expert-retention-letter-drummond.docx

1021-00004 · Verimark Hospitality Group · Experts

expert-retention-letter-drummond.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law 400 Brickell Avenue, Suite 3200 Miami, FL 33131 Telephone: (305) 884-7200 Facsimile: (305) 884-7201 www.calderwoodharkness.com

July 22, 2025

Mr. Graham T. Whitford, CPA, CFF Drummond Appraisal Group Inc. 50 Milk Street, Suite 1600 Boston, MA 02109

Re: Retention as Testifying Expert — Damages and Economic Analysis Matter: Verimark Hospitality Group Inc. v. Coral Verimark Resorts LLC Case No.: 1:25-cv-22847-AMC, United States District Court for the Southern District of Florida Calderwood & Harkness Matter No.: 1021-00004

Dear Mr. Whitford:

This letter sets forth the terms and conditions pursuant to which Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") proposes to engage you and Drummond Appraisal Group Inc. ("Drummond") as a testifying expert witness in the above-captioned matter. We appreciate your willingness to consider this engagement and your availability to discuss it on our telephone call of July 17, 2025. The purpose of this letter is to memorialize the scope, expectations, compensation, and other terms of the proposed retention. Upon your review and countersignature, this letter shall constitute the binding agreement between Drummond and Calderwood & Harkness with respect to this engagement.

1. Engagement and Purpose

Calderwood & Harkness LLP represents Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol VMHG, with its principal executive offices located at 2200 Bayshore Boulevard, Suite 1400, Tampa, FL 33629. VHG is a leading hospitality and real estate company with annual revenue of approximately $1.87 billion for the fiscal year ending December 31, 2024. VHG currently operates seventy-four (74) branded resort and hotel properties across eighteen (18) states and select markets in the Caribbean, positioning it as one of the foremost hospitality brands in the southeastern United States and beyond.

VHG has filed a federal trademark infringement action against Coral Verimark Resorts LLC ("CVR"), a Florida limited liability company formed on January 8, 2024, under the laws of the State of Florida. CVR maintains its principal office at 6810 Ocean Drive, Unit 3, Fort Lauderdale, FL 33308. CVR is a boutique luxury coastal resort operator founded by Rafael J. Medina, who serves as Managing Member, and Gabriela N. Serrano, who serves as Co-Member and Operations Director.

The Verified Complaint in this action was filed on July 22, 2025, and asserts five (5) counts against CVR:

(1) Federal trademark infringement under Section 32(1) of the Lanham Act, 15 U.S.C. § 1114(1);

(2) Unfair competition and false designation of origin under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a);

(3) Federal trademark dilution under Section 43(c) of the Lanham Act, 15 U.S.C. § 1125(c);

(4) Florida common law trademark infringement; and

(5) Violation of the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.204.

The case has been assigned to the Honorable Adrienne M. Castellano, United States District Judge, Southern District of Florida. In its prayer for relief, VHG seeks actual damages or, in the alternative, an accounting and disgorgement of CVR's profits, enhanced damages (up to treble) under 15 U.S.C. § 1117(a), attorneys' fees pursuant to the "exceptional case" provision of 15 U.S.C. § 1117(a), permanent injunctive relief, and such other and further relief as the Court deems just and proper.

Concurrently with the filing of the Complaint, VHG filed a Motion for Preliminary Injunction seeking to enjoin CVR from further use of the "Verimark" name and associated marks during the pendency of the litigation. The preliminary injunction hearing is currently scheduled for September 10, 2025.

The purpose of this engagement is to retain you, Graham T. Whitford, CPA, CFF, and Drummond Appraisal Group Inc., as a testifying expert witness on damages and economic analysis in connection with VHG's claims in this action. We anticipate that your work will encompass the full range of economic and financial analyses required to quantify the monetary harm sustained by VHG as a result of CVR's alleged infringing conduct, as well as any disgorgement, royalty, or enhancement analyses that may be appropriate under the applicable law. The following sections of this letter describe in greater detail the factual background, the scope of your engagement, and the terms under which we propose to retain your services.

2. Background Facts Relevant to Damages Analysis

The following summary is intended to provide you with the factual context necessary to commence your analysis. Additional documents and information will be furnished as they become available, including materials obtained through the discovery process.

2.1 VHG's Trademark Portfolio and Market Position

VHG holds three (3) federal trademark registrations issued by the United States Patent and Trademark Office that incorporate the "VERIMARK" mark for hospitality services (International Class 043):

(a) U.S. Registration No. 3,742,618 — "VERIMARK" (standard character word mark), registered on March 17, 2009, with a claimed first use in commerce of September 3, 2007. This registration covers hotel and resort services, including temporary lodging accommodations, restaurant services, and event hosting services.

(b) U.S. Registration No. 4,105,233 — "VERIMARK HOSPITALITY" (standard character word mark), registered on January 10, 2012. This registration covers substantially similar hospitality services and additionally covers resort management and hotel booking services.

(c) U.S. Registration No. 5,489,701 — VERIMARK "V" Design Mark (stylized), registered on May 22, 2018. This registration covers the stylized "V" design element used prominently in VHG's branding, signage, digital media, and marketing materials across all property locations.

VHG has used the VERIMARK marks continuously and without interruption for over seventeen (17) years in connection with the advertising, marketing, and provision of hospitality and resort services throughout the United States and internationally. Through extensive and sustained use, VHG's VERIMARK marks have acquired significant consumer recognition, goodwill, and secondary meaning in the relevant market.

VHG's total marketing and advertising expenditures for fiscal year 2024 were approximately $142 million, representing approximately 7.6% of gross revenue. These expenditures have been directed toward television, digital, print, and experiential advertising campaigns, all of which feature the VERIMARK marks prominently. The scale and duration of VHG's advertising investment are relevant to the strength of the marks and to the potential costs of corrective advertising necessitated by CVR's infringing conduct.

Of particular relevance to this action, VHG operates properties in the southeastern United States that are in direct geographic competition with CVR's properties. These include, among others:

• Verimark Oceanview, located at 1740 N. Fort Lauderdale Beach Boulevard, Fort Lauderdale, FL 33305, a 312-room beachfront resort and spa that has operated under the Verimark brand since 2011; and

• Verimark Bayshore Resort, located at 3400 W. Bayshore Court, Tampa, FL 33611, a 248-room luxury resort operating under the Verimark brand since 2009.

Both of these properties are situated in VHG's core southeastern U.S. market and serve substantially overlapping consumer demographics with CVR's properties, as described below.

2.2 CVR's Infringing Activities and Estimated Financials

Based on information currently available, CVR began using the marks "VERIMARK RESORTS" and the "VR Verimark" stylized logo in commerce on or about March 1, 2024, without the authorization, consent, or license of VHG. CVR currently operates two resort properties:

(a) "Verimark Resorts Fort Lauderdale" — This property opened on or about March 15, 2024, and is located approximately four (4) miles from VHG's Verimark Oceanview resort in Fort Lauderdale. The extreme geographic proximity of these two properties, both bearing the "Verimark" name and both offering luxury resort accommodations, creates a high likelihood of consumer confusion and diverted bookings.

