Contract analysis

1. Commitments Crescent Harbor Bank, N.A. hereby commits to provide one hundred percent (100%) of the $700,000,000 Term Loan B Facility, on the terms and subject to the conditions set forth herein and in the Term Sheet. Crescent Harbor Bank, N.A.'s commitment hereunder is to underwrite the entire $700,000,000 aggregate principal amount of the Facility, with the understanding and expectation that Crescent Harbor Bank,

2. Titles and Roles Crescent Harbor Bank, N.A. will act as sole Administrative Agent for the Facility, performing all duties and exercising all rights customarily associated with such role under credit facilities of this type and nature, including the administration of the credit agreement, the coordination of borrowings, the calculation and distribution of interest and principal payments, the maintenance of the regi

3. Syndication Crescent Harbor Bank, N.A. reserves the right, at any time prior to or after the Closing Date, to syndicate all or a portion of its commitment under the Facility to a group of institutional lenders (each, a "Lender" and, collectively, the "Lenders") identified and selected by Crescent Harbor Bank, N.A. in consultation with VHG. VHG shall have the right to approve or disapprove any proposed Lender, such

4. Information VHG hereby represents and warrants to Crescent Harbor Bank, N.A. that: (a) all written information (other than projections, estimates, and forward-looking statements) that has been or will be provided by or on behalf of VHG to Crescent Harbor Bank, N.A. in connection with the Facility and the transactions contemplated hereby, including the VHG KYC Package dated April 15, 2022, financial statements, and

5. Conditions Precedent The commitments of Crescent Harbor Bank, N.A. hereunder, and the obligation of Crescent Harbor Bank, N.A. to fund the Facility on the Closing Date, are subject to the satisfaction (or waiver by Crescent Harbor Bank, N.A.) of each of the following conditions precedent: (a) Definitive Documentation. The negotiation, execution, and delivery of the Definitive Documentation, including the Credit Ag

6. Indemnification and Expenses VHG agrees to indemnify and hold harmless Crescent Harbor Bank, N.A. and each of its affiliates, and the respective directors, officers, employees, agents, advisors, and other representatives of each of the foregoing (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, the reasonable and documen

7. Confidentiality This Commitment Letter, the Fee Letter, the Flex Letter, and the contents thereof (collectively, the "Confidential Information") are confidential and, except as otherwise provided herein, shall not be disclosed by VHG or any of its affiliates to any person or entity without the prior written consent of Crescent Harbor Bank, N.A. Notwithstanding the foregoing, VHG may disclose the Confidential Infor

8. Limitation of Liability In no event shall Crescent Harbor Bank, N.A. or any of its affiliates, or the respective directors, officers, employees, agents, advisors, or other representatives of any of the foregoing, be liable to VHG or any of its affiliates for any indirect, special, incidental, consequential, or punitive damages (including, without limitation, any loss of profits, business, or anticipated savings) a

9. Absence of Fiduciary Relationship VHG acknowledges and agrees that: (a) Crescent Harbor Bank, N.A. is acting solely in the capacity of an arm's-length contractual counterparty to VHG with respect to the Facility and the transactions contemplated hereby, and not as a financial advisor, agent, or fiduciary of VHG or any of its affiliates, stockholders, creditors, or any other person. Crescent Harbor Bank, N.A. has n

10. Termination The commitments of Crescent Harbor Bank, N.A. hereunder shall terminate automatically, without further action by any party, upon the earliest to occur of: (a) 11:59 p.m. (New York City time) on September 30, 2022, if the Closing Date shall not have occurred by such date (the "Commitment Termination Date"); (b) the closing and funding of the Facility (at which point the commitments of Crescent Harbor B

11. Governing Law and Jurisdiction This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law). Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, C

12. Miscellaneous This Commitment Letter may not be assigned by VHG without the prior written consent of Crescent Harbor Bank, N.A. (and any purported assignment without such consent shall be null and void). Crescent Harbor Bank, N.A. may assign all or a portion of its commitments hereunder in connection with the syndication of the Facility in accordance with Section 3 hereof without the consent of VHG; provided that

I. PARTIES. Borrower: Verimark Hospitality Group Inc., a corporation organized and existing under the laws of the State of Delaware; listed on the New York Stock Exchange under the ticker symbol "VMRK"; Employer Identification Number: 82-3741956; Delaware File Number: 7291843; principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433. Guarantors: Each of the following material domest

II. FACILITY. Type: Senior Secured Term Loan B. Amount: $700,000,000. CUSIP: 92347LAB8. Crescent Harbor Internal Loan Number: CHB-LF-2022-07814.

