Contract analysis

I. Introduction and Summary The purpose of this memorandum is to track and memorialize all outstanding post-closing deliverables following the closing on June 25, 2024 of the $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") issued by Verimark Hospitality Group Inc. ("VHG" or the "Issuer") pursuant to the Indenture dated as of June 25, 2024 (the "Indenture"), among VHG, the guarant

II. Post-Closing Items — Master Checklist Table The following tracking table provides a summary overview of all post-closing deliverables. Each item is described in detail in Sections III through VI below. The column headers and their intended content are as follows: The detailed description, scope, and status of each item follows below.

III. Item 1: UCC-3 Termination Statements — Receipt and Filing

III.A. Description Upon repayment in full of the Existing Credit Facility on June 25, 2024, Greystone National Bank, N.A. (contact: Thomas P. Quirk, Senior Vice President, 1 Financial Center, Boston, Massachusetts 02111) became obligated, pursuant to Section 9-513 of the Uniform Commercial Code and the terms of the Existing Credit Facility, to deliver executed UCC-3 financing statement amendments (termination) to rel

III.B. Specific UCC Filings to be Terminated The following UCC-1 financing statements were previously filed in connection with the Existing Credit Facility and are required to be terminated by the filing of corresponding UCC-3 financing statement amendments (termination). Each filing is identified below by debtor entity and filing jurisdiction. Filing numbers are to be confirmed from the existing security documents a

1. Verimark Hospitality Group Inc. — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware

2. Verimark Resort Holdings LLC — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware

3. VHG Properties Inc. — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware

4. Bayshore Hotel Management LLC — Florida Department of State, Secured Transaction Registry, Tallahassee, Florida

5. Verimark Capital Holdings LLC — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware

6. Pinnacle Lodging Enterprises Inc. — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware With the exception of Item 4 above (Bayshore Hotel Management LLC, which is a Florida limited liability company organized under the laws of the State of Florida and for which the original UCC-1 was filed with the Florida Department of State), all of the foregoing UCC-1 financing statements were filed wit

III.C. Status Tracking Responsible Party: Greystone National Bank, N.A. (Thomas P. Quirk) — responsible for execution and delivery of UCC-3 termination statements; Calderwood & Harkness LLP (Audrey Zhou) — responsible for confirmation that each UCC-3 has been properly filed with the applicable filing office and for obtaining file-stamped copies. Status as of July 1, 2024: Executed UCC-3 termination statements have be

IV. Item 2: Mortgage and Deed of Trust Releases — VHG Properties Inc. Assets

IV.A. Description The Existing Credit Facility was secured by, among other things, mortgages and deeds of trust on certain real property assets held by VHG Properties Inc., a wholly owned subsidiary of VHG and one of the Guarantors under the Indenture. VHG Properties Inc. holds fee-simple interests in a portfolio of 32 hotel properties located across multiple states in the United States, which were pledged as collate

IV.B. Scope of Releases Required VHG Properties Inc. holds fee-simple interests in 32 hotel properties across multiple states, including but not limited to properties located in Florida, New York, Texas, California, Georgia, Illinois, Massachusetts, and Arizona. A release of mortgage, satisfaction of mortgage, reconveyance, or release of deed of trust (as applicable) is required to be recorded in the county recording

IV.C. Status Tracking Status as of July 1, 2024: Greystone National Bank, N.A. has delivered executed release instruments for approximately 24 of the 32 encumbered properties. The delivered instruments cover properties located in Florida (8 properties), New York (4 properties), Georgia (3 properties), Massachusetts (2 properties), Illinois (2 properties), Arizona (2 properties), and California (3 properties). The rem

V. Item 3: Compilation and Binding of Closing Binder

V.A. Description This item concerns the preparation of the comprehensive closing binder containing executed copies of all transaction documents, signature pages, ancillary certificates, legal opinions, and supporting materials related to the issuance of the Notes. The closing binder serves as the definitive record of all transaction documentation and is customarily prepared following closing and delivery of all post-

