1021-00004 · Verimark Hospitality Group · Engagement

engagement-letter-vhg-trademark-enforcement.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

400 Brickell Avenue, Suite 3200 Miami, Florida 33131 Telephone: (305) 814-7000 Facsimile: (305) 814-7001 www.calderwoodharkness.com

July 22, 2025

Matter No.: 1021-00004

VIA EMAIL AND HAND DELIVERY

Sonia M. Trevino, Esq. General Counsel Verimark Hospitality Group Inc. 2200 Bayshore Boulevard, Suite 1400 Tampa, Florida 33629

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

Dear Ms. Trevino:

Thank you for selecting Calderwood & Harkness LLP (the "Firm") to represent Verimark Hospitality Group Inc. ("VHG" or the "Company") in connection with the enforcement of VHG's trademark rights against Coral Verimark Resorts LLC ("CVR"). We are pleased to have the opportunity to serve VHG in this important matter and look forward to working closely with you and your team.

The purpose of this letter is to confirm the terms and conditions of our engagement and to set forth the mutual understanding between the Firm and the Company regarding the scope of our representation, staffing, fee arrangements, and related matters. Upon execution by both parties, this letter will constitute a binding agreement between the Firm and VHG governing the terms of our professional relationship in connection with this engagement. We ask that you review these terms carefully and contact us with any questions before signing.

1. Scope of Engagement

1.1 District Court Litigation

The Firm will represent VHG in the prosecution of a federal trademark infringement, unfair competition, and trademark dilution action against CVR in the United States District Court for the Southern District of Florida, Miami Division. The action is anticipated to be captioned Verimark Hospitality Group Inc. v. Coral Verimark Resorts LLC, and a case number will be assigned upon filing of the Complaint.

The claims to be asserted against CVR in the Complaint will include the following:

(1) Federal trademark infringement under Section 32(1) of the Lanham Act, 15 U.S.C. § 1114(1), based on CVR's unauthorized use of the VERIMARK mark and confusingly similar variations thereof in connection with hospitality and resort services;

(2) Federal unfair competition and false designation of origin under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), based on CVR's use of trademarks, trade names, and commercial indicia that are likely to cause confusion, mistake, or deception as to the affiliation, connection, or association of CVR with VHG, or as to the origin, sponsorship, or approval of CVR's goods and services by VHG;

(3) Federal trademark dilution under Section 43(c) of the Lanham Act, 15 U.S.C. § 1125(c), based on CVR's use of marks that are likely to cause dilution by blurring or dilution by tarnishment of VHG's famous VERIMARK marks;

(4) Florida common law trademark infringement, based on CVR's unauthorized adoption and use of marks confusingly similar to VHG's established and senior common law trademark rights in the State of Florida and throughout the southeastern United States; and

(5) Violation of the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.204, based on CVR's deceptive and unfair conduct in adopting and using the VERIMARK RESORTS mark and related trade dress in a manner likely to mislead consumers and cause actual confusion in the marketplace.

The relief to be sought in the action will include, without limitation: preliminary and permanent injunctive relief enjoining CVR from further use of the VERIMARK RESORTS mark and any confusingly similar marks; an award of actual damages sustained by VHG or, in the alternative, an accounting and disgorgement of CVR's profits attributable to the infringing use; enhanced or treble damages as permitted under 15 U.S.C. § 1117(a) and (b); an award of reasonable attorneys' fees and costs of suit; cancellation of CVR's pending trademark application, U.S. Trademark Application Serial No. 98/432,117, for the mark VERIMARK RESORTS in International Class 043; and such other and further relief as the Court deems just and proper.

In connection with the filing of the Complaint, the Firm will prepare and file a motion for preliminary injunction, together with all supporting memoranda of law, declarations, and exhibits, to be filed concurrently with the Complaint or as promptly thereafter as practicable. It is currently anticipated that the Court will schedule a hearing on the preliminary injunction motion for on or about September 10, 2025, and the Firm will prepare for and conduct that hearing on VHG's behalf.

1.2 TTAB Opposition Proceeding

The Firm will continue to prosecute the opposition proceeding currently pending before the Trademark Trial and Appeal Board ("TTAB") of the United States Patent and Trademark Office, captioned as Opposition No. 91/287,456, which was filed on December 3, 2024, on behalf of VHG. That proceeding concerns CVR's U.S. Trademark Application Serial No. 98/432,117 for the mark VERIMARK RESORTS in International Class 043 (hotel and resort services; temporary accommodations; hotel reservation services).

As VHG is aware, the TTAB proceeding was suspended by stipulation of the parties, entered by the Board on February 18, 2025, pending the outcome of the district court action described in Section 1.1 above. During the period of suspension, the Firm will continue to monitor all filings, deadlines, and Board orders in the opposition proceeding and will manage the proceeding as warranted, including by filing any necessary motions to extend or maintain the suspension, responding to any Board orders requiring action, and, if and when the suspension is lifted, prosecuting the opposition through trial and final decision. The Firm will keep VHG informed of all material developments in the TTAB proceeding and will consult with VHG before taking any substantive action therein.

1.3 Related Activities

In addition to the district court litigation and the TTAB opposition proceeding, the scope of this engagement includes the following related activities:

(a) Pre-Litigation Investigation and Evidence Gathering. The Firm will continue to coordinate with Broadleaf Investigations Inc. ("Broadleaf") in connection with the pre-litigation investigation of CVR's infringing activities, including the collection of evidence of actual consumer confusion, CVR's use of the VERIMARK RESORTS mark in commerce, and the identification of relevant witnesses and documents. All costs associated with Broadleaf's services will be billed through to VHG in accordance with Section 3.3 below.

(b) Engagement and Management of Testifying Experts. The Firm will engage and manage testifying expert witnesses as necessary to support VHG's claims, including, without limitation, a consumer confusion survey expert to design, conduct, and opine upon a likelihood-of-confusion survey, and a damages and economic analysis expert to quantify VHG's damages and/or CVR's unjust profits attributable to the infringing conduct. The Firm has identified and recommends Pinnacle Brand Analytics LLC as the consumer confusion survey expert and Drummond Appraisal Group Inc. as the damages and economic analysis expert, subject to VHG's approval. Expert engagement letters will be provided to VHG for review and approval prior to execution, and all expert fees and costs will be billed through to VHG in accordance with Section 3.3 below.

