1021-00002 · Verimark Hospitality Group · Closing

dtc-letter-of-representations.docx DOCUMENT Capital Markets

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June 25, 2024

Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 EIN: 84-3291057

Fidelitas Trust Company, N.A. 100 Wall Street, Suite 1500 New York, NY 10005

The Depository Trust Company 55 Water Street New York, New York 10041

LETTER OF REPRESENTATIONS

Re: Letter of Representations — Verimark Hospitality Group Inc. 8.250% Senior Notes due 2031; Aggregate Principal Amount: $500,000,000; CUSIP Numbers: 923847 AA 5 (144A Global Note) and U92384 AA 8 (Regulation S Global Note); ISIN Numbers: US923847AA52 (144A) and USU92384AA83 (Regulation S)

Ladies and Gentlemen:

This Letter of Representations (this "Letter of Representations") is delivered to The Depository Trust Company ("DTC") jointly by Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Issuer"), whose principal executive offices are located at 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129, and whose common stock is listed on the Nasdaq Stock Market under the ticker symbol "VMRK," and Fidelitas Trust Company, N.A., a national banking association organized under the laws of the United States (in its capacities as the "Trustee," the "Registrar," the "Paying Agent," and the "Transfer Agent" under the Indenture defined below), having its principal corporate trust office at 100 Wall Street, Suite 1500, New York, NY 10005.

RECITALS

WHEREAS, the Issuer has issued $500,000,000 in aggregate principal amount of its 8.250% Senior Notes due 2031 (the "Notes");

WHEREAS, the Notes were issued pursuant to that certain Indenture dated as of June 25, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Indenture"), among the Issuer, the Guarantors party thereto (being Verimark Resort Holdings LLC, a Delaware limited liability company, VHG Properties Inc., a Delaware corporation, Bayshore Hotel Management LLC, a Florida limited liability company, Verimark Capital Holdings LLC, a Delaware limited liability company, and Pinnacle Lodging Enterprises Inc., a Nevada corporation, collectively, the "Guarantors"), and Fidelitas Trust Company, N.A., as Trustee;

WHEREAS, the Notes have been offered and sold in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), specifically pursuant to Rule 144A under the Securities Act and Regulation S under the Securities Act;

WHEREAS, the Notes are represented by one or more global notes (each, a "Global Note," and collectively, the "Global Notes"), which Global Notes are registered in the name of Cede & Co., as nominee of DTC;

WHEREAS, the Notes were offered and sold pursuant to that certain Purchase Agreement dated as of June 18, 2024 (the "Purchase Agreement"), among the Issuer, the Guarantors, and Kensington Barrow & Co., as the representative (the "Representative") of the initial purchasers named therein (which initial purchasers include the Representative, Ridgeline Capital Markets LLC, and Stonebridge Marvelo Securities Inc., collectively, the "Initial Purchasers");

WHEREAS, the Issuer and the Trustee (acting in its capacities as Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture) desire that the Notes be made eligible for DTC's book-entry settlement system and related depository services; and

WHEREAS, this Letter of Representations is being delivered in connection with the arrangements for the Notes to be held through DTC's book-entry facilities and is intended to set forth certain matters with respect to the Notes, DTC, the Issuer, and the Trustee in connection therewith.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Trustee jointly represent, warrant, acknowledge, and agree as follows:

Section 1. Description of the Notes

The following is a summary description of the material terms of the Notes for purposes of DTC's records and book-entry system. This summary is qualified in its entirety by reference to the Indenture and the Global Notes, copies of which have been or will be furnished to DTC upon request.

