Contract analysis

I. Purpose and Scope This memorandum summarizes the organizational structure of Verimark Hospitality Group Inc. ("VHG" or the "Issuer") and its five subsidiary guarantors in connection with the proposed issuance of $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") in a Rule 144A / Regulation S private placement. The purpose of this memorandum is to (i) identify each guarantor entit

II. Organizational Structure Overview A. VHG Corporate Family — Simplified Structure The following is a narrative description of the top-down ownership structure of the VHG corporate family, depicting the Issuer, the intermediate holding company, and each of the five subsidiary guarantors and their respective positions within the organizational hierarchy. Verimark Hospitality Group Inc. is the ultimate parent entity

III. Entity-by-Entity Summary of Subsidiary Guarantors This Section III provides a detailed entity-level summary for each of the five subsidiary guarantors, including formation details, organizational information, business descriptions, and identification of outstanding diligence items. Each entity summary is presented in tabular format for ease of reference, followed by supplemental narrative discussion where applic

IV. Summary of Guarantee Structure Under the Indenture The Notes will be guaranteed by each of the five subsidiary guarantors identified in Section III above on a joint and several, senior unsecured basis. The following summarizes the key structural features of the guarantee arrangement as currently contemplated for the Indenture. Guarantee Provisions. The guarantees will be set forth in Article 10 of the Indenture (

V. Diligence Checklist — Items Required for Each Guarantor This Section V sets forth the comprehensive diligence checklist applicable to each of the five subsidiary guarantors. The items identified below must be obtained, reviewed, and confirmed prior to closing. Certain items are required earlier in the timeline — specifically, prior to the circulation of the Preliminary Offering Memorandum (targeted for June 3, 202

1. Certificate of Formation / Certificate of Incorporation. A certified copy of the Certificate of Formation (for LLCs: VRH, Bayshore, and VCH) or Certificate of Incorporation (for corporations: VHG Properties and Pinnacle Lodging), as currently on file with the Secretary of State (or Department of State, in the case of Bayshore) of the jurisdiction of formation, together with all amendments, restatements, and certif

2. LLC Agreement / Operating Agreement or Bylaws. For each LLC guarantor (VRH, Bayshore, and VCH), the current LLC Agreement or Operating Agreement, together with all amendments thereto. For each corporate guarantor (VHG Properties and Pinnacle Lodging), the current Bylaws and the current Certificate of Incorporation (including all amendments, restatements, and certificates of designation, if any).

3. All Amendments to Organizational Documents. A complete set of all amendments to the formation documents and governing documents of each guarantor, in chronological order, to ensure that the engagement team has a complete and current picture of the organizational framework of each entity.

4. Current Registered Agent and Registered Office. Confirmation of the current registered agent and registered office address in the jurisdiction of formation for each guarantor. This information should be cross-referenced against the records of the applicable Secretary of State to confirm accuracy. B. Good Standing and Qualifications For each of the five subsidiary guarantors, the following good standing and qualifi

1. Certificate of Good Standing — Jurisdiction of Formation. A Certificate of Good Standing (or equivalent certificate) from the Secretary of State (or Department of State, as applicable) of the jurisdiction of formation of each guarantor. Specifically: • For VRH, VHG Properties, VCH, and Pinnacle Lodging: Certificate of Good Standing from the Delaware Secretary of State. • For Bayshore: Certificate of Status from th

2. Certificates of Good Standing — Foreign Qualifications. For each guarantor, a Certificate of Good Standing (or equivalent certificate of authority or certificate of qualification) from each state (and, in the case of VRH, potentially the U.S. Virgin Islands) in which the guarantor is qualified to do business as a foreign entity. The number of such certificates will depend on the results of the foreign qualificatio

3. Timing of Good Standing Certificates. Good standing certificates should be ordered on or about June 20, 2024, which is five business days prior to the anticipated closing date of June 25, 2024. This timing is intended to ensure that the certificates are current as of or near the closing date, which is typically required by the initial purchasers and their counsel. If the closing date is delayed, updated certificat