(b) "Verimark Resorts Harborline Enterprises Head" — This property, located at 44 Lighthouse Road, Harborline Enterprises Head Island, SC 29928, opened on or about June 1, 2024. VHG does not currently operate a branded property on Harborline Enterprises Head Island; however, VHG's Savannah, Georgia property (approximately 30 miles away) competes in the same regional leisure travel market.

In addition, CVR has a third property currently under development at 1025 Emerald Coast Parkway, Destin, FL 32541. This planned expansion into the Florida panhandle market further threatens VHG's market position and suggests that the scope of infringement will continue to grow absent injunctive relief.

CVR operates the website www.verimarkresortsgroup.com, the domain for which was registered on January 12, 2024, through NetLedger Domains Inc. CVR also maintains an active presence on social media, including the Northpoint Services Inc. handle @verimarkresortsofficial, created on January 20, 2024. Both digital channels prominently feature the "Verimark Resorts" and "VR Verimark" marks in a manner that is confusingly similar to VHG's registered marks.

On April 15, 2024, CVR filed U.S. Trademark Application Serial No. 98/432,117 with the USPTO for the "VERIMARK RESORTS" mark. VHG filed a Notice of Opposition on December 3, 2024 (TTAB Opposition No. 91/287,456), and the trademark application is currently suspended pending resolution of the opposition proceeding.

Based on publicly available information, industry analysis, and preliminary investigation, CVR's estimated gross revenue is as follows:

• Calendar Year 2024: Approximately $4.3 million (partial year, reflecting approximately 9.5 months of operations from the March 2024 opening of the Fort Lauderdale property and approximately 7 months of operations from the June 2024 opening of the Harborline Enterprises Head property).

• Calendar Year 2025 (projected): Approximately $6.8 million (annualized), reflecting a full year of operations at both existing properties and accounting for anticipated revenue growth.

• Combined total (CY 2024 through projected CY 2025): Approximately $11.1 million.

Based on industry benchmarks for boutique luxury resort operators in comparable southeastern U.S. coastal markets, CVR's estimated net profit margin is approximately 18%. These figures are preliminary and subject to refinement upon receipt and analysis of CVR's actual financial records through discovery.

2.3 Evidence of Consumer Confusion and Diversion

VHG has compiled substantial evidence of actual consumer confusion arising from CVR's use of confusingly similar marks. Broadleaf Investigations Inc., a licensed private investigation firm, under the supervision of Lead Investigator Jorge A. Quintana, has documented twenty-three (23) discrete instances of actual consumer confusion occurring between March 2024 and June 2025. These instances include, but are not limited to:

• Misdirected reservation inquiries received by VHG's call center and online booking platforms from consumers intending to book accommodations at CVR's properties;

• Social media misattributions in which consumers tagged VHG's official accounts or posted on VHG's branded pages when intending to reference CVR properties; and

• Guest reviews posted on VHG's property pages on third-party travel platforms (including Kestrel Group and Bramwell Holdings) that clearly describe experiences at CVR properties, thereby compounding the confusion in the marketplace and potentially harming VHG's brand reputation.

In addition to the documented instances of actual confusion, VHG's internal revenue management and reservation-tracking team has conducted a preliminary analysis estimating that approximately $2.1 million in bookings were diverted from VHG properties to CVR's properties during calendar year 2024. This diversion is primarily attributable to the geographic proximity of CVR's Fort Lauderdale property to VHG's Fort Lauderdale and Tampa properties and to the confusing similarity of the marks employed by CVR in its online marketing and booking channels. This internal estimate will serve as a starting point for your independent analysis.

3. Scope of Expert Engagement

3.1 Damages Theories to Be Analyzed

In connection with this engagement, you are expected to analyze, quantify, and provide testimony regarding the full range of monetary relief available to VHG under Section 35(a) of the Lanham Act, 15 U.S.C. § 1117(a). Specifically, we ask that you evaluate and opine on the following damages theories, as described in Sections 3.2 through 3.6 below. Your analysis should be thorough, methodologically sound, and consistent with generally accepted principles of economics, accounting, and financial analysis. Your conclusions should be supported by the data, documents, and information made available to you, and should be presented in a manner that is accessible to the trier of fact.

3.2 VHG's Lost Profits

You are asked to analyze and quantify VHG's lost profits attributable to CVR's infringing use of the VERIMARK marks. As noted above, VHG's internal reservation-tracking analysis has yielded a preliminary estimate of approximately $2.1 million in diverted bookings during calendar year 2024. We emphasize that this figure is a preliminary internal estimate, and we are retaining you specifically to independently verify, refine, and, as appropriate, expand upon this figure using rigorous economic methodology.

In conducting your lost-profits analysis, we anticipate that you will consider, among other things:

(a) VHG's historical and current booking data, occupancy rates, average daily rates ("ADR"), and revenue per available room ("RevPAR") for VHG properties in geographic markets where CVR operates or markets its services, particularly the Fort Lauderdale, Tampa, and Harborline Enterprises Head markets;

(b) A geographic overlap analysis assessing the degree to which CVR's properties and marketing reach overlap with VHG's established customer base and booking channels;

(c) A "but-for" analysis comparing VHG's actual performance during the infringement period to a reasonable projection of VHG's performance absent CVR's infringing conduct, controlling for macroeconomic trends, seasonal variations, and other exogenous factors;

(d) The documented instances of actual consumer confusion and misdirected bookings as evidence of a causal nexus between CVR's infringing conduct and VHG's lost revenue; and

(e) An assessment of ongoing and projected lost profits through the estimated conclusion of this litigation, including consideration of CVR's planned expansion to Destin, Florida.

3.3 Defendant's Profits (Disgorgement)

As an alternative or supplemental measure of damages, you are asked to calculate CVR's profits derived from its infringing use of the VERIMARK marks, which may be recoverable by VHG pursuant to 15 U.S.C. § 1117(a). Under the Lanham Act's disgorgement framework, plaintiff bears the burden only of proving defendant's sales; the defendant then bears the burden of proving any costs or deductions that should be subtracted to arrive at net profits.

Based on currently available estimates, CVR's combined gross revenue for calendar years 2024 and 2025 is approximately $11.1 million ($4.3 million for CY 2024 plus $6.8 million projected for CY 2025). Applying the estimated profit margin of 18% for boutique luxury resort operators in comparable markets, estimated defendant's profits are approximately $2.0 million ($11.1 million × 18% = $1,998,000, rounded to $2.0 million).

Once CVR's actual financial records are obtained through formal discovery — including income statements, balance sheets, general ledger entries, and supporting documentation for cost-of-revenue items — you should analyze those records in detail, apply appropriate cost deductions in accordance with applicable law, and determine the net profits attributable to CVR's use of the infringing marks. Your analysis should address whether any portion of CVR's revenues or profits is attributable to factors other than the use of the infringing marks, and, if so, how such apportionment should be conducted.

3.4 Reasonable Royalty Analysis

As a further alternative measure of damages, you are asked to calculate a reasonable royalty that CVR would hypothetically have paid to VHG for a license to use VHG's VERIMARK marks, had the parties negotiated such a license at arm's length prior to the commencement of CVR's infringing activities.

As a preliminary reference point, a royalty rate of 5% applied to CVR's combined gross revenue of $11.1 million yields a reasonable royalty of approximately $555,000. This figure is offered solely as an initial benchmark, and we expect your analysis to be informed by a more rigorous and comprehensive hypothetical negotiation framework.