(c) Settlement Negotiations. The Firm will conduct settlement negotiations with CVR and its counsel, if and when appropriate, at VHG's direction. Any settlement discussions will be undertaken only with VHG's prior authorization, and all material settlement terms will be submitted to VHG for approval before any binding agreement is reached.

(d) Appellate Proceedings. Should either party appeal any ruling or final judgment entered in the district court action, the Firm will represent VHG in connection with such appeal, including, without limitation, the drafting and filing of appellate briefs, preparation of the appellate record, and oral argument before the United States Court of Appeals for the Eleventh Circuit. Appellate work will be billed at the hourly rates set forth in Section 3.1 below, subject to any rate adjustments then in effect.

1.4 Limitations on Scope

This engagement is limited to the matters described in Sections 1.1 through 1.3 above. The Firm's representation of VHG does not extend to any matters unrelated to the enforcement of VHG's trademark rights against CVR, including but not limited to corporate governance matters, regulatory compliance, employment matters, real estate transactions, financing transactions, or other intellectual property matters not directly connected to the claims and proceedings described herein.

Any expansion of the scope of this engagement — including, by way of example, the assertion of additional claims (such as copyright infringement or trade secret misappropriation), the joinder of additional defendants or third parties, related regulatory investigations or proceedings, or the commencement of separate legal actions — will require a separate written agreement or a formal amendment to this engagement letter, signed by both parties, setting forth the revised scope, any additional staffing requirements, and any applicable fee arrangements.

2. Engagement Team and Staffing

The Firm has assembled a team of experienced intellectual property litigators to handle this engagement. The principal members of the engagement team are as follows:

Marcus Delgado, Partner — Responsible Partner. Mr. Delgado will serve as the lead attorney with overall responsibility for the strategic direction of the engagement, management of the litigation team, and principal communications with VHG. Mr. Delgado brings more than twenty years of experience in complex trademark and brand enforcement litigation in federal courts throughout the southeastern United States and before the TTAB, and he will be personally involved in all significant phases of the case, including the preparation and argument of the preliminary injunction motion, key depositions, and trial.

Catherine Bloom, Partner — Billing Partner. Ms. Bloom will oversee all billing, budgeting, and fee-related matters for the engagement. In addition to her administrative role, Ms. Bloom will contribute substantive intellectual property expertise to the matter, with particular emphasis on trademark prosecution issues, TTAB practice, and the interface between the opposition proceeding and the district court litigation.

Peter Vassiliev, Senior Associate — Lead Associate. Mr. Vassiliev will serve as the primary day-to-day working attorney on the engagement. He will be responsible for drafting pleadings, motions, and discovery requests and responses; managing the discovery process, including document collection, review, and production; coordinating with testifying and consulting experts; and preparing for depositions and evidentiary hearings. Mr. Vassiliev has significant experience in federal trademark litigation and has been closely involved in the TTAB opposition proceeding since its inception.

Wendy Schultz, Associate — Working Associate. Ms. Schultz will support the engagement team by conducting legal research, assisting with the drafting of briefs and memoranda, performing document review, and handling other tasks as assigned by Mr. Delgado and Mr. Vassiliev.

From time to time, the Firm may assign additional attorneys, paralegals, litigation support specialists, or other support staff to the matter as the workload requires. The Firm will notify VHG of any material changes to the composition of the engagement team, including the addition or departure of any attorney who is expected to play a significant role in the matter. The Firm will endeavor to staff the engagement efficiently and to assign tasks to the lowest-cost qualified professional capable of performing the work competently.

3. Billing Rates and Fee Arrangement

3.1 Hourly Rates

The Firm's fees for services rendered in connection with this engagement will be based on the time expended by each professional at the following hourly rates:

The foregoing rates are the Firm's standard rates effective as of January 1, 2025. The Firm's hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Firm will provide VHG with at least thirty (30) days' prior written notice of any rate adjustment. Any adjusted rates will apply to services rendered on and after the effective date of the adjustment and will not be applied retroactively to prior invoices.

3.2 Fee Estimate

Based on the current scope of the engagement as described in Section 1 above, and based on the Firm's experience with comparable trademark enforcement matters, the Firm estimates that fees through the preliminary injunction hearing (currently anticipated for on or about September 10, 2025) will be in the range of $275,000 to $375,000. This estimate encompasses the preparation and filing of the Complaint and preliminary injunction motion, the initial phases of expedited discovery in connection with the preliminary injunction, the preparation of expert declarations in support of the motion, the briefing of any opposition or cross-motions filed by CVR, and the preparation for and conduct of the preliminary injunction hearing itself.

This estimate is provided for planning and budgeting purposes only and does not constitute a cap, ceiling, guarantee, or fixed fee for the Firm's services. Actual fees may be higher or lower than the estimate depending on a number of factors, many of which are outside the Firm's control, including but not limited to the complexity of the legal and factual issues presented, the extent and nature of CVR's opposition and any counterclaims, the scope of discovery required, the number and duration of depositions, the Court's scheduling orders and procedural requirements, and any unforeseen developments in the litigation. The Firm will provide VHG with periodic updates on fees incurred and will promptly notify VHG if actual fees are tracking materially above the estimated range.

3.3 Disbursements and Third-Party Costs

In addition to the Firm's professional fees, VHG will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses include, but are not limited to, the following:

• Court filing fees and service of process fees;

• Travel expenses reasonably incurred in connection with the engagement, including airfare, ground transportation, lodging, and meals, in accordance with VHG's travel policy to the extent provided to the Firm;

• Expert witness fees and costs, including fees charged by Pinnacle Brand Analytics LLC (consumer confusion survey design, administration, and analysis), Drummond Appraisal Group Inc. (damages and economic analysis), and any other experts retained with VHG's approval;

• Investigative services fees and costs charged by Broadleaf Investigations Inc.;

• Court reporter fees and transcript costs for depositions, hearings, and other proceedings;

• Electronic discovery hosting, processing, and review platform costs;

• Photocopying, printing, and document production costs;

• Courier, overnight delivery, and postage charges;

• Long-distance telephone and videoconference charges;

• Online legal research charges (Westmark Data Systems, Calderon Systems, and similar services), to the extent specifically allocable to this engagement; and

• Any other out-of-pocket costs reasonably and necessarily incurred in connection with the engagement.