Full Title: 8.250% Senior Notes due 2031

Issuer: Verimark Hospitality Group Inc., a Delaware corporation (Nasdaq: VMRK; EIN: 84-3291057)

Aggregate Principal Amount: $500,000,000

Coupon Rate: 8.250% per annum, computed on the basis of a 360-day year comprised of twelve 30-day months

Interest Payment Dates: Interest on the Notes shall be payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2025

First Interest Accrual Date: July 1, 2024

Maturity Date: July 1, 2031

Issue Price: 98.500% of the principal amount of the Notes

Original Issue discount: 1.500% of the principal amount of the Notes, or $7,500,000 in the aggregate

CUSIP Number (144A Global Note): 923847 AA 5

CUSIP Number (Regulation S Global Note): U92384 AA 8

ISIN (144A Global Note): US923847AA52

ISIN (Regulation S Global Note): USU92384AA83

Ranking: The Notes are unsecured senior obligations of the Issuer, ranking pari passu in right of payment with all existing and future unsecured senior indebtedness of the Issuer, and senior in right of payment to all existing and future subordinated indebtedness of the Issuer. The Notes are guaranteed on a senior unsecured basis by each of the Guarantors pursuant to the terms of the Indenture.

Optional Redemption: The Notes are subject to optional redemption by the Issuer, in whole or in part, at the following redemption prices (expressed as percentages of the principal amount thereof), plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on the dates set forth below:

Prior to July 1, 2027, the Notes may be redeemed at the Issuer's option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the applicable "make-whole" premium (as defined in the Indenture), plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

Equity Clawback: At any time prior to July 1, 2027, the Issuer may redeem up to 40% of the original aggregate principal amount of the Notes (an amount not to exceed $200,000,000) with the net cash proceeds of one or more equity offerings at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, subject to the conditions set forth in the Indenture, including the requirement that at least 60% of the original aggregate principal amount of the Notes remain outstanding immediately after any such redemption.

Change of Control: Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each holder of the Notes shall have the right to require the Issuer to repurchase all or any part of such holder's Notes at a purchase price equal to 101.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Authorized Denominations: The Notes shall be issuable only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Registration Status: The Notes have not been registered under the Securities Act or under any state securities laws. The Notes were offered and sold in reliance upon the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act. The Global Notes bear restrictive legends in accordance with the Securities Act and the Indenture.

Section 2. Representations of the Issuer

The Issuer hereby represents, warrants, and agrees to and for the benefit of DTC as follows:

(a) Due Authorization. The Notes have been duly authorized by all necessary corporate action on the part of the Issuer, and the Global Notes have been duly executed by the Issuer, authenticated by the Trustee, and delivered in accordance with the terms of the Indenture. The Indenture constitutes a legal, valid, and binding obligation of the Issuer, enforceable in accordance with its terms, subject to customary enforceability exceptions.

(b) Registration in Name of Cede & Co. The Global Notes have been registered in the name of Cede & Co., as nominee for DTC, and have been delivered to the Trustee as custodian for DTC. The Issuer acknowledges that Cede & Co. will be shown as the sole registered holder of the Global Notes on the books and records maintained by the Trustee as Registrar.

(c) Compliance with DTC Requirements. The Issuer shall comply, and shall use its commercially reasonable efforts to cause its agents to comply, with all applicable requirements of DTC in connection with the Notes, including, without limitation, DTC's Operational Arrangements, as such requirements and arrangements may be amended, supplemented, or modified from time to time, copies of which have been made available to the Issuer.

(d) Timely Notice to DTC. The Issuer shall give, or shall cause the Trustee to give, to DTC timely advance notice of:

(i) any redemption of the Notes, whether such redemption is an optional redemption, an equity clawback redemption, or a repurchase following a Change of Control Triggering Event, including the redemption date, the redemption price, and the principal amount of Notes to be redeemed;

(ii) any defeasance or covenant defeasance of the Notes in accordance with the terms of the Indenture;

(iii) any acceleration of the maturity of the Notes following the occurrence and continuation of an Event of Default under the Indenture;

(iv) any proposed amendment, supplement, or waiver to the Indenture that would affect the terms of the Notes or the rights of the holders thereof, including any proposed amendment requiring the consent of holders;

(v) any change in the record date, interest payment date, maturity date, or other payment date with respect to the Notes; and

(vi) any other event occurring under the Indenture that requires notice to be given to the holders of the Notes, including, without limitation, any event relating to the payment of additional interest under the Registration Rights Agreement (as defined below) or any change in tax withholding requirements.

