1021-00005 · Verimark Hospitality Group · Consultants

draft-ridgepoint-engagement-letter.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law

100 Southeast Second Street, Suite 3400 Miami, Florida 33131 Telephone: (305) 884-7200 Facsimile: (305) 884-7201 www.calderwoodharkness.com

Date: ____, 2026

(Draft — undated, pending VHG approval)

Matter Reference: 1021-00005

VIA EMAIL AND HAND DELIVERY

Dr. Alicia Tran, CPA, CFF Principal Ridgepoint Advisory Group LLC 500 East Broward Boulevard, Suite 1050 Fort Lauderdale, Florida 33394

Dear Dr. Tran:

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SECTION 1: INTRODUCTION AND ENGAGEMENT CONTEXT

This letter (the "Engagement Letter") sets forth the terms and conditions under which Ridgepoint Advisory Group LLC ("Ridgepoint" or "Consultant") is being engaged to provide forensic payroll analysis and related consulting services in connection with a pre-litigation wage-and-hour matter. This Engagement Letter is intended to memorialize the respective obligations of the parties and to establish the framework under which services will be rendered, invoiced, and delivered.

Ridgepoint is being retained by Verimark Hospitality Group Inc. ("VHG" or "Client"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol VMHG, with its principal executive offices located at 2400 Bayshore Boulevard, Suite 1100, Tampa, Florida 33629 (Employer Identification Number: 84-3291076). VHG owns and operates a portfolio of branded hotel and resort properties throughout the State of Florida and is engaged in the business of hospitality management, food and beverage services, and related tourism and leisure operations.

This engagement is being coordinated through VHG's outside counsel, Calderwood & Harkness LLP ("C&H"), as part of the scoping phase of a pre-litigation wage-and-hour audit that C&H has been retained to conduct on behalf of VHG. The C&H matter number assigned to this engagement is 1021-00005. C&H's Labor & Employment Practice Group has been retained by VHG to evaluate the legal merits and potential financial exposure arising from the claims described below and to formulate a litigation strategy in anticipation of possible enforcement proceedings or class/collective action litigation.

The engagement arises from a demand letter dated January 14, 2026, sent by Garza, Linden & Okafor LLP, a plaintiff-side employment law firm based in Orlando, Florida, on behalf of a former VHG employee, Daniela M. Serrano. Ms. Serrano was formerly employed as a front-desk associate at the Verimark Grand Orlando property. The demand letter alleges systemic wage-and-hour violations across seven Verimark-branded hotel and resort properties in the State of Florida. Specifically, the demand letter asserts that VHG has engaged in a pattern and practice of (i) improperly applying automatic meal-break deductions to compensable work time, (ii) failing to compensate employees for pre-shift and post-shift off-the-clock work, (iii) miscalculating overtime compensation, (iv) improperly applying tip credits and failing to ensure that tipped employees received at least the applicable minimum wage, and (v) related violations of federal and state wage-and-hour laws.

The demand letter threatens the filing of a collective action under the Fair Labor Standards Act, 29 U.S.C. § 201 et seq. ("FLSA"), as well as class claims under the Florida Constitution's minimum-wage provisions (Article X, Section 24, Florida Constitution) and related state law. The demand letter asserts a potential recovery of approximately $18.5 million in back pay, liquidated damages, and attorneys' fees on behalf of a putative class or collective of current and former hourly employees employed at the seven at-issue properties during the relevant statutory periods.

VHG's General Counsel, Devin K. Arroyo, and Vice President, Human Resources, Carla S. Whitfield, have been designated as VHG's primary points of contact for this engagement. Mr. Arroyo is responsible for all legal and compliance matters on behalf of VHG, and Ms. Whitfield oversees human resources administration, payroll policy, and workforce compliance across VHG's portfolio of properties.

This engagement was authorized by VHG's Audit Committee at a meeting held on January 29, 2026, with a total budget authorization of up to $350,000 for the scoping phase of the pre-litigation audit. This budget authorization covers both C&H's legal fees and all consultant costs, including the fees and expenses of Ridgepoint as described herein. C&H's legal fees for the scoping phase are separately estimated at $175,000 to $225,000, as reflected in C&H's own engagement letter with VHG dated January 22, 2026.

SECTION 2: ENGAGEMENT OF RIDGEPOINT UNDER ATTORNEY DIRECTION AND PRIVILEGE

2.1 Retention as Litigation Consultant

Ridgepoint is being engaged as a non-testifying consulting expert and forensic analyst at the direction of C&H, VHG's outside counsel, for the primary and express purpose of assisting counsel in rendering legal advice to VHG. The retention of Ridgepoint is made pursuant to Federal Rule of Civil Procedure 26(b)(4)(D) (and any analogous Florida procedural rules), which protects from discovery facts known or opinions held by a consulting expert retained in anticipation of litigation who is not expected to be called as a witness at trial. Ridgepoint's role is to provide C&H with the analytical tools, data, forensic analysis, and expert judgment necessary for C&H to evaluate the legal claims asserted in the demand letter, assess VHG's potential exposure, and formulate appropriate legal strategy and advice.