Third-party expert and investigation costs will be billed through to VHG at cost, without any markup or administrative surcharge by the Firm. Where practicable, the Firm will obtain VHG's prior approval before incurring any single disbursement in excess of $10,000.

3.4 Retainer. To secure the Firm's representation, the Firm requests that VHG deposit an initial retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00) into the Firm's client trust account (IOTA account maintained at First Atlantic National Bank, Miami, Florida). The retainer shall be deposited within ten (10) business days of the execution of this engagement letter by both parties.

The retainer will be held in trust and applied against invoiced fees and costs as they accrue. As fees and costs are incurred and invoiced, the Firm will draw against the retainer in satisfaction of outstanding invoices, and VHG will receive detailed statements reflecting any such application. VHG will be asked to replenish the retainer to its original level of $75,000 whenever the retainer balance falls below Twenty-Five Thousand Dollars ($25,000.00), and any replenishment payment shall be made within ten (10) business days of the Firm's written request.

Any unused portion of the retainer remaining at the conclusion of the engagement, after application against all outstanding fees and costs, will be refunded to VHG promptly, and in no event later than thirty (30) days following the conclusion of the engagement or the resolution of all outstanding invoices, whichever is later.

4. Billing and Payment Terms

The Firm will render invoices to VHG on a monthly basis, typically within fifteen (15) days following the close of each calendar month. Each invoice will include detailed narrative descriptions of services performed by each timekeeper, the time expended (reported in increments of one-tenth of an hour), and an itemization of all disbursements and out-of-pocket expenses incurred during the billing period. The Firm's invoices will comply with any reasonable billing guidelines that VHG may provide to the Firm in writing.

Payment of each invoice is due within thirty (30) days of the invoice date. Invoices may be directed to Sonia M. Trevino, General Counsel, Verimark Hospitality Group Inc., 2200 Bayshore Boulevard, Suite 1400, Tampa, Florida 33629, or to such other person, department, or address as VHG may designate in writing from time to time. The Firm is happy to accommodate electronic invoice submission if VHG utilizes an e-billing platform, and the Firm will work with VHG's accounts payable department to establish any necessary electronic billing protocols.

The Firm reserves the right to charge interest on any past-due balance at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less. Interest will accrue on the unpaid balance beginning on the thirty-first (31st) day following the invoice date and will continue to accrue until the balance is paid in full. VHG acknowledges that persistent failure to pay invoices in a timely manner may, in the Firm's sole discretion, constitute grounds for withdrawal from the engagement in accordance with the applicable Rules of Professional Conduct, subject to the provisions of Section 9 below.

5. Conflict of Interest Clearance

The Firm has conducted a thorough conflicts check in accordance with the Florida Rules of Professional Conduct, including Rules 4-1.7 (Conflict of Interest: Current Clients) and 4-1.9 (Duties to Former Clients), as well as the Firm's internal conflict clearance procedures.

Based on that review, the Firm confirms that it does not currently represent Coral Verimark Resorts LLC, Rafael J. Medina (identified as a principal of CVR), Gabriela N. Serrano (identified as a principal of CVR), or any other party known to be adverse to VHG in this matter. The Firm further confirms that it does not currently represent any party in any other matter that is directly adverse to VHG or that would create a significant risk that the Firm's representation of VHG in this engagement would be materially limited by the Firm's responsibilities to another client, a former client, or a third person.

If, during the course of the engagement, a potential conflict of interest arises — whether by reason of a new client engagement undertaken by the Firm, a change in the parties or issues in this matter, or otherwise — the Firm will promptly notify VHG of the potential conflict and will take all steps required by the applicable Rules of Professional Conduct, including, where appropriate, seeking VHG's informed written consent to continued representation or, if consent cannot be obtained or would not cure the conflict, withdrawing from the conflicting representation. The Firm's obligation to identify and address potential conflicts is a continuing obligation throughout the engagement.

6. Client Responsibilities

The success of this engagement depends in significant part on VHG's cooperation and active participation. To that end, VHG agrees to cooperate fully with the Firm throughout the engagement, including by providing the Firm with timely access to all documents, information, data, and personnel reasonably necessary for the Firm to provide effective representation. VHG acknowledges that delays in providing requested materials or access to key witnesses may adversely affect the progress and outcome of the litigation.

VHG will designate the following individuals as the primary points of contact for purposes of this engagement:

• Leonard Yee, Vice President of Brand Protection — Mr. Yee will serve as the primary internal contact for day-to-day factual matters, including the collection and production of documents, the identification of witnesses, the coordination of investigative activities, and the provision of background information regarding VHG's trademark portfolio, brand standards, and enforcement history.

• Sonia M. Trevino, General Counsel — Ms. Trevino will serve as the primary contact for all legal and strategic decisions, including the approval of significant filings, litigation strategy, settlement authority, and budgetary matters. All formal communications regarding the engagement will be directed to Ms. Trevino unless she designates an alternative contact in writing.

VHG will promptly implement and maintain a comprehensive litigation hold on all documents, communications, and electronically stored information ("ESI") in VHG's possession, custody, or control that are potentially relevant to the claims and defenses in the action against CVR or the TTAB opposition proceeding. The Firm will provide VHG with a draft litigation hold notice for distribution to relevant custodians within VHG, and VHG will ensure that the hold is communicated to all appropriate personnel, including employees, officers, and agents who may possess relevant materials. VHG acknowledges that the failure to preserve relevant evidence may result in sanctions, adverse inference instructions, or other negative consequences in the litigation.

VHG will review and approve all significant filings, including the Complaint, the preliminary injunction motion, dispositive motions, and any settlement proposals, before they are filed with the Court or communicated to opposing counsel. The Firm will provide VHG with drafts of all significant filings in sufficient time to allow for meaningful review and comment. Routine filings, such as procedural motions, scheduling stipulations, and discovery correspondence, may be handled by the Firm without prior approval, although the Firm will keep VHG informed of all such filings.

