Contract analysis

1. Recitals and Background Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of March 15, 2021 (the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the lenders party thereto (namely, Greystone National Bank, N.A.; Harborview Lending Group; Cascade Federal Bank; and Meriden Commercial Finance LLC; collectively, the "Lenders"), a

2. Payoff Amount Subject to the terms and conditions of this Payoff Letter, the Administrative Agent hereby confirms that, as of the Payoff Date (assuming receipt of funds in immediately available funds by no later than 2:00 p.m. Eastern Time on June 25, 2024), the aggregate amount required to repay in full all obligations of the Borrower under the Credit Agreement and the other Loan Documents (the "Payoff Amount") s

3. Wire Transfer Instructions The Payoff Amount shall be remitted by the Borrower (or on behalf of the Borrower) in United States dollars in immediately available funds by wire transfer to the following account: Bank Name: Greystone National Bank, N.A. Bank Address: 1 Financial Center, Boston, Massachusetts 02111 ABA Routing Number: [__] **Account Name:** Greystone National Bank, N.A. — Syndicated Loan Payoff Account

4. Per Diem Interest In the event that the full Payoff Amount is not received by the Administrative Agent by 2:00 p.m. Eastern Time on June 25, 2024, additional interest shall continue to accrue on the outstanding principal balances at the rates set forth in the Credit Agreement. The applicable per diem interest amounts are as follows: (a) Term Loan A per diem interest: [__] per day, calculated at SOFR plus 375 basis

5. Release of Security Interests and Liens Upon receipt by the Administrative Agent of the full Payoff Amount (including any additional per diem interest, if applicable) in immediately available funds and the satisfaction of all other conditions to release set forth herein and in the Credit Agreement, the Administrative Agent hereby confirms and agrees as follows: (a) Release of Security Interests and Liens. The Admi

6. Termination of Credit Agreement and Commitments Upon receipt by the Administrative Agent of the full Payoff Amount in immediately available funds and in accordance with the terms of this Payoff Letter: (a) All obligations of the Borrower and its subsidiaries under the Credit Agreement and the other Loan Documents (including all principal, interest, fees, premiums, and other amounts owing thereunder) shall be deeme

7. Authorization and Acknowledgment of Administrative Agent The Administrative Agent represents and confirms to the Borrower that this Payoff Letter has been duly authorized by Greystone National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement. Each Lender has authorized the Administrative Agent to deliver this Payoff Letter on behalf of the Lenders and to effect the releases, terminati

8. Acknowledgment and Agreement by Borrower By executing this Payoff Letter in the space provided below, the Borrower hereby acknowledges and agrees to the following: (a) The Borrower has reviewed and accepts the Payoff Amount, including the components thereof, as set forth in Section 2 above, and agrees that the Payoff Amount accurately reflects the aggregate outstanding obligations of the Borrower under the Credit

9. Effective Date and Expiration This Payoff Letter is effective as of June 21, 2024. This Payoff Letter shall automatically expire and shall be of no further force or effect if the full Payoff Amount (including any additional per diem interest that may have accrued) is not received by the Administrative Agent in immediately available funds on or before June 28, 2024 (the "Expiration Date"). The Expiration Date provi

10. Miscellaneous (a) Delivery. This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission, electronic mail in portable document format (.pdf), or other electronic means shall be effective as delivery of an original e