which provides approximately twenty (20) mo

9. Filing and Document Management Matter Number. All documents, correspondence, time entries, and expenses related to this engagement are to be filed under matter number 1021-00007. Master Document Index. Nakamura will establish and maintain a master document index for the engagement, which will serve as the comprehensive record of all documents generated, received, or reviewed in connection with the transaction. The