III. PURPOSE. The proceeds of the Facility will be used as follows: (i) to refinance in full the Existing Facility — the $625,000,000 senior secured Term Loan B credit facility (CUSIP: 92347LAA0) with Greystone Federal Credit Corp. as administrative agent, originally closed on February 14, 2020, with outstanding principal at payoff of approximately $621,875,000; (ii) to fund up to $75,000,000 for permitted acquisitio

IV. INTEREST RATE Applicable Margin: Adjusted Term SOFR plus 375 basis points (3.75%) per annum. Benchmark: Adjusted Term SOFR, calculated as CME Term SOFR (as published by CME Group Benchmark Administration Limited, or a successor administrator, on the applicable screen page designated by the Administrative Agent) plus a credit spread adjustment as follows: SOFR Floor: 0.50%. In no event shall Adjusted Term SOFR (in

V. ORIGINAL ISSUE DISCOUNT OID: 1.00% of par, representing a 99.00 issue price. Dollar OID: $7,000,000. Net Funding Amount: $693,000,000 (representing $700,000,000 in aggregate principal amount less $7,000,000 in OID).

VI. MATURITY. Maturity Date: July 21, 2029, being the date that is seven (7) years from the expected Closing Date of July 21, 2022. All outstanding principal, together with all accrued and unpaid interest and all other amounts owing under the Facility, shall be due and payable in full on the Maturity Date.

VII. AMORTIZATION. The Facility shall amortize at a rate of 1.00% per annum of the original principal amount, payable in equal quarterly installments. Quarterly Amortization Payment: $1,750,000 ($700,000,000 × 1.00% ÷ 4), payable on the last business day of each fiscal quarter, commencing with the first full fiscal quarter ending after the Closing Date. Balloon Payment at Maturity: $651,000,000, representing the orig

VIII. REPRICING PROTECTION (SOFT CALL) Period: Six (6) months from the Closing Date (July 21, 2022 through January 21, 2023). Premium: 1.00% of the principal amount prepaid or repriced, if the Term Loan B Facility is voluntarily prepaid, refinanced, or repriced (including by way of amendment) at a lower effective yield within six (6) months of the Closing Date, in each case in connection with a repricing transaction.

IX. VOLUNTARY PREPAYMENT VHG may, at its option, prepay the Term Loan B in whole or in part at par (after the expiration of the repricing protection period described in Section VIII above), without premium or penalty, subject to: (a) customary breakage costs, if any, resulting from prepayment on a date other than the last day of an applicable interest period; and (b) minimum prepayment amounts and notice periods to b

X. MANDATORY PREPAYMENT The Credit Agreement shall contain customary mandatory prepayment provisions, including the following: (a) Asset Sales: 100% of net cash proceeds from asset sales (subject to customary reinvestment rights and a threshold to be agreed in the Definitive Documentation); (b) Debt Issuances: 100% of net cash proceeds from the issuance of debt (other than permitted debt) by VHG or any of its subsidi

XI. MOST FAVORED NATION (MFN) PROVISION Applicability: The MFN provision shall apply to any incremental term loans incurred under the Credit Agreement within eighteen (18) months following the Closing Date (i.e., from July 21, 2022 through January 21, 2024, the "MFN Sunset Date"). MFN Threshold: If any incremental term loan is incurred during the MFN period with an effective yield (taking into account the applicable

XII. INCREMENTAL FACILITIES The Credit Agreement will permit VHG to incur incremental term loans and/or increase revolving commitments in an aggregate principal amount subject to a combined capacity consisting of a fixed dollar basket and a leverage-based grower basket, in each case on terms and subject to conditions to be agreed in the Definitive Documentation. Any incremental term loans incurred during the MFN peri

