Contract analysis

I. Summary of Engagement and Purpose of Memorandum Calderwood & Harkness LLP ("C&H" or the "Firm") has been asked to represent Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation publicly traded on the New York Stock Exchange under the ticker symbol VMRK, headquartered at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433, as borrower's counsel in connection with a proposed $700,000,000 s

II. Parties Searched The following is a complete list of all parties, affiliates, subsidiaries, and key individuals searched in connection with the conflicts check for the Proposed Refinancing. Searches were conducted against the Firm's New Business Intake system (the "NBI System") and supplemental sources as described in Section III below. A. Client / Borrower Verimark Hospitality Group Inc. ("VHG") • Entity Type: D

1. Ridgeline Capital Partners, LP • Entity Type: Delaware limited partnership • Business Description: CLO fund • Anticipated Commitment: $125,000,000 • Principal Contact: Jerome Alston, Portfolio Manager

2. Beacon Atlantic Credit Fund III • Entity Type: Cayman Islands exempted limited partnership • Business Description: Credit fund (direct lending and leveraged loan) • Anticipated Commitment: $100,000,000 • Principal Contact: Lina Marchenko, Senior Analyst

3. Tidewater Institutional Investors, Inc. • Entity Type: Connecticut corporation • Business Description: Insurance company investment arm • Anticipated Commitment: $75,000,000 • Principal Contact: Douglas Nettles, Head of Private Credit

4. Ironbridge Loan Management LLC • Entity Type: Delaware limited liability company • Business Description: CLO manager • Anticipated Commitment: $100,000,000 • Principal Contact: Catherine Volpe, Managing Director

5. Northway Savings Bank • Entity Type: Massachusetts state-chartered banking institution • Business Description: Regional bank; commercial lending • Anticipated Commitment: $75,000,000 • Principal Contact: Brian Kowalski, Senior Vice President, Commercial Lending

6. Copperleaf Asset Management, LP • Entity Type: Delaware limited partnership • Business Description: Credit hedge fund • Anticipated Commitment: $100,000,000 • Principal Contact: Samara Patel, Partner

7. Harborview Mutual Life Insurance Company • Entity Type: New York mutual insurance company • Business Description: Life insurer; fixed-income investment portfolio • Anticipated Commitment: $75,000,000 • Principal Contact: Franklin Yee, Chief Investment Officer

8. Crescent Harbor Bank, N.A. (in its capacity as a syndicate lender) • Anticipated Retained Commitment: $50,000,000 • (Searched in connection with its agent role; see Section II.B above) Total anticipated syndicate commitments across all lenders, including Crescent Harbor's retained portion: $700,000,000. F. Other Transaction Parties The following additional transaction parties were identified and searched:

1. Meridian Strauss Advisory LLC • Entity Type: Delaware limited liability company • Role in Transaction: Financial advisor to VHG • Principal Contact: Elise Cavanaugh, Managing Director • Office: 299 Park Avenue, 16th Floor, New York, NY 10171

2. Clearmont & Wharton LLP • Role in Transaction: VHG's independent registered public accounting firm • Office: 100 SE 2nd Street, Suite 3200, Miami, FL 33131 • Engagement Partner: Ronald Ashby, CPA

3. Kellaway Ratings Group ("KRG") • Entity Type: New York corporation • Role in Transaction: Rating agency; has assigned a BB- corporate family rating to VHG • Note: KRG may also be asked to rate the Term Loan B facility

4. Pinnacle Credit Services ("PCS") • Entity Type: New York corporation • Role in Transaction: Rating agency; has assigned a Ba3 corporate family rating to VHG • Note: PCS may also be asked to rate the Term Loan B facility

5. Continental Fidelity Title Company • Entity Type: Florida corporation • Role in Transaction: Title insurer for mortgaged hotel properties included in the collateral package • Office: 1221 Brickell Avenue, Suite 900, Miami, FL 33131

6. Atlantic Standard Trust Company • Role in Transaction: Indenture trustee under the indenture governing VHG's existing $245,000,000 aggregate principal amount of senior unsecured notes due 2028 (the "2028 Notes"); will be relevant to the extent the Credit Agreement includes covenants or intercreditor provisions relating to the 2028 Notes

III. Conflicts Database Search Methodology All conflicts searches described in this memorandum were conducted by the undersigned, with the assistance of the Firm's Conflicts and New Business Intake Department (the "Conflicts Team"), on April 4–5, 2022, using the Firm's NBI System. The NBI System is the Firm's centralized conflicts database of record and contains records of all current and former client representation

IV. Results of Conflicts Check Set forth below are the results of the conflicts check for each party and category of parties identified in Section II. Where a potential issue was identified, the analysis and recommended resolution are described in detail. Where no issue was identified, a summary conclusion is provided. A. Verimark Hospitality Group Inc. and Subsidiaries The NBI System was searched for Verimark Hospit

1. Ridgeline Capital Partners, LP. Ridgeline Capital Partners, LP was searched using its full legal name, short name, and known aliases. Jerome Alston (Portfolio Manager) was searched individually. No current or prior representations of Ridgeline Capital Partners, LP were identified in the NBI System. No matters adverse to Ridgeline were identified. The search for Jerome Alston returned no results. No personal confli

