Contract analysis

I. Purpose and Summary The purpose of this memorandum is to confirm that all closing and post-closing deliverables in connection with the offering by Verimark Hospitality Group Inc. ("VHG" or the "Issuer") of $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") have been received and completed, and to recommend that the matter be marked as closed and completed in Calderwood & Harkness

II. Transaction Summary Set forth below is a summary of the key terms and participants in the transaction. Issuer: Verimark Hospitality Group Inc., a Delaware corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol "VMRK." VHG is headquartered at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129. The Issuer's Employer Identification Number is 84-3291057, and its SEC Central Inde

1. Verimark Resort Holdings LLC, a Delaware limited liability company

2. VHG Properties Inc., a Delaware corporation

3. Bayshore Hotel Management LLC, a Florida limited liability company

4. Verimark Capital Holdings LLC, a Delaware limited liability company

5. Pinnacle Lodging Enterprises Inc., a Delaware corporation Initial Purchasers: • Kensington Barrow & Co. — Lead Left Bookrunner and Representative of the Initial Purchasers (the "Representative") • Ridgeline Capital Markets LLC — Joint Bookrunner • Stonebridge Marvelo Securities Inc. — Co-Manager Initial Purchasers' Counsel: Whitfield, Crane & Aldrich LLP, represented by Nathaniel R. Bosch and Megan E. Hartsfield.

III. Key Transaction Timeline — Confirmed Dates The following table sets forth the key milestones of the transaction and confirms the completion status of each. All dates and milestones were achieved in accordance with the originally anticipated timeline, and no material delays were encountered during the course of the engagement.

IV. Confirmation of Closing Deliverables This Section IV provides a detailed confirmation that all closing deliverables required under the Purchase Agreement and customary market practice have been received, reviewed, and placed on file. Each category of deliverables is addressed separately below. A. Issuer Deliverables — All Received and Confirmed All deliverables required from the Issuer and the Guarantors under Ar

1. Officer's Certificate. An Officer's Certificate dated June 25, 2024, was executed by Patricia R. Henning, Chief Financial Officer of VHG, and David K. Moretti, Senior Vice President, General Counsel and Secretary of VHG. The Officer's Certificate certifies, among other things, that (a) the representations and warranties of the Issuer and the Guarantors set forth in the Purchase Agreement are true and correct as of

2. Secretary's Certificate. A Secretary's Certificate dated June 25, 2024, was executed by David K. Moretti in his capacity as Secretary of VHG. The Secretary's Certificate attaches certified copies of the following organizational documents and authorizations: (a) VHG's Amended and Restated Certificate of Incorporation (as most recently amended on November 12, 2022), (b) VHG's Amended and Restated Bylaws (as most rec

3. Board Resolutions of VHG. Resolutions of the Board of Directors of VHG were adopted on June 14, 2024, at a meeting duly called and held, chaired by Eleanor M. Vasquez, Chairperson of the Board. The Board Resolutions authorize, among other things, the issuance and sale of the Notes, and the execution, delivery, and performance by VHG of the Indenture, the Purchase Agreement, the Registration Rights Agreement, the E

4. Good Standing Certificates. Good standing certificates (or certificates of status, as applicable) were received for VHG and each of the five Guarantors from the Delaware Secretary of State and, where applicable, the Florida Department of State, Division of Corporations. All certificates were dated June 20, 2024, confirming that each entity was in good standing in its jurisdiction of formation as of such date.

5. Board/Manager Resolutions of Each Guarantor Subsidiary. Resolutions of the board of directors or managing members, as applicable, of each of the five Guarantor subsidiaries were adopted on June 14, 2024, authorizing the execution and delivery of the Indenture (including the subsidiary guarantee provisions set forth in Article 10 thereof), the Purchase Agreement, the Registration Rights Agreement, and related trans

6. Guarantor Joinder Agreements. Each of the five subsidiary Guarantors executed a Guarantor Joinder Agreement dated June 25, 2024, pursuant to which it formally joined as a party to the Indenture and assumed obligations under the subsidiary guarantee provisions of Article 10. Fully executed counterparts of each Guarantor Joinder Agreement are on file.