Such notices shall be delivered in accordance with DTC's then-current procedures and within the time periods prescribed by such procedures or, if no such time period is specified, at least fifteen (15) business days prior to the applicable event (or such shorter period as DTC may accept).

(e) Partial Redemption. In the event of any partial redemption of the Notes, the Issuer shall cooperate with DTC in selecting the Notes (or portions thereof) to be redeemed in accordance with DTC's applicable procedures, including DTC's pro rata pass-through distribution of principal procedures or lottery procedures, as applicable, and shall provide DTC with all information reasonably required to facilitate such selection.

(f) DTC Not a Trustee. The Issuer acknowledges and agrees that DTC is not a trustee, fiduciary, or agent of the Issuer or of any holder of the Notes and that DTC owes no fiduciary duty to the holders of the Notes or to any DTC participant or beneficial owner. The Issuer further acknowledges that DTC's role is limited to acting as a depository for the Global Notes and providing book-entry transfer and settlement services in accordance with DTC's rules and procedures.

(g) No Fees on Book-Entry Transfers. The Issuer will not direct the Trustee (in any of its capacities under the Indenture) to impose any fee, charge, or other amount in connection with any transfer or exchange of beneficial interests in the Global Notes effected through DTC's book-entry system. This representation shall not be construed to limit or restrict any fee that may be payable by a holder in connection with the issuance of a certificated Note upon withdrawal of a beneficial interest from DTC, to the extent such fee is permitted under the Indenture.

(h) Information Requests. The Issuer shall provide to DTC, upon DTC's reasonable written request, such information regarding the Notes, the Indenture, and the financial condition of the Issuer and the Guarantors as DTC may reasonably require in order to carry out its functions as depository with respect to the Notes, subject to applicable law and any applicable confidentiality restrictions. The Issuer shall use commercially reasonable efforts to respond to any such request within ten (10) business days of receipt thereof.

Section 3. Representations of the Trustee, Registrar, Paying Agent, and Transfer Agent

Fidelitas Trust Company, N.A. hereby represents, warrants, and agrees to and for the benefit of DTC as follows:

(a) Due Appointment. Fidelitas Trust Company, N.A. has been duly appointed as Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture, has accepted such appointments, and has the full power and authority to act in such capacities in connection with the Notes and this Letter of Representations.

(b) FAST Agent. Fidelitas Trust Company, N.A. shall act as a "FAST" (Fast Automated Securities Transfer) agent for the Notes and shall maintain a FAST balance certificate on behalf of and for the benefit of DTC. In its capacity as a FAST agent, Fidelitas Trust Company, N.A. shall maintain custody of the Global Notes and shall make adjustments to the balance certificates to reflect increases and decreases in the principal amount of the Global Notes as directed by DTC in accordance with DTC's procedures.

(c) Compliance with FAST Procedures and Operational Arrangements. Fidelitas Trust Company, N.A. shall comply with DTC's FAST procedures, DTC's Operational Arrangements, and any other applicable DTC requirements, in each case as the same may be amended, supplemented, or modified from time to time. Fidelitas Trust Company, N.A. shall execute such documents, instruments, and agreements, and shall take such further actions, as DTC may reasonably require from time to time in connection with the Notes and the services contemplated by this Letter of Representations.

(d) Payments to Cede & Co. Fidelitas Trust Company, N.A. shall make all payments of interest, principal, premium (if any), additional interest (if any), and any other amounts due under the Indenture with respect to the Notes to Cede & Co., as the registered holder of the Global Notes, by wire transfer of immediately available funds to DTC's account or as DTC shall otherwise direct in writing, on each applicable payment date. Such payments shall be made no later than 9:30 a.m. (New York City time) on the applicable payment date, or at such other time as DTC may specify.

