Contract analysis

1. Purpose and Background of Engagement The Audit Committee of the Board of Directors (the "Audit Committee") of Verimark Hospitality Group Inc. ("VHG" or the "Company"), a Delaware corporation publicly traded on the Nasdaq Stock Market LLC under the ticker symbol VMRK, with principal offices at 4100 Bayshore Boulevard, Suite 1200, Tampa, FL 33611, hereby retains Calderwood & Harkness LLP ("C&H" or the "Firm") to ser

2. Identity of the Client The Firm's client for purposes of this engagement is the Audit Committee of the Board of Directors of VHG, acting in its oversight and investigative capacity under the Company's Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws of VHG, the Audit Committee Charter, and applicable provisions of the Delaware General Corporation Law. It is expressly understood an

3. Scope of the Investigation The Investigation shall encompass the following primary areas of inquiry, each of which relates to the operations, accounting practices, and financial reporting of VCR, as well as the impact of such matters on VHG's consolidated financial statements and public disclosures. 3(a). Revenue-Recognition Irregularities The Firm shall conduct a thorough examination of whether VCR prematurely re

4. Staffing The Firm's professional team for the Investigation shall include the following attorneys and such additional personnel as may be reasonably necessary to conduct the Investigation in a thorough and timely manner: (i) Howard Quinn, Partner — Responsible Partner. Mr. Quinn shall serve as the lead partner on the engagement, with overall responsibility for the direction, strategy, and conduct of the Investigat

5. Engagement of Advisors and Vendors The Firm is authorized, at the direction of the Audit Committee, to retain forensic accounting advisors, e-discovery vendors, and other consultants as may be necessary or appropriate to support the Investigation. Such engagements shall be made subject to the following terms: (a) Forensic Accounting Advisors. Any forensic accounting advisor retained by the Firm in connection with

6. Privilege and Confidentiality 6(a). Attorney-Client Privilege and Work-Product Doctrine All communications between the Firm and the Audit Committee, and between the Firm and any agents or advisors retained pursuant to Section 5 above, and all work product generated by the Firm (or at its direction) in connection with the Investigation — including memoranda, reports, notes, analyses, interview summaries, chronologi

7. Fees and Billing Arrangements 7(a). Hourly Rates The Firm shall bill for professional services rendered in connection with the Investigation on an hourly basis at the following standard rates, which are effective as of the date of this engagement: The foregoing rates are subject to the Firm's standard annual rate adjustments, which typically take effect on January 1 of each calendar year. Any such adjustments shal

8. Reporting Obligations The Firm shall report its findings, progress, and recommendations directly and exclusively to the Audit Committee. The Firm's reporting obligation runs to the Audit Committee and not to VHG management, the full Board of Directors, or any other person or entity. The Firm shall provide periodic interim status reports to the Audit Committee at such intervals as the Audit Committee may request, b

9. Document Preservation Promptly upon the commencement of the Investigation, the Firm shall, in coordination with VHG's General Counsel and information-technology personnel, issue document-preservation notices (commonly referred to as "litigation hold" or "legal hold" notices) to appropriate personnel of VHG and VCR. Such notices shall direct the identified custodians and departments to preserve all documents and el

10. Cooperation The Company, through the Audit Committee, shall direct VHG management and all personnel of VHG and VCR to cooperate fully with the Investigation. Such cooperation shall include, without limitation: (a) Making themselves available for interviews at times and locations reasonably designated by the Firm, subject to reasonable accommodation of business needs and scheduling constraints; (b) Producing, on a

11. Duration and Termination This engagement shall continue until the Investigation is completed and the Final Report has been delivered to the Audit Committee, unless earlier terminated as provided herein. The Audit Committee may terminate this engagement at any time, with or without cause, upon written notice to the Firm. In the event of termination, the Firm shall be entitled to payment for all professional servic

12. Limitations This engagement letter sets forth the terms under which the Firm has been retained to conduct the Investigation. The following limitations apply: (a) This engagement does not constitute an audit of VHG's financial statements, and the Firm's work should not be construed as providing any form of assurance, opinion, or certification regarding the accuracy, completeness, or reliability of the Company's fi

13. Conflicts The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable rules of professional conduct and confirms that, based on information presently known to the Firm, no conflict of interest exists that would prevent the Firm from undertaking this engagement. The Firm has not previously represented VHG, VCR, or any individual officer, director, or employee of VHG or VC

14. Governing Law This engagement letter shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflict-of-laws principles. Any dispute arising out of or relating to this engagement shall be subject to the exclusive jurisdiction of the state and federal courts located in Hillsborough County, Florida.

15. Acceptance and Execution This letter, when executed by both parties below, shall constitute the binding agreement between the Audit Committee of the Board of Directors of Verimark Hospitality Group Inc. and Calderwood & Harkness LLP with respect to the engagement described herein. This letter supersedes all prior discussions, negotiations, and understandings between the parties with respect to the subject matter