Contract analysis

Section 1: Transaction Overview and Closing Summary Transaction Description. This Closing Agenda relates to the simultaneous signing and closing of a $700,000,000 Senior Secured Term Loan B Credit Facility (the "Facility" or the "TLB") among Verimark Hospitality Group Inc., a Delaware corporation ("VHG" or the "Borrower"), as borrower, the Guarantors party thereto (as identified in Section 2.3 below), Crescent Harbor

Section 2: Participating Parties and Contacts 2.1 Borrower. Verimark Hospitality Group Inc. A Delaware corporation Headquarters: 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 NYSE Ticker: VMRK Employer Identification Number (EIN): 82-3741956 Delaware File Number: 7291843 Signing Officers: Marcus Delvecchio — Chief Executive Officer Renata Haines — Chief Financial Officer Priya Narayanan — General Cou

1. Verimark Resort Properties LLC — a Delaware limited liability company ("VRP")

2. VHG Management Services Inc. — a Delaware corporation ("VHG Mgmt")

3. Verimark Convention Holdings LLC — a Delaware limited liability company ("VCH")

4. Palmetto Beachfront Hotels LLC — a Florida limited liability company ("Palmetto")

5. Cascadia Hospitality Corp. — a Delaware corporation ("Cascadia") Each Guarantor executes through authorized officers of VHG or the applicable subsidiary manager, as the case may be, whose authority is certified in the Omnibus Secretary's Certificate delivered at closing and described in Section 11 of this Closing Agenda. VHG serves as the sole member or managing member of each of VRP, VCH, and Palmetto, and as the

Section 3: Sequence of Closing Events The following sets forth the detailed, step-by-step sequence of events for the closing of the Facility. All times are Eastern Time. The Closing Coordinator (Sophie Tremblay, Calderwood & Harkness LLP) will confirm the completion of each step in real time via email to the distribution list of all parties and their counsel. Pre-Closing Steps (Prior to July 21, 2022) Step 1 — Circul

Section 4: Conditions Precedent Checklist — Summary Confirmation The following table summarizes the conditions precedent to the initial borrowing under Section 4.01 of the Credit Agreement and confirms the satisfaction of each such condition precedent as of the Closing Date. All items have been reviewed and confirmed by Calderwood & Harkness LLP (as Borrower's Counsel) and Whitfield Gage & Partridge LLP (as Agent's C

Section 5: Post-Closing Deliverables Summary The following post-closing deliverables are required to be delivered by VHG to the Administrative Agent and the Collateral Agent pursuant to the Post-Closing Letter Agreement executed on the Closing Date. The deadline for delivery of all post-closing items is August 5, 2022. Mortgages and Deeds of Trust. VHG and the applicable Guarantor subsidiaries are required to execute

Section 6: Index of Executed Signature Pages The following table provides an index of all executed signature pages compiled in this Closing Agenda and Signature Pages Package, organized by tab designation, with cross-references to the applicable executing parties: All signature pages were delivered in PDF format via email on July 21, 2022 and are compiled herein in the order set forth above. Original wet-ink signatur

Section 7: Tab A — Credit Agreement Signature Pages 7.1 Borrower Signature Page The following constitutes the signature page of the Borrower to the Credit Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent, Collateral Agent, Lead Arranger and Bookrunner, and the Lenders party thereto. VERIMARK HOSPI

Section 8: Tab B — Guarantee Agreement Signature Pages The following constitute the signature pages of each Guarantor to the Guarantee Agreement dated as of July 21, 2022, among the Guarantors and Crescent Harbor Bank, N.A., as Administrative Agent, pursuant to which each Guarantor unconditionally guarantees the payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan D

Section 9: Tab C — Pledge and Security Agreement Signature Pages The following constitute the signature pages to the Pledge and Security Agreement dated as of July 21, 2022, among Verimark Hospitality Group Inc., each Guarantor, and Crescent Harbor Bank, N.A., as Collateral Agent. Pursuant to the Pledge and Security Agreement, VHG and each Guarantor grant to the Collateral Agent, for the ratable benefit of the Secure

Section 10: Tab D — Amended and Restated Intercreditor Agreement Signature Pages The following constitute the signature pages to the Amended and Restated Intercreditor Agreement dated as of July 21, 2022, among Crescent Harbor Bank, N.A. in its capacities as Administrative Agent under the Term Loan B Credit Agreement and as Administrative Agent under the $400,000,000 Revolving Credit Facility, acknowledged by Verimar

Section 11: Tab E — Omnibus Secretary's Certificate Signature Page The following constitutes the signature page to the Omnibus Secretary's Certificate dated as of July 21, 2022, executed by Priya Narayanan in her capacity as Corporate Secretary of Verimark Hospitality Group Inc. The Omnibus Secretary's Certificate certifies, for VHG and each Guarantor subsidiary (Verimark Resort Properties LLC, VHG Management Service

Section 12: Tab F — Incumbency Certificate Signature Page The following constitutes the signature page to the Incumbency Certificate dated as of July 21, 2022, executed by Priya Narayanan in her capacity as Corporate Secretary of Verimark Hospitality Group Inc. The Incumbency Certificate certifies the names, titles, and specimen signatures of the following authorized officers of VHG, each of whom is authorized to exe

1. Marcus Delvecchio — Chief Executive Officer

2. Renata Haines — Chief Financial Officer

3. Priya Narayanan — General Counsel & Corporate Secretary

4. Glenn Fischbach — Treasurer VERIMARK HOSPITALITY GROUP INC. By: ________ Name: Priya Narayanan Title: General Counsel & Corporate Secretary Date: July 21, 2022 [Signature Page to Incumbency Certificate]