1. Board Resolutions / Member or Manager Consents. The following authorizing actions must be taken: • For the corporate guarantors (VHG Properties and Pinnacle Lodging): The board of directors of each entity must adopt resolutions (either at a duly convened meeting or by unanimous written consent in lieu of a meeting) authorizing the following actions: (a) Execution, delivery, and performance of the Guarantor Joinder

2. Target Date for Adoption. The target date for adoption of all guarantor resolutions and consents is June 14, 2024, which is the same date currently scheduled for the VHG board meeting at which VHG's board of directors will approve the Notes offering and related transactions. Coordinating the guarantor authorization with the VHG board meeting will streamline the process, particularly because certain individuals may

3. Authorized Signatories and Incumbency Certificates. The resolutions or consents for each guarantor should specifically identify the officer(s) or authorized person(s) who are authorized to execute closing documents on behalf of the guarantor. Incumbency certificates will be prepared and delivered at closing to confirm the identity, title, and specimen signatures of each authorized signatory. D. Incumbency and Sign

1. Identification of Authorized Persons. Identify the officer(s) or authorized person(s) of each guarantor who will execute the Guarantor Joinder Agreement, the Registration Rights Agreement, and other closing documents on behalf of the guarantor. For corporate guarantors, this will typically be an officer (e.g., President, Vice President, Secretary, or Treasurer). For LLC guarantors, this will be the manager, managi

2. Incumbency Certificates. An incumbency certificate will be prepared for each guarantor, to be included in or appended to the Secretary's Certificate (or equivalent officer's certificate) delivered at closing. The incumbency certificate will certify the name, title, and specimen signature of each person authorized to execute documents on behalf of the guarantor.

3. Specimen Signatures. Specimen signatures of each authorized signatory must be obtained in advance of closing for inclusion in the incumbency certificates and for use by the Trustee and the initial purchasers in verifying executed documents. E. Existing Liens and Encumbrances The following lien-related diligence must be conducted for each of the five subsidiary guarantors:

1. UCC Lien Searches — Jurisdiction of Formation. A Uniform Commercial Code lien search must be conducted in the jurisdiction of formation of each guarantor to identify all existing UCC financing statements filed against the entity. Specifically: • For VRH, VHG Properties, VCH, and Pinnacle Lodging: UCC search in the Delaware Secretary of State's office. • For Bayshore: UCC search in the Florida Department of State's

2. UCC Lien Searches — Asset Locations. Additional UCC lien searches should be conducted in each state in which a guarantor has significant assets, to the extent that UCC filings may have been made in states other than the guarantor's jurisdiction of formation.

3. Real Property Lien Searches. For VRH (12 resort properties) and VHG Properties (32 hotel properties), title searches and mortgage lien searches must be conducted in each county in which real property is located. These searches will identify existing mortgages, deeds of trust, liens, judgments, and other encumbrances of record affecting the real property.

4. Confirmation of Existing Credit Facility Liens. All existing liens identified through the UCC and real property searches should be confirmed to relate to the Existing Credit Facility (Amended and Restated Credit Agreement dated as of March 15, 2021, with Greystone National Bank, N.A. as administrative agent; Loan No. GNB-SYN-2021-04417). All such liens are expected to be released upon payoff and termination of the

5. Identification of Other Liens. Any liens, judgments, tax liens, or other encumbrances that do not relate to the Existing Credit Facility must be identified and flagged for further investigation and resolution prior to closing. F. Material Agreements and Restrictions For each of the five subsidiary guarantors, the following agreement-level diligence must be conducted:

1. Organizational Document Restrictions. Review the governing documents (LLC Agreement, Operating Agreement, Certificate of Incorporation, Bylaws) of each guarantor for any provisions that restrict, condition, or prohibit the incurrence of guarantee obligations, contingent liabilities, or intercompany obligations by the entity.