7. DTC Letter of Representations. A Letter of Representations dated June 25, 2024, was executed by VHG and Fidelitas Trust Company, N.A. (as Trustee) and delivered to The Depository Trust Company in connection with the eligibility of the Notes for book-entry settlement through DTC's facilities. The executed letter is on file. B. Transaction Documents — All Executed and Delivered Each of the principal transaction docu

1. Indenture. The Indenture, dated as of June 25, 2024, was entered into among VHG, as Issuer, the Guarantors party thereto, and Fidelitas Trust Company, N.A., as Trustee. The Indenture governs the terms of the 8.250% Senior Notes due 2031. Key terms of the Indenture include the following: • Incurrence-Based Covenants: The Indenture contains incurrence-based financial covenants, including (a) a Fixed Charge Coverage

2. Form of Global Note (144A). The Form of 144A Global Note, constituting Exhibit A-1 to the Indenture, bears CUSIP 923847 AA 5 and is registered in the name of Cede & Co. as nominee of DTC. The 144A Global Note was authenticated by the Trustee and delivered to DTC on the Closing Date.

3. Form of Global Note (Regulation S). The Form of Regulation S Global Note, constituting Exhibit A-2 to the Indenture, bears CUSIP U92384 AA 8 and is registered in the name of Cede & Co. as nominee of DTC. The Regulation S Global Note was authenticated by the Trustee and delivered to DTC on the Closing Date.

4. Purchase Agreement. The Purchase Agreement, dated as of June 18, 2024, was executed among VHG, the Guarantors, and Kensington Barrow & Co. (acting as Representative of the Initial Purchasers). The execution version of the Purchase Agreement reflects the final negotiated changes from the near-final draft circulated on June 14, 2024. The Purchase Agreement sets forth the terms and conditions of the purchase of the N

5. Registration Rights Agreement. The Registration Rights Agreement, dated as of June 25, 2024, was entered into among VHG, the Guarantors, and the Initial Purchasers. The Registration Rights Agreement obligates VHG to undertake the following: • Registration Statement Filing Deadline: File a registration statement on Form S-4 with the SEC covering an offer to exchange the Notes for a new series of registered notes ha

6. Escrow Agreement. The Escrow Agreement, dated as of June 18, 2024, was entered into among VHG, Kensington Barrow & Co. (as Representative of the Initial Purchasers), and Fidelitas Trust Company, N.A. (as Escrow Agent). The Escrow Account established pursuant to the Escrow Agreement is identified as Escrow Account No. 7841-0293-551 at Fidelitas Trust. The gross proceeds of $492,500,000 were deposited into the Escro

7. Subsidiary Guarantee. The subsidiary guarantee obligations of the Guarantors are incorporated in Article 10 of the Indenture and were effective as of the Closing Date. Each of the five Guarantors has jointly and severally guaranteed, on a senior unsecured basis, the full and prompt payment and performance by VHG of all of its obligations under the Notes and the Indenture. The Guarantor Joinder Agreements described

1. Legal Opinion of Calderwood & Harkness LLP (Issuer's Counsel). A legal opinion dated June 25, 2024, was delivered by Calderwood & Harkness LLP and addressed to the Initial Purchasers and Fidelitas Trust Company, N.A. (as Trustee). The opinion covers, among other matters, the following: (a) due organization, valid existence, and good standing of VHG and each of the Guarantors in their respective jurisdictions of fo

2. Tax Opinion of Calderwood & Harkness LLP. A tax opinion dated June 25, 2024, was prepared by Sylvia Hartwell of Calderwood & Harkness LLP and addressed to VHG. The tax opinion covers, among other matters, the U.S. federal income tax treatment of the Notes, including the following: (a) the characterization of the Notes as debt instruments for U.S. federal income tax purposes; (b) the treatment of the OID of $7,500,

1. Closing Certificate of the Initial Purchasers. A Closing Certificate dated June 25, 2024, was executed by Kensington Barrow & Co. in its capacity as Representative of the Initial Purchasers. The Closing Certificate confirms, among other things, that the Initial Purchasers have duly performed all of their obligations under the Purchase Agreement required to be performed on or prior to the Closing Date. The executed

1. Comfort Letter from Palladian & Howe LLP. A comfort letter dated June 25, 2024, was issued by Palladian & Howe LLP, VHG's independent registered public accounting firm, to the Initial Purchasers. The comfort letter was prepared by Kenneth W. Sturgis, Engagement Partner, and delivered in final form at closing. As the comfort letter was addressed to the Initial Purchasers and relates to work performed by Palladian &

