Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms have the meanings set forth below: "Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or required by law, regulation, or executive order to close or remain closed. For the avoidance of doubt, banking institutions shall not be deemed authorized or required t

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of or to this Agreement, and references to "paragraphs" and "clauses" are to separate paragraphs and clauses of the Section in which the reference occurs. (b) Unless the context otherwise requires, words i

ARTICLE II — ESTABLISHMENT AND FUNDING OF ESCROW ACCOUNT

Section 2.01 — Establishment of Escrow Account (a) The Escrow Agent hereby confirms that it has established and will maintain a segregated escrow account designated as Account No. 7841-0293-551 at Fidelitas Trust Company, N.A., 100 Wall Street, Suite 1500, New York, NY 10005 (the "Escrow Account"). The Escrow Account shall be titled: "Fidelitas Trust Company, N.A., as Escrow Agent — Verimark Hospitality Group Inc. Se

Section 2.02 — Deposit of Escrow Funds (a) On the date hereof, or as promptly as practicable following pricing of the Notes (but in no event later than 5:00 p.m. (New York City time) on June 19, 2024), the Representative, on behalf of the Initial Purchasers, shall cause the Gross Proceeds in the amount of Four Hundred Ninety-Two Million Five Hundred Thousand Dollars ($492,500,000) to be deposited into the Escrow Acco

Section 2.03 — Holding of Escrow Funds (a) The Escrow Agent shall hold the Escrow Funds in the Escrow Account and shall not disburse, release, transfer, or otherwise dispose of any portion of the Escrow Funds, or create or permit any lien, encumbrance, or security interest in or on the Escrow Funds, except as expressly provided in Article III of this Agreement or as otherwise directed by Joint Release Instructions or

Section 2.04 — Investment of Escrow Funds (a) Unless the Issuer and the Representative shall have delivered joint written instructions to the Escrow Agent directing that the Escrow Funds be invested in Permitted Investments, the Escrow Funds shall remain uninvested in the Escrow Account as a non-interest bearing demand deposit. The Escrow Agent shall have no duty to solicit, recommend, or advise with respect to any i

ARTICLE III — RELEASE AND DISBURSEMENT OF ESCROW FUNDS

Section 3.01 — Release Upon Closing (a) Upon satisfaction or waiver of all conditions to closing under Article VII of the Purchase Agreement, and upon receipt by the Escrow Agent of Joint Release Instructions in the form attached hereto as Exhibit B (which Joint Release Instructions may be delivered to the Escrow Agent by electronic mail or facsimile transmission, with the originals to follow by overnight courier), e

Section 3.02 — Release Upon Failure to Close / Termination (a) In the event that: (i) the Closing has not occurred on or before the Outside Date (initially July 2, 2024, as such date may be extended in accordance with the definition thereof); (ii) the Purchase Agreement is terminated in accordance with its terms prior to the Closing for any reason; or (iii) the Escrow Agent receives Joint Release Instructions execute

Section 3.03 — Partial Releases No partial releases or partial disbursements of Escrow Funds shall be permitted except (a) pursuant to Sections 3.01 and 3.02, which contemplate the disbursement of the entire balance of the Escrow Funds (subject to the allocation provisions set forth therein), or (b) as the Issuer and the Representative may jointly direct in writing by delivery of Joint Release Instructions specifying

Section 3.04 — Tax Reporting (a) For all United States federal, state, and local income tax purposes, the Issuer shall be treated as the owner of the Escrow Funds, and all interest, earnings, and income (if any) on the Escrow Funds shall be reported as income of the Issuer. The Escrow Agent shall associate Employer Identification Number 84-3291057 with the Escrow Account for all tax reporting purposes. (b) The Escrow

Section 4.01 — Duties and Responsibilities (a) The duties, responsibilities, and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement, and the Escrow Agent shall have no implied duties or obligations whatsoever. The Escrow Agent shall not be subject to, and need not comply with, any other agreement to which any other party hereto may be a party or by which any other party he

Section 4.02 — Standard of Care; Limitation of Liability (a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within its rights or powers conferred upon it by this Agreement, except for its own gross negligence, willful misconduct, or bad faith (each as determined by a final, non-appealable judgment of a court of competent juri