2. Third-Party Agreement Restrictions. Review any material agreements to which the guarantor is a party (including management agreements, franchise agreements, license agreements, joint venture agreements, and commercial contracts) for any provisions that contain change of control triggers, negative pledge covenants, anti-assignment provisions, or consent requirements that may be triggered by the guarantor's executio

3. Pinnacle Lodging — Acquisition Agreement Review. For Pinnacle Lodging specifically, obtain and review the acquisition agreement (and all ancillary agreements) pursuant to which VHG or VCH acquired Pinnacle Lodging. Focus on surviving covenants, restrictive covenants, indemnification obligations, earn-out provisions, and any consent or notification requirements that may be triggered by the guarantee.

4. Litigation and Proceedings. Confirm that there are no outstanding litigation matters, arbitration proceedings, regulatory investigations, or other legal proceedings involving any guarantor that could affect the guarantor's authority to execute and deliver the guarantee or that could give rise to a material adverse change in the guarantor's financial condition or business. G. Tax and Regulatory The following tax an

1. EIN / Tax Identification Number. Confirm the Employer Identification Number (EIN) for each guarantor entity. This information will be required for various closing documents and filings.

2. Tax Status. Confirm the U.S. federal income tax classification of each guarantor entity: • For single-member LLCs (VRH, Bayshore, and VCH): Confirm treatment as a disregarded entity for U.S. federal income tax purposes (i.e., confirm that no election has been made on Form 8832 to be classified as a corporation). • For corporations (VHG Properties and Pinnacle Lodging): Confirm treatment as C-corporations for U.S.

3. Regulatory Approvals and Licenses. Confirm whether any guarantor holds gaming licenses, liquor licenses, or other regulated licenses that impose restrictions on the incurrence of guarantee obligations, the encumbrance of licensed assets, or changes in the ownership or control of the license holder. Given VHG's hospitality business, certain hotel and resort properties may hold liquor licenses, and any applicable re

VI. Summary Status Table The following table summarizes the current status of diligence items for each of the five subsidiary guarantors as of the date of this memorandum: All items are currently marked as "Pending" as of the date of this memorandum (April 29, 2024). Requests for organizational documents and related entity information have been sent to David K. Moretti, General Counsel of VHG, via email on April 26,

VII. Key Observations and Open Items This Section VII highlights specific observations, issues, and open items that the engagement team should be aware of and that may require further analysis, coordination, or resolution in connection with the guarantor diligence workstream. A. Bayshore Hotel Management LLC — Florida Formation Bayshore is the only guarantor entity formed outside of Delaware. As a Florida limited lia

1. Acquisition Agreement Review. The acquisition agreement pursuant to which VHG or VCH acquired Pinnacle Lodging must be obtained and reviewed in its entirety, with particular focus on (a) surviving covenants and representations, (b) indemnification obligations that may create contingent liabilities, (c) restrictive covenants that may prohibit or restrict the incurrence of guarantee obligations, (d) any earn-out or

2. Prior Ownership Restrictions. The engagement team should verify that no restrictive covenants from Pinnacle Lodging's prior ownership survive the acquisition and would prohibit the guarantee. This includes reviewing any pre-acquisition credit agreements, note purchase agreements, or indentures to which Pinnacle Lodging was a party and confirming that all obligations thereunder were terminated or assumed in connect

3. Post-Acquisition Corporate Housekeeping. The engagement team should confirm that all post-acquisition corporate housekeeping has been completed, including reconstitution of the board of directors, updating of the registered agent, appointment of new officers, adoption of amended bylaws (if applicable), and filing of all required post-closing notices and filings. 4. intellectual Property Assets. Because Pinnacle Lo

VIII. Next Steps and Timeline The following table sets forth the key action items, responsible parties, and target dates for the subsidiary guarantor diligence workstream: The engagement team will hold weekly status calls beginning the week of May 6, 2024, to track progress on the diligence items identified in this memorandum and to identify and resolve any issues as they arise. Updates to this memorandum and to the

IX. Exhibits / Attachments The following exhibits and attachments are referenced in this memorandum: Exhibit A: Simplified Organizational Chart of VHG and Subsidiary Guarantors — depicting the ownership lines, entity types, and jurisdictions of formation for VHG and each of the five subsidiary guarantors. To be prepared upon confirmation of the organizational structure based on organizational documents received from