7. Confidentiality and Privilege

All communications between the Firm and VHG in connection with this engagement, whether oral or written, are intended to be protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will treat all such communications as privileged and confidential, and will not disclose the substance of any privileged communication to any third party without VHG's prior informed consent, except as may be required by law, court order, or applicable rules of professional conduct.

The Firm will maintain the confidentiality of all information received from VHG in connection with the engagement, including business information, financial data, trade secrets, proprietary information, internal communications, and strategic plans. This obligation of confidentiality extends to all members of the Firm's engagement team, including attorneys, paralegals, support staff, and any outside vendors or consultants retained by the Firm in connection with the engagement, all of whom are bound by the Firm's confidentiality policies and, where applicable, by separate nondisclosure agreements.

VHG should take care to preserve the privileged nature of communications with the Firm by limiting the distribution of privileged communications within the Company to those individuals who have a need to know the substance of such communications in connection with the litigation. Forwarding privileged communications to individuals outside the Company or to employees who are not involved in the litigation may, under certain circumstances, result in a waiver of the attorney-client privilege. The Firm is available to provide guidance on privilege preservation practices at any time.

8. Document Retention

During the pendency of the engagement, the Firm will maintain all client files, including pleadings, correspondence, memoranda, research materials, discovery materials, and work product, in accordance with the Firm's standard document retention policies. Client files will be stored securely, whether in physical or electronic form, and access will be limited to authorized members of the engagement team.

Upon conclusion of the engagement, whether by resolution of the litigation, termination of the engagement, or otherwise, the Firm will, at VHG's election: (a) return all original documents and client-furnished materials to VHG, along with copies of the Firm's work product to the extent requested by VHG; or (b) retain client files in the Firm's secure storage facilities for a period of seven (7) years following the conclusion of the engagement. If VHG elects option (b), or if VHG does not respond to the Firm's inquiry within sixty (60) days of the conclusion of the engagement, the Firm may, upon the expiration of the seven-year retention period, destroy the files upon thirty (30) days' prior written notice to VHG at its last known address. VHG acknowledges that the Firm's obligation to retain files does not extend beyond the seven-year period described herein unless otherwise agreed in writing.

9. Termination

Either party may terminate this engagement at any time upon written notice to the other party. The right of termination is subject to the following conditions:

In the event of termination by VHG, VHG will remain responsible for the payment of all fees and costs incurred by the Firm through the effective date of termination, including fees for services rendered in connection with the transition to successor counsel. The Firm will cooperate in the orderly transfer of the matter to VHG's new counsel, including by providing copies of all relevant files, pleadings, and work product, and by executing any necessary substitution of counsel documents.

In the event of termination by the Firm, the Firm will take all reasonable steps to protect VHG's interests and to avoid prejudice to VHG, including by providing VHG with reasonable advance notice of the Firm's intent to withdraw, seeking leave of the Court to withdraw from the representation if the Firm is counsel of record, and cooperating fully in the transition of the matter to successor counsel. The Firm acknowledges that any withdrawal from the representation is subject to the approval of the Court and must comply with the applicable Rules of Professional Conduct.

The following provisions of this engagement letter will survive termination of the engagement: Section 3 (to the extent of unpaid fees and costs), Section 4 (to the extent of unpaid invoices), Section 7 (Confidentiality and Privilege), Section 8 (Document Retention), and Section 10 (Governing Law and Dispute Resolution).

10. Governing Law and Dispute Resolution

This engagement letter shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to its conflict of laws principles. The rights and obligations of the parties under this letter are subject at all times to the Florida Rules of Professional Conduct and any other applicable rules of professional conduct.

Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of VHG, including but not limited to disputes regarding fees, billing, the scope of the engagement, or the quality of the Firm's services, shall be resolved through binding arbitration administered in Miami, Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with those rules. The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, nothing in this Section shall be construed to limit or impair the rights of either party under the applicable Rules of Professional Conduct, including VHG's right to submit fee disputes to any mandatory fee arbitration program established by The Florida Bar.

11. Miscellaneous

This engagement letter constitutes the entire agreement between the Firm and VHG with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, discussions, negotiations, representations, warranties, and understandings, whether oral or written, relating to the Firm's representation of VHG in connection with this engagement.

This letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each party. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party against whom the waiver is to be enforced.

This letter may be executed in counterparts, including by electronic signature or facsimile, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

We are genuinely appreciative of the confidence that VHG has placed in Calderwood & Harkness LLP by entrusting us with this engagement, and we are enthusiastic about pursuing the vigorous protection of VHG's valuable VERIMARK trademark portfolio. We believe that VHG's claims against CVR are strong, and we are committed to devoting the resources and expertise necessary to achieve a successful outcome for the Company.

To confirm VHG's agreement to the terms set forth in this letter, we kindly request that Ms. Trevino execute the enclosed duplicate original of this letter in the space provided below and return it to Marcus Delgado at the Firm's Miami office at the address set forth above. An additional copy is enclosed for your records.

We look forward to working with you. Please do not hesitate to contact me directly if you have any questions regarding the terms of this letter or the engagement generally.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Marcus Delgado, Partner 400 Brickell Avenue, Suite 3200 Miami, Florida 33131 Direct Dial: (305) 814-7024

Email: mdelgado@calderwoodharkness.com

ACKNOWLEDGMENT AND ACCEPTANCE

By signing below, the undersigned, on behalf of Verimark Hospitality Group Inc., acknowledges that she has read this engagement letter in its entirety, understands its terms, and agrees to be bound by them on behalf of the Company.

ACKNOWLEDGED AND AGREED:

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Sonia M. Trevino, Esq.