Ridgepoint is not being engaged as an independent auditor, and its work product is not intended for public disclosure, regulatory filing, or third-party reliance. Ridgepoint's findings, analyses, and deliverables are prepared solely for the benefit of C&H and VHG in connection with the legal matters described in this Engagement Letter and shall not be used, cited, or relied upon by any other person or entity for any purpose whatsoever without the prior written consent of C&H.

Ridgepoint's engagement is made in anticipation of litigation and for the purpose of assisting C&H in evaluating legal claims and potential financial exposure. VHG and C&H reasonably anticipate that the claims asserted in the demand letter may result in the filing of litigation in the United States District Court for the Middle District of Florida or an alternative federal or state forum. The retention of Ridgepoint is a direct response to this anticipated litigation and is intended to facilitate the preparation of VHG's legal defense.

2.2 Attorney-Client Privilege and Work-Product Protection

All communications between Ridgepoint and C&H, and all work product prepared by Ridgepoint in connection with this engagement, are intended to be protected by the attorney-client privilege and the attorney work-product doctrine as set forth in applicable federal and Florida law. The parties intend that the protections of these doctrines apply to the fullest extent permitted by law. In particular, the parties intend that Ridgepoint's work product constitutes "opinion work product" reflecting the mental impressions, conclusions, opinions, and legal theories of counsel, to the extent that such work product was prepared at the direction of and in consultation with C&H.

Ridgepoint shall treat all information received from C&H and VHG, all analyses performed by Ridgepoint, and all reports, memoranda, workbooks, spreadsheets, presentations, or other deliverables prepared by Ridgepoint in connection with this engagement as confidential and privileged. Ridgepoint shall take all reasonable precautions to prevent the unauthorized disclosure, dissemination, or publication of any such information or work product.

Ridgepoint shall not disclose any information, analysis, data, or work product related to this engagement to any person or entity other than the following designated personnel without the prior written consent of C&H:

(a) C&H Personnel: Bernard Crawford, Responsible Partner; Nadia Petrov, Lead Associate; and such other C&H attorneys, paralegals, or staff as Bernard Crawford may designate in writing from time to time;

(b) VHG Designated Personnel: Devin K. Arroyo, General Counsel; Carla S. Whitfield, Vice President, Human Resources; and Enrique J. Fuentes, Director of Payroll & Workforce Compliance; and

(c) Such other persons as C&H may authorize in writing on a case-by-case basis, subject to appropriate confidentiality protections.

All written deliverables prepared by Ridgepoint in connection with this engagement, including but not limited to reports, memoranda, analyses, workbooks, correspondence, and email communications, shall prominently bear the following legend on each page or, in the case of electronic communications, in the subject line and body of each communication:

"PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL IN ANTICIPATION OF LITIGATION — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT"

In the event that VHG or C&H later determines that Ridgepoint or any of its personnel may be called as a testifying expert in connection with the matters described in this Engagement Letter, or in any related proceeding, a separate engagement letter shall be executed to govern Ridgepoint's role as a testifying expert. In such event, the parties shall confer regarding and address any waiver-of-privilege implications that may arise from the designation of Ridgepoint as a testifying expert, including the potential discoverability of communications and work product under Federal Rule of Civil Procedure 26(a)(2)(B) and related provisions. Nothing in this Engagement Letter shall be construed as a waiver of any privilege or protection, and the parties expressly reserve all rights with respect thereto.

2.3 Reporting Obligations

Ridgepoint shall report directly and exclusively to Bernard Crawford, Responsible Partner, and Nadia Petrov, Lead Associate, at Calderwood & Harkness LLP for all matters relating to this engagement. All substantive questions, requests for direction, progress updates, and interim findings shall be communicated to Mr. Crawford and Ms. Petrov in the first instance.

All draft and final deliverables prepared by Ridgepoint in connection with this engagement shall be submitted to C&H for review and approval before any communication, distribution, or transmission of such deliverables to VHG personnel or any other person. C&H shall have the sole authority to determine when and in what form Ridgepoint's deliverables are shared with VHG.

Ridgepoint shall not communicate directly with VHG management, employees, or agents regarding the substance of this engagement, the demand letter, the underlying claims, or any aspect of Ridgepoint's analysis without prior coordination with and approval from C&H. This restriction is intended to preserve the privileged nature of the engagement and to ensure that all communications are channeled through counsel. Routine administrative matters, such as scheduling data-transfer logistics with VHG's IT department, may be coordinated directly between Ridgepoint and VHG's designated personnel, provided that C&H is copied on all such communications and that no substantive analysis or findings are discussed.