In constructing the hypothetical negotiation, you should consider, among other things:

(i) The strength, fame, and consumer recognition of VHG's VERIMARK marks, including the duration of use (over 17 years) and the scale of VHG's marketing investment ($142 million in FY 2024);

(ii) VHG's established licensing practices, if any, including any prior licenses granted for the use of the VERIMARK marks or comparable VHG intellectual property;

(iii) Industry norms and benchmarks for hospitality brand licensing, including royalty rates charged by comparable hospitality companies for the licensing of established resort and hotel brands;

(iv) The geographic scope and duration of CVR's use of the infringing marks, including the number of properties, the markets served, and the length of the infringement period; and

(v) CVR's anticipated profitability from the use of the infringing marks, including CVR's projected revenue growth and expansion plans.

3.5 Enhanced / Treble Damages

Under 15 U.S.C. § 1117(a), the Court has discretion to award enhanced damages up to three times the amount found as actual damages or defendant's profits, subject to equitable principles of recovery. Enhanced damages may be particularly appropriate where the evidence demonstrates that the defendant's infringement was willful.

You are asked to analyze whether the factual and economic circumstances of this case support a recommendation for enhanced damages, and, if so, to quantify the range of enhanced damages that may be appropriate. Using the estimated defendant's profits of $2.0 million as a baseline, treble damages would yield a ceiling of $6.0 million ($2.0 million × 3). Your analysis should address the economic rationale for any enhancement, including the deterrent function of enhanced damages, the degree of willfulness suggested by the evidence, and the adequacy of compensatory damages standing alone.

3.6 Corrective Advertising and Reputational Harm

To the extent the data and evidence support such analysis, you are further asked to assess the costs that VHG may incur for corrective advertising campaigns necessary to counteract the consumer confusion caused by CVR's infringing conduct. Corrective advertising costs represent a recognized measure of damages in trademark infringement cases and may be awarded in addition to or in lieu of other damages theories.

In evaluating this component, you should contextualize the estimated corrective advertising expenditure against VHG's annual marketing spend of approximately $142 million. The analysis should consider the geographic markets in which corrective measures would be necessary, the media channels implicated, the duration of any corrective campaign, and the expected cost of restoring VHG's brand clarity and consumer associations in the affected markets.

4. Expected Deliverables

We anticipate the following deliverables in connection with this engagement:

(a) Preliminary Damages Memorandum. A preliminary, summary-level memorandum analyzing potential monetary harm to VHG, for use in connection with the preliminary injunction hearing currently scheduled for September 10, 2025. This memorandum should be of sufficient depth and rigor to support VHG's showing that it faces ongoing and quantifiable monetary harm in the absence of injunctive relief, while acknowledging that a full damages analysis is forthcoming. We will coordinate with you regarding the specific format, length, and deadline for this deliverable.

(b) Comprehensive Expert Report. A comprehensive written expert report prepared in full compliance with Rule 26(a)(2)(B) of the Federal Rules of Civil Procedure, which shall include: (i) a complete statement of all opinions to be expressed and the bases and reasons therefor; (ii) the data, facts, and other information considered by you in forming your opinions; (iii) any exhibits to be used as a summary of or support for your opinions; (iv) your qualifications, including a list of all publications authored in the preceding ten (10) years; (v) a list of all other cases in which you have testified as an expert at trial or by deposition during the preceding four (4) years; and (vi) a statement of the compensation to be paid for your study and testimony in this case. The deadline for submission of the expert report will be established by the Court's scheduling order; we currently anticipate that this deadline will fall within approximately six (6) to eight (8) months following the scheduling conference.

(c) Deposition Testimony. Testimony at your expert deposition, to be scheduled after disclosure of the expert report, in accordance with the Court's scheduling order and the Federal Rules of Civil Procedure.

(d) Trial Testimony. Testimony at trial, including both direct examination and cross-examination, at such time as the case is set for trial. A trial date has not yet been scheduled.

(e) Rebuttal Report. If CVR retains its own damages expert, you may be asked to prepare a written rebuttal report responding to the opinions and analyses set forth in the defense expert's report, in accordance with Rule 26(a)(2)(B) and the Court's scheduling order.

5. Access to Materials and discovery Coordination

Calderwood & Harkness will provide you with relevant documents and information as they become available during the course of the litigation. We anticipate providing the following categories of materials, among others:

(a) VHG's financial records, including property-level revenue data, booking data, occupancy rates, average daily rates ("ADR"), and revenue per available room ("RevPAR") for all relevant VHG properties, with particular emphasis on the Fort Lauderdale, Tampa, and regional southeastern U.S. properties;

(b) VHG's internal reservation-tracking analysis documenting the estimated $2.1 million in diverted bookings during calendar year 2024, including supporting data and methodology;

(c) CVR's financial records, including income statements, balance sheets, general ledger detail, bank statements, tax returns, booking records, and any other financial documentation relevant to CVR's revenues, costs, and profits, to be obtained through formal discovery, including interrogatories, document requests, and, if necessary, subpoenas to third parties;

(d) The twenty-three (23) documented instances of actual consumer confusion compiled by Broadleaf Investigations Inc. (Jorge A. Quintana, Lead Investigator), including supporting evidence such as call recordings, email correspondence, social media screenshots, and guest review documentation;

(e) The consumer confusion survey to be prepared by Dr. Irene Calder, Ph.D., of Pinnacle Brand Analytics LLC, who has been retained separately as VHG's likelihood-of-confusion survey expert. We will provide Dr. Calder's survey methodology and results as they become available, and we may ask you to consider those results as part of your damages analysis to the extent they bear on the scope and magnitude of consumer confusion;

(f) Publicly available information regarding CVR's operations, pricing, occupancy, marketing activities, and online presence, including information from CVR's website, social media accounts, third-party travel platforms, and public filings;

(g) Industry benchmarks, comparable transaction data, and market research reports relevant to the hospitality and resort industries, including data on occupancy rates, ADR, RevPAR, profit margins, and brand licensing royalty rates for comparable properties and markets; and

(h) Such additional documents and information as may be identified during the course of your analysis or requested by you.

Counsel will coordinate with you on an ongoing basis regarding any additional discovery that may be necessary to support your damages analysis. If at any time you determine that additional data, documents, or information are needed, please communicate those needs promptly to Peter Vassiliev so that appropriate discovery requests or subpoenas can be issued.

6. Compensation

Compensation for this engagement shall be as follows:

(a) Hourly Rate. Mr. Whitford's professional hourly rate is $575.00 per hour for all professional services rendered in connection with this engagement, including, without limitation, analysis, research, report preparation, consultation calls, deposition testimony, trial testimony, and travel time.

(b) Invoicing. Drummond Appraisal Group Inc. shall submit invoices to Calderwood & Harkness LLP on a monthly basis. Each invoice shall reference Calderwood & Harkness Matter No. 1021-00004 and shall include detailed time entries describing the services performed, the date on which each service was performed, and the time expended on each task.

(c) Payment Terms. Payment shall be due within thirty (30) days of Calderwood & Harkness's receipt of each invoice (net 30).

(d) Out-of-Pocket Expenses. Reasonable out-of-pocket expenses incurred in connection with this engagement, including travel, lodging, copying, printing, data services, and research materials, shall be reimbursed at actual cost upon submission of receipts or other reasonable documentation. Air travel shall be at coach or business class, and lodging shall be at reasonable business rates.