Title: General Counsel

Date: ________

2200 Bayshore Boulevard, Suite 1400 Tampa, Florida 33629

Enclosure: Duplicate original for countersignature

cc: Donald R. Hargrove, Chief Executive Officer, Verimark Hospitality Group Inc. Leonard Yee, Vice President of Brand Protection, Verimark Hospitality Group Inc. Catherine Bloom, Partner, Calderwood & Harkness LLP

Professional	Title	Rate
Marcus Delgado	Partner	$895/hour
Catherine Bloom	Partner	$875/hour
Peter Vassiliev	Senior Associate	$625/hour
Wendy Schultz	Associate	$495/hour
Paralegals and Litigation Support Staff	Various	$225 – $325/hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
400 Brickell Avenue, Suite 3200 Miami, Florida 33131 Telephone: (305) 814-7000 Facsimile: (305) 814-7001 www.calderwoodharkness.com
July 22, 2025
Matter No.: 1021-00004
VIA EMAIL AND HAND DELIVERY
Sonia M. Trevino, Esq. General Counsel Verimark Hospitality Group Inc. 2200 Bayshore Boulevard, Suite 1400 Tampa, Florida 33629
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
Dear Ms. Trevino:
Thank you for selecting Calderwood & Harkness LLP (the "Firm") to represent Verimark Hospitality Group Inc. ("VHG" or the "Company") in connection with the enforcement of VHG's trademark rights against Coral Verimark Resorts LLC ("CVR"). We are pleased to have the opportunity to serve VHG in this important matter and look forward to working closely with you and your team.
The purpose of this letter is to confirm the terms and conditions of our engagement and to set forth the mutual understanding between the Firm and the Company regarding the scope of our representation, staffing, fee arrangements, and related matters. Upon execution by both parties, this letter will constitute a binding agreement between the Firm and VHG governing the terms of our professional relationship in connection with this engagement. We ask that you review these terms carefully and contact us with any questions before signing.
1. Scope of Engagement
1.1 District Court Litigation
The Firm will represent VHG in the prosecution of a federal trademark infringement, unfair competition, and trademark dilution action against CVR in the United States District Court for the Southern District of Florida, Miami Division. The action is anticipated to be captioned Verimark Hospitality Group Inc. v. Coral Verimark Resorts LLC, and a case number will be assigned upon filing of the Complaint.
The claims to be asserted against CVR in the Complaint will include the following:
(1) Federal trademark infringement under Section 32(1) of the Lanham Act, 15 U.S.C. § 1114(1), based on CVR's unauthorized use of the VERIMARK mark and confusingly similar variations thereof in connection with hospitality and resort services;
(2) Federal unfair competition and false designation of origin under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), based on CVR's use of trademarks, trade names, and commercial indicia that are likely to cause confusion, mistake, or deception as to the affiliation, connection, or association of CVR with VHG, or as to the origin, sponsorship, or approval of CVR's goods and services by VHG;
(3) Federal trademark dilution under Section 43(c) of the Lanham Act, 15 U.S.C. § 1125(c), based on CVR's use of marks that are likely to cause dilution by blurring or dilution by tarnishment of VHG's famous VERIMARK marks;
(4) Florida common law trademark infringement, based on CVR's unauthorized adoption and use of marks confusingly similar to VHG's established and senior common law trademark rights in the State of Florida and throughout the southeastern United States; and
(5) Violation of the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.204, based on CVR's deceptive and unfair conduct in adopting and using the VERIMARK RESORTS mark and related trade dress in a manner likely to mislead consumers and cause actual confusion in the marketplace.
The relief to be sought in the action will include, without limitation: preliminary and permanent injunctive relief enjoining CVR from further use of the VERIMARK RESORTS mark and any confusingly similar marks; an award of actual damages sustained by VHG or, in the alternative, an accounting and disgorgement of CVR's profits attributable to the infringing use; enhanced or treble damages as permitted under 15 U.S.C. § 1117(a) and (b); an award of reasonable attorneys' fees and costs of suit; cancellation of CVR's pending trademark application, U.S. Trademark Application Serial No. 98/432,117, for the mark VERIMARK RESORTS in International Class 043; and such other and further relief as the Court deems just and proper.
In connection with the filing of the Complaint, the Firm will prepare and file a motion for preliminary injunction, together with all supporting memoranda of law, declarations, and exhibits, to be filed concurrently with the Complaint or as promptly thereafter as practicable. It is currently anticipated that the Court will schedule a hearing on the preliminary injunction motion for on or about September 10, 2025, and the Firm will prepare for and conduct that hearing on VHG's behalf.
1.2 TTAB Opposition Proceeding
The Firm will continue to prosecute the opposition proceeding currently pending before the Trademark Trial and Appeal Board ("TTAB") of the United States Patent and Trademark Office, captioned as Opposition No. 91/287,456, which was filed on December 3, 2024, on behalf of VHG. That proceeding concerns CVR's U.S. Trademark Application Serial No. 98/432,117 for the mark VERIMARK RESORTS in International Class 043 (hotel and resort services; temporary accommodations; hotel reservation services).
As VHG is aware, the TTAB proceeding was suspended by stipulation of the parties, entered by the Board on February 18, 2025, pending the outcome of the district court action described in Section 1.1 above. During the period of suspension, the Firm will continue to monitor all filings, deadlines, and Board orders in the opposition proceeding and will manage the proceeding as warranted, including by filing any necessary motions to extend or maintain the suspension, responding to any Board orders requiring action, and, if and when the suspension is lifted, prosecuting the opposition through trial and final decision. The Firm will keep VHG informed of all material developments in the TTAB proceeding and will consult with VHG before taking any substantive action therein.
1.3 Related Activities
In addition to the district court litigation and the TTAB opposition proceeding, the scope of this engagement includes the following related activities:
(a) Pre-Litigation Investigation and Evidence Gathering. The Firm will continue to coordinate with Broadleaf Investigations Inc. ("Broadleaf") in connection with the pre-litigation investigation of CVR's infringing activities, including the collection of evidence of actual consumer confusion, CVR's use of the VERIMARK RESORTS mark in commerce, and the identification of relevant witnesses and documents. All costs associated with Broadleaf's services will be billed through to VHG in accordance with Section 3.3 below.
(b) Engagement and Management of Testifying Experts. The Firm will engage and manage testifying expert witnesses as necessary to support VHG's claims, including, without limitation, a consumer confusion survey expert to design, conduct, and opine upon a likelihood-of-confusion survey, and a damages and economic analysis expert to quantify VHG's damages and/or CVR's unjust profits attributable to the infringing conduct. The Firm has identified and recommends Pinnacle Brand Analytics LLC as the consumer confusion survey expert and Drummond Appraisal Group Inc. as the damages and economic analysis expert, subject to VHG's approval. Expert engagement letters will be provided to VHG for review and approval prior to execution, and all expert fees and costs will be billed through to VHG in accordance with Section 3.3 below.