SECTION 3: SCOPE OF SERVICES

3.1 Overview

Ridgepoint is engaged to perform forensic payroll analysis, statistical sampling of timekeeping data, and damages modeling related to five categories of alleged wage-and-hour violations identified in the demand letter from Garza, Linden & Okafor LLP. The scope of services described in this Section 3 is intended to provide C&H and VHG with a comprehensive, data-driven assessment of VHG's payroll practices and the potential financial exposure arising from the claims asserted in the demand letter. Ridgepoint's analysis will encompass the acquisition, cleaning, validation, and forensic examination of timekeeping and payroll data; the development and application of statistically valid sampling methodologies; the construction of damages models under multiple exposure scenarios; and the documentation of VHG's payroll practices as administered through its third-party payroll service provider.

3.2 Specific Tasks

3.2.1 Timekeeping Data Analysis

Ridgepoint shall obtain and analyze time-punch data from the Luminos TimeTrack platform (VHG Account ID: LTT-VHG-2022-0041) for the seven at-issue Verimark-branded properties. The Luminos TimeTrack platform is VHG's enterprise timekeeping system and has been in use at all seven properties since January 1, 2022, when VHG transitioned from its prior timekeeping vendor. The seven properties and their approximate current hourly employee counts are as follows:

The total estimated number of current hourly employees across the seven properties is approximately 1,895. This figure does not include salaried exempt employees, who are not at issue in the demand letter, or former employees who may be members of the putative collective or class.

The relevant data period for Ridgepoint's analysis shall be as follows:

(a) Primary data period: January 1, 2022 (the commencement date of VHG's use of Luminos Payroll Solutions Inc. as its timekeeping and payroll-processing vendor) through the present date, with particular focus on the period from January 14, 2023 to the present. This focused period corresponds to the putative collective period identified in the demand letter, which asserts a three-year lookback from the date of the demand (January 14, 2026) for willful FLSA violations under 29 U.S.C. § 255(a).

(b) Extended lookback period: For Florida constitutional minimum-wage claims, Ridgepoint shall extend its analysis back to January 14, 2021, to account for the five-year statute of limitations applicable to such claims under Florida Statutes § 95.11(2)(b). To the extent that Luminos TimeTrack data is not available for the period from January 14, 2021 through December 31, 2021 (given that VHG began using Luminos on January 1, 2022), Ridgepoint shall work with C&H and VHG to identify and obtain timekeeping and payroll data from VHG's prior timekeeping system for this earlier period.

Ridgepoint's timekeeping data analysis shall include, but not be limited to, the extraction, cleaning, validation, and organization of raw time-punch data; the identification and resolution of data anomalies, gaps, and inconsistencies; the reconciliation of time-punch data with payroll records to verify the accuracy of hours recorded and compensated; and the preparation of data summaries at the property, department, job-code, and individual-employee levels as necessary to support the analyses described in Sections 3.2.2 through 3.2.5 below.

3.2.2 Automatic Meal-Break Deduction Analysis

Ridgepoint shall analyze the configuration, application, and impact of the Luminos TimeTrack automatic meal-break deduction rule (Rule ID: AR-MEAL-030). This rule, as currently configured in VHG's Luminos TimeTrack environment, automatically deducts thirty (30) minutes of compensable time per shift for any shift of six (6) or more hours in duration. The demand letter alleges that this automatic deduction has resulted in the systematic under-compensation of employees who did not in fact receive an uninterrupted thirty-minute meal period during their shifts, either because they were required to remain on duty, were interrupted during their breaks, or were not provided with a break at all.

Ridgepoint's analysis shall include the following specific tasks:

(a) Examination of the configuration parameters of Rule AR-MEAL-030 as implemented in VHG's Luminos TimeTrack environment, including any property-specific or department-specific variations in the rule's application;

(b) Quantification of the frequency and magnitude of automatic meal-break deductions applied across the seven properties during the relevant data period, broken down by property, department, job code, shift length, and time period;

(c) Identification and analysis of instances in which employees did not receive an uninterrupted thirty-minute meal period, to the extent determinable from available time-punch data, scheduling records, and exception reports;

(d) Identification and analysis of any exception or correction processes maintained by VHG or available through the Luminos TimeTrack platform that allow employees or supervisors to report missed or interrupted meal breaks and to request the reversal of automatic deductions; and

(e) Quantification of the rate at which meal-break exception reports or corrections were submitted by employees or supervisors, the rate at which such corrections were processed and applied, and the average time elapsed between submission and processing of corrections.

3.2.3 Pre-Shift and Post-Shift Off-the-Clock Work Analysis

Ridgepoint shall analyze punch-in and punch-out patterns relative to scheduled shift start and end times to assess whether systemic patterns exist indicating that employees performed uncompensated work before or after their recorded shifts. The demand letter alleges that VHG employees were routinely required to perform approximately fifteen (15) to twenty-five (25) minutes of uncompensated work per shift in connection with pre-shift and post-shift activities, including but not limited to donning and doffing uniforms, booting computer systems and logging into software applications, attending shift-handover briefings, and performing opening or closing duties that were not captured by the timekeeping system.