(e) Non-Contingent Compensation. It is expressly understood and agreed that the compensation payable under this engagement is not contingent upon the outcome of the litigation, the nature or substance of any opinions rendered, or the resolution of any claim or counterclaim in this matter. Your compensation is based solely on the time expended and expenses incurred in the performance of professional services.

7. Confidentiality Obligations

All information, documents, data, communications, and materials provided to you or to Drummond Appraisal Group Inc. in connection with this engagement are confidential and proprietary to VHG and/or are subject to attorney-client privilege, the attorney work product doctrine, or court-entered protective orders. You and Drummond Appraisal Group Inc. shall treat all such materials as strictly confidential and shall not disclose any such information to any third party without the prior written consent of Calderwood & Harkness LLP, except as may be required by applicable law, court order, or in connection with testimony in this matter.

All materials provided to you or generated by you in connection with this engagement shall be stored securely, whether in physical or electronic format, and shall be subject to reasonable safeguards against unauthorized access, disclosure, loss, or destruction. Upon the conclusion of this engagement, all materials shall be returned to Calderwood & Harkness LLP or securely destroyed, at Calderwood & Harkness's direction, subject to any applicable document retention obligations, court orders, or professional standards.

You further agree to comply with any protective order or confidentiality order entered by the Court in Case No. 1:25-cv-22847-AMC, including but not limited to any provisions restricting the use, disclosure, or dissemination of materials designated as "Confidential" or "Attorneys' Eyes Only" under such order. Calderwood & Harkness will provide you with a copy of any such order promptly upon its entry.

8. Document Retention

You shall retain all documents, data, communications, notes, drafts, working papers, spreadsheets, models, and other materials considered or generated in connection with this engagement, in whatever form, in accordance with the requirements of Rule 26(a)(2)(B) of the Federal Rules of Civil Procedure and any applicable orders of the Court. This obligation includes, without limitation, all drafts of expert reports, all communications with counsel, all source data and work papers underlying your analysis, and all documents considered in forming your opinions, regardless of whether such materials are ultimately relied upon in your final report.

No documents, data, or materials relating to this engagement shall be destroyed, deleted, discarded, or otherwise disposed of without the prior written authorization of Calderwood & Harkness LLP. This obligation shall continue until you receive written notification from Calderwood & Harkness that all litigation holds and retention obligations have been released.

9. Independence and Conflicts

By executing this letter, you confirm that you have no prior professional, personal, or financial relationship with, and no financial interest in, either Verimark Hospitality Group Inc. or Coral Verimark Resorts LLC, or any of their respective officers, directors, shareholders, members, employees, affiliates, or counsel of record. You further confirm that you have conducted a reasonable conflict check within Drummond Appraisal Group Inc. and have identified no actual or potential conflict of interest that would impair your ability to serve as an independent and objective expert in this matter.

You acknowledge and understand that your role in this engagement is to provide objective, independent expert analysis and testimony based on the data and information available to you and on your professional judgment, training, and experience. Your opinions and conclusions must be your own, honestly held, and based on a reliable factual foundation and sound methodology. You are not an advocate for either party, and your duty is to assist the trier of fact.

If at any time during the course of this engagement you become aware of any actual or potential conflict of interest, any circumstance that might reasonably call into question your independence or objectivity, or any relationship or interest that was not previously disclosed, you shall immediately notify Peter Vassiliev of Calderwood & Harkness LLP.

10. Timeline and Key Dates

The following is a summary of the key dates and deadlines currently known or anticipated in connection with this matter. Additional dates will be communicated to you as they are established by the Court's scheduling order.

In light of the September 10, 2025 preliminary injunction hearing, we ask that you be available for consultation calls on an as-needed basis during the weeks of July 28 and August 4, 2025, and thereafter as the hearing date approaches. You should also plan for a minimum of one (1) in-person meeting at Calderwood & Harkness's Miami office (400 Brickell Avenue, Suite 3200) prior to the preliminary injunction hearing, the precise date and time of which we will coordinate with your office in the coming days.

11. Acceptance and Countersignature

If the terms and conditions set forth in this letter are acceptable to you, please indicate your acceptance by signing and dating this letter in the space provided below and returning an executed copy to the undersigned. A scanned, electronic copy transmitted by email to peter.vassiliev@calderwoodharkness.com shall be deemed an original for all purposes, with a hard copy original to follow by mail.

We look forward to working with you on this important matter. Thank you for your time and your willingness to assist Verimark Hospitality Group Inc. in the prosecution of its claims.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Peter Vassiliev Lead Associate Calderwood & Harkness LLP 400 Brickell Avenue, Suite 3200 Miami, FL 33131 Telephone: (305) 884-7244

Email: peter.vassiliev@calderwoodharkness.com

Date: July 22, 2025

ACCEPTED AND AGREED

The undersigned hereby accepts the engagement described in this letter and agrees to be bound by the terms and conditions set forth herein.

________________________________________

Graham T. Whitford, CPA, CFF Drummond Appraisal Group Inc. 50 Milk Street, Suite 1600 Boston, MA 02109

Date: ________

12. Closing and Contact Information

Please direct all inquiries, correspondence, and deliverables in connection with this engagement to the undersigned:

Peter Vassiliev Lead Associate Calderwood & Harkness LLP 400 Brickell Avenue, Suite 3200 Miami, FL 33131 Telephone: (305) 884-7244

Email: peter.vassiliev@calderwoodharkness.com

cc (via email):

Marcus Delgado, Partner (Responsible Partner), Calderwood & Harkness LLP Catherine Bloom, Partner (Billing Partner), Calderwood & Harkness LLP Wendy Schultz, Associate (Working Associate), Calderwood & Harkness LLP Sonia M. Trevino, General Counsel, Verimark Hospitality Group Inc. (for information)

Enclosures:

1. Copy of Verified Complaint, Verimark Hospitality Group Inc. v. Coral Verimark Resorts LLC, Case No. 1:25-cv-22847-AMC (U.S.D.C. S.D. Fla.)

2. Copies of VHG trademark registration certificates:

(a) U.S. Registration No. 3,742,618 — "VERIMARK" (b) U.S. Registration No. 4,105,233 — "VERIMARK HOSPITALITY" (c) U.S. Registration No. 5,489,701 — VERIMARK "V" Design Mark

3. Summary of 23 documented instances of actual consumer confusion (prepared by Broadleaf Investigations Inc., Jorge A. Quintana, Lead Investigator)

4. Preliminary lost-profits analysis from VHG's internal reservation-tracking data

Event	Date / Status
Complaint filed	July 22, 2025
Motion for Preliminary Injunction filed	July 22, 2025
Answer deadline for CVR	August 12, 2025
Preliminary injunction hearing	September 10, 2025
Preliminary damages memorandum due from expert	To be confirmed; must be in advance of September 10, 2025 hearing
Scheduling conference	To be set by the Court
Plaintiff's expert report deadline	To be determined per Court's scheduling order (estimated 6–8 months after scheduling conference)
Expert deposition	To be scheduled after expert report disclosure
Rebuttal expert report (if necessary)	To be determined per Court's scheduling order
Trial	Not yet scheduled