(c) Settlement Negotiations. The Firm will conduct settlement negotiations with CVR and its counsel, if and when appropriate, at VHG's direction. Any settlement discussions will be undertaken only with VHG's prior authorization, and all material settlement terms will be submitted to VHG for approval before any binding agreement is reached.
(d) Appellate Proceedings. Should either party appeal any ruling or final judgment entered in the district court action, the Firm will represent VHG in connection with such appeal, including, without limitation, the drafting and filing of appellate briefs, preparation of the appellate record, and oral argument before the United States Court of Appeals for the Eleventh Circuit. Appellate work will be billed at the hourly rates set forth in Section 3.1 below, subject to any rate adjustments then in effect.
1.4 Limitations on Scope
This engagement is limited to the matters described in Sections 1.1 through 1.3 above. The Firm's representation of VHG does not extend to any matters unrelated to the enforcement of VHG's trademark rights against CVR, including but not limited to corporate governance matters, regulatory compliance, employment matters, real estate transactions, financing transactions, or other intellectual property matters not directly connected to the claims and proceedings described herein.
Any expansion of the scope of this engagement — including, by way of example, the assertion of additional claims (such as copyright infringement or trade secret misappropriation), the joinder of additional defendants or third parties, related regulatory investigations or proceedings, or the commencement of separate legal actions — will require a separate written agreement or a formal amendment to this engagement letter, signed by both parties, setting forth the revised scope, any additional staffing requirements, and any applicable fee arrangements.
2. Engagement Team and Staffing
The Firm has assembled a team of experienced intellectual property litigators to handle this engagement. The principal members of the engagement team are as follows:
Marcus Delgado, Partner — Responsible Partner. Mr. Delgado will serve as the lead attorney with overall responsibility for the strategic direction of the engagement, management of the litigation team, and principal communications with VHG. Mr. Delgado brings more than twenty years of experience in complex trademark and brand enforcement litigation in federal courts throughout the southeastern United States and before the TTAB, and he will be personally involved in all significant phases of the case, including the preparation and argument of the preliminary injunction motion, key depositions, and trial.
Catherine Bloom, Partner — Billing Partner. Ms. Bloom will oversee all billing, budgeting, and fee-related matters for the engagement. In addition to her administrative role, Ms. Bloom will contribute substantive intellectual property expertise to the matter, with particular emphasis on trademark prosecution issues, TTAB practice, and the interface between the opposition proceeding and the district court litigation.
Peter Vassiliev, Senior Associate — Lead Associate. Mr. Vassiliev will serve as the primary day-to-day working attorney on the engagement. He will be responsible for drafting pleadings, motions, and discovery requests and responses; managing the discovery process, including document collection, review, and production; coordinating with testifying and consulting experts; and preparing for depositions and evidentiary hearings. Mr. Vassiliev has significant experience in federal trademark litigation and has been closely involved in the TTAB opposition proceeding since its inception.
Wendy Schultz, Associate — Working Associate. Ms. Schultz will support the engagement team by conducting legal research, assisting with the drafting of briefs and memoranda, performing document review, and handling other tasks as assigned by Mr. Delgado and Mr. Vassiliev.
From time to time, the Firm may assign additional attorneys, paralegals, litigation support specialists, or other support staff to the matter as the workload requires. The Firm will notify VHG of any material changes to the composition of the engagement team, including the addition or departure of any attorney who is expected to play a significant role in the matter. The Firm will endeavor to staff the engagement efficiently and to assign tasks to the lowest-cost qualified professional capable of performing the work competently.
3. Billing Rates and Fee Arrangement
3.1 Hourly Rates
The Firm's fees for services rendered in connection with this engagement will be based on the time expended by each professional at the following hourly rates:
The foregoing rates are the Firm's standard rates effective as of January 1, 2025. The Firm's hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Firm will provide VHG with at least thirty (30) days' prior written notice of any rate adjustment. Any adjusted rates will apply to services rendered on and after the effective date of the adjustment and will not be applied retroactively to prior invoices.
3.2 Fee Estimate
Based on the current scope of the engagement as described in Section 1 above, and based on the Firm's experience with comparable trademark enforcement matters, the Firm estimates that fees through the preliminary injunction hearing (currently anticipated for on or about September 10, 2025) will be in the range of $275,000 to $375,000. This estimate encompasses the preparation and filing of the Complaint and preliminary injunction motion, the initial phases of expedited discovery in connection with the preliminary injunction, the preparation of expert declarations in support of the motion, the briefing of any opposition or cross-motions filed by CVR, and the preparation for and conduct of the preliminary injunction hearing itself.
This estimate is provided for planning and budgeting purposes only and does not constitute a cap, ceiling, guarantee, or fixed fee for the Firm's services. Actual fees may be higher or lower than the estimate depending on a number of factors, many of which are outside the Firm's control, including but not limited to the complexity of the legal and factual issues presented, the extent and nature of CVR's opposition and any counterclaims, the scope of discovery required, the number and duration of depositions, the Court's scheduling orders and procedural requirements, and any unforeseen developments in the litigation. The Firm will provide VHG with periodic updates on fees incurred and will promptly notify VHG if actual fees are tracking materially above the estimated range.
3.3 Disbursements and Third-Party Costs
In addition to the Firm's professional fees, VHG will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses include, but are not limited to, the following:
•  Court filing fees and service of process fees;
•  Travel expenses reasonably incurred in connection with the engagement, including airfare, ground transportation, lodging, and meals, in accordance with VHG's travel policy to the extent provided to the Firm;
•  Expert witness fees and costs, including fees charged by Pinnacle Brand Analytics LLC (consumer confusion survey design, administration, and analysis), Drummond Appraisal Group Inc. (damages and economic analysis), and any other experts retained with VHG's approval;
•  Investigative services fees and costs charged by Broadleaf Investigations Inc.;
•  Court reporter fees and transcript costs for depositions, hearings, and other proceedings;
•  Electronic discovery hosting, processing, and review platform costs;
•  Photocopying, printing, and document production costs;
•  Courier, overnight delivery, and postage charges;
•  Long-distance telephone and videoconference charges;
•  Online legal research charges (Westmark Data Systems, Calderon Systems, and similar services), to the extent specifically allocable to this engagement; and
•  Any other out-of-pocket costs reasonably and necessarily incurred in connection with the engagement.