Section 4.03 — Reliance (a) The Escrow Agent may rely, and shall be fully protected in acting or refraining from acting, upon any notice, instruction, request, certificate, direction, statement, document, or other communication (including any transmitted by electronic mail or facsimile) believed by the Escrow Agent in good faith to be genuine and to have been signed, sent, or presented by the proper Person or Persons

Section 4.04 — Indemnification (a) The Issuer and the Representative (severally, not jointly, in proportion to their respective interests — the Issuer: fifty percent (50%); the Representative on behalf of the Initial Purchasers: fifty percent (50%)) shall indemnify, defend, and hold harmless the Escrow Agent and each of its officers, directors, employees, agents, and affiliates (each, an "Indemnified Party") from and

Section 4.05 — Compensation and Expenses (a) The Escrow Agent shall receive compensation for its services rendered under this Agreement as set forth in the fee schedule attached hereto as Exhibit A, which fee schedule is incorporated herein by reference. All fees set forth in Exhibit A are non-refundable. (b) All fees, costs, and expenses of the Escrow Agent incurred in connection with the performance of its duties u

Section 4.06 — Resignation and Removal (a) The Escrow Agent may resign and be discharged from its duties and obligations hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to each of the Issuer and the Representative, specifying the date upon which such resignation shall take effect. Such notice shall specify the proposed effective date of resignation, which shall

Section 4.07 — Successor Escrow Agent (a) Any successor escrow agent appointed pursuant to Section 4.06 shall be a bank or trust company organized and existing under the laws of the United States or any state thereof, having capital and surplus of not less than Five Hundred Million Dollars ($500,000,000), and shall be authorized under applicable law to act as an escrow agent. Such successor escrow agent shall execute

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.01 — Representations and Warranties of the Issuer The Issuer hereby represents and warrants to the Representative and the Escrow Agent as of the date hereof as follows: (a) Organization and Good Standing. The Issuer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its

Section 5.02 — Representations and Warranties of the Representative The Representative hereby represents and warrants to the Issuer and the Escrow Agent as of the date hereof as follows: (a) Organization and Existence. The Representative is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite partnership power and authority to carry

Section 5.03 — Representations and Warranties of the Escrow Agent The Escrow Agent hereby represents and warrants to the Issuer and the Representative as of the date hereof as follows: (a) Organization and Existence. The Escrow Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States and is authorized to exercise corporate trust powers. (b) Pow

ARTICLE VI — DISPUTE RESOLUTION

Section 6.01 — Conflicting Instructions (a) If at any time the Escrow Agent shall receive or become aware of conflicting instructions, claims, demands, or notices from the Issuer and the Representative (or from any other Person claiming an interest in the Escrow Funds) with respect to the Escrow Funds or any portion thereof, the Escrow Agent shall be entitled, in its sole and absolute discretion, to refrain from taki

Section 6.02 — Interpleader (a) In the event of any dispute, uncertainty, or disagreement between any of the parties hereto or between any party hereto and any other Person with respect to the Escrow Funds or the Escrow Agent's duties or obligations under this Agreement, the Escrow Agent shall have the right (but not the obligation) to commence an interpleader action or similar proceeding in any court of competent ju

Section 7.01 — Termination (a) This Agreement shall terminate automatically, without any further action by the parties, upon the earliest to occur of: (i) the disbursement of all Escrow Funds in accordance with Section 3.01 (release upon closing); (ii) the return of all Escrow Funds in accordance with Section 3.02 (release upon failure to close or termination); (iii) the deposit of the Escrow Funds into the registry

Section 8.01 — Notices (a) All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or such other address as a party may designate by notice given to the other parties in accordance with this Section): (i) If to the Issuer: Verimark Hospitality Group Inc. 2400

Section 8.02 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction, other than Section 5-1401 of the New York General Obligations Law (which by its terms applies to this Agreement).

Section 8.03 — Jurisdiction; Venue (a) Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan, City of New York, for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement, and each party hereto irre

Section 8.04 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS

Section 8.05 — Amendments and Waivers (a) This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by each of the Issuer, the Representative, and the Escrow Agent. No amendment, modification, or supplement to this Agreement shall be effective unless made in compliance with this Section 8.05. (b) No waiver of any provision of this Agreement, or consent to any departure from t

Section 8.06 — Entire Agreement This Agreement (including the Exhibits attached hereto, which are incorporated herein by reference and made a part hereof) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, representations, and warranties, both written and oral, among the parties hereto with respect to s