CALDERWOOD & HARKNESS LLP Attorneys at Law 400 Brickell Avenue, Suite 3200 Miami, FL 33131 Telephone: (305) 884-7200 Facsimile: (305) 884-7201 www.calderwoodharkness.com
July 22, 2025
Mr. Graham T. Whitford, CPA, CFF Drummond Appraisal Group Inc. 50 Milk Street, Suite 1600 Boston, MA 02109
Re: Retention as Testifying Expert — Damages and Economic Analysis Matter: Verimark Hospitality Group Inc. v. Coral Verimark Resorts LLC Case No.: 1:25-cv-22847-AMC, United States District Court for the Southern District of Florida Calderwood & Harkness Matter No.: 1021-00004
Dear Mr. Whitford:
This letter sets forth the terms and conditions pursuant to which Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") proposes to engage you and Drummond Appraisal Group Inc. ("Drummond") as a testifying expert witness in the above-captioned matter. We appreciate your willingness to consider this engagement and your availability to discuss it on our telephone call of July 17, 2025. The purpose of this letter is to memorialize the scope, expectations, compensation, and other terms of the proposed retention. Upon your review and countersignature, this letter shall constitute the binding agreement between Drummond and Calderwood & Harkness with respect to this engagement.
1. Engagement and Purpose
Calderwood & Harkness LLP represents Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol VMHG, with its principal executive offices located at 2200 Bayshore Boulevard, Suite 1400, Tampa, FL 33629. VHG is a leading hospitality and real estate company with annual revenue of approximately $1.87 billion for the fiscal year ending December 31, 2024. VHG currently operates seventy-four (74) branded resort and hotel properties across eighteen (18) states and select markets in the Caribbean, positioning it as one of the foremost hospitality brands in the southeastern United States and beyond.
VHG has filed a federal trademark infringement action against Coral Verimark Resorts LLC ("CVR"), a Florida limited liability company formed on January 8, 2024, under the laws of the State of Florida. CVR maintains its principal office at 6810 Ocean Drive, Unit 3, Fort Lauderdale, FL 33308. CVR is a boutique luxury coastal resort operator founded by Rafael J. Medina, who serves as Managing Member, and Gabriela N. Serrano, who serves as Co-Member and Operations Director.
The Verified Complaint in this action was filed on July 22, 2025, and asserts five (5) counts against CVR:
(1) Federal trademark infringement under Section 32(1) of the Lanham Act, 15 U.S.C. § 1114(1);
(2) Unfair competition and false designation of origin under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a);
(3) Federal trademark dilution under Section 43(c) of the Lanham Act, 15 U.S.C. § 1125(c);
(4) Florida common law trademark infringement; and
(5) Violation of the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.204.
The case has been assigned to the Honorable Adrienne M. Castellano, United States District Judge, Southern District of Florida. In its prayer for relief, VHG seeks actual damages or, in the alternative, an accounting and disgorgement of CVR's profits, enhanced damages (up to treble) under 15 U.S.C. § 1117(a), attorneys' fees pursuant to the "exceptional case" provision of 15 U.S.C. § 1117(a), permanent injunctive relief, and such other and further relief as the Court deems just and proper.
Concurrently with the filing of the Complaint, VHG filed a Motion for Preliminary Injunction seeking to enjoin CVR from further use of the "Verimark" name and associated marks during the pendency of the litigation. The preliminary injunction hearing is currently scheduled for September 10, 2025.
The purpose of this engagement is to retain you, Graham T. Whitford, CPA, CFF, and Drummond Appraisal Group Inc., as a testifying expert witness on damages and economic analysis in connection with VHG's claims in this action. We anticipate that your work will encompass the full range of economic and financial analyses required to quantify the monetary harm sustained by VHG as a result of CVR's alleged infringing conduct, as well as any disgorgement, royalty, or enhancement analyses that may be appropriate under the applicable law. The following sections of this letter describe in greater detail the factual background, the scope of your engagement, and the terms under which we propose to retain your services.
2. Background Facts Relevant to Damages Analysis
The following summary is intended to provide you with the factual context necessary to commence your analysis. Additional documents and information will be furnished as they become available, including materials obtained through the discovery process.
2.1 VHG's Trademark Portfolio and Market Position
VHG holds three (3) federal trademark registrations issued by the United States Patent and Trademark Office that incorporate the "VERIMARK" mark for hospitality services (International Class 043):
(a) U.S. Registration No. 3,742,618 — "VERIMARK" (standard character word mark), registered on March 17, 2009, with a claimed first use in commerce of September 3, 2007. This registration covers hotel and resort services, including temporary lodging accommodations, restaurant services, and event hosting services.
(b) U.S. Registration No. 4,105,233 — "VERIMARK HOSPITALITY" (standard character word mark), registered on January 10, 2012. This registration covers substantially similar hospitality services and additionally covers resort management and hotel booking services.
(c) U.S. Registration No. 5,489,701 — VERIMARK "V" Design Mark (stylized), registered on May 22, 2018. This registration covers the stylized "V" design element used prominently in VHG's branding, signage, digital media, and marketing materials across all property locations.
VHG has used the VERIMARK marks continuously and without interruption for over seventeen (17) years in connection with the advertising, marketing, and provision of hospitality and resort services throughout the United States and internationally. Through extensive and sustained use, VHG's VERIMARK marks have acquired significant consumer recognition, goodwill, and secondary meaning in the relevant market.
VHG's total marketing and advertising expenditures for fiscal year 2024 were approximately $142 million, representing approximately 7.6% of gross revenue. These expenditures have been directed toward television, digital, print, and experiential advertising campaigns, all of which feature the VERIMARK marks prominently. The scale and duration of VHG's advertising investment are relevant to the strength of the marks and to the potential costs of corrective advertising necessitated by CVR's infringing conduct.
Of particular relevance to this action, VHG operates properties in the southeastern United States that are in direct geographic competition with CVR's properties. These include, among others:
•  Verimark Oceanview, located at 1740 N. Fort Lauderdale Beach Boulevard, Fort Lauderdale, FL 33305, a 312-room beachfront resort and spa that has operated under the Verimark brand since 2011; and
•  Verimark Bayshore Resort, located at 3400 W. Bayshore Court, Tampa, FL 33611, a 248-room luxury resort operating under the Verimark brand since 2009.
Both of these properties are situated in VHG's core southeastern U.S. market and serve substantially overlapping consumer demographics with CVR's properties, as described below.
2.2 CVR's Infringing Activities and Estimated Financials
Based on information currently available, CVR began using the marks "VERIMARK RESORTS" and the "VR Verimark" stylized logo in commerce on or about March 1, 2024, without the authorization, consent, or license of VHG. CVR currently operates two resort properties:
(a) "Verimark Resorts Fort Lauderdale" — This property opened on or about March 15, 2024, and is located approximately four (4) miles from VHG's Verimark Oceanview resort in Fort Lauderdale. The extreme geographic proximity of these two properties, both bearing the "Verimark" name and both offering luxury resort accommodations, creates a high likelihood of consumer confusion and diverted bookings.
(b) "Verimark Resorts Harborline Enterprises Head" — This property, located at 44 Lighthouse Road, Harborline Enterprises Head Island, SC 29928, opened on or about June 1, 2024. VHG does not currently operate a branded property on Harborline Enterprises Head Island; however, VHG's Savannah, Georgia property (approximately 30 miles away) competes in the same regional leisure travel market.
