Contract analysis

I. PURPOSE AND SCOPE OF REVIEW This memorandum summarizes Calderwood & Harkness LLP's ("C&H" or the "Firm") legal review of the draft Confidential Information Memorandum (the "CIM" or "Draft CIM") prepared by Crescent Harbor Bank, N.A. ("Crescent Harbor" or the "Arranger"), in its capacity as Lead Arranger and Bookrunner, for distribution to prospective lenders in connection with the syndication of the $700,000,000 S

II. SUMMARY OF KEY COMMENTS AND RECOMMENDATIONS Set forth below is an overview of the fourteen (14) substantive comments identified by C&H during its legal review of the Draft CIM. These comments are organized into the following categories for ease of reference and tracking: (A) Transaction Structure and Terms (Comments 1–8) (B) Description of the Borrower and Guarantors (Comments 9–10) (C) Collateral and Security (C

III. TRANSACTION STRUCTURE AND TERMS — COMMENTS A. Description of the Facility Comment 1 — Facility Size and Single-Draw Confirmation The Draft CIM describes the Facility as a "$700,000,000 Senior Secured Term Loan B." C&H has confirmed that this description is consistent with the Commitment Letter dated May 27, 2022 and the Draft Credit Agreement. However, the Draft CIM does not affirmatively state that the Facility

IV. DESCRIPTION OF THE BORROWER AND GUARANTORS — COMMENTS A. Borrower Description Comment 9 — Entity Details and Officer Listings C&H has reviewed the description of the Borrower contained in the Draft CIM (pages 18–32) and recommends that VHG's in-house legal team verify the accuracy of the following entity details: • Legal Name: Verimark Hospitality Group Inc. • Jurisdiction of Incorporation: State of Delaware • St

1. Verimark Resort Properties LLC — a Delaware limited liability company; owns 42 of the 74 hotel properties in VHG's portfolio; direct wholly owned subsidiary of VHG.

2. VHG Management Services Inc. — a Delaware corporation; hotel management subsidiary providing management services for all 74 properties; direct wholly owned subsidiary of VHG.

3. Verimark Convention Holdings LLC — a Delaware limited liability company; convention center and event space subsidiary; direct wholly owned subsidiary of VHG.

4. Palmetto Beachfront Hotels LLC — a Florida limited liability company; owns and operates 12 coastal resort properties in the State of Florida; direct wholly owned subsidiary of VHG.

5. Cascadia Hospitality Corp. — a Delaware corporation; owns and operates 8 hotel properties in the Pacific Northwest (Washington and Oregon); direct wholly owned subsidiary of VHG. However, the organizational chart on page 25 incorrectly depicts Cascadia Hospitality Corp. as a wholly owned subsidiary of Verimark Resort Properties LLC (shown as a second-tier subsidiary) rather than as a direct subsidiary of VHG (i.e.

V. COLLATERAL AND SECURITY — COMMENTS A. Collateral Package Description Comment 11 — Pari Passu Sharing Arrangement with RCF The Draft CIM (pages 33–36) describes the collateral package securing the TLB, which comprises a first-priority lien on substantially all assets of VHG and the Guarantors. C&H has reviewed this description and confirms that it is generally consistent with the Commitment Letter and the Draft Cre

VI. FINANCIAL INFORMATION — COMMENTS A. Historical Financials The Draft CIM includes a detailed presentation of VHG's historical financial results for FY2019, FY2020, and FY2021, as well as quarterly results for Q1 2022. C&H's review of the historical financial section is limited to confirming that the FY2021 financial highlights are consistent with VHG's audited financial statements and public filings. C&H has confi

VII. MATERIAL CONTRACTS AND LITIGATION — COMMENTS A. Material Contracts Comment 13 — Material Contract Disclosure The Draft CIM includes a brief summary of VHG's material contracts (pages 55–58). C&H recommends that this section be expanded to provide a more complete description of material contracts, consistent with the standard of disclosure provided by VHG in its SEC filings. The CIM is the primary document that p

VIII. RISK FACTORS — COMMENTS The Draft CIM includes a risk factors section (pages 62–70) that identifies certain risks associated with an investment in the TLB. C&H has reviewed this section and recommends the following additions and modifications to ensure that the risk factors are comprehensive and consistent with the risks identified in VHG's public filings and the Draft Credit Agreement: (a) Hospitality Industry

IX. RULE 10b-5 / SECURITIES LAW CONSIDERATIONS A. VHG's Status as a Public Company VHG is a publicly traded company whose common stock is listed on the New York Stock Exchange under the ticker symbol VMRK. While Rule 10b-5 of the Securities Exchange Act of 1934 applies most directly in the context of the purchase or sale of securities, there is a recognized risk that prospective lenders who are also equity holders of

X. DISCLAIMER AND CONFIDENTIALITY LANGUAGE — COMMENTS Comment 14 — Enhancement of Confidentiality and Disclaimer Legend The Draft CIM includes a confidentiality and disclaimer legend on pages 1–2. C&H has reviewed this legend and believes it is generally adequate but should be enhanced in the following respects: (a) Confidentiality Agreement Requirement. The legend should include an explicit statement that the CIM is

XI. LENDER PRESENTATION COORDINATION The CIM will serve as the primary syndication document for the June 6, 2022 syndication launch. Following the distribution of the CIM, Crescent Harbor's syndication desk (in coordination with VHG management) has scheduled lender presentations for the week of June 13–17, 2022. These presentations will include a management presentation by Marcus Delvecchio (CEO), Renata Haines (CFO)

XII. SYNDICATE LENDER IDENTIFICATION The CIM will be distributed to the following prospective and committed syndicate lenders, among others, as identified by Crescent Harbor's syndication desk: Crescent Harbor Bank, N.A. is retaining $50,000,000 on its own book, with the remaining $650,000,000 to be allocated among the syndicate lenders listed above and any additional lenders that may be added to the syndicate prior

XIII. NEXT STEPS AND ACTION ITEMS Set forth below is a summary of the key action items identified in this memorandum, together with the responsible party and deadline for each: C&H remains available to discuss any of the foregoing comments or action items at the parties' earliest convenience. Please do not hesitate to contact Sophie Tremblay (212-558-XXXX; stremblay@calderwoodharkness.com) or Daniel Obi (212-558-XXXX

XIV. APPENDIX — SUMMARY TABLE OF COMMENTS The following table provides a consolidated summary of all fourteen (14) substantive comments identified in this memorandum: Summary of Priority Levels: • High Priority: Comments 2, 3, 4, 6, 8, 9, 10, 11, 12, 13 (10 comments) • Medium Priority: Comments 1, 5, 7, 14 (4 comments) All fourteen comments should be addressed before the CIM is finalized and distributed. High-priorit