2. Beacon Atlantic Credit Fund III. Beacon Atlantic Credit Fund III was searched using its full legal name, short name, and the name of its general partner (to the extent known). Lina Marchenko (Senior Analyst) was searched individually. No current or prior representations of Beacon Atlantic Credit Fund III were identified in the NBI System. No matters adverse to Beacon Atlantic were identified. The search for Lina M

3. Tidewater Institutional Investors, Inc. Tidewater Institutional Investors, Inc. was searched using its full legal name, short name, and the name of its parent insurance company (to the extent known). Douglas Nettles (Head of Private Credit) was searched individually. No current or prior representations of Tidewater Institutional Investors, Inc. were identified in the NBI System. No matters adverse to Tidewater wer

4. Ironbridge Loan Management LLC. Ironbridge Loan Management LLC was searched using its full legal name, short name, and known aliases. Catherine Volpe (Managing Director) was searched individually. No current or prior representations of Ironbridge Loan Management LLC were identified in the NBI System. No matters adverse to Ironbridge were identified. The search for Catherine Volpe returned no results. No personal c

5. Northway Savings Bank. Northway Savings Bank was searched using its full legal name, short name, and the name of any known holding company. Brian Kowalski (Senior Vice President, Commercial Lending) was searched individually. No current or prior representations of Northway Savings Bank were identified in the NBI System. No matters adverse to Northway were identified. The search for Brian Kowalski returned no resul

6. Copperleaf Asset Management, LP. Copperleaf Asset Management, LP was searched using its full legal name, short name, and known aliases. Samara Patel (Partner) was searched individually. No current or prior representations of Copperleaf Asset Management, LP were identified in the NBI System. No matters adverse to Copperleaf were identified. The search for Samara Patel returned no results. No personal conflicts were

7. Harborview Mutual Life Insurance Company. Harborview Mutual Life Insurance Company was searched using its full legal name, short name, and known affiliated entities. Franklin Yee (Chief Investment Officer) was searched individually. No current or prior representations of Harborview Mutual Life Insurance Company were identified in the NBI System. No matters adverse to Harborview were identified. The search for Fran

8. Crescent Harbor Bank, N.A. (Retained Lender Commitment). Crescent Harbor's anticipated retained commitment of $50,000,000 on its own book was noted and considered as part of the analysis set forth in Section IV.B above. No additional conflicts arise from Crescent Harbor's dual role as agent and lender. The analysis and conclusions set forth in Section IV.B are fully applicable to Crescent Harbor in both capacities

I. Title Insurer — Continental Fidelity Title Company Continental Fidelity Title Company was searched in the NBI System using its full legal name and known office locations. No current or prior representations of Continental Fidelity Title Company were identified in the NBI System. No matters adverse to Continental Fidelity were identified. Continental Fidelity's role in the Transaction is limited to issuing title in

V. Engagement Team Personal Conflicts Declarations In accordance with Firm policy, personal conflict declaration forms were circulated to each member of the proposed C&H engagement team on April 4, 2022, and completed certifications were received from all team members on April 5, 2022. Each team member was asked to review the complete list of parties and individuals identified in Section II and to certify whether he

VI. Summary and Recommendation Based on the comprehensive conflicts check described in this memorandum, the undersigned reports the following conclusions:

1. Scope of Review. The conflicts check has been completed with respect to all identified parties to the Proposed Refinancing, their known affiliates and subsidiaries, key individuals associated with each party, and all members of the proposed Calderwood & Harkness engagement team. In total, searches were conducted for twenty-eight (28) entities and seventeen (17) individuals across the NBI System, adverse-party reco

2. No Conflicts Identified. No conflicts of interest—actual or potential—have been identified that would preclude the Firm from accepting the engagement to represent Verimark Hospitality Group Inc. as borrower's counsel in the proposed $700,000,000 senior secured Term Loan B refinancing. While the Firm has prior representations of two transaction parties (Crescent Harbor Bank, N.A. and Greystone Federal Credit Corp.)

3. No Waivers Required. No waivers, informed-consent letters, or ethics screens are required at this time in connection with the acceptance of this engagement.

4. Recommendation. The undersigned recommends that the engagement proceed, subject to (a) execution of the engagement letter by VHG (targeted for April 8, 2022), (b) completion of the Firm's standard know-your-client and anti-money laundering due diligence procedures, and (c) assignment of formal engagement number 1016-00009 in the Firm's matter management system.

5. Supplemental Checks. It is noted that the syndicate lender group identified in Section II.E represents the preliminary syndicate composition as of the date of this memorandum. If additional syndicate lenders or other transaction parties are identified during the course of the Transaction—particularly during the loan syndication process, which is expected to launch on or about June 6, 2022—supplemental conflict che

VII. Ongoing Monitoring Note The Conflicts and New Business Intake Department is hereby placed on notice that supplemental conflict checks may be required in connection with this engagement as the Transaction progresses. Specifically: Syndication Period. The syndication of the $700,000,000 Term Loan B facility is expected to launch on or about June 6, 2022. During the syndication period, Crescent Harbor (as lead arra

VIII. Approval The undersigned respectfully requests that the Responsible Partner and Billing Partner review and approve the conclusions and recommendations set forth in this memorandum, and that the General Counsel's Office acknowledge receipt in accordance with Firm policy. PREPARED BY: ________________________________________ Sophie Tremblay Lead Associate, Banking & Finance Calderwood & Harkness LLP Date: April 5