Contract analysis

I. TRANSACTION OVERVIEW The proposed transaction contemplates a full refinancing of VHG's existing Term Loan B facility, which was initially originated in February 2020 under market conditions prevailing at that time and which currently bears interest at a margin of LIBOR plus 425 basis points. The proposed refinancing will transition the borrower's benchmark interest rate from LIBOR to Adjusted Term SOFR, consistent

II. PARTIES A. Borrower. Verimark Hospitality Group Inc. • Employer Identification Number (EIN): 82-3741956 • Delaware File Number: 7291843 • State of Incorporation: Delaware • Stock Exchange Listing: New York Stock Exchange (NYSE: VMRK) • Principal Place of Business: 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433 Verimark Hospitality Group Inc. is a publicly traded owner-operator of full-service and

1. Verimark Resort Properties LLC — a Delaware limited liability company and the direct owner of 42 hotel properties constituting the core of VHG's owned real estate portfolio.

2. VHG Management Services Inc. — a Delaware corporation that serves as VHG's hotel management subsidiary, operating management contracts for both owned and third-party hotel properties.

3. Verimark Convention Holdings LLC — a Delaware limited liability company that owns and operates convention center and event space assets associated with VHG's hotel properties.

4. Palmetto Beachfront Hotels LLC — a Florida limited liability company holding VHG's Florida coastal resort portfolio, consisting of 12 properties along the Atlantic and Gulf coasts.

5. Cascadia Hospitality Corp. — a Delaware corporation holding VHG's Pacific Northwest hotel portfolio, consisting of 8 properties in Washington and Oregon. All material domestic subsidiaries of the Borrower (whether now existing or hereafter acquired or formed) shall be required to guarantee the obligations under the Credit Agreement on a joint and several basis. Materiality thresholds and the definition of "Materia

III. FACILITY TERMS A. Principal Amount The aggregate principal amount of the Senior Secured Term Loan B facility shall be Seven Hundred Million Dollars ($700,000,000). This amount represents an incremental increase of $75,000,000 above the principal amount of the existing Greystone Term Loan B facility ($700,000,000 minus $625,000,000), with such incremental amount to be available for permitted acquisitions and gene

1. Primary Benchmark: Term SOFR (CME Term SOFR Reference Rate) plus the applicable credit spread adjustment.

2. First Fallback: In the event that Term SOFR becomes permanently unavailable or is determined to be unrepresentative, the benchmark shall transition to Daily Simple SOFR, plus a spread adjustment to be determined in accordance with ARRC recommendations.

3. Conforming Changes: The Administrative Agent shall have the right to make technical, administrative, or operational changes to the Credit Agreement as reasonably necessary to reflect the adoption and implementation of any benchmark replacement, subject to the Borrower's consent (not to be unreasonably withheld, conditioned, or delayed). [C&H Comment: Borrower requests an explicit Borrower consent right for any ben

IV. FEES A. Arrangement Fee An arrangement fee equal to 0.50% of the aggregate principal amount of the facility shall be payable to Crescent Harbor Bank, N.A. in its capacity as Lead Arranger and Sole Bookrunner, in immediately available funds on the Closing Date. • Arrangement Fee: $700,000,000 × 0.50% = $3,500,000 B. Upfront Fee (Syndicate Lenders) An upfront fee equal to 0.25% of each syndicate lender's final comm

V. PREPAYMENT AND REPRICING PROTECTION A. Voluntary Prepayments The Borrower may voluntarily prepay the Term Loan B, in whole or in part, at any time after the expiration of the Repricing Protection Period (as defined below), in minimum aggregate principal amounts of $1,000,000 (or, if less, the entire outstanding principal balance), without premium, penalty, or make-whole payment. During the Repricing Protection Per

VI. MOST FAVORED NATION (MFN) PROVISION A. Applicability. [VHG Position — Key Negotiated Term]: The Most Favored Nation provision shall apply to any incremental term loans incurred under the Credit Agreement within the first eighteen (18) months following the Closing Date. The MFN Sunset Date shall be January 21, 2024 (i.e., 18 months from the anticipated Closing Date of July 21, 2022). [C&H Comment: Crescent Harbor'

VII. INCREMENTAL FACILITY PROVISIONS A. Incremental Term Loan Capacity The Credit Agreement shall permit the Borrower to incur incremental term loans (and/or increase the commitments under the revolving credit facility) in an aggregate amount not to exceed: (i) Free and Clear Basket: The greater of (a) $175,000,000 and (b) 50% of the Borrower's LTM Adjusted EBITDA as of the most recently ended fiscal quarter for whic

VIII. FINANCIAL COVENANTS A. Maximum Total Net Leverage Ratio The Credit Agreement shall include a maximum total net leverage ratio covenant of 4.50 to 1.00, tested on a quarterly basis as of the last day of each fiscal quarter, calculated on a trailing four-quarter (last twelve months) basis. Springing Mechanism: The total net leverage ratio covenant shall be tested only when the aggregate revolving credit exposure