Ridgepoint's analysis shall include the following specific tasks:

(a) Statistical analysis of the distribution of punch-in times relative to scheduled shift start times and punch-out times relative to scheduled shift end times, to identify patterns of early arrival or late departure that may be indicative of off-the-clock work;

(b) Comparison of actual time-punch data with scheduled shift times to quantify the average duration and frequency of pre-shift and post-shift gaps;

(c) Analysis of whether VHG's timekeeping policies or Luminos TimeTrack configurations include rounding rules, grace periods, or lockout features that may have affected the recording of pre-shift or post-shift work time;

(d) Assessment of whether the patterns identified are consistent across properties, departments, and job codes, or whether they are concentrated in specific areas; and

(e) Estimation of the total uncompensated time attributable to alleged pre-shift and post-shift off-the-clock work, broken down by property, department, and job code.

3.2.4 Overtime Calculation Review

Ridgepoint shall verify whether overtime was properly calculated and paid at one-and-one-half (1.5) times the regular rate of pay for all hours worked in excess of forty (40) hours per workweek, as required by the FLSA, 29 U.S.C. § 207(a). The demand letter alleges that VHG systematically miscalculated overtime compensation by, among other things, failing to include certain forms of non-discretionary compensation (such as shift differentials, non-discretionary bonuses, and service charges) in the regular rate of pay for overtime purposes, and by improperly applying the automatic meal-break deduction in a manner that reduced recorded hours below the overtime threshold.

For purposes of preliminary damages modeling, the following parameters have been estimated based on information provided by VHG and set forth in C&H's preliminary exposure assessment:

(a) Average weekly hours for affected employees: approximately 42.5 hours (reflecting an average of 2.5 hours of overtime per week);

(b) Blended average hourly rate for affected workers: approximately $16.50 per hour;

(d) Overtime premium (0.5 × regular rate): approximately $8.25 per hour.

Ridgepoint shall verify these estimates against actual payroll data and refine them as necessary. Ridgepoint shall also analyze whether VHG's workweek definitions, pay-period structures, and overtime-calculation methodologies were consistently applied across all seven properties during the relevant data period.

3.2.5 Tipped-Employee Minimum Wage Compliance Analysis

Ridgepoint shall analyze payroll records for front-desk and concierge employees participating in tip pools at the seven Verimark properties to assess compliance with applicable federal and Florida minimum-wage laws as they relate to tipped employees. The demand letter alleges that VHG improperly applied the tip credit to employees who did not satisfy the statutory requirements for tipped-employee status, and that, in certain pay periods, the total compensation received by tipped employees (direct wages plus tips) did not meet or exceed the applicable Florida minimum wage.

Ridgepoint's analysis shall include the following specific tasks:

(a) Identification of all employees classified as "tipped employees" for purposes of the FLSA and Florida law during the relevant data period, including verification of job codes, department assignments, and tip-pool participation records;

(b) Verification of whether the tip credit was properly applied in accordance with applicable law. As of September 30, 2025, the Florida tipped minimum wage is $10.98 per hour (calculated as the Florida minimum wage of $14.00 per hour minus the maximum tip credit of $3.02 per hour);

(c) Determination of whether the total compensation received by each tipped employee (direct wages plus tips received and credited) met or exceeded the applicable Florida minimum wage of $14.00 per hour (effective September 30, 2025) for each pay period during the relevant data period, accounting for changes in the applicable minimum wage over the multi-year analysis period;

(d) Analysis of the structure and administration of tip pools at each property, including the categories of employees participating in tip pools, the methods of tip allocation, and whether any employees who do not customarily and regularly receive tips were included in the tip pool in a manner that may have invalidated the tip credit; and

(e) Quantification of any shortfalls in total compensation for tipped employees, broken down by property, pay period, and individual employee.

3.2.6 Statistical Sampling Methodology

Ridgepoint shall design and implement a statistically valid sampling methodology for analyzing timekeeping and payroll data across the seven properties and multiple job codes. Given the volume of data involved — encompassing approximately 1,895 current hourly employees across seven properties over a multi-year data period — a comprehensive census-level analysis of every individual time-punch record may not be feasible or cost-effective within the scope and budget of this engagement. Accordingly, Ridgepoint shall develop a sampling framework that permits reliable extrapolation from a representative sample to the broader employee population.

The sampling methodology shall be designed with the following objectives:

(a) To produce statistically reliable estimates of the frequency and magnitude of the alleged wage-and-hour violations at each property and across the portfolio;

(b) To support extrapolation from the sample to the full population for purposes of damages modeling;

(d) To be defensible in the event of subsequent litigation, including with respect to challenges under Fenmore Partners LLC v. Bouaphakeo, 577 U.S. 442 (2016), and related precedent regarding the use of statistical evidence in wage-and-hour class and collective actions; and

(e) To comply with generally accepted principles of statistical analysis and forensic accounting methodology.

Ridgepoint shall prepare a written report describing its sampling design and methodology, including the basis for sample-size determination, stratification variables, confidence levels, margins of error, and any limitations of the methodology.

