Contract analysis

Section 1. Parties 1.1 Grantors. The following entities are the Grantors under this Trademark Security Agreement: (a) Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, EIN 82-3741956, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VHG" or the "Borrower"); (b) Verimark Resort Properties LLC, a

Section 2. Recitals WHEREAS, Verimark Hospitality Group Inc. (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent (the "Collateral Agent"), and the several lenders from time to time party thereto (the "Lenders") have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of July 21, 2022 (as the same may be am

Section 3. Grant of Security Interest in Trademarks 3.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties under the Credit Agreement, a continuing first-priority security interest in and lien upon all of the following property and assets of such Grantor, whether now owned or existing or hereafter acquired or arising (collectively, the "Trade

Section 4. Grantors' Covenants Regarding Trademarks Each Grantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows: (a) Maintenance of Registrations. Each Grantor shall use commercially reasonable efforts to maintain each of its trademark registrations listed on Schedule A hereto (and any trademark registrations hereafter acquired or obtained) in full fo

Section 5. Remedies 5.1 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent shall be entitled to exercise all rights and remedies available to it under the Pledge and Security Agreement, this Trademark Security Agreement, applicable law (including, without limitation, Article 9 of the Uniform Commercial Code a

Section 6. Term 6.1 Effectiveness. This Trademark Security Agreement shall become effective upon execution and delivery by each Grantor and the Collateral Agent and shall remain in full force and effect until the Termination Date (as defined below). 6.2 Termination. This Trademark Security Agreement shall terminate on the date (the "Termination Date") on which (i) all Obligations (as defined in the Credit Agreement)

Section 1. Parties 1.1 Grantors. The following entities are the Grantors under this Patent Security Agreement: (a) Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, EIN 82-3741956, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VHG" or the "Borrower"); (b) Verimark Resort Properties LLC, a li

Section 2. Recitals WHEREAS, Verimark Hospitality Group Inc. (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the several Lenders from time to time party thereto have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwi

Section 3. Grant of Security Interest in Patents 3.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties under the Credit Agreement, a continuing first-priority security interest in and lien upon all of the following property and assets of such Grantor, whether now owned or existing or hereafter acquired or arising (collectively, the "Patent C

Section 4. Grantors' Covenants Regarding Patents Each Grantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows: (a) Maintenance of Patents. Each Grantor shall use commercially reasonable efforts to maintain each of its issued patents listed on Schedule B hereto (and any patents hereafter issued to such Grantor) in full force and effect. Without limiting

Section 5. Remedies 5.1 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent shall be entitled to exercise all rights and remedies available to it under the Pledge and Security Agreement, this Patent Security Agreement, applicable law (including, without limitation, Article 9 of the Uniform Commercial Code as i

Section 6. Term 6.1 Effectiveness. This Patent Security Agreement shall become effective upon execution and delivery by each Grantor and the Collateral Agent and shall remain in full force and effect until the Termination Date (as defined below). 6.2 Termination. This Patent Security Agreement shall terminate on the date (the "Termination Date") on which (i) all Obligations (as defined in the Credit Agreement) have b

Section 1. Parties 1.1 Grantors. The following entities are the Grantors under this Copyright Security Agreement: (a) Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, EIN 82-3741956, with its principal offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433 ("VHG" or the "Borrower"); (b) Verimark Resort Properties LLC, a

Section 2. Recitals WHEREAS, Verimark Hospitality Group Inc. (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent, and the several Lenders from time to time party thereto have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwi

Section 3. Grant of Security Interest in Copyrights 3.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties under the Credit Agreement, a continuing first-priority security interest in and lien upon all of the following property and assets of such Grantor, whether now owned or existing or hereafter acquired or arising (collectively, the "Copyr

Section 4. Grantors' Covenants Regarding Copyrights Each Grantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows: (a) Maintenance of Registrations. Each Grantor shall use commercially reasonable efforts to maintain each of its copyright registrations listed on Schedule C hereto (and any copyright registrations hereafter obtained by such Grantor) in ful

Section 5. Remedies 5.1 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent shall be entitled to exercise all rights and remedies available to it under the Pledge and Security Agreement, this Copyright Security Agreement, applicable law (including, without limitation, Article 9 of the Uniform Commercial Code a

Section 6. Term 6.1 Effectiveness. This Copyright Security Agreement shall become effective upon execution and delivery by each Grantor and the Collateral Agent and shall remain in full force and effect until the Termination Date (as defined below). 6.2 Termination. This Copyright Security Agreement shall terminate on the date (the "Termination Date") on which (i) all Obligations (as defined in the Credit Agreement)

Section 1. Relationship to Pledge and Security Agreement 1.1 Supplemental Nature. Each of the IP Security Agreements is supplemental to, and not in limitation of, the Pledge and Security Agreement, dated as of July 21, 2022, by and among the Grantors and the Collateral Agent. The security interests granted in each IP Security Agreement are in addition to, and not in lieu of, the security interests granted in the Pled

Section 2. Secured Obligations 2.1 Scope of Secured Obligations. The security interests granted in each IP Security Agreement secure all "Obligations" as defined in the Credit Agreement, including, without limitation: (a) all principal, interest (including any interest accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding, whether or not a claim for such interest is allo

Section 3. Filing and Recording 3.1 Authorization to File and Record. Each Grantor hereby authorizes the Collateral Agent and its counsel, Calderwood & Harkness LLP, acting in its capacity as counsel to the Borrower and the Grantors in connection with the Credit Agreement, to file, record, and register the following documents with the applicable governmental authorities: (a) USPTO — Trademarks. The Trademark Security

Section 4. Governing Law 4.1 Governing Law. Each IP Security Agreement 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 Sections 5-1401 and 5-1402 of the New York General Obligations Law), consistent with the governing law provisions of the Credit

Section 5. Counterparts and Electronic Execution 5.1 Counterparts. Each IP Security Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. 5.2 Electronic Execution. Delivery of an executed counterpart of a signature page of any IP Security Agreement by facsimile transmission, electronic mail in "

I. USPTO Recordation Cover Sheet — Trademarks RECORDATION COVER SHEET FOR TRADEMARKS/SERVICE MARKS United States Patent and Trademark Office Conveyance Type: Security Interest Conveying Parties (Grantors): Receiving Party (Secured Party): Properties (Trademark Registration Numbers and Serial Numbers): Total Number of Properties: 23 Correspondent: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New Y

II. USPTO Recordation Cover Sheet — Patents RECORDATION COVER SHEET FOR PATENTS United States Patent and Trademark Office Conveyance Type: Security Interest Conveying Parties (Grantors): Receiving Party (Secured Party): Properties (Patent Numbers and Application Numbers): Total Number of Properties: 7 Correspondent: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Attention: Sophie Tre

III. U.S. Copyright Office Recordation Cover Sheet DOCUMENT COVER SHEET United States Copyright Office Library of Congress Document Title: Copyright Secur