Third-party expert and investigation costs will be billed through to VHG at cost, without any markup or administrative surcharge by the Firm. Where practicable, the Firm will obtain VHG's prior approval before incurring any single disbursement in excess of $10,000.
3.4 Retainer.  To secure the Firm's representation, the Firm requests that VHG deposit an initial retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00) into the Firm's client trust account (IOTA account maintained at First Atlantic National Bank, Miami, Florida). The retainer shall be deposited within ten (10) business days of the execution of this engagement letter by both parties.
The retainer will be held in trust and applied against invoiced fees and costs as they accrue. As fees and costs are incurred and invoiced, the Firm will draw against the retainer in satisfaction of outstanding invoices, and VHG will receive detailed statements reflecting any such application. VHG will be asked to replenish the retainer to its original level of $75,000 whenever the retainer balance falls below Twenty-Five Thousand Dollars ($25,000.00), and any replenishment payment shall be made within ten (10) business days of the Firm's written request.
Any unused portion of the retainer remaining at the conclusion of the engagement, after application against all outstanding fees and costs, will be refunded to VHG promptly, and in no event later than thirty (30) days following the conclusion of the engagement or the resolution of all outstanding invoices, whichever is later.
4. Billing and Payment Terms
The Firm will render invoices to VHG on a monthly basis, typically within fifteen (15) days following the close of each calendar month. Each invoice will include detailed narrative descriptions of services performed by each timekeeper, the time expended (reported in increments of one-tenth of an hour), and an itemization of all disbursements and out-of-pocket expenses incurred during the billing period. The Firm's invoices will comply with any reasonable billing guidelines that VHG may provide to the Firm in writing.
Payment of each invoice is due within thirty (30) days of the invoice date. Invoices may be directed to Sonia M. Trevino, General Counsel, Verimark Hospitality Group Inc., 2200 Bayshore Boulevard, Suite 1400, Tampa, Florida 33629, or to such other person, department, or address as VHG may designate in writing from time to time. The Firm is happy to accommodate electronic invoice submission if VHG utilizes an e-billing platform, and the Firm will work with VHG's accounts payable department to establish any necessary electronic billing protocols.
The Firm reserves the right to charge interest on any past-due balance at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less. Interest will accrue on the unpaid balance beginning on the thirty-first (31st) day following the invoice date and will continue to accrue until the balance is paid in full. VHG acknowledges that persistent failure to pay invoices in a timely manner may, in the Firm's sole discretion, constitute grounds for withdrawal from the engagement in accordance with the applicable Rules of Professional Conduct, subject to the provisions of Section 9 below.
5. Conflict of Interest Clearance
The Firm has conducted a thorough conflicts check in accordance with the Florida Rules of Professional Conduct, including Rules 4-1.7 (Conflict of Interest: Current Clients) and 4-1.9 (Duties to Former Clients), as well as the Firm's internal conflict clearance procedures.
Based on that review, the Firm confirms that it does not currently represent Coral Verimark Resorts LLC, Rafael J. Medina (identified as a principal of CVR), Gabriela N. Serrano (identified as a principal of CVR), or any other party known to be adverse to VHG in this matter. The Firm further confirms that it does not currently represent any party in any other matter that is directly adverse to VHG or that would create a significant risk that the Firm's representation of VHG in this engagement would be materially limited by the Firm's responsibilities to another client, a former client, or a third person.
If, during the course of the engagement, a potential conflict of interest arises — whether by reason of a new client engagement undertaken by the Firm, a change in the parties or issues in this matter, or otherwise — the Firm will promptly notify VHG of the potential conflict and will take all steps required by the applicable Rules of Professional Conduct, including, where appropriate, seeking VHG's informed written consent to continued representation or, if consent cannot be obtained or would not cure the conflict, withdrawing from the conflicting representation. The Firm's obligation to identify and address potential conflicts is a continuing obligation throughout the engagement.
6. Client Responsibilities
The success of this engagement depends in significant part on VHG's cooperation and active participation. To that end, VHG agrees to cooperate fully with the Firm throughout the engagement, including by providing the Firm with timely access to all documents, information, data, and personnel reasonably necessary for the Firm to provide effective representation. VHG acknowledges that delays in providing requested materials or access to key witnesses may adversely affect the progress and outcome of the litigation.
VHG will designate the following individuals as the primary points of contact for purposes of this engagement:
•  Leonard Yee, Vice President of Brand Protection — Mr. Yee will serve as the primary internal contact for day-to-day factual matters, including the collection and production of documents, the identification of witnesses, the coordination of investigative activities, and the provision of background information regarding VHG's trademark portfolio, brand standards, and enforcement history.
•  Sonia M. Trevino, General Counsel — Ms. Trevino will serve as the primary contact for all legal and strategic decisions, including the approval of significant filings, litigation strategy, settlement authority, and budgetary matters. All formal communications regarding the engagement will be directed to Ms. Trevino unless she designates an alternative contact in writing.
VHG will promptly implement and maintain a comprehensive litigation hold on all documents, communications, and electronically stored information ("ESI") in VHG's possession, custody, or control that are potentially relevant to the claims and defenses in the action against CVR or the TTAB opposition proceeding. The Firm will provide VHG with a draft litigation hold notice for distribution to relevant custodians within VHG, and VHG will ensure that the hold is communicated to all appropriate personnel, including employees, officers, and agents who may possess relevant materials. VHG acknowledges that the failure to preserve relevant evidence may result in sanctions, adverse inference instructions, or other negative consequences in the litigation.
VHG will review and approve all significant filings, including the Complaint, the preliminary injunction motion, dispositive motions, and any settlement proposals, before they are filed with the Court or communicated to opposing counsel. The Firm will provide VHG with drafts of all significant filings in sufficient time to allow for meaningful review and comment. Routine filings, such as procedural motions, scheduling stipulations, and discovery correspondence, may be handled by the Firm without prior approval, although the Firm will keep VHG informed of all such filings.
7. Confidentiality and Privilege
All communications between the Firm and VHG in connection with this engagement, whether oral or written, are intended to be protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will treat all such communications as privileged and confidential, and will not disclose the substance of any privileged communication to any third party without VHG's prior informed consent, except as may be required by law, court order, or applicable rules of professional conduct.
