Contract analysis

1. Verimark Resort Holdings LLC, a limited liability company organized under the laws of the State of Delaware

2. VHG Properties Inc., a corporation organized under the laws of the State of Delaware

3. Bayshore Hotel Management LLC, a limited liability company organized under the laws of the State of Florida

4. Verimark Capital Holdings LLC, a limited liability company organized under the laws of the State of Delaware

5. Pinnacle Lodging Enterprises Inc., a corporation organized under the laws of the State of Delaware Each Guarantor Joinder Agreement set forth herein is a standalone executed instrument and shall be effective independently of each other joinder agreement contained in this compilation. Prepared by Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, NY 10006 JOINDER AGREEMENT NO. 1 GUARANTOR JOINDER A

Section 1. Joinder to Indenture. The New Guarantor hereby agrees to become a "Guarantor" under the Indenture as if it were an original signatory thereto on the date of execution of the Indenture. By executing this Joinder Agreement, the New Guarantor assumes all of the rights and obligations of a Guarantor under the Indenture, including, without limitation, all obligations arising under Article 10 thereof (Subsidiary

Section 2. Joinder to Registration Rights Agreement. The New Guarantor hereby agrees to become a "Guarantor" under the Registration Rights Agreement as if it were an original signatory thereto on the date of execution of the Registration Rights Agreement. By executing this Joinder Agreement, the New Guarantor assumes all of the obligations of a Guarantor under the Registration Rights Agreement, including, without lim

Section 3. Representations and Warranties. The New Guarantor hereby represents and warrants to the Trustee, for the benefit of the Holders, as follows: (a) Organization and Good Standing. The New Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and o

Section 4. Limitation on Guarantee (Savings Clause). The obligations of the New Guarantor under the Guarantee set forth herein and under Article 10 of the Indenture shall be limited to the maximum amount that can be guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New Guarantor, voidable or unenforceable under applicable law relating to fraudulent conveyance or fraudulent transfer

Section 5. Notices. All notices and other communications to the New Guarantor hereunder or under the Indenture shall be in writing and shall be sent to: Verimark Resort Holdings LLC c/o Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Attention: David K. Moretti, General Counsel with a copy (which shall not constitute notice) to: Calderwood & Harkness LLP One Liberty Plaza, 45th Flo

Section 6. Governing Law. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws thereof that would require the application of the laws of any other jurisdiction.

Section 7. Counterparts. This Joinder Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission (including portable document format (.pdf)) shall be effective as delivery of a ma

Section 8. Trustee. The Trustee shall not be responsible for the validity or sufficiency of this Joinder Agreement or for the recitals contained herein, all of which recitals are made solely by the New Guarantor. All notices and communications to the Trustee hereunder shall be directed to: Fidelitas Trust Company, N.A. 100 Wall Street, Suite 1500 New York, NY 10005 Attention: Rebecca A. Marsden, Vice President, Corpo

Section 1. Joinder to Indenture. The New Guarantor hereby agrees to become a "Guarantor" under the Indenture as if it were an original signatory thereto on the date of execution of the Indenture. By executing this Joinder Agreement, the New Guarantor assumes all of the rights and obligations of a Guarantor under the Indenture, including, without limitation, all obligations arising under Article 10 thereof (Subsidiary

Section 2. Joinder to Registration Rights Agreement. The New Guarantor hereby agrees to become a "Guarantor" under the Registration Rights Agreement as if it were an original signatory thereto on the date of execution of the Registration Rights Agreement. By executing this Joinder Agreement, the New Guarantor assumes all of the obligations of a Guarantor under the Registration Rights Agreement, including, without lim

Section 3. Representations and Warranties. The New Guarantor hereby represents and warrants to the Trustee, for the benefit of the Holders, as follows: (a) Organization and Good Standing. The New Guarantor is a corporation duly incorporated, 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 properties and t

Section 4. Limitation on Guarantee (Savings Clause). The obligations of the New Guarantor under the Guarantee set forth herein and under Article 10 of the Indenture shall be limited to the maximum amount that can be guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New Guarantor, voidable or unenforceable under applicable law relating to fraudulent conveyance or fraudulent transfer

Section 5. Notices. All notices and other communications to the New Guarantor hereunder or under the Indenture shall be in writing and shall be sent to: VHG Properties Inc. c/o Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Attention: David K. Moretti, General Counsel with a copy (which shall not constitute notice) to: Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New Yo

Section 6. Governing Law. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws thereof that would require the application of the laws of any other jurisdiction.

Section 7. Counterparts. This Joinder Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission (including portable document format (.pdf)) shall be effective as delivery of a ma

Section 8. Trustee. The Trustee shall not be responsible for the validity or sufficiency of this Joinder Agreement or for the recitals contained herein, all of which recitals are made solely by the New Guarantor. All notices and communications to the Trustee hereunder shall be directed to: Fidelitas Trust Company, N.A. 100 Wall Street, Suite 1500 New York, NY 10005 Attention: Rebecca A. Marsden, Vice President, Corpo

Section 1. Joinder to Indenture. The New Guarantor hereby agrees to become a "Guarantor" under the Indenture as if it were an original signatory thereto on the date of execution of the Indenture. By executing this Joinder Agreement, the New Guarantor assumes all of the rights and obligations of a Guarantor under the Indenture, including, without limitation, all obligations arising under Article 10 thereof (Subsidiary