XIII. SECURITY / COLLATERAL The Facility shall be secured by a valid and perfected first-priority lien (pari passu with the liens securing VHG's existing $400,000,000 revolving credit facility, for which Crescent Harbor Bank, N.A. also serves as administrative agent and collateral agent) on substantially all assets of VHG and the Guarantors, including: (a) Real Property: Fee simple and leasehold interests in forty-tw

XIV. INTERCREDITOR ARRANGEMENT VHG, Crescent Harbor Bank, N.A. (as agent under the Term Loan B Facility), and Crescent Harbor Bank, N.A. (as agent under the $400,000,000 revolving credit facility) shall enter into an Amended and Restated Intercreditor Agreement governing the pari passu sharing of first-lien collateral between the Term Loan B Facility and the revolving credit facility, including provisions relating to

XV. FINANCIAL COVENANTS Maximum Total Net Leverage Ratio: 4.5x, tested quarterly on a trailing four-quarter basis. Springing Nature: The financial covenant shall only be tested on any quarterly test date when the aggregate revolving credit exposure (consisting of revolving loans and letters of credit outstanding) exceeds 35% of the total revolving commitments under VHG's existing $400,000,000 revolving credit facilit

XVI. REPRESENTATIONS AND WARRANTIES The Credit Agreement shall contain representations and warranties customary for facilities of this type and nature, including representations as to: organization and authority; due authorization, execution, and delivery; enforceability; financial statements; no material adverse change; litigation; compliance with laws; payment of taxes; ERISA compliance; environmental matters; inte

XVII. AFFIRMATIVE COVENANTS The Credit Agreement shall contain affirmative covenants customary for facilities of this type, including requirements to: deliver annual audited financial statements (audited by Clearmont & Wharton LLP) within 90 days of fiscal year end and quarterly unaudited financial statements within 45 days of each fiscal quarter end; deliver compliance certificates concurrently with annual and quart

XIX. EVENTS OF DEFAULT The Credit Agreement shall contain events of default customary for facilities of this type, including: failure to make payments of principal, interest, or other amounts when due; breach of representations and warranties; failure to comply with covenants (with customary cure periods applicable to certain affirmative covenants); cross-default and cross-acceleration to other material indebtedness

XX. ASSIGNMENTS AND PARTICIPATIONS Lenders may assign all or a portion of their commitments and loans under the Facility with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and, so long as no event of default has occurred and is continuing, with the consent of the Borrower (not to be unreasonably withheld or delayed). The Borrower shall be deemed to have consented to any proposed

XXI. FEES. All fees payable in connection with the Facility shall be as set forth in the Fee Letter dated May 27, 2022, between Crescent Harbor Bank, N.A. and VHG, including the following:

XXII. EXPENSES. VHG shall pay all reasonable and documented out-of-pocket expenses of the Administrative Agent and its counsel, Whitfield Gage & Partridge LLP, incurred in connection with the negotiation, preparation, execution, delivery, and administration of the Definitive Documentation and the syndication of the Facility, including filing fees, search fees, recording charges, and similar costs. XXIII. GOVERNING LA

XXIV. JURISDICTION. Each party to the Credit Agreement shall irrevocably and unconditionally submit to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Credit Agreement or the other Definitive Do

XXV. JURY WAIVER Each party to the Credit Agreement shall irrevocably waive, to the fullest extent permitted by applicable law, any right to trial by jury in any action or proceeding arising out of or relating to the Credit Agreement or the other Definitive Documentation.

XXVI. COUNSEL. Borrower's Counsel: Calderwood & Harkness LLP Ian Blackwood, Responsible Partner Stephanie Okafor, Billing Partner Sophie Tremblay, Lead Associate Daniel Obi, Working Associate Leonard Cross, Tax Specialist Partner Agent's / Lender's Counsel: Whitfield Gage & Partridge LLP Harrison Whitfield III, Lead Partner Megan Yeung, Lead Associate XXVII. TARGET TIMELINE The foregoing timeline is indicative only a