3.2.7 Damages Modeling

Ridgepoint shall construct damages models for three exposure scenarios, consistent with the preliminary exposure assessment prepared by C&H and shared with VHG's Audit Committee. The three scenarios are as follows:

(a) Scenario A (Narrow): This scenario models exposure based on overtime claims only, assuming a two-year non-willful lookback period under 29 U.S.C. § 255(a), and limited to the approximately 1,895 current hourly employees at the seven at-issue properties. C&H's preliminary estimate for Scenario A is approximately $8,147,700, inclusive of liquidated damages under 29 U.S.C. § 216(b) (equal to the amount of unpaid overtime compensation).

(b) Working Mid-Range Estimate: C&H's current working mid-range estimate of VHG's potential exposure, encompassing multiple claim categories and a blended lookback period, is in the range of $22 million to $38 million, inclusive of liquidated damages but exclusive of attorneys' fees. Ridgepoint shall refine this estimate based on actual data analysis.

(c) Scenario B (Broad — Theoretical Ceiling): This scenario models exposure based on all five claim categories identified in the demand letter, assuming a three-year willful lookback for FLSA claims and a five-year lookback for Florida constitutional minimum-wage claims, and encompassing an estimated 5,900 putative collective or class members (including both current and former hourly employees during the relevant lookback periods). C&H's preliminary theoretical ceiling for Scenario B is approximately $202.4 million, inclusive of liquidated damages but before attorneys' fees.

Ridgepoint shall refine and adjust these preliminary estimates based on its actual analysis of VHG's timekeeping and payroll data. The damages models shall be broken down by property, claim category, and exposure scenario, and shall reflect property-level variations in employee counts, wage rates, hours worked, and violation rates as determined by Ridgepoint's analysis. Ridgepoint shall present its damages models in an interactive Excel-format workbook that permits C&H and VHG to adjust key assumptions and input variables.

3.2.8 Payroll-Practice Reconstruction

Ridgepoint shall document VHG's payroll practices, timekeeping configurations, and wage-computation methods as administered through Luminos Payroll Solutions Inc. from January 1, 2022 to the present. This payroll-practice reconstruction is intended to provide C&H with a comprehensive factual record of VHG's timekeeping and payroll processes for purposes of evaluating the legal claims asserted in the demand letter and assessing potential defenses available to VHG, including but not limited to the good-faith defense under 29 U.S.C. § 259 and the reasonable-basis defense under 29 U.S.C. § 260.

Ridgepoint's payroll-practice reconstruction shall include:

(a) Documentation of the configuration and operation of the Luminos TimeTrack timekeeping system at each of the seven properties, including time-punch capture methods, rounding rules, shift-scheduling parameters, automatic deduction rules, and exception/correction workflows;

(b) Documentation of VHG's payroll-processing cycle, including the flow of timekeeping data from Luminos TimeTrack to Luminos Payroll Solutions Inc. for wage calculation and payment processing;

(c) Documentation of VHG's policies and procedures relating to overtime calculation, meal-break administration, tip-credit application, and off-the-clock work;

(d) Identification of any changes in timekeeping configurations, payroll policies, or wage-computation methods implemented during the relevant data period, including the dates and circumstances of such changes; and

(e) Identification of any audits, reviews, or compliance assessments of VHG's payroll practices conducted during the relevant period, whether by internal personnel, external consultants, or regulatory agencies.

3.3 Properties and Data Sources

The data necessary for Ridgepoint's analysis shall be obtained from the following primary sources:

(a) Luminos Payroll Solutions Inc. Timekeeping and payroll data shall be obtained from Luminos Payroll Solutions Inc. via data exports coordinated through C&H and VHG. The primary contact at Luminos for data-request purposes is Shannon D. Prewitt, Senior Account Manager, Luminos Payroll Solutions Inc., 3300 Peachtree Road NE, Suite 800, Atlanta, Georgia 30326. All data requests to Luminos shall be submitted through C&H and shall be subject to any applicable data-security and confidentiality requirements of VHG's service agreement with Luminos.

(b) VHG Internal Systems. Additional data and documentation shall be obtained from VHG's internal systems, including but not limited to: employee handbooks (current version: v.7.2, effective January 1, 2025); HR policy manuals; scheduling records from VHG's workforce-management system; job descriptions and exemption classification files; tip-pool records and tip-distribution logs; and payroll registers, earnings statements, and tax records maintained by VHG's finance and human resources departments.

Special Note Regarding Verimark Shores Clearwater (Property No. 3): The Verimark Shores Clearwater property is owned by Palomar Realty Partners LLC (Managing Member: Ricardo E. Montalvo; principal offices at 1901 West Cypress Street, Suite 400, Tampa, Florida 33607) and is managed by VHG under a Hotel Management Agreement, designated HMA-2021-0601-PC, dated June 1, 2021. Under this management agreement, VHG directly employs all on-site staff at the Verimark Shores Clearwater property. A joint-employer analysis with respect to Palomar Realty Partners LLC is being conducted separately by C&H and is outside the scope of Ridgepoint's engagement. However, Ridgepoint shall include the Verimark Shores Clearwater property in its forensic payroll analysis to the same extent as the other six properties, as VHG is the direct employer of record for all hourly employees at that location.