The Firm will maintain the confidentiality of all information received from VHG in connection with the engagement, including business information, financial data, trade secrets, proprietary information, internal communications, and strategic plans. This obligation of confidentiality extends to all members of the Firm's engagement team, including attorneys, paralegals, support staff, and any outside vendors or consultants retained by the Firm in connection with the engagement, all of whom are bound by the Firm's confidentiality policies and, where applicable, by separate nondisclosure agreements.
VHG should take care to preserve the privileged nature of communications with the Firm by limiting the distribution of privileged communications within the Company to those individuals who have a need to know the substance of such communications in connection with the litigation. Forwarding privileged communications to individuals outside the Company or to employees who are not involved in the litigation may, under certain circumstances, result in a waiver of the attorney-client privilege. The Firm is available to provide guidance on privilege preservation practices at any time.
8. Document Retention
During the pendency of the engagement, the Firm will maintain all client files, including pleadings, correspondence, memoranda, research materials, discovery materials, and work product, in accordance with the Firm's standard document retention policies. Client files will be stored securely, whether in physical or electronic form, and access will be limited to authorized members of the engagement team.
Upon conclusion of the engagement, whether by resolution of the litigation, termination of the engagement, or otherwise, the Firm will, at VHG's election: (a) return all original documents and client-furnished materials to VHG, along with copies of the Firm's work product to the extent requested by VHG; or (b) retain client files in the Firm's secure storage facilities for a period of seven (7) years following the conclusion of the engagement. If VHG elects option (b), or if VHG does not respond to the Firm's inquiry within sixty (60) days of the conclusion of the engagement, the Firm may, upon the expiration of the seven-year retention period, destroy the files upon thirty (30) days' prior written notice to VHG at its last known address. VHG acknowledges that the Firm's obligation to retain files does not extend beyond the seven-year period described herein unless otherwise agreed in writing.
9. Termination
Either party may terminate this engagement at any time upon written notice to the other party. The right of termination is subject to the following conditions:
In the event of termination by VHG, VHG will remain responsible for the payment of all fees and costs incurred by the Firm through the effective date of termination, including fees for services rendered in connection with the transition to successor counsel. The Firm will cooperate in the orderly transfer of the matter to VHG's new counsel, including by providing copies of all relevant files, pleadings, and work product, and by executing any necessary substitution of counsel documents.
In the event of termination by the Firm, the Firm will take all reasonable steps to protect VHG's interests and to avoid prejudice to VHG, including by providing VHG with reasonable advance notice of the Firm's intent to withdraw, seeking leave of the Court to withdraw from the representation if the Firm is counsel of record, and cooperating fully in the transition of the matter to successor counsel. The Firm acknowledges that any withdrawal from the representation is subject to the approval of the Court and must comply with the applicable Rules of Professional Conduct.
The following provisions of this engagement letter will survive termination of the engagement: Section 3 (to the extent of unpaid fees and costs), Section 4 (to the extent of unpaid invoices), Section 7 (Confidentiality and Privilege), Section 8 (Document Retention), and Section 10 (Governing Law and Dispute Resolution).
10. Governing Law and Dispute Resolution
This engagement letter shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to its conflict of laws principles. The rights and obligations of the parties under this letter are subject at all times to the Florida Rules of Professional Conduct and any other applicable rules of professional conduct.
Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of VHG, including but not limited to disputes regarding fees, billing, the scope of the engagement, or the quality of the Firm's services, shall be resolved through binding arbitration administered in Miami, Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with those rules. The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, nothing in this Section shall be construed to limit or impair the rights of either party under the applicable Rules of Professional Conduct, including VHG's right to submit fee disputes to any mandatory fee arbitration program established by The Florida Bar.
11. Miscellaneous
This engagement letter constitutes the entire agreement between the Firm and VHG with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, discussions, negotiations, representations, warranties, and understandings, whether oral or written, relating to the Firm's representation of VHG in connection with this engagement.
This letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each party. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party against whom the waiver is to be enforced.
This letter may be executed in counterparts, including by electronic signature or facsimile, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
We are genuinely appreciative of the confidence that VHG has placed in Calderwood & Harkness LLP by entrusting us with this engagement, and we are enthusiastic about pursuing the vigorous protection of VHG's valuable VERIMARK trademark portfolio. We believe that VHG's claims against CVR are strong, and we are committed to devoting the resources and expertise necessary to achieve a successful outcome for the Company.
To confirm VHG's agreement to the terms set forth in this letter, we kindly request that Ms. Trevino execute the enclosed duplicate original of this letter in the space provided below and return it to Marcus Delgado at the Firm's Miami office at the address set forth above. An additional copy is enclosed for your records.
We look forward to working with you. Please do not hesitate to contact me directly if you have any questions regarding the terms of this letter or the engagement generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Delgado, Partner 400 Brickell Avenue, Suite 3200 Miami, Florida 33131 Direct Dial: (305) 814-7024
Email: mdelgado@calderwoodharkness.com
ACKNOWLEDGMENT AND ACCEPTANCE
By signing below, the undersigned, on behalf of Verimark Hospitality Group Inc., acknowledges that she has read this engagement letter in its entirety, understands its terms, and agrees to be bound by them on behalf of the Company.
ACKNOWLEDGED AND AGREED:
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Sonia M. Trevino, Esq.
Title: General Counsel
Date: ________
2200 Bayshore Boulevard, Suite 1400 Tampa, Florida 33629
Enclosure: Duplicate original for countersignature
cc: Donald R. Hargrove, Chief Executive Officer, Verimark Hospitality Group Inc. Leonard Yee, Vice President of Brand Protection, Verimark Hospitality Group Inc. Catherine Bloom, Partner, Calderwood & Harkness LLP
Professional | Title | Rate
Marcus Delgado | Partner | $895/hour
Catherine Bloom | Partner | $875/hour
Peter Vassiliev | Senior Associate | $625/hour
Wendy Schultz | Associate | $495/hour
Paralegals and Litigation Support Staff | Various | $225 – $325/hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

VERIMARK HOSPITALITY GROUP INC.

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