(e) Payment Amounts. Based on the current aggregate principal amount of the Notes outstanding:

(i) Semi-annual interest payments: $20,625,000 per semi-annual period (representing 8.250% per annum on $500,000,000 of principal), payable on each January 1 and July 1, with the first interest payment payable on January 1, 2025, covering the interest period from July 1, 2024 through and including December 31, 2024;

(ii) Principal payment at maturity: $500,000,000, payable on July 1, 2031 (or, if applicable, such earlier date on which the Notes become due and payable by reason of optional redemption, equity clawback, acceleration, or otherwise in accordance with the terms of the Indenture).

The foregoing payment amounts are subject to adjustment in the event of any partial redemption, repurchase, or cancellation of Notes, or in the event of any increase in the aggregate principal amount of Notes outstanding pursuant to the issuance of additional Notes under the Indenture.

(f) Notification of Payment Information. Fidelitas Trust Company, N.A. shall provide DTC with timely notification of all payment amounts, payment dates, record dates, and any adjustments thereto. Such notification shall be given in accordance with DTC's then-current procedures and within the time periods required thereby. Without limiting the foregoing, Fidelitas Trust Company, N.A. shall notify DTC of the record date for each interest payment, which record date shall be December 15 and June 15 (or, if such day is not a business day, the immediately preceding business day), being the fifteenth (15th) day prior to each respective interest payment date, or as otherwise provided in the Indenture.

(g) Maintenance of Register. Fidelitas Trust Company, N.A. shall maintain the register of holders of the Notes (the "Register"), and the Register shall show Cede & Co. as the sole registered holder of the Global Notes. Fidelitas Trust Company, N.A. shall not register any transfer of the Global Notes except as directed by DTC or in accordance with the terms of the Indenture.

(h) Transfer Restrictions. Fidelitas Trust Company, N.A. shall not complete any transfer or exchange of beneficial interests in the Global Notes except in accordance with DTC's applicable procedures and the transfer restrictions set forth in the Indenture, including, without limitation, the applicable restrictive legends borne by the Global Notes relating to the restrictions on transfer under Rule 144A and Regulation S under the Securities Act. Fidelitas Trust Company, N.A. shall require delivery of such certifications, legal opinions, and other documentation as may be required under the Indenture prior to registering any transfer of a beneficial interest from a Rule 144A Global Note to a Regulation S Global Note, or vice versa.

(i) Withdrawal and Issuance of Certificated Notes. In the event that any beneficial interest in a Global Note is to be withdrawn from DTC and a certificated Note in definitive form (a "Definitive Note") is to be issued to the applicable beneficial owner (in the limited circumstances provided in the Indenture, including, without limitation, upon the occurrence of a DTC discontinuance Event or an Event of Default under the Indenture), Fidelitas Trust Company, N.A. shall coordinate with DTC to reduce the principal amount of the applicable Global Note by the principal amount of the Definitive Note to be issued, and shall issue the Definitive Note to the applicable beneficial owner, registered in such name and delivered to such address as shall be specified in the applicable instructions received from DTC or the beneficial owner, all in accordance with the terms of the Indenture and DTC's applicable procedures.

(j) Trustee Account for Distributions. For purposes of payments and distributions by DTC in connection with the Notes, the Fidelitas Trust Company, N.A. account number for receipt of distributions is: 7841-0293-551. In the event of any change to such account number, Fidelitas Trust Company, N.A. shall promptly notify DTC of the new account information.