SECTION 4: DELIVERABLES

Ridgepoint shall prepare and deliver the following work product in connection with this engagement:

(a) Preliminary Findings Memorandum. Ridgepoint shall prepare an interim report summarizing its preliminary findings, observations, and initial data assessments. This preliminary findings memorandum shall be submitted to C&H within approximately four (4) weeks of Ridgepoint's receipt of a complete and usable data set from Luminos Payroll Solutions Inc. and VHG. The preliminary findings memorandum is intended to provide C&H with an early assessment of the data landscape, the viability and direction of Ridgepoint's analysis, and any significant findings that may warrant immediate attention.

(b) Statistical Sampling Design and Methodology Report. Ridgepoint shall prepare a written report describing its proposed statistical sampling design and methodology, including the basis for sample-size determination, stratification variables, confidence levels, margins of error, and any assumptions or limitations. This report shall be submitted to C&H for review and approval prior to the implementation of the sampling methodology.

(c) Detailed Damages Model Workbook. Ridgepoint shall prepare and deliver a detailed damages model in Microsoft Excel format. The workbook shall present damages calculations broken down by property, claim category, and exposure scenario (Scenario A, Working Mid-Range, and Scenario B), and shall be designed to permit C&H and VHG to adjust key assumptions and input variables (e.g., violation rates, lookback periods, collective/class size estimates, wage rates) to evaluate the sensitivity of the damages estimates to changes in underlying assumptions.

(d) Final Forensic Payroll Analysis Report. Ridgepoint shall prepare a comprehensive narrative report setting forth its findings, analyses, conclusions, and supporting documentation. The final report shall include appendices containing supporting data tables, charts, and statistical analyses. The final report is expected to be the primary deliverable of this engagement and shall be suitable for use by C&H in rendering legal advice to VHG and in formulating litigation strategy.

All deliverables shall be submitted to C&H (Bernard Crawford and Nadia Petrov) in draft form for review, comment, and approval before finalization. C&H shall have the opportunity to review and comment on each deliverable before it is finalized and, if applicable, shared with VHG personnel. Ridgepoint shall incorporate C&H's comments and revisions into the final versions of all deliverables, subject to Ridgepoint's professional judgment regarding the accuracy and integrity of its analysis.

All deliverables shall be prominently marked as privileged and confidential in accordance with Section 2.2 of this Engagement Letter.

SECTION 5: ESTIMATED FEES AND EXPENSES

5.1 Professional Fees

Ridgepoint's estimated fees for the scope of services described in Section 3 of this Engagement Letter are $85,000 to $120,000. This estimate is based on Ridgepoint's preliminary assessment of the scope and complexity of the engagement and is subject to adjustment in the event that the scope of services expands or contracts based on the findings of the analysis, changes in the underlying claims, or other factors outside Ridgepoint's control.

Fees shall be calculated based on Ridgepoint's standard hourly rates for the professionals assigned to this engagement, as follows:

Ridgepoint shall provide C&H with a detailed rate schedule as Exhibit A to this Engagement Letter, which shall set forth the hourly rates for all professionals expected to perform services in connection with this engagement. Exhibit A shall be incorporated into and made a part of this Engagement Letter upon its delivery and acceptance by C&H.

In the event the scope of services expands beyond the parameters described in Section 3, or if Ridgepoint determines that the complexity or volume of data significantly exceeds its preliminary assessment, Ridgepoint shall promptly notify C&H and provide a revised fee estimate for prior approval by C&H and VHG. Ridgepoint shall not incur fees in excess of the upper range of the estimate ($120,000) without the prior written approval of C&H.

5.2 Expenses

Ridgepoint shall be reimbursed by VHG for reasonable out-of-pocket expenses incurred in connection with the performance of services under this engagement, including but not limited to:

(a) Travel expenses incurred in connection with on-site visits to VHG properties or C&H offices, including airfare (coach class), ground transportation, hotel accommodations, and meals;

(b) Data-processing costs, including costs associated with the acquisition, storage, processing, and analysis of large data sets obtained from Luminos Payroll Solutions Inc. and VHG;

(d) Other reasonable out-of-pocket costs directly related to the performance of services under this engagement.

Expenses exceeding $2,500 in the aggregate shall require prior written approval from C&H before being incurred. Ridgepoint shall provide reasonable documentation of all expenses for which reimbursement is sought.

5.3 Invoicing and Payment

Ridgepoint shall submit monthly invoices to C&H with sufficient detail to permit review and approval, including a description of the services performed, the professionals who performed such services, the hours expended by each professional, the applicable hourly rates, and an itemization of reimbursable expenses. Invoices shall be submitted to C&H at the address set forth in Section 12 of this Engagement Letter, or by email to such address as C&H may designate.

