Contract analysis

1. Confirmation of Successful Closing We are pleased to confirm that the closing (the "Closing") of the offering of $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") occurred on June 25, 2024 (the "Closing Date"). All conditions precedent to the Closing were satisfied or waived, and all deliverables required under the Purchase Agreement were timely provided by the applicable partie

2. Use of Proceeds and Existing Credit Facility Payoff In accordance with the Use of Proceeds disclosure set forth in the Final Offering Memorandum dated June 18, 2024, the net proceeds of the offering in the amount of $483,750,000 were applied as follows on the Closing Date: The term loans under that certain Amended and Restated Credit Agreement, dated as of March 15, 2021 (the "Existing Credit Facility"), by and am

3. Summary of Key Terms of the Notes Set forth below is a summary of the key economic and structural terms of the Notes. This summary is qualified in its entirety by reference to the Indenture and the Notes themselves, copies of which are included in the enclosed closing binder. Issuer: Verimark Hospitality Group Inc. Guarantors: Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verima

4. Ongoing Obligations Under the Indenture — Incurrence Covenants The Indenture contains a series of covenants that restrict the ability of VHG and its Restricted Subsidiaries to take certain actions. Importantly, these covenants are incurrence-based rather than maintenance-based, meaning that compliance is tested only at the time VHG proposes to take a specified action (e.g., incurring additional indebtedness or mak

Section 4.07 of the Indenture restricts the ability of VHG and its Restricted Subsidiaries to make "Restricted Payments," which include, among other things: (a) the declaration or payment of dividends or other distributions on equity interests of VHG (other than dividends payable solely in additional equity interests or in Qualified Stock); (b) the purchase, redemption, or other acquisition of equity interests of VHG

Section 4.12 of the Indenture restricts the ability of VHG and its Restricted Subsidiaries to create, incur, or suffer to exist any Lien securing Indebtedness on any asset or property of VHG or any Restricted Subsidiary, except for "Permitted Liens" as defined in the Indenture. The Permitted Liens include, among others, a general basket permitting Liens securing Indebtedness in an aggregate principal amount not to ex

Section 4.10 of the Indenture restricts the ability of VHG and its Restricted Subsidiaries to consummate Asset Sales (as defined in the Indenture). If VHG or any Restricted Subsidiary consummates an Asset Sale, the Net Proceeds thereof must be applied within 365 days of the receipt thereof to one or more of the following uses: (a) repayment of Senior Indebtedness (including the Notes); (b) acquisition of Replacement

Section 4.03 of the Indenture requires VHG to furnish to the Trustee and, upon written request, to holders and prospective holders of the Notes, the following reports and information: (a) Annual Reports. Within 90 days after the end of each fiscal year of VHG, annual reports containing audited consolidated financial statements of VHG and its consolidated subsidiaries, prepared in accordance with GAAP and accompanied

5. Ongoing Obligations Under the Registration Rights Agreement The Registration Rights Agreement, dated as of June 25, 2024 (the "Registration Rights Agreement"), among VHG, the Guarantors, and the Initial Purchasers, imposes certain obligations on VHG with respect to the registration of the Notes under the Securities Act. A summary of the key obligations follows. 5.1 Registration Statement Filing Deadline Pursuant t

6. Key Dates Calendar The following table sets forth a calendar of key dates and obligations arising from the transaction. We recommend that these dates be entered into VHG's corporate compliance calendar system and that responsibility for monitoring each item be assigned to the appropriate member of VHG's legal, finance, or treasury team.

7. Trustee and Paying Agent Information The following information should be maintained in VHG's records for purposes of all communications and notices under the Indenture: Indenture Trustee, Registrar, Paying Agent, and Transfer Agent: Fidelitas Trust Company, N.A. 100 Wall Street, Suite 1500 New York, New York 10005 Attention: Rebecca A. Marsden, Vice President, Corporate Trust Administration Trustee Account No.: 78

8. Enclosed Closing Binder Enclosed with this letter is one complete closing binder containing executed counterparts and conformed copies of all transaction documents. The closing binder is organized as reflected in the Closing Index dated July 2, 2024, which is included as the first item in the binder. The closing binder includes the following principal documents:

1. Purchase Agreement, dated June 18, 2024, among VHG, the Guarantors, and the Initial Purchasers

2. Indenture, dated June 25, 2024, among VHG, the Guarantors, and Fidelitas Trust Company, N.A., as Trustee

3. Forms of Global Notes (Rule 144A Global Note and Regulation S Global Note)

4. Registration Rights Agreement, dated June 25, 2024, among VHG, the Guarantors, and the Initial Purchasers

5. Escrow Agreement, dated June 18, 2024

6. Guarantor Joinder Agreements (each dated June 25, 2024) for each of the Guarantors

7. Officer's Certificate of VHG, dated June 25, 2024

8. Secretary's Certificate of VHG, dated June 25, 2024

9. Board Resolutions of VHG, dated June 14, 2024

10. Board Resolutions (or equivalent authorizing actions) of each Guarantor Subsidiary, each dated June 14, 2024

11. Good Standing Certificates for VHG and each Guarantor from their respective jurisdictions of formation

12. Legal Opinion of Calderwood & Harkness LLP, dated June 25, 2024

13. Tax Opinion of Calderwood & Harkness LLP, dated June 25, 2024 14. 10b-5 Negative Assurance Letter of Calderwood & Harkness LLP, dated June 25, 2024

15. Payoff Letter from Greystone National Bank, N.A., dated June 21, 2024

16. Lien Release and Termination Request Letter, dated June 24, 2024

17. Notice of Termination of Existing Credit Agreement, dated June 25, 2024

18. Final Offering Memorandum, dated June 18, 2024

19. DTC Letter of Representations, dated June 25, 2024

20. Funds Flow Memorandum, dated June 24, 2024 Additional copies of the closing binder or any individual document included therein are available upon request. Electronic copies of all documents can also be made available through our secure document portal.

9. Post-Closing Items Certain post-closing items remain in process and are being tracked by our office. Specifically: (a) UCC-3 Termination Statements. UCC-3 termination statements are being prepared and filed in the applicable jurisdictions (including the Delaware Secretary of State, the Florida Secured Transaction Registry, and the Nevada Secretary of State) to terminate the financing statements previously filed in

10. Ratings For your records, the Notes have been assigned the following credit ratings: These ratings are current as of the Closing Date and reflect the rating agencies' assessment of VHG's creditworthiness and the terms and conditions of the Notes. VHG should be aware that any material changes in the Company's financial condition, business strategy, capital structure, or other factors that could affect creditworthi

11. Continuing Availability of Counsel Calderwood & Harkness LLP remains available to assist VHG with all matters arising from the Notes offering and the ongoing obligations described in this letter. Our areas of continuing availability include, without limitation: • Preparation of the Exchange Offer Registration Statement and all related SEC filings, correspondence, and compliance matters; • Analysis of covenant com