Section 4. Agreement Regarding DTC's Book-Entry System

The Issuer and the Trustee jointly acknowledge and agree, for the benefit of DTC, as follows:

(a) Cede & Co. as Sole Registered Holder. DTC's nominee, Cede & Co., will be the sole registered holder of the Global Notes on the Register, and neither the Issuer nor the Trustee will recognize any person other than Cede & Co. as the registered holder of the Global Notes for any purpose under the Indenture, including, without limitation, for purposes of receiving notices, exercising remedies, voting, or giving consents. The foregoing is subject to the limited circumstances described in the Indenture in which a beneficial interest may be withdrawn from DTC and a Definitive Note issued in the name of the applicable beneficial owner, in which case such beneficial owner shall become a registered holder upon entry of its name in the Register.

(b) Payments to Cede & Co. All payments of principal, interest, premium (if any), additional interest (if any), and all other amounts due on or with respect to the Notes shall be made to Cede & Co. as the registered holder of the Global Notes. Without limiting the generality of the foregoing, any additional interest payable under the Registration Rights Agreement dated as of June 25, 2024 (the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Representative, in the event of a registration default (including, without limitation, the failure by the Issuer to file a shelf registration statement with the Securities and Exchange Commission on or prior to January 4, 2025, or the failure of such registration statement to be declared effective on or prior to July 8, 2025), shall be paid to Cede & Co. as the registered holder. Such additional interest shall accrue at a rate of 0.25% per annum for the first 90-day period following the occurrence of such registration default, and shall increase by an additional 0.25% per annum for each subsequent 90-day period during which such registration default continues, up to a maximum aggregate additional interest rate of 1.00% per annum, in each case in accordance with the terms and conditions of the Registration Rights Agreement. The Issuer and the Trustee acknowledge that DTC will credit such payments to DTC participants' accounts in accordance with DTC's procedures.

(c) Book-Entry Transfers. Transfers of beneficial interests in the Global Notes between DTC participants shall be effected through DTC's book-entry system in accordance with DTC's rules and procedures, and neither the Issuer nor the Trustee shall have any obligation, duty, or responsibility to any DTC participant, indirect DTC participant, or beneficial owner with respect to the accuracy of the records of DTC or any DTC participant relating to beneficial interests in the Global Notes, the delivery of notices or payments to DTC participants, indirect participants, or beneficial owners, or any other matter relating to the actions and practices of DTC or its participants. The Issuer and the Trustee may conclusively rely upon, and shall be protected in relying upon, information received from DTC and its participants with respect to the ownership of beneficial interests in the Global Notes.

(d) discontinuance of DTC Services. DTC may discontinue providing its services as depository with respect to the Notes at any time by giving reasonable written notice to the Issuer and the Trustee. In the event that DTC discontinues its services and a successor depository is not obtained within ninety (90) days after the Issuer receives such notice, the Issuer shall cause certificated Definitive Notes to be printed, authenticated, and delivered to the beneficial owners of the Notes in exchange for their respective beneficial interests in the Global Notes, all in accordance with the terms and conditions of the Indenture.

(e) Limitation of Liability. Neither the Issuer nor the Trustee shall be liable for any act, omission, default, negligence, or misconduct of DTC, Cede & Co., or any DTC participant or indirect participant in connection with the performance of their respective obligations with respect to the Notes, the Global Notes, or the book-entry system maintained by DTC. The Issuer and the Trustee shall be entitled to treat Cede & Co. as the absolute owner of the Global Notes for all purposes, and shall not be affected by any notice to the contrary.

Section 5. Contact Information

All communications from DTC to the Issuer, the Trustee, or their respective representatives in connection with the Notes and this Letter of Representations shall be directed as follows:

Issuer Contact:

Verimark Hospitality Group Inc.

Attention: David K. Moretti, General Counsel & Secretary

2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Telephone: (305) 555-4700

Email: dmoretti@verimarkhospitality.com

With a copy to:

Patricia R. Henning, Chief Financial Officer Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Telephone: (305) 555-4715

Email: phenning@verimarkhospitality.com

Trustee Contact:

Fidelitas Trust Company, N.A.