Invoices shall be payable by VHG within thirty (30) days of receipt by C&H. C&H shall review and approve each invoice before forwarding it to VHG for payment. VHG's obligation to pay Ridgepoint's invoices is a direct obligation of VHG and is not contingent upon C&H's approval, except to the extent that C&H identifies billing errors or charges outside the approved scope of the engagement.

Ridgepoint acknowledges that this engagement falls within the total scoping-phase budget authorized by VHG's Audit Committee of $350,000, which also covers C&H's legal fees for the scoping phase, separately estimated at $175,000 to $225,000. Ridgepoint shall use reasonable efforts to perform the services described herein within the estimated fee range and shall promptly notify C&H if Ridgepoint anticipates that its fees and expenses will approach or exceed the upper range of its estimate.

SECTION 6: TERM AND TERMINATION

This engagement shall commence upon execution of this Engagement Letter by all parties and shall continue until the earliest of:

(a) The completion of all deliverables described in Section 4 and the acceptance thereof by C&H;

(b) Written notice of termination delivered by VHG or C&H to Ridgepoint, which may be given at any time and for any reason, with or without cause; or

Upon termination of this engagement for any reason, Ridgepoint shall promptly deliver to C&H all work product (whether in draft or final form), data, documents, records, and materials in its possession or under its control that were prepared by or provided to Ridgepoint in connection with this engagement. Ridgepoint shall cooperate fully with C&H in facilitating an orderly transition and transfer of all engagement-related materials.

VHG shall compensate Ridgepoint for all fees earned and expenses incurred through the effective date of termination, in accordance with the terms of this Engagement Letter. Termination shall not relieve VHG of its obligation to pay for services rendered and expenses incurred prior to the date of termination, nor shall it relieve Ridgepoint of its obligations under Sections 2.2, 7, and 8 of this Engagement Letter, which shall survive termination.

SECTION 7: CONFIDENTIALITY

Ridgepoint acknowledges that it will receive confidential, proprietary, and privileged information in connection with the performance of services under this engagement. Such information includes, but is not limited to, employee personal data (including names, Social Security numbers, addresses, dates of birth, and immigration status information), payroll records, wage and compensation data, timekeeping data, scheduling records, tip-pool records, internal policies and procedures, personnel files, financial information, and other business-sensitive information of VHG and its employees (collectively, "Confidential Information").

Ridgepoint shall maintain strict confidentiality of all Confidential Information received in connection with this engagement and shall not disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party without the prior written consent of C&H. Ridgepoint shall limit access to Confidential Information to those Ridgepoint personnel who have a need to know such information in order to perform the services described in this Engagement Letter and who have been advised of and agree to be bound by the confidentiality obligations set forth herein.

Ridgepoint shall implement and maintain appropriate administrative, technical, and physical data-security measures to protect electronic and physical data received from VHG and Luminos Payroll Solutions Inc. against unauthorized access, use, disclosure, alteration, or destruction. Such measures shall be consistent with industry standards for the protection of sensitive personal and financial data and shall comply with applicable federal and state data-privacy and data-security laws, including but not limited to the Florida Information Protection Act of 2014 (Fla. Stat. § 501.171).

Upon the completion or termination of this engagement, Ridgepoint shall, at the direction of C&H, either (a) return all Confidential Information, including all copies, extracts, and summaries thereof, to C&H; or (b) securely destroy all Confidential Information, including all copies, extracts, and summaries thereof, and provide C&H with a written certification of such destruction. Notwithstanding the foregoing, Ridgepoint may retain one archival copy of its work product and related Confidential Information to the extent required by applicable professional standards, regulatory requirements, or its internal document-retention policies, provided that such retained materials remain subject to the confidentiality obligations of this Section 7.

SECTION 8: CONFLICTS OF INTEREST

Ridgepoint represents and warrants that it has conducted a thorough conflicts check in connection with this engagement and has identified no current engagement, client relationship, business affiliation, or other circumstance that would create an actual or potential conflict of interest with respect to the performance of services under this Engagement Letter.

Without limiting the generality of the foregoing representation, Ridgepoint specifically confirms that it has no current engagement with, and has not within the past twenty-four (24) months provided services to, any of the following persons or entities:

(a) Garza, Linden & Okafor LLP (counsel for the demand-letter claimant);

(b) Daniela M. Serrano (the former VHG employee on whose behalf the demand letter was sent);

(d) Pinnacle Indemnity Corp. (VHG's employment practices liability insurer); or

(e) Palomar Realty Partners LLC (the property owner of the Verimark Shores Clearwater location).

Ridgepoint shall promptly notify C&H in writing if any actual or potential conflict of interest arises during the course of this engagement, including but not limited to any new engagement, client relationship, or business affiliation that could reasonably be perceived as conflicting with Ridgepoint's obligations under this Engagement Letter. Upon such notification, C&H and VHG shall determine, in their sole discretion, whether the conflict can be waived or whether termination of this engagement is appropriate.