Section 2. Joinder to Registration Rights Agreement. The New Guarantor hereby agrees to become a "Guarantor" under the Registration Rights Agreement as if it were an original signatory thereto on the date of execution of the Registration Rights Agreement. By executing this Joinder Agreement, the New Guarantor assumes all of the obligations of a Guarantor under the Registration Rights Agreement, including, without lim

Section 3. Representations and Warranties. The New Guarantor hereby represents and warrants to the Trustee, for the benefit of the Holders, as follows: (a) Organization and Good Standing. The New Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida and has all requisite limited liability company power and authority to own, lease, and op

Section 4. Limitation on Guarantee (Savings Clause). The obligations of the New Guarantor under the Guarantee set forth herein and under Article 10 of the Indenture shall be limited to the maximum amount that can be guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New Guarantor, voidable or unenforceable under applicable law relating to fraudulent conveyance or fraudulent transfer

Section 5. Notices. All notices and other communications to the New Guarantor hereunder or under the Indenture shall be in writing and shall be sent to: Bayshore Hotel Management LLC c/o Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Attention: David K. Moretti, General Counsel with a copy (which shall not constitute notice) to: Calderwood & Harkness LLP One Liberty Plaza, 45th Fl

Section 6. Governing Law. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws thereof that would require the application of the laws of any other jurisdiction.

Section 7. Counterparts. This Joinder Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission (including portable document format (.pdf)) shall be effective as delivery of a ma

Section 8. Trustee. The Trustee shall not be responsible for the validity or sufficiency of this Joinder Agreement or for the recitals contained herein, all of which recitals are made solely by the New Guarantor. All notices and communications to the Trustee hereunder shall be directed to: Fidelitas Trust Company, N.A. 100 Wall Street, Suite 1500 New York, NY 10005 Attention: Rebecca A. Marsden, Vice President, Corpo

Section 1. Joinder to Indenture. The New Guarantor hereby agrees to become a "Guarantor" under the Indenture as if it were an original signatory thereto on the date of execution of the Indenture. By executing this Joinder Agreement, the New Guarantor assumes all of the rights and obligations of a Guarantor under the Indenture, including, without limitation, all obligations arising under Article 10 thereof (Subsidiary

Section 2. Joinder to Registration Rights Agreement. The New Guarantor hereby agrees to become a "Guarantor" under the Registration Rights Agreement as if it were an original signatory thereto on the date of execution of the Registration Rights Agreement. By executing this Joinder Agreement, the New Guarantor assumes all of the obligations of a Guarantor under the Registration Rights Agreement, including, without lim

Section 3. Representations and Warranties. The New Guarantor hereby represents and warrants to the Trustee, for the benefit of the Holders, as follows: (a) Organization and Good Standing. The New Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and o

Section 4. Limitation on Guarantee (Savings Clause). The obligations of the New Guarantor under the Guarantee set forth herein and under Article 10 of the Indenture shall be limited to the maximum amount that can be guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New Guarantor, voidable or unenforceable under applicable law relating to fraudulent conveyance or fraudulent transfer

Section 5. Notices. All notices and other communications to the New Guarantor hereunder or under the Indenture shall be in writing and shall be sent to: Verimark Capital Holdings LLC c/o Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Attention: David K. Moretti, General Counsel with a copy (which shall not constitute notice) to: Calderwood & Harkness LLP One Liberty Plaza, 45th Fl

Section 6. Governing Law. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws thereof that would require the application of the laws of any other jurisdiction.

Section 7. Counterparts. This Joinder Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission (including portable document format (.pdf)) shall be effective as delivery of a ma

Section 8. Trustee. The Trustee shall not be responsible for the validity or sufficiency of this Joinder Agreement or for the recitals contained herein, all of which recitals are made solely by the New Guarantor. All notices and communications to the Trustee hereunder shall be directed to: Fidelitas Trust Company, N.A. 100 Wall Street, Suite 1500 New York, NY 10005 Attention: Rebecca A. Marsden, Vice President, Corpo

Section 1. Joinder to Indenture. The New Guarantor hereby agrees to become a "Guarantor" under the Indenture as if it were an original signatory thereto on the date of execution of the Indenture. By executing this Joinder Agreement, the New Guarantor assumes all of the rights and obligations of a Guarantor under the Indenture, including, without limitation, all obligations arising under Article 10 thereof (Subsidiary

Section 2. Joinder to Registration Rights Agreement. The New Guarantor hereby agrees to become a "Guarantor" under the Registration Rights Agreement as if it were an original signatory thereto on the date of execution of the Registration Rights Agreement. By executing this Joinder Agreement, the New Guarantor assumes all of the obligations of a Guarantor under the Registration Rights Agreement, including, without lim

Section 3. Representations and Warranties. The New Guarantor hereby represents and warrants to the Trustee, for the benefit of the Holders, as follows: (a) Organization and Good Standing. The New Guarantor is a corporation duly incorporated, 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 properties and t

Section 4. Limitation on Guarantee (Savings Clause). The obligations of the New Guarantor under the Guarantee set forth herein and under Article 10 of the Indenture shall be limited to the maximum amount that can be guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New Guarantor, voidable or unenforceable under applicable law relating to fraudulent conveyance or fraudulent transfer

Section 5. Notices. All notices and other communications to the New Guarantor hereunder or under the Indenture shall be in writing and shall be sent to: Pinnacle Lodging Enterprises Inc. c/o Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Attention: David K. Moretti, General Counsel with a copy (which shall not constitute notice) to: Cald