Attention: Rebecca A. Marsden, Vice President, Corporate Trust Administration

100 Wall Street, Suite 1500 New York, NY 10005 Telephone: (212) 555-8300

Email: rmarsden@fidelitastrust.com

Issuer's Counsel (for reference only):

Calderwood & Harkness LLP

Attention: Theodore Langston / Claire Dempsey

One Liberty Plaza, 45th Floor New York, NY 10006 Telephone: (212) 555-6200

The Issuer and the Trustee shall promptly notify DTC in writing of any change in the contact information set forth above.

Section 6. Miscellaneous Provisions

(a) Amendment. This Letter of Representations may not be amended, supplemented, modified, or waived except by an instrument in writing signed by each of the Issuer, the Trustee, and DTC. No failure or delay on the part of DTC in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

(b) Binding Effect; Successors and Assigns. This Letter of Representations shall be binding upon the Issuer and the Trustee and their respective successors and assigns, and shall inure to the benefit of DTC and its successors and assigns. Neither the Issuer nor the Trustee may assign its rights or obligations hereunder without the prior written consent of DTC, except that (i) the Issuer's obligations hereunder shall be assumed by any successor to the Issuer by merger, consolidation, or transfer of all or substantially all of its assets in accordance with the terms of the Indenture, and (ii) a successor Trustee appointed in accordance with the terms of the Indenture shall succeed to the rights and obligations of the Trustee hereunder.

(c) Governing Law. This Letter of Representations shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws thereof that would require the application of the laws of any other jurisdiction.

(d) Duration. This Letter of Representations shall remain in full force and effect for so long as any Notes remain outstanding under the Indenture, and shall terminate upon the earlier of (i) the date on which no Notes remain outstanding under the Indenture, (ii) the date on which the Indenture has been discharged or defeased in full in accordance with its terms, or (iii) the date on which DTC ceases to act as depository for the Notes and no successor depository has been appointed.

(e) Conflict with Indenture. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Letter of Representations and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall control and prevail in all respects. Nothing in this Letter of Representations shall be construed to modify, amend, or limit any provision of the Indenture or the rights and obligations of the parties thereto.

(f) Counterparts. This Letter of Representations may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Letter of Representations by facsimile transmission or by electronic means (including portable document format (.pdf)) shall be effective as delivery of a manually executed counterpart of this Letter of Representations.

(g) Defined Terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture dated as of June 25, 2024, among the Issuer, the Guarantors, and Fidelitas Trust Company, N.A., as Trustee.

[Remainder of this page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, the undersigned have caused this Letter of Representations to be duly executed and delivered as of the date first written above.

ISSUER:

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Patricia R. Henning

Title: Chief Financial Officer

By: ________

Name: David K. Moretti

Title: General Counsel & Secretary

TRUSTEE, REGISTRAR, PAYING AGENT, AND TRANSFER AGENT:

FIDELITAS TRUST COMPANY, N.A., as Trustee, Registrar, Paying Agent, and Transfer Agent

By: ________

Name: Rebecca A. Marsden

Title: Vice President, Corporate Trust Administration

ACKNOWLEDGED AND AGREED:

THE DEPOSITORY TRUST COMPANY

By: ________

Name: ________

Title: ________

Date: ________

ANNEX A

GLOBAL NOTE INFORMATION

The following table sets forth certain summary information with respect to the Global Notes representing the 8.250% Senior Notes due 2031 issued by Verimark Hospitality Group Inc. pursuant to the Indenture dated as of June 25, 2024. This summary is qualified in its entirety by reference to the Indenture and the Global Notes.

Notes:

1. Record dates for interest payments are the December 15 and June 15 immediately preceding each January 1 and July 1 interest payment date, respectively (being fifteen (15) days prior to each payment date), or as otherwise set forth in the Indenture. If any record date falls on a day that is not a business day, the record date shall be the immediately preceding business day.

2. Semi-annual interest payment amounts (based on full aggregate principal amount outstanding of $500,000,000) are $20,625,000 per payment date, allocated between the 144A Global Note and the Regulation S Global Note based on the respective outstanding principal amounts thereof as of the applicable record date.

