Contract analysis

I. Purpose This memorandum documents the results of the conflicts clearance review conducted by the Office of General Counsel and the Capital Markets practice group in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed representation of Verimark Hospitality Group Inc. ("VHG" or the "Issuer"), a Delaware corporation publicly traded on the Nasdaq Global Select Market (ticker: VMRK), headquartere

II. Transaction Summary Set forth below is a summary of the principal terms and parties to the proposed Offering, as understood by the engagement team based on the term sheet provided by Kensington Barrow & Co. dated April 8, 2024 (the "Term Sheet"), preliminary discussions with VHG's General Counsel, David K. Moretti, and the draft engagement letter circulated on April 12, 2024. The Offering is expected to be struct

III. Parties Searched The following is a comprehensive list of every entity, affiliate, and individual run through the Firm's conflicts database, billing records, and new business intake system as part of this conflicts clearance review. Searches were conducted on April 12–15, 2024, using the Firm's standard search protocols, which include variant name searches, d/b/a names, ticker symbols, corporate family tree sear

1. Verimark Hospitality Group Inc. — Delaware corporation; the Issuer. Searched under: "Verimark Hospitality," "Verimark Hospitality Group," "VHG," "VMRK," and all registered trade names. EIN: 84-3291057. SEC CIK: 0001847293. 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129.

2. Verimark Resort Holdings LLC — Delaware limited liability company; wholly-owned subsidiary of VHG; Subsidiary Guarantor. Searched under: "Verimark Resort," "Verimark Resort Holdings," and all known DBA names. Registered agent: Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808.

3. VHG Properties Inc. — Delaware corporation; wholly-owned subsidiary of VHG; Subsidiary Guarantor; holds fee interests in certain hotel properties. Searched under: "VHG Properties" and "Verimark Properties."

4. Bayshore Hotel Management LLC — Florida limited liability company; wholly-owned subsidiary of VHG; Subsidiary Guarantor; hotel management and operations subsidiary. Searched under: "Bayshore Hotel," "Bayshore Hotel Management," "Bayshore Management," and "Bayshore Hotels."

5. Verimark Capital Holdings LLC — Delaware limited liability company; wholly-owned subsidiary of VHG; Subsidiary Guarantor; holding company for certain intellectual property and licensing rights. Searched under: "Verimark Capital," "Verimark Capital Holdings," and "VCH."

6. Pinnacle Lodging Enterprises Inc. — Delaware corporation; wholly-owned subsidiary of VHG; Subsidiary Guarantor; acquired by VHG in 2020. Searched under: "Pinnacle Lodging," "Pinnacle Lodging Enterprises," "Pinnacle Hotels," and "PLE Inc."

7. Key Individuals: (a) Marcus J. Delano — Chief Executive Officer and Director of VHG. Searched under: "Marcus Delano," "M.J. Delano," and "Marc Delano." (b) Patricia R. Henning — Chief Financial Officer of VHG. Searched under: "Patricia Henning," "P.R. Henning," and "Pat Henning." (c) David K. Moretti — General Counsel, Executive Vice President, and Secretary of VHG. Searched under: "David Moretti," "D.K. Moretti,"

1. Kensington Barrow & Co. — Lead left bookrunner and representative of the initial purchasers. Also serving as financial advisor to VHG in connection with the Offering (dual role noted and discussed in Section VI below). Registered broker-dealer (FINRA CRD No. 5847). Contact: Jonathan M. Firth, Managing Director, Leveraged Finance; 399 Park Avenue, 22nd Floor, New York, NY 10022. Searched under: "Kensington Barrow,"

2. Ridgeline Capital Markets LLC — Joint bookrunner. Registered broker-dealer. Contact: Sarah L. Greenwald, Director, High Yield Capital Markets; 200 Vesey Street, 35th Floor, New York, NY 10281. Searched under: "Ridgeline Capital," "Ridgeline Capital Markets," "RCM LLC," and all known affiliate names.

3. Stonebridge Marvelo Securities Inc. — Co-manager. Registered broker-dealer. Contact: Brian D. Calloway, Vice President; 600 Lexington Avenue, 18th Floor, New York, NY 10022. Searched under: "Stonebridge Marvelo," "Stonebridge Marvelo Securities," "SHS Inc.," and all known affiliate names. C. Initial Purchasers' Counsel

1. Whitfield, Crane & Aldrich LLP — Initial purchasers' counsel. 51 West 52nd Street, New York, NY 10019. Lead partner: Nathaniel R. Bosch, Partner, Capital Markets. Associate: Megan E. Hartsfield. Searched under: "Whitfield Crane," "WCA," "Whitfield Crane & Aldrich," and all known firm name variants. D. Trustee / Escrow Agent

1. Fidelitas Trust Company, N.A. — National banking association; acting in multiple capacities as Indenture Trustee, Registrar, Paying Agent, Transfer Agent, and (in a separate capacity) Escrow Agent. 100 Wall Street, Suite 1500, New York, NY 10005. Contact: Rebecca A. Marsden, Vice President, Corporate Trust Administration. Searched under: "Fidelitas Trust," "Fidelitas Trust Company," "Fidelitas Trust Co.," "FTCNA,"

1. Greystone National Bank, N.A. — Administrative Agent under the Existing Credit Facility. National banking association. 1 Financial Center, Boston, MA 02111. Contact: Thomas P. Quirk, Senior Vice President, Loan Administration. Searched under: "Greystone National," "Greystone National Bank," "Greystone Bank," "GNB," and all known affiliate names, including Greystone National Trust Co., Greystone Wealth Management L

2. Harborview Lending Group — Syndicate lender under the Existing Credit Facility. New York entity. Searched under: "Harborview Lending," "Harborview Lending Group," "HLG," and all known affiliate names.

