Contract analysis

1. Introduction and Purpose We are pleased to write to confirm the successful completion of Calderwood & Harkness LLP's representation of Verimark Hospitality Group Inc. ("VHG" or the "Company") as borrower's counsel in connection with the Company's $700,000,000 Senior Secured Term Loan B Refinancing (the "Transaction"). This letter serves as our formal engagement wrap-up communication and accompanies the final invoi

2. Summary of the Transaction By way of brief recitation, the Transaction involved VHG's entry into a $700,000,000 Senior Secured Term Loan B credit facility (the "New TLB") with Crescent Harbor Bank, N.A. serving in the capacities of Administrative Agent, Collateral Agent, Lead Arranger, and Sole Bookrunner. The principal economic and structural terms of the New TLB are summarized as follows: Facility Amount: $700,0

3. Key Protective Provisions Negotiated In the course of our representation, we negotiated a number of important protective provisions on behalf of VHG that provide the Company with enhanced flexibility for future financing activities and strategic transactions. We highlight the following key provisions: Most Favored Nation ("MFN") Provision. The Credit Agreement contains an MFN provision applicable to incremental te

4. Key Dates and Milestones Achieved For your records, and to supplement the timeline maintained by VHG's in-house team, the following is a summary of the key dates and milestones achieved during the course of the engagement: The engagement was completed on schedule within approximately three and one-half months from the opening of the matter through closing, and all post-closing items were delivered within the timef

5. Scope of Work Performed The following is a comprehensive summary of the legal services rendered by Calderwood & Harkness LLP during the course of this engagement: (a) Negotiation and Drafting of Credit Agreement and Ancillary Loan Documents. We prepared and negotiated the Credit Agreement through multiple rounds of mark-up with agent's counsel, Whitfield Gage & Partridge LLP. In addition to the Credit Agreement it

6. Engagement Team The following Calderwood & Harkness LLP attorneys were assigned to and worked on this matter: Ian Blackwood — Responsible Partner, Banking & Finance. Mr. Blackwood served as the lead relationship partner responsible for overall engagement management, negotiation strategy, and client communication throughout the Transaction. Stephanie Okafor — Billing Partner, Banking & Finance. Ms. Okafor served as

7. Final Invoice Summary Enclosed with this letter please find the final invoice for Engagement No. 1016-00009 (the "Final Invoice"). This invoice covers all professional fees and disbursements incurred through the completion of all post-closing deliverables on August 5, 2022. A summary of the billing is set forth below: Billing Rates Applied: Fee and Disbursement Summary: The foregoing Grand Total of $3,043,000.00 i

8. Closing Binder and Document Retention A complete closing binder has been compiled, indexed as of August 5, 2022, containing executed versions of all Transaction documents, including the Credit Agreement and all amendments thereto, the Guarantee Agreement, the Pledge and Security Agreement, the Amended and Restated Intercreditor Agreement, Promissory Notes, the Perfection Certificate, all corporate authorizations (

9. Ongoing Matters and Reminders With the completion of all post-closing deliverables and the submission of our Final Invoice, Calderwood & Harkness LLP's engagement in this matter is now formally concluded. We wish to clarify that the firm has no ongoing obligation to monitor VHG's compliance with the Credit Agreement, update or supplement the legal opinions delivered at closing, advise on post-closing covenant comp

10. Acknowledgment and Appreciation In closing, we wish to express our sincere appreciation for VHG's confidence in retaining Calderwood & Harkness LLP as borrower's counsel in connection with this significant refinancing transaction. The Transaction was successfully completed on schedule, within approximately three and one-half months from the opening of the engagement on April 4, 2022 through the simultaneous signi