3. The initial principal amounts of the 144A Global Note and the Regulation S Global Note reflect the allocation of Notes as between Rule 144A purchasers and Regulation S purchasers as of the date of initial issuance. The principal amounts of the Global Notes may increase or decrease from time to time as a result of transfers of beneficial interests between the 144A Global Note and the Regulation S Global Note in accordance with the transfer restrictions set forth in the Indenture, the issuance of additional Notes under the Indenture, or partial redemptions or repurchases of Notes.

4. All distributions and payments with respect to the Global Notes shall be made to Fidelitas Trust Company, N.A. Account No. 7841-0293-551, or as otherwise directed by DTC.

End of Annex A

Redemption Period Commencing	Redemption Price
On or after July 1, 2027	104.125%
On or after July 1, 2028	102.063%
On or after July 1, 2029	100.000%
144A Global Note	Regulation S Global Note
CUSIP	923847 AA 5	U92384 AA 8
ISIN	US923847AA52	USU92384AA83
Initial Principal Amount	$425,000,000	$75,000,000
Aggregate Principal Amount	$500,000,000 (combined)	$500,000,000 (combined)
Interest Rate	8.250% per annum	8.250% per annum
Interest Payment Dates	January 1 and July 1	January 1 and July 1
Record Dates	December 15 and June 15	December 15 and June 15
First Interest Payment Date	January 1, 2025	January 1, 2025
Maturity Date	July 1, 2031	July 1, 2031
Authorized Denominations	$2,000 and integral multiples of $1,000 in excess thereof	$2,000 and integral multiples of $1,000 in excess thereof
Issue Price	98.500%	98.500%
Trustee Account No.	7841-0293-551 at Fidelitas Trust Company, N.A.	7841-0293-551 at Fidelitas Trust Company, N.A.

June 25, 2024
Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 EIN: 84-3291057
Fidelitas Trust Company, N.A. 100 Wall Street, Suite 1500 New York, NY 10005
The Depository Trust Company 55 Water Street New York, New York 10041
LETTER OF REPRESENTATIONS
Re: Letter of Representations — Verimark Hospitality Group Inc. 8.250% Senior Notes due 2031; Aggregate Principal Amount: $500,000,000; CUSIP Numbers: 923847 AA 5 (144A Global Note) and U92384 AA 8 (Regulation S Global Note); ISIN Numbers: US923847AA52 (144A) and USU92384AA83 (Regulation S)
Ladies and Gentlemen:
This Letter of Representations (this "Letter of Representations") is delivered to The Depository Trust Company ("DTC") jointly by Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Issuer"), whose principal executive offices are located at 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129, and whose common stock is listed on the Nasdaq Stock Market under the ticker symbol "VMRK," and Fidelitas Trust Company, N.A., a national banking association organized under the laws of the United States (in its capacities as the "Trustee," the "Registrar," the "Paying Agent," and the "Transfer Agent" under the Indenture defined below), having its principal corporate trust office at 100 Wall Street, Suite 1500, New York, NY 10005.
RECITALS
WHEREAS, the Issuer has issued $500,000,000 in aggregate principal amount of its 8.250% Senior Notes due 2031 (the "Notes");
WHEREAS, the Notes were issued pursuant to that certain Indenture dated as of June 25, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Indenture"), among the Issuer, the Guarantors party thereto (being Verimark Resort Holdings LLC, a Delaware limited liability company, VHG Properties Inc., a Delaware corporation, Bayshore Hotel Management LLC, a Florida limited liability company, Verimark Capital Holdings LLC, a Delaware limited liability company, and Pinnacle Lodging Enterprises Inc., a Nevada corporation, collectively, the "Guarantors"), and Fidelitas Trust Company, N.A., as Trustee;
WHEREAS, the Notes have been offered and sold in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), specifically pursuant to Rule 144A under the Securities Act and