In addition, CVR has a third property currently under development at 1025 Emerald Coast Parkway, Destin, FL 32541. This planned expansion into the Florida panhandle market further threatens VHG's market position and suggests that the scope of infringement will continue to grow absent injunctive relief.
CVR operates the website www.verimarkresortsgroup.com, the domain for which was registered on January 12, 2024, through NetLedger Domains Inc. CVR also maintains an active presence on social media, including the Northpoint Services Inc. handle @verimarkresortsofficial, created on January 20, 2024. Both digital channels prominently feature the "Verimark Resorts" and "VR Verimark" marks in a manner that is confusingly similar to VHG's registered marks.
On April 15, 2024, CVR filed U.S. Trademark Application Serial No. 98/432,117 with the USPTO for the "VERIMARK RESORTS" mark. VHG filed a Notice of Opposition on December 3, 2024 (TTAB Opposition No. 91/287,456), and the trademark application is currently suspended pending resolution of the opposition proceeding.
Based on publicly available information, industry analysis, and preliminary investigation, CVR's estimated gross revenue is as follows:
•  Calendar Year 2024: Approximately $4.3 million (partial year, reflecting approximately 9.5 months of operations from the March 2024 opening of the Fort Lauderdale property and approximately 7 months of operations from the June 2024 opening of the Harborline Enterprises Head property).
•  Calendar Year 2025 (projected): Approximately $6.8 million (annualized), reflecting a full year of operations at both existing properties and accounting for anticipated revenue growth.
•  Combined total (CY 2024 through projected CY 2025): Approximately $11.1 million.
Based on industry benchmarks for boutique luxury resort operators in comparable southeastern U.S. coastal markets, CVR's estimated net profit margin is approximately 18%. These figures are preliminary and subject to refinement upon receipt and analysis of CVR's actual financial records through discovery.
2.3 Evidence of Consumer Confusion and Diversion
VHG has compiled substantial evidence of actual consumer confusion arising from CVR's use of confusingly similar marks. Broadleaf Investigations Inc., a licensed private investigation firm, under the supervision of Lead Investigator Jorge A. Quintana, has documented twenty-three (23) discrete instances of actual consumer confusion occurring between March 2024 and June 2025. These instances include, but are not limited to:
•  Misdirected reservation inquiries received by VHG's call center and online booking platforms from consumers intending to book accommodations at CVR's properties;
•  Social media misattributions in which consumers tagged VHG's official accounts or posted on VHG's branded pages when intending to reference CVR properties; and
•  Guest reviews posted on VHG's property pages on third-party travel platforms (including Kestrel Group and Bramwell Holdings) that clearly describe experiences at CVR properties, thereby compounding the confusion in the marketplace and potentially harming VHG's brand reputation.
In addition to the documented instances of actual confusion, VHG's internal revenue management and reservation-tracking team has conducted a preliminary analysis estimating that approximately $2.1 million in bookings were diverted from VHG properties to CVR's properties during calendar year 2024. This diversion is primarily attributable to the geographic proximity of CVR's Fort Lauderdale property to VHG's Fort Lauderdale and Tampa properties and to the confusing similarity of the marks employed by CVR in its online marketing and booking channels. This internal estimate will serve as a starting point for your independent analysis.
3. Scope of Expert Engagement
3.1 Damages Theories to Be Analyzed
In connection with this engagement, you are expected to analyze, quantify, and provide testimony regarding the full range of monetary relief available to VHG under Section 35(a) of the Lanham Act, 15 U.S.C. § 1117(a). Specifically, we ask that you evaluate and opine on the following damages theories, as described in Sections 3.2 through 3.6 below. Your analysis should be thorough, methodologically sound, and consistent with generally accepted principles of economics, accounting, and financial analysis. Your conclusions should be supported by the data, documents, and information made available to you, and should be presented in a manner that is accessible to the trier of fact.
3.2 VHG's Lost Profits
You are asked to analyze and quantify VHG's lost profits attributable to CVR's infringing use of the VERIMARK marks. As noted above, VHG's internal reservation-tracking analysis has yielded a preliminary estimate of approximately $2.1 million in diverted bookings during calendar year 2024. We emphasize that this figure is a preliminary internal estimate, and we are retaining you specifically to independently verify, refine, and, as appropriate, expand upon this figure using rigorous economic methodology.
In conducting your lost-profits analysis, we anticipate that you will consider, among other things:
(a) VHG's historical and current booking data, occupancy rates, average daily rates ("ADR"), and revenue per available room ("RevPAR") for VHG properties in geographic markets where CVR operates or markets its services, particularly the Fort Lauderdale, Tampa, and Harborline Enterprises Head markets;
(b) A geographic overlap analysis assessing the degree to which CVR's properties and marketing reach overlap with VHG's established customer base and booking channels;
(c) A "but-for" analysis comparing VHG's actual performance during the infringement period to a reasonable projection of VHG's performance absent CVR's infringing conduct, controlling for macroeconomic trends, seasonal variations, and other exogenous factors;
(d) The documented instances of actual consumer confusion and misdirected bookings as evidence of a causal nexus between CVR's infringing conduct and VHG's lost revenue; and
(e) An assessment of ongoing and projected lost profits through the estimated conclusion of this litigation, including consideration of CVR's planned expansion to Destin, Florida.
3.3 Defendant's Profits (Disgorgement)
As an alternative or supplemental measure of damages, you are asked to calculate CVR's profits derived from its infringing use of the VERIMARK marks, which may be recoverable by VHG pursuant to 15 U.S.C. § 1117(a). Under the Lanham Act's disgorgement framework, plaintiff bears the burden only of proving defendant's sales; the defendant then bears the burden of proving any costs or deductions that should be subtracted to arrive at net profits.
Based on currently available estimates, CVR's combined gross revenue for calendar years 2024 and 2025 is approximately $11.1 million ($4.3 million for CY 2024 plus $6.8 million projected for CY 2025). Applying the estimated profit margin of 18% for boutique luxury resort operators in comparable markets, estimated defendant's profits are approximately $2.0 million ($11.1 million × 18% = $1,998,000, rounded to $2.0 million).
Once CVR's actual financial records are obtained through formal discovery — including income statements, balance sheets, general ledger entries, and supporting documentation for cost-of-revenue items — you should analyze those records in detail, apply appropriate cost deductions in accordance with applicable law, and determine the net profits attributable to CVR's use of the infringing marks. Your analysis should address whether any portion of CVR's revenues or profits is attributable to factors other than the use of the infringing marks, and, if so, how such apportionment should be conducted.
3.4 Reasonable Royalty Analysis
As a further alternative measure of damages, you are asked to calculate a reasonable royalty that CVR would hypothetically have paid to VHG for a license to use VHG's VERIMARK marks, had the parties negotiated such a license at arm's length prior to the commencement of CVR's infringing activities.
As a preliminary reference point, a royalty rate of 5% applied to CVR's combined gross revenue of $11.1 million yields a reasonable royalty of approximately $555,000. This figure is offered solely as an initial benchmark, and we expect your analysis to be informed by a more rigorous and comprehensive hypothetical negotiation framework.
In constructing the hypothetical negotiation, you should consider, among other things:
(i) The strength, fame, and consumer recognition of VHG's VERIMARK marks, including the duration of use (over 17 years) and the scale of VHG's marketing investment ($142 million in FY 2024);