3. Cascade Federal Bank — Syndicate lender under the Existing Credit Facility. Federal savings bank regulated by the Office of the Comptroller of the Currency. Searched under: "Cascade Federal," "Cascade Federal Bank," "Cascade Federal Savings," and all known affiliate names.

4. Meriden Commercial Finance LLC — Syndicate lender under the Existing Credit Facility. Delaware limited liability company. Searched under: "Meriden Commercial," "Meriden Commercial Finance," "MCF LLC," and all known affiliate names. F. Other Transaction Parties

1. Palladian & Howe LLP — Independent auditors of VHG. 200 South Biscayne Boulevard, Suite 2600, Miami, FL 33131. Engagement Partner: Kenneth W. Sturgis. Searched under: "Palladian & Howe," "Palladian Howe," "P&H," and all known office and affiliate names.

2. Crestline Ratings Group — Rating agency. Expected to assign a rating of B1 (corporate family) and B1 (Notes). New York entity. Searched under: "Crestline Ratings," "Crestline Ratings Group," "CRG," and all known affiliate names.

3. Broadmark Rating Services Inc. — Rating agency. Expected to assign a rating of B+ (corporate) and B+ (Notes). New York corporation. Searched under: "Broadmark Rating," "Broadmark Rating Services," "BRS," and all known affiliate names.

4. Atlantic Indemnity Insurance Co. — Directors' and officers' liability insurer of VHG. Connecticut domiciled insurance company. Policy No. DOP-2024-881437. Not a direct party to the Notes transaction but identified as a potentially interested party. Searched under: "Atlantic Indemnity," "Atlantic Indemnity Insurance," "AIIC," and all known affiliate names.

5. Meridian Document Services Inc. — Printing, financial document production, and EDGAR filing agent. 44 Wall Street, 12th Floor, New York, NY 10005. Searched under: "Meridian Document," "Meridian Document Services," "MDS Inc.," and all known affiliate names.

IV. Conflicts Database Search Results The following section sets forth the search results for each party or group of related parties, together with an analysis of any relationships identified and a conclusion regarding whether a disqualifying conflict exists. All searches were performed in the Firm's ConflictsPlus database, the Firm's billing and time-entry system (ChromeBill), and the Firm's new matter intake record

I. Palladian & Howe LLP (Independent Auditors) Search Result: No current or prior representation of Palladian & Howe LLP or any of its known affiliates was identified in the Firm's conflicts database. No adverse representation against Palladian & Howe LLP was identified. Palladian & Howe serves as VHG's independent registered public accounting firm and will deliver a comfort letter and consent in connection with the

V. Key Individuals — Lateral / Personal Conflicts Screen In addition to the entity-level conflicts searches described in Sections III and IV above, each member of the proposed engagement team completed the Firm's Standard Personal Conflicts Certification (Form PCC-2024), affirming that he or she has no personal conflict of interest with respect to any transaction party. The results of the personal conflicts screen ar

VI. Dual-Role and Structural Considerations Two structural features of the proposed Offering warrant specific attention by the engagement team, although neither gives rise to a conflict of interest for the Firm. A. Kensington Barrow & Co. — Dual Role as Initial Purchaser and Financial Advisor KB is serving in the VHG Offering in a dual capacity: (i) as lead left bookrunner and representative of the initial purchasers

VII. Summary and Recommendation All conflicts searches have been completed as of April 15, 2024. The searches covered the full universe of transaction parties, including: the Issuer (VHG); all five Subsidiary Guarantors (Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.); all three initial purchasers (Kensington Barro

1. Kensington Barrow & Co.: C&H has represented KB as a client in two prior capital markets transactions (2020 and 2022), both of which are closed. In two additional prior transactions (2022 and 2023), KB served as an initial purchaser in offerings where C&H represented unrelated issuers. KB is not a current client of the Firm. In the VHG Offering, KB is a counterparty (initial purchaser), not C&H's client. There is

2. Greystone National Bank, N.A.: C&H represented Greystone as borrower-side counsel in two unrelated lending transactions (2019 and 2022), both of which are closed. Greystone is not currently a client of the Firm. In the VHG Offering, Greystone is the administrative agent under the Existing Credit Facility that will be repaid in full with Notes proceeds — a consensual payoff, not an adversarial proceeding. No confid

VIII. Approvals Conflicts Clearance Approved By: By: ________ Name: Karen S. Lefferts Title: Deputy General Counsel, Conflicts & Professional Responsibility Office of General Counsel, Calderwood & Harkness LLP Date: ________ Responsible Partner Acknowledgment: By: ________ Name: Theodore Langston Title: Partner, Capital Markets Calderwood & Harkness LLP Date: ________

IX. Distribution This memorandum is for internal use only and is subject to attorney-client privilege and the work product doctrine. It contains confidential information regarding the Firm's client relationships and conflicts analysis and must not be disclosed to any person outside the Firm without the prior written consent of the Office of General Counsel. This memorandum has been filed in the matter file for Calder