IX. COLLATERAL A. Security Package The obligations under the Term Loan B facility shall be secured by a first-priority lien on substantially all assets of the Borrower and each of the Guarantors, including the following: (i) Real Property: Fee simple and leasehold interests in 42 hotel properties owned by Verimark Resort Properties LLC, with an aggregate appraised value of approximately $2.18 billion as of the most r

X. CONDITIONS PRECEDENT TO CLOSING The obligation of the Lenders to fund the Term Loan B on the Closing Date shall be subject to the satisfaction (or waiver by the Administrative Agent and the Required Lenders) of the following conditions precedent: A. Documentation. (i) Execution and delivery of the Credit Agreement, in form and substance satisfactory to the Administrative Agent, the Required Lenders, and the Borrow

I. Post-Closing Items The following items shall be delivered within 15 days following the Closing Date (anticipated deadline: August 5, 2022): (i) Recorded mortgage instruments, deeds of trust, and assignments of rents and leases for all 42 mortgaged hotel properties, stamped or certified by the applicable county recorder or register of deeds in each jurisdiction. (ii) Lender's title insurance policies issued by Cont

XI. REPRESENTATIONS AND WARRANTIES The Credit Agreement shall contain representations and warranties by the Borrower and the Guarantors customary for transactions of this type and size, including the following: • Organization and good standing in the jurisdiction of formation and each jurisdiction where the conduct of business or ownership of property requires qualification • Corporate power and authority to execute

XII. AFFIRMATIVE COVENANTS The Credit Agreement shall contain affirmative covenants by the Borrower and the Guarantors customary for transactions of this type, including the following: • Delivery of annual audited consolidated financial statements, certified by an independent registered public accounting firm of nationally recognized standing, within 90 days after the end of each fiscal year • Delivery of quarterly u

XIII. NEGATIVE COVENANTS The Credit Agreement shall contain negative covenants customary for transactions of this type, with exceptions, carve-outs, and baskets to be negotiated in the definitive documentation. The negative covenants are expected to include the following: • Limitation on Indebtedness: The Borrower and its subsidiaries shall not incur, create, assume, or guarantee any indebtedness, except as expressly

XIV. EVENTS OF DEFAULT The Credit Agreement shall contain events of default customary for transactions of this type, including the following: • Payment Default: Failure to pay (i) any principal when due, or (ii) any interest or other amounts within five (5) business days after the date when due. • Breach of Representations: Any representation or warranty made in the Credit Agreement or any other loan document proves

XV. ASSIGNMENTS AND PARTICIPATIONS Assignments: Lenders may assign all or a portion of their rights and obligations under the Credit Agreement to eligible assignees, subject to the following conditions: (i) Borrower Consent: Each assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned, or delayed). The Borrower shall be deemed to have consented to

XVI. GOVERNING LAW AND JURISDICTION Governing Law: The Credit Agreement and all other loan documents shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law). Jurisdiction: Each party shall irrevocab

XVII. CUSIP / IDENTIFIERS The CUSIP number set forth above has been assigned by CUSIP Global Services and is included solely for the convenience of the Lenders. Neither the Administrative Agent nor the Borrower shall be responsible for the selection or accuracy of such CUSIP number. XVIII. EXISTING CAPITAL STRUCTURE SUMMARY The following table summarizes VHG's existing capital structure as of the date of this Term Sh

XIX. SUMMARY OF KEY CHANGES FROM INITIAL TERM SHEET (APRIL 22, 2022) The following table summarizes the principal negotiated changes between the Crescent Harbor initial proposal (dated April 22, 2022) and this Second Draft (dated May 6, 2022), as marked up by Calderwood & Harkness LLP on behalf of VHG: Items marked "Agreed" reflect terms on which the parties have reached alignment. Items marked "VHG position reflecte

XX. NEXT STEPS AND TIMELINE The parties anticipate the following timeline for the completion of the refinancing transaction: The foregoing timeline is indicative only and is subject to change based on the pace of documentation negotiations, market conditions, and the syndication process. All parties will use commercially reasonable efforts to adhere to the anticipated timeline.

XXI. DISCLAIMER / NON-BINDING NATURE OF THIS TERM SHEET This Revised Term Sheet — Second Draft is indicative and for discussion purposes only. It does not constitute a binding commitment, agreement, or obligation by Crescent Harbor Bank, N.A., Verimark Hospitality Group Inc., or any other party to consummate the transactions described herein or to negotiate or enter into definitive documentation on the terms set fort

XXII. CONTACT INFORMATION Verimark Hospitality Group Inc.: Priya Narayanan, Gene