(ii) VHG's established licensing practices, if any, including any prior licenses granted for the use of the VERIMARK marks or comparable VHG intellectual property;
(iii) Industry norms and benchmarks for hospitality brand licensing, including royalty rates charged by comparable hospitality companies for the licensing of established resort and hotel brands;
(iv) The geographic scope and duration of CVR's use of the infringing marks, including the number of properties, the markets served, and the length of the infringement period; and
(v) CVR's anticipated profitability from the use of the infringing marks, including CVR's projected revenue growth and expansion plans.
3.5 Enhanced / Treble Damages
Under 15 U.S.C. § 1117(a), the Court has discretion to award enhanced damages up to three times the amount found as actual damages or defendant's profits, subject to equitable principles of recovery. Enhanced damages may be particularly appropriate where the evidence demonstrates that the defendant's infringement was willful.
You are asked to analyze whether the factual and economic circumstances of this case support a recommendation for enhanced damages, and, if so, to quantify the range of enhanced damages that may be appropriate. Using the estimated defendant's profits of $2.0 million as a baseline, treble damages would yield a ceiling of $6.0 million ($2.0 million × 3). Your analysis should address the economic rationale for any enhancement, including the deterrent function of enhanced damages, the degree of willfulness suggested by the evidence, and the adequacy of compensatory damages standing alone.
3.6 Corrective Advertising and Reputational Harm
To the extent the data and evidence support such analysis, you are further asked to assess the costs that VHG may incur for corrective advertising campaigns necessary to counteract the consumer confusion caused by CVR's infringing conduct. Corrective advertising costs represent a recognized measure of damages in trademark infringement cases and may be awarded in addition to or in lieu of other damages theories.
In evaluating this component, you should contextualize the estimated corrective advertising expenditure against VHG's annual marketing spend of approximately $142 million. The analysis should consider the geographic markets in which corrective measures would be necessary, the media channels implicated, the duration of any corrective campaign, and the expected cost of restoring VHG's brand clarity and consumer associations in the affected markets.
4. Expected Deliverables
We anticipate the following deliverables in connection with this engagement:
(a) Preliminary Damages Memorandum. A preliminary, summary-level memorandum analyzing potential monetary harm to VHG, for use in connection with the preliminary injunction hearing currently scheduled for September 10, 2025. This memorandum should be of sufficient depth and rigor to support VHG's showing that it faces ongoing and quantifiable monetary harm in the absence of injunctive relief, while acknowledging that a full damages analysis is forthcoming. We will coordinate with you regarding the specific format, length, and deadline for this deliverable.
(b) Comprehensive Expert Report. A comprehensive written expert report prepared in full compliance with Rule 26(a)(2)(B) of the Federal Rules of Civil Procedure, which shall include: (i) a complete statement of all opinions to be expressed and the bases and reasons therefor; (ii) the data, facts, and other information considered by you in forming your opinions; (iii) any exhibits to be used as a summary of or support for your opinions; (iv) your qualifications, including a list of all publications authored in the preceding ten (10) years; (v) a list of all other cases in which you have testified as an expert at trial or by deposition during the preceding four (4) years; and (vi) a statement of the compensation to be paid for your study and testimony in this case. The deadline for submission of the expert report will be established by the Court's scheduling order; we currently anticipate that this deadline will fall within approximately six (6) to eight (8) months following the scheduling conference.
(c) Deposition Testimony. Testimony at your expert deposition, to be scheduled after disclosure of the expert report, in accordance with the Court's scheduling order and the Federal Rules of Civil Procedure.
(d) Trial Testimony. Testimony at trial, including both direct examination and cross-examination, at such time as the case is set for trial. A trial date has not yet been scheduled.
(e) Rebuttal Report. If CVR retains its own damages expert, you may be asked to prepare a written rebuttal report responding to the opinions and analyses set forth in the defense expert's report, in accordance with Rule 26(a)(2)(B) and the Court's scheduling order.
5. Access to Materials and discovery Coordination
Calderwood & Harkness will provide you with relevant documents and information as they become available during the course of the litigation. We anticipate providing the following categories of materials, among others:
(a) VHG's financial records, including property-level revenue data, booking data, occupancy rates, average daily rates ("ADR"), and revenue per available room ("RevPAR") for all relevant VHG properties, with particular emphasis on the Fort Lauderdale, Tampa, and regional southeastern U.S. properties;
(b) VHG's internal reservation-tracking analysis documenting the estimated $2.1 million in diverted bookings during calendar year 2024, including supporting data and methodology;
(c) CVR's financial records, including income statements, balance sheets, general ledger detail, bank statements, tax returns, booking records, and any other financial documentation relevant to CVR's revenues, costs, and profits, to be obtained through formal discovery, including interrogatories, document requests, and, if necessary, subpoenas to third parties;
(d) The twenty-three (23) documented instances of actual consumer confusion compiled by Broadleaf Investigations Inc. (Jorge A. Quintana, Lead Investigator), including supporting evidence such as call recordings, email correspondence, social media screenshots, and guest review documentation;
(e) The consumer confusion survey to be prepared by Dr. Irene Calder, Ph.D., of Pinnacle Brand Analytics LLC, who has been retained separately as VHG's likelihood-of-confusion survey expert. We will provide Dr. Calder's survey methodology and results as they become available, and we may ask you to consider those results as part of your damages analysis to the extent they bear on the scope and magnitude of consumer confusion;
(f) Publicly available information regarding CVR's operations, pricing, occupancy, marketing activities, and online presence, including information from CVR's website, social media accounts, third-party travel platforms, and public filings;
(g) Industry benchmarks, comparable transaction data, and market research reports relevant to the hospitality and resort industries, including data on occupancy rates, ADR, RevPAR, profit margins, and brand licensing royalty rates for comparable properties and markets; and
(h) Such additional documents and information as may be identified during the course of your analysis or requested by you.
Counsel will coordinate with you on an ongoing basis regarding any additional discovery that may be necessary to support your damages analysis. If at any time you determine that additional data, documents, or information are needed, please communicate those needs promptly to Peter Vassiliev so that appropriate discovery requests or subpoenas can be issued.
6. Compensation
Compensation for this engagement shall be as follows:
(a) Hourly Rate. Mr. Whitford's professional hourly rate is $575.00 per hour for all professional services rendered in connection with this engagement, including, without limitation, analysis, research, report preparation, consultation calls, deposition testimony, trial testimony, and travel time.
(b) Invoicing. Drummond Appraisal Group Inc. shall submit invoices to Calderwood & Harkness LLP on a monthly basis. Each invoice shall reference Calderwood & Harkness Matter No. 1021-00004 and shall include detailed time entries describing the services performed, the date on which each service was performed, and the time expended on each task.
(c) Payment Terms. Payment shall be due within thirty (30) days of Calderwood & Harkness's receipt of each invoice (net 30).
(d) Out-of-Pocket Expenses. Reasonable out-of-pocket expenses incurred in connection with this engagement, including travel, lodging, copying, printing, data services, and research materials, shall be reimbursed at actual cost upon submission of receipts or other reasonable documentation. Air travel shall be at coach or business class, and lodging shall be at reasonable business rates.