V.B. Contents of Closing Binder The closing binder includes the following documents, organized by tab as set forth in the Closing Index: Tab 1: Purchase Agreement, dated as of June 18, 2024, among Verimark Hospitality Group Inc., the Guarantors, and Kensington Barrow & Co., as Initial Purchaser (fully executed) Tab 2: Indenture, dated as of June 25, 2024, among Verimark Hospitality Group Inc., as Issuer, the Guaranto

V.C. Status Tracking Responsible Party: Claire Dempsey and Audrey Zhou (Calderwood & Harkness LLP) — responsible for compilation, organization, and quality review of all closing binder materials. Meridian Document Services Inc. — responsible for printing, assembly, and binding of final closing binder sets. Status as of July 1, 2024: The Closing Index has been finalized as of the July 2, 2024 version. Compilation of a

VI. Item 4: Confirmation of DTC FAST Eligibility

VI.A. Description The Notes are issued in global form and are held through The Depository Trust Company ("DTC") book-entry system. The DTC Letter of Representations was executed and delivered on June 25, 2024 by VHG and Fidelitas Trust Company, N.A. (acting in its capacity as Trustee, Registrar, and Transfer Agent; contact: Rebecca A. Marsden, Vice President, Corporate Trust Administration, 100 Wall Street, Suite 150

VI.B. Status Tracking Responsible Party: Fidelitas Trust Company, N.A. (Rebecca A. Marsden) — responsible for confirming FAST eligibility with DTC and providing written confirmation to Calderwood & Harkness LLP. Calderwood & Harkness LLP (Audrey Zhou) — responsible for follow-up and obtaining the written confirmation. Status as of July 1, 2024: The DTC Letter of Representations was delivered on June 25, 2024. Fidelit

VII. Summary Status Table The following table provides a consolidated summary of the status of all four post-closing items as of July 1, 2024 and July 8, 2024: Overall Assessment: All material post-closing items have been completed or substantially completed as of July 8, 2024, within the target completion date established at the outset of the post-closing process. The only item that remains open in any respect is It

VIII. Recommendation Based on the completion status of all post-closing items as of July 8, 2024, we respectfully recommend the following:

1. Matter Closure. The matter should be marked as closed and completed in Calderwood & Harkness's matter management system. All substantive post-closing deliverables have been completed or substantially completed, and no further action by the firm is required with respect to the remaining recording confirmations, which are being tracked by VHG in-house legal.

2. Remaining County Recording Confirmations. Any future inquiries regarding the status of remaining county recording confirmations for mortgage and deed of trust releases (Item 2) should be directed to David K. Moretti, General Counsel & Secretary, Verimark Hospitality Group Inc., at the contact information set forth in Section IX below.

3. Cross-Reference: Post-Closing Letter to Client. Please note that a Post-Closing Letter to Client, dated July 5, 2024, was sent by Theodore Langston to David K. Moretti summarizing VHG's ongoing obligations under the Indenture and the Registration Rights Agreement, including but not limited to periodic reporting obligations, restrictions on restricted payments and incurrence of indebtedness, and the obligation to c

4. Cross-Reference: Matter Closing Memorandum. A Matter Closing Memorandum is to be prepared and circulated upon final confirmation that all post-closing items have been fully completed, including receipt of any outstanding county recording confirmations. The Matter Closing Memorandum will be prepared by the undersigned and circulated to the deal team and the file.

IX. Key Contacts for Post-Closing Items The following table sets forth the key contacts for post-closing items for reference purposes:

X. Signature This memorandum was prepared by the undersigned and reflects the status of post-closing deliverables as of the dates indicated herein. Please contact me with any questions or if additional information is required. CALDERWOOD & HARKNESS LLP By: ________ Claire Dempsey Lead Associate, Capital Markets Date: July 1, 2024 (updated July 8, 2024) PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorand