Contract analysis

1. Introduction and Identification of Transaction Calderwood & Harkness LLP serves as issuer's counsel to Verimark Hospitality Group Inc., a Delaware corporation ("VHG" or the "Company"), in connection with the Company's proposed private placement (the "Offering") under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), of $500,000,000 aggregate principal amount of 8.250%

2. Purpose of the Request Pursuant to the terms and conditions of the Purchase Agreement, the obligation of the Initial Purchasers to consummate the purchase of the Notes at closing is conditioned upon, among other things, the delivery by Palladian & Howe of a comfort letter (the "Comfort Letter") in customary form addressed to the Initial Purchasers. Specifically, Section 6(e) of the Purchase Agreement (as currently

3. Financial Statements and Periods to Be Covered We request that the Comfort Letter cover the following audited and unaudited financial statements of VHG included or incorporated by reference in the Offering Memorandum: Audited Financial Statements. The Comfort Letter should address the audited consolidated financial statements of VHG and its subsidiaries for each of the three fiscal years ended December 31, 2023, D

4. Financial Data and Other Numbers to Be Covered We request that the Comfort Letter address the specific financial data, metrics, statistics, and other numerical information set forth in the Offering Memorandum, verifying such data by tracing it to, or confirming its agreement with, the underlying accounting records of the Company, the Audited Financial Statements, the Interim Financial Statements, or other specifie

5. Negative Assurance (Subsequent Changes) We request that the Comfort Letter include a "negative assurance" or "subsequent changes" section covering the period from March 31, 2024 (the date of the most recent Interim Financial Statements included in the Offering Memorandum) through a date not more than five (5) business days prior to the date of the Comfort Letter (the "Cutoff Date"). Specifically, we request that t

6. Bringdown Comfort Letter We further request that Palladian & Howe deliver at closing on the Closing Date (June 25, 2024) a bringdown comfort letter (the "Bringdown Letter") updating the initial Comfort Letter to a cutoff date not more than five (5) business days prior to the Closing Date (the "Bringdown Cutoff Date"). The Bringdown Letter should confirm that the conclusions stated in the initial Comfort Letter rem

7. Timing and Delivery Instructions We respectfully request that the initial Comfort Letter be dated and delivered on or about the date of pricing of the Notes (which is currently anticipated to be on or about June 17, 2024) or, if pricing occurs after the close of business on such date, on the date of execution and delivery of the Purchase Agreement (June 18, 2024). We will promptly inform you of the exact date of p

8. Request for Draft Review In order to facilitate a smooth and timely closing process, we respectfully request that Palladian & Howe provide a draft of the Comfort Letter to Calderwood & Harkness LLP and Whitfield, Crane & Aldrich LLP for review no later than three (3) business days prior to the anticipated date of delivery of the Comfort Letter. Based on the currently anticipated pricing date, we would appreciate r

9. Enclosures Enclosed with this letter for your reference please find copies of the following documents: (a) The Preliminary Offering Memorandum dated June 3, 2024; and (b) The most recent draft of the Purchase Agreement (dated June 7, 2024), with the relevant provisions regarding the comfort letter closing condition highlighted for your convenience (see Sections 6(e) and 6(f) thereof). Please note that the Final Of

10. Closing We appreciate your prompt attention to this request and your willingness to work cooperatively with us and with the other parties to the Offering to ensure timely delivery of the Comfort Letter and the Bringdown Letter. If you have any questions regarding this request, the scope of the comfort procedures, or any of the financial data described herein, please do not hesitate to contact me directly. Claire