(e) Non-Contingent Compensation. It is expressly understood and agreed that the compensation payable under this engagement is not contingent upon the outcome of the litigation, the nature or substance of any opinions rendered, or the resolution of any claim or counterclaim in this matter. Your compensation is based solely on the time expended and expenses incurred in the performance of professional services.
7. Confidentiality Obligations
All information, documents, data, communications, and materials provided to you or to Drummond Appraisal Group Inc. in connection with this engagement are confidential and proprietary to VHG and/or are subject to attorney-client privilege, the attorney work product doctrine, or court-entered protective orders. You and Drummond Appraisal Group Inc. shall treat all such materials as strictly confidential and shall not disclose any such information to any third party without the prior written consent of Calderwood & Harkness LLP, except as may be required by applicable law, court order, or in connection with testimony in this matter.
All materials provided to you or generated by you in connection with this engagement shall be stored securely, whether in physical or electronic format, and shall be subject to reasonable safeguards against unauthorized access, disclosure, loss, or destruction. Upon the conclusion of this engagement, all materials shall be returned to Calderwood & Harkness LLP or securely destroyed, at Calderwood & Harkness's direction, subject to any applicable document retention obligations, court orders, or professional standards.
You further agree to comply with any protective order or confidentiality order entered by the Court in Case No. 1:25-cv-22847-AMC, including but not limited to any provisions restricting the use, disclosure, or dissemination of materials designated as "Confidential" or "Attorneys' Eyes Only" under such order. Calderwood & Harkness will provide you with a copy of any such order promptly upon its entry.
8. Document Retention
You shall retain all documents, data, communications, notes, drafts, working papers, spreadsheets, models, and other materials considered or generated in connection with this engagement, in whatever form, in accordance with the requirements of Rule 26(a)(2)(B) of the Federal Rules of Civil Procedure and any applicable orders of the Court. This obligation includes, without limitation, all drafts of expert reports, all communications with counsel, all source data and work papers underlying your analysis, and all documents considered in forming your opinions, regardless of whether such materials are ultimately relied upon in your final report.
No documents, data, or materials relating to this engagement shall be destroyed, deleted, discarded, or otherwise disposed of without the prior written authorization of Calderwood & Harkness LLP. This obligation shall continue until you receive written notification from Calderwood & Harkness that all litigation holds and retention obligations have been released.
9. Independence and Conflicts
By executing this letter, you confirm that you have no prior professional, personal, or financial relationship with, and no financial interest in, either Verimark Hospitality Group Inc. or Coral Verimark Resorts LLC, or any of their respective officers, directors, shareholders, members, employees, affiliates, or counsel of record. You further confirm that you have conducted a reasonable conflict check within Drummond Appraisal Group Inc. and have identified no actual or potential conflict of interest that would impair your ability to serve as an independent and objective expert in this matter.
You acknowledge and understand that your role in this engagement is to provide objective, independent expert analysis and testimony based on the data and information available to you and on your professional judgment, training, and experience. Your opinions and conclusions must be your own, honestly held, and based on a reliable factual foundation and sound methodology. You are not an advocate for either party, and your duty is to assist the trier of fact.
If at any time during the course of this engagement you become aware of any actual or potential conflict of interest, any circumstance that might reasonably call into question your independence or objectivity, or any relationship or interest that was not previously disclosed, you shall immediately notify Peter Vassiliev of Calderwood & Harkness LLP.
10. Timeline and Key Dates
The following is a summary of the key dates and deadlines currently known or anticipated in connection with this matter. Additional dates will be communicated to you as they are established by the Court's scheduling order.
In light of the September 10, 2025 preliminary injunction hearing, we ask that you be available for consultation calls on an as-needed basis during the weeks of July 28 and August 4, 2025, and thereafter as the hearing date approaches. You should also plan for a minimum of one (1) in-person meeting at Calderwood & Harkness's Miami office (400 Brickell Avenue, Suite 3200) prior to the preliminary injunction hearing, the precise date and time of which we will coordinate with your office in the coming days.
11. Acceptance and Countersignature
If the terms and conditions set forth in this letter are acceptable to you, please indicate your acceptance by signing and dating this letter in the space provided below and returning an executed copy to the undersigned. A scanned, electronic copy transmitted by email to peter.vassiliev@calderwoodharkness.com shall be deemed an original for all purposes, with a hard copy original to follow by mail.
We look forward to working with you on this important matter. Thank you for your time and your willingness to assist Verimark Hospitality Group Inc. in the prosecution of its claims.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Peter Vassiliev Lead Associate Calderwood & Harkness LLP 400 Brickell Avenue, Suite 3200 Miami, FL 33131 Telephone: (305) 884-7244
Email: peter.vassiliev@calderwoodharkness.com
Date: July 22, 2025
ACCEPTED AND AGREED
The undersigned hereby accepts the engagement described in this letter and agrees to be bound by the terms and conditions set forth herein.
________________________________________
Graham T. Whitford, CPA, CFF Drummond Appraisal Group Inc. 50 Milk Street, Suite 1600 Boston, MA 02109
Date: ________
12. Closing and Contact Information
Please direct all inquiries, correspondence, and deliverables in connection with this engagement to the undersigned:
Peter Vassiliev Lead Associate Calderwood & Harkness LLP 400 Brickell Avenue, Suite 3200 Miami, FL 33131 Telephone: (305) 884-7244
Email: peter.vassiliev@calderwoodharkness.com
cc (via email):
Marcus Delgado, Partner (Responsible Partner), Calderwood & Harkness LLP Catherine Bloom, Partner (Billing Partner), Calderwood & Harkness LLP Wendy Schultz, Associate (Working Associate), Calderwood & Harkness LLP Sonia M. Trevino, General Counsel, Verimark Hospitality Group Inc. (for information)
Enclosures:
1.  Copy of Verified Complaint, Verimark Hospitality Group Inc. v. Coral Verimark Resorts LLC, Case No. 1:25-cv-22847-AMC (U.S.D.C. S.D. Fla.)
2.  Copies of VHG trademark registration certificates:
(a) U.S. Registration No. 3,742,618 — "VERIMARK" (b) U.S. Registration No. 4,105,233 — "VERIMARK HOSPITALITY" (c) U.S. Registration No. 5,489,701 — VERIMARK "V" Design Mark
3.  Summary of 23 documented instances of actual consumer confusion (prepared by Broadleaf Investigations Inc., Jorge A. Quintana, Lead Investigator)
4.  Preliminary lost-profits analysis from VHG's internal reservation-tracking data
Event | Date / Status
Complaint filed | July 22, 2025
Motion for Preliminary Injunction filed | July 22, 2025
Answer deadline for CVR | August 12, 2025
Preliminary injunction hearing | September 10, 2025
Preliminary damages memorandum due from expert | To be confirmed; must be in advance of September 10, 2025 hearing
Scheduling conference | To be set by the Court
Plaintiff's expert report deadline | To be determined per Court's scheduling order (estimated 6–8 months after scheduling conference)
Expert deposition | To be scheduled after expert report disclosure
Rebuttal expert report (if necessary) | To be determined per Court's scheduling order
Trial | Not yet scheduled

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

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