Section 13: Tab G — Officer's Closing Certificate Signature Pages The following constitute the signature pages to the Officer's Closing Certificate dated as of July 21, 2022, executed jointly by Renata Haines, Chief Financial Officer, and Priya Narayanan, General Counsel, of Verimark Hospitality Group Inc. The Officer's Closing Certificate certifies that: (i) the representations and warranties of the Borrower and eac

Section 14: Tab H — Solvency Certificate Signature Page The following constitutes the signature page to the Solvency Certificate dated as of July 21, 2022, executed by Renata Haines, Chief Financial Officer of Verimark Hospitality Group Inc. The Solvency Certificate certifies that, as of the Closing Date and after giving effect to the incurrence of the $700,000,000 Term Loan B facility, the repayment in full of the $

Section 15: Tab I — Compliance Certificate (Initial Delivery) Signature Page The following constitutes the signature page to the Compliance Certificate — Initial Delivery dated as of July 21, 2022, executed by Renata Haines, Chief Financial Officer of Verimark Hospitality Group Inc. The Compliance Certificate certifies pro forma compliance with the maximum Total Net Leverage Ratio financial covenant set forth in Sect

Section 16: Tab J — Perfection Certificate Signature Page The following constitutes the signature page to the Perfection Certificate dated as of July 21, 2022, executed by an authorized officer of Verimark Hospitality Group Inc. The Perfection Certificate identifies, for VHG and each Guarantor (Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, Palmetto Beachfront Hotels L

Section 17: Tab K — Opinion Backup Certificate Signature Page The following constitutes the signature page to the Opinion Backup Certificate dated as of July 21, 2022, executed by Priya Narayanan, General Counsel of Verimark Hospitality Group Inc. The Opinion Backup Certificate provides certain factual representations made by VHG to be relied upon by Calderwood & Harkness LLP in connection with the delivery of the Bo

Section 18: Tab L — Borrowing Request (Initial Drawdown) Signature Page The following constitutes the signature page to the Borrowing Request — Initial Drawdown dated as of July 21, 2022, executed by Glenn Fischbach, Treasurer of Verimark Hospitality Group Inc. The Borrowing Request is delivered pursuant to Section 2.02 of the Credit Agreement and requests the drawdown of the full $700,000,000 Term Loan B on July 21,

Section 19: Tab M — Post-Closing Letter Agreement Signature Pages The following constitute the signature pages to the Post-Closing Letter Agreement dated as of July 21, 2022, between Verimark Hospitality Group Inc. and Crescent Harbor Bank, N.A., as Administrative Agent. The Post-Closing Letter Agreement specifies the deliverables that the Borrower has agreed to deliver following the Closing Date, including: (i) mort

1. Payoff Wire — Greystone Federal Credit Corp.: Wire transfer of $627,916,667 to the account designated in the Payoff Letter finalized July 19, 2022, at the ABA routing number, account number, and beneficiary reference specified therein. Wire initiated by the Administrative Agent at approximately 2:00 PM ET on July 21, 2022; confirmed received by Marion Stillwell (Greystone) at approximately 2:25 PM ET.

2. Arrangement Fee — Crescent Harbor Bank, N.A.: Wire transfer of $3,500,000 credited to the fee account designated by the Administrative Agent.

3. Advisory Fee — Meridian Strauss Advisory LLC: Wire transfer of $1,400,000 to the account specified in the Meridian Strauss engagement letter.

4. Legal and Closing Costs: Wire transfers aggregating approximately $3,200,000 to the accounts designated by Calderwood & Harkness LLP, Whitfield Gage & Partridge LLP, Continental Fidelity Title Company, and other service providers, in accordance with the fee allocation schedule.

5. Net Proceeds — VHG Operating Account: Credit of approximately $60,483,333 to VHG's operating account at Crescent Harbor Bank, N.A. (Account ending in -4782). All wire transfers were confirmed completed on July 21, 2022. Appendix D: Confirmation of Filing / Recording Actions Taken at Closing The following filing and recording actions were taken on or about the Closing Date in connection with the perfection of the C

1. Delaware Secretary of State: UCC-1 Financing Statements filed on July 21, 2022, naming the following entities as debtors and Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party: (a) Verimark Hospitality Group Inc. (b) Verimark Resort Properties LLC (c) VHG Management Services Inc. (d) Verimark Convention Holdings LLC (e) Cascadia Hospitality Corp.

2. Florida Secured Transaction Registry: UCC-1 Financing Statement filed on July 21, 2022, naming Palmetto Beachfront Hotels LLC as debtor and Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party. UCC-3 Termination Statements — Existing Greystone Liens:

3. Delaware Secretary of State and applicable state offices: UCC-3 Termination Statements filed on July 21, 2022, terminating all existing UCC-1 Financing Statements naming Greystone Federal Credit Corp. (or its designee) as secured party with respect to VHG and each Guarantor, in connection with the full repayment and satisfaction of the Existing Facility. intellectual Property Security Agreement Filings:

4. United States Patent and Trademark Office (USPTO): Security agreement filings recorded in July 2022, evidencing the security interests of Crescent Harbor Bank, N.A. (as Collateral Agent) in the registered trademarks and patents of VHG and the Guarantors.

5. United States Copyright Office: Security agreement filings recorded in July 2022, evidencing the security interests of Crescent Harbor Bank, N.A. (as Collateral Agent) in the registered copyrights of VHG and the Guarantors. Mortgage Recordings — Deferred to Post-Closing:

6. Mortgage and deed of trust recordings for the forty-two (42) hotel properties in twelve (12) states are deferred to the post-closing period in accordance with the Post-Closing Letter Agreement. The deadline for completion of all mortgage recordings is August 5, 2022. Calderwood & Harkness LLP, in coordination with local counsel in each applicable jurisdiction, will manage the recording process and deliver recordin