SECTION 9: INDEPENDENT CONTRACTOR STATUS

Ridgepoint is, and at all times during this engagement shall remain, an independent contractor and not an employee, agent, partner, or joint venturer of VHG or C&H. Nothing in this Engagement Letter shall be construed to create a joint venture, partnership, agency, or employment relationship between Ridgepoint and VHG or between Ridgepoint and C&H.

Ridgepoint shall have sole control over the manner and means by which the services described in this Engagement Letter are performed, subject to the general direction and oversight of C&H regarding the objectives and scope of the engagement. Ridgepoint shall be solely responsible for the compensation and benefits of its own employees and agents, and for the payment of all applicable taxes, including income taxes, employment taxes, and self-employment taxes.

Ridgepoint shall not hold itself out as an employee, agent, or representative of VHG or C&H, and shall have no authority to bind VHG or C&H to any obligation, contract, or commitment without prior written authorization.

SECTION 10: LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIDGEPOINT'S TOTAL AGGREGATE LIABILITY TO VHG AND C&H ARISING OUT OF OR RELATING TO THIS ENGAGEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF PROFESSIONAL FEES ACTUALLY PAID TO RIDGEPOINT UNDER THIS ENGAGEMENT LETTER.

IN NO EVENT SHALL RIDGEPOINT BE LIABLE TO VHG, C&H, OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THIS ENGAGEMENT, REGARDLESS OF WHETHER RIDGEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Ridgepoint's analysis, findings, and deliverables are based upon, and are necessarily limited by, the data, information, documents, and records provided to Ridgepoint by VHG, Luminos Payroll Solutions Inc., and C&H. Ridgepoint does not independently verify the accuracy, completeness, or authenticity of source data, and Ridgepoint shall not be liable for any errors, omissions, or inaccuracies in its analysis to the extent caused by errors, omissions, or inaccuracies in the source data or information provided to Ridgepoint. VHG represents that it will use reasonable efforts to provide Ridgepoint with complete and accurate data and information and will promptly advise Ridgepoint and C&H of any known errors or omissions in such data or information.

SECTION 11: GOVERNING LAW AND DISPUTE RESOLUTION

This Engagement Letter and all rights and obligations of the parties hereunder shall be governed by, construed in accordance with, and enforced under the laws of the State of Florida, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted in Miami, Florida, before a single arbitrator selected in accordance with the applicable rules. The arbitrator's decision shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with the arbitration, unless the arbitrator determines that the award of such costs and fees to the prevailing party is appropriate under the circumstances.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the breach or threatened breach of the confidentiality obligations set forth in Section 7 of this Engagement Letter, without the necessity of proving actual damages or posting a bond.

SECTION 12: MISCELLANEOUS

12.1 Entire Agreement. This Engagement Letter, together with Exhibit A (Ridgepoint Rate Schedule, to be attached), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter.

12.2 Amendment. This Engagement Letter may not be amended, modified, or supplemented except by a written instrument duly executed by all parties hereto.

12.3 Assignment. No party may assign or transfer this Engagement Letter or any of its rights or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this provision shall be null and void.

12.4 Notices. All notices, requests, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed duly given when delivered in person, sent by certified mail (return receipt requested, postage prepaid), or sent by nationally recognized overnight courier service to the following addresses:

If to C&H: Calderwood & Harkness LLP

Attn: Bernard Crawford, Responsible Partner

100 Southeast Second Street, Suite 3400 Miami, Florida 33131

If to VHG: Verimark Hospitality Group Inc.

Attn: Devin K. Arroyo, General Counsel

2400 Bayshore Boulevard, Suite 1100 Tampa, Florida 33629

If to Ridgepoint: Ridgepoint Advisory Group LLC

Attn: Dr. Alicia Tran, CPA, CFF, Principal

500 East Broward Boulevard, Suite 1050 Fort Lauderdale, Florida 33394

Any party may change its address for purposes of this Section 12.4 by giving written notice thereof to the other parties in accordance with this provision.

12.5 Counterparts and Electronic Signatures. This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile, email (including PDF), or other electronic transmission shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original signed copy.

12.6 Waiver. The failure of any party to enforce any provision of this Engagement Letter shall not constitute a waiver of such party's right to enforce such provision or any other provision in the future.

12.7 Severability. If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitrator, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Engagement Letter shall continue in full force and effect.

12.8 Headings. The section headings contained in this Engagement Letter are for convenience of reference only and shall not affect the meaning or interpretation of this Engagement Letter.

We look forward to working with you and your team on this engagement. If the foregoing terms are acceptable, please indicate your agreement by signing and returning a copy of this Engagement Letter at your earliest convenience. Please do not hesitate to contact Bernard Crawford at (305) 884-7215 or Nadia Petrov at (305) 884-7248 with any questions.

Sincerely,