Contract analysis

1. Recitals and Background Reference is hereby made to that certain Credit Agreement, dated as of February 14, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of September 30, 2020, that certain Second Amendment to Credit Agreement, dated as of June 15, 2021, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among

2. Payoff Date The anticipated date on which the payoff of all Obligations under the Existing Credit Agreement will be consummated is July 21, 2022 (the "Payoff Date"). All amounts set forth in this Payoff Letter have been calculated assuming receipt by the Existing Agent of all payoff funds in immediately available funds (United States dollars) no later than 2:00 p.m. (New York City time) on July 21, 2022. If funds

3. Payoff Amounts Set forth below is a detailed breakdown of all amounts required to be paid to the Existing Agent on the Payoff Date in order to fully satisfy and discharge all Obligations of the Loan Parties under the Existing Credit Agreement and the related Loan Documents. Each component of the payoff is described separately below. 3.1 Outstanding Principal The original principal amount of the Term Loan B funded

4. Wire Transfer Instructions All payoff funds constituting the Total Payoff Amount shall be remitted by wire transfer of immediately available funds (United States dollars) to the following account maintained by the Existing Agent: Bank Name: Greystone Federal Credit Corp. ABA Routing Number: 021-207-614 Account Name: Greystone Federal Credit Corp. — Agency Services Payoff Account Account Number: 8847-2031-5590 Refe

5. Release of Liens and Security Interests Upon receipt by the Existing Agent of the Total Payoff Amount in full, in immediately available funds, on the Payoff Date (or such later date as may be agreed in writing by the Existing Agent), the following shall occur: (a) Satisfaction and Discharge. All Obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the related Loan Documents (inclu

6. Confirmation of Discharge; No Further Obligations Upon receipt of the Total Payoff Amount in full, the Existing Agent shall promptly (and in any event within two (2) Business Days following the Payoff Date) deliver a written confirmation to the Borrower and its counsel, Calderwood & Harkness LLP (with a copy to Crescent Harbor Bank, N.A., as the New Agent), confirming (a) receipt of funds constituting the Total Pa

7. Direction to Existing Lenders The Existing Agent, acting in its capacity as administrative agent and collateral agent under the Existing Credit Agreement and pursuant to the authority granted to it thereunder, hereby directs that all payoff proceeds received by the Existing Agent on the Payoff Date shall be applied to the Obligations of the Borrower under the Existing Credit Agreement in accordance with the waterf

8. Representations and Reservations The Existing Agent hereby represents and confirms that, to the best of its knowledge and based on its books and records as of the date hereof, the amounts set forth in this Payoff Letter (subject to confirmation of the exact accrued interest amount on the Payoff Date as described herein) constitute all amounts necessary to satisfy in full all Obligations of the Borrower and the Gua

9. Governing Law This Payoff Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would require or permit the application of the laws of any other jurisdiction. Each party hereto consents to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City and State of

10. Counterparts and Delivery This Payoff 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. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission or by electronic transmission in portable document format (PDF) or other electronic imaging means shall be effective as

1. A pre-advice notification of the wire transfer must be sent to Marion Stillwell at the telephone number and email address set forth above no later than one (1) Business Day prior to the anticipated Payoff Date. The pre-advice should include the anticipated wire amount, the date of the wire, and the Fedwire reference number or IMAD number, if available.

2. Upon initiation of the wire transfer, the wire originator should promptly confirm such initiation by telephone to Marion Stillwell at (212) 554-7856 and by email to mstillwell@greystonefcc.com, providing the Fedwire reference number, the exact wire amount, and the date and time of initiation.

3. All wire transfers must be sent as Fedwire transfers denominated in United States Dollars. ACH transfers, check payments, and other non-Fedwire payment methods will not be accepted.

4. The wire reference field (OBI field) should clearly identify the transaction as: "Verimark Hospitality Group Inc. / CUSIP 92347LAA0 / Payoff — July 21, 2022."

5. In the event of any difficulty in initiating or completing the wire transfer, the wire originator should contact Marion Stillwell immediately at the telephone number set forth above. IMPORTANT: The wire transfer instructions set forth in this Exhibit B are subject to the terms and conditions of the Payoff Letter to which this Exhibit B is attached. In the event of any discrepancy between the wire transfer instruct