2. Rating Agency Letters. Confirmation letters from each of the rating agencies were received and placed on file: • Crestline Ratings Group — confirming the assignment of a B1 rating with a stable outlook to the Notes; and • Broadmark Rating Services Inc. — confirming the assignment of a B+ rating with a stable outlook to the Notes. Both rating agency letters are dated on or about the date of the respective rating de

V. Confirmation of Payoff and Lien Release — Existing Credit Facility As described in the Final Offering Memorandum and the Purchase Agreement, a primary use of proceeds from the offering was the full repayment and termination of VHG's existing senior secured credit facility with Greystone National Bank, N.A. This Section V confirms that all payoff, lien release, and termination actions have been completed and docume

VI. Funds Flow — Confirmed Execution The flow of funds on the Closing Date was governed by the Funds Flow Memorandum prepared by Calderwood & Harkness LLP and dated June 24, 2024, which was circulated to VHG, the Initial Purchasers, Greystone, and the Trustee in advance of closing. All wire transfers were executed on June 25, 2024 in accordance with the Funds Flow Memorandum, and wire confirmations for each transfer

VII. Post-Closing Items — Status A. Items Tracked Per Post-Closing Checklist Memorandum (dated July 1, 2024) Following the Closing Date, certain post-closing items remained outstanding and were tracked by the engagement team pursuant to the Post-Closing Checklist Memorandum prepared by Claire Dempsey and dated July 1, 2024. The status of each item as of July 8, 2024 is set forth below: All items on the Post-Closing C

VIII. Closing Binder Assembly The master closing binder was assembled by Audrey Zhou, Working Associate, under the supervision of Claire Dempsey, Lead Associate. The Closing Index, dated July 2, 2024, lists all executed transaction documents and ancillary materials organized by tab number. The closing binder contains fully executed counterpart signature pages for the following documents: • Indenture (including exhibi

1. One original set was delivered to VHG (attention: David K. Moretti, Senior Vice President, General Counsel and Secretary) via the post-closing letter dated July 5, 2024 described in Section VII.B above. Delivery has been confirmed.

2. One original set has been retained in the Calderwood & Harkness LLP physical files for Matter No. SC-CM-2024-04891.

3. Electronic copies of all closing binder materials, including PDF scans of all executed documents and signature pages, have been uploaded to the firm's document management system and are accessible under the matter number referenced above.

IX. Outstanding / Forward-Looking Obligations (For Client Awareness; Not C&H Action Items) The following items represent VHG's ongoing obligations under the transaction documents. These items are noted here for completeness and for reference in the event that VHG contacts the firm regarding any of these matters in the future. No further Calderwood & Harkness action is required with respect to any of these items unles

X. Engagement Team and Billing The Calderwood & Harkness LLP engagement team for this matter was as follows: Final billing for this matter should be coordinated with Vivienne St. Claire. All time entries for work performed through July 8, 2024 should be submitted promptly so that a final invoice can be prepared and delivered to the client. All engagement team members are reminded to finalize their time entries and su

XI. Recommendation Based on the foregoing, I confirm the following:

1. All closing deliverables required under the Purchase Agreement and customary market practice have been received, reviewed, and are complete. Each item identified in the closing checklist has been accounted for and placed on file.

2. All post-closing items, including UCC-3 termination statement filings and receipt of stamped copies, mortgage and deed of trust release recordings and receipt of recorded copies, DTC FAST eligibility confirmation for both the 144A and Regulation S global notes, and closing binder assembly and delivery, have been completed and confirmed as of July 8, 2024.

3. No outstanding Calderwood & Harkness LLP action items remain with respect to this engagement. All work contemplated under the engagement letter has been completed. Recommendation: This matter (Matter No. SC-CM-2024-04891) should be marked as closed and completed in Calderwood & Harkness LLP's matter management system, effective as of July 8, 2024.

XII. Prepared By CALDERWOOD & HARKNESS LLP By: ________ Name: Claire Dempsey Title: Lead Associate, Capital Markets Date: July 8, 2024 Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, NY 10006

XIII. Distribution List CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP | One Liberty Plaza, 45th Floor | New York, NY 10006 This document is intended solely for internal use and is protected by the attorney work product doctrine. CUSIP | ISIN 144A Global Note | 923847 AA 5 | US923847AA52 Regulation S Global Note | U92384 AA 8 | USU92384AA83 Use | Amount Repayment of Existing Credit Facility — principa