Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Verimark Hospitality Group Inc. ("VHG" or the "Company"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol "VMRK" and headquartered at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129, to serve as issuer's counsel in connection with a proposed private placement of senior unsecured

II. DESCRIPTION OF THE ISSUER Full Legal Name: Verimark Hospitality Group Inc. Entity Type: Corporation organized and existing under the laws of the State of Delaware. Employer Identification Number (EIN): 84-3291057 SEC Central Index Key (CIK): 0001847293 Principal Executive Offices: 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129; Telephone: (305) 555-8700 Delaware Registered Office: Crowne Albany Corpora

III. PROPOSED TRANSACTION STRUCTURE A. Offering Overview The following summarizes the principal terms and structural features of the proposed Offering: Issuer: Verimark Hospitality Group Inc. Guarantors: All existing material domestic subsidiaries of VHG, as more fully described in Section VIII below. Offering Type: Rule 144A / Regulation S private placement of senior unsecured notes (high yield). Aggregate Principal

IV. USE OF PROCEEDS The net proceeds of the Offering are expected to total approximately $483,750,000. The Company intends to apply such net proceeds as set forth in the table below: As indicated above, the total anticipated uses of proceeds tie exactly to the anticipated net proceeds from the Offering of $483,750,000.00. The reconciliation between gross proceeds and net proceeds is straightforward: the Notes are exp

V. EXISTING DEBT BEING REFINANCED The following provides a detailed description of the Existing Credit Facility that will be repaid in full from the proceeds of the Offering: Facility Agreement: Amended and Restated Credit Agreement dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time), among Verimark Hospitality Group Inc. (as borrower), the lenders party thereto (a

1. Elimination of Near-Term Maturity Risk. The Existing Credit Facility matures on March 15, 2026, less than two years from the date of this memorandum. Refinancing the outstanding term loans now, in advance of maturity, removes the refinancing risk associated with the 2026 maturity wall and provides the Company with certainty of funding well in advance of the deadline.

2. Transition from Floating-Rate to Fixed-Rate Debt. The Existing Credit Facility bears interest at floating rates tied to Adjusted Term SOFR, which has been subject to significant volatility and upward pressure over the past two years in response to the Federal Reserve's monetary tightening cycle. The blended all-in cost of the outstanding term loans currently exceeds 9.00% on an annualized basis, given the elevated

3. Transition from Secured to Unsecured Debt. The Existing Credit Facility is secured by substantially all of VHG's assets. The Notes will be senior unsecured obligations. Upon repayment of the Existing Credit Facility and release of the associated liens, VHG will have an unencumbered asset base, which provides greater financial and operational flexibility and preserves secured debt capacity for future needs.

4. Extension of Maturity to July 1, 2031. The Notes will mature on July 1, 2031, providing a maturity extension of more than five years relative to the Existing Credit Facility. This extension aligns VHG's debt maturity profile with the long-lived nature of its real estate assets and the multi-year horizon over which the Company expects to continue generating strong operating cash flows.

VI. PRO FORMA CAPITALIZATION AND KEY FINANCIAL METRICS The following sets forth the Company's pro forma capitalization and selected financial metrics on a pro forma basis giving effect to the Offering and the application of net proceeds as described in Section IV: Pro Forma Total Funded Debt (Post-Offering): $500,000,000 (Notes only; the revolving credit facility is expected to remain undrawn). Pro Forma Net Leverage

VII. KEY INDENTURE COVENANTS (ANTICIPATED TERMS) The Indenture governing the Notes will contain incurrence-based covenants, consistent with standard high yield market practice. Unlike maintenance covenants — which require compliance at all times and are tested at regular intervals — incurrence covenants are triggered only when the Company proposes to take a specified action, such as incurring additional indebtedness,

VIII. SUBSIDIARY GUARANTOR STRUCTURE The Notes will be guaranteed on a senior unsecured basis by all existing material domestic subsidiaries of VHG. As of the date of this memorandum, VHG has five (5) material domestic subsidiaries, each of which will be required to execute a Guarantor Joinder Agreement and become bound by the guarantee provisions of the Indenture (anticipated to be set forth in Article 10 thereof).

IX. REGISTRATION RIGHTS Concurrently with the closing of the Offering on the anticipated closing date of June 25, 2024, VHG, the Guarantors, and the Initial Purchasers will enter into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which VHG will agree to undertake certain registration obligations for the benefit of the holders of the Notes. Registration Statement Filing Deadline. VH

X. TRANSACTION PARTIES AND THEIR ROLES A. Initial Purchasers (Underwriters) The following investment banks have been engaged to serve as initial purchasers for the Offering: Kensington Barrow & Co. will serve as the lead left bookrunner and representative of the initial purchasers, and will be the Company's primary counterpart with respect to structuring advice, market feedback on pricing and terms, rating agency coo

XI. ANTICIPATED TIMELINE The following table sets forth the anticipated timeline for the Offering from engagement through post-closing. All dates are subject to change based on the progress of documentation and due diligence, market conditions, rating agency timing, and other factors. The timeline set forth above is indicative and is based on current assumptions regarding market conditions, documentation progress, an

XII. KEY WORKSTREAMS AND RESPONSIBILITIES The Offering involves multiple parallel workstreams, each with designated lead parties. The following describes each workstream in detail, together with the principal tasks and responsibilities assigned to the parties involved. A. Documentation Workstream (Calderwood & Harkness LLP — Lead) C&H will serve as the lead documentation counsel for the Offering and will be responsib

XIII. KEY RISKS AND CONSIDERATIONS While the proposed Offering is expected to result in a favorable refinancing outcome for VHG, a number of risks and considerations warrant attention as the transaction progresses: Market Risk. The indicative terms set forth in this memorandum — including the 8.250% coupon rate and the 98.500% issue price — are based on current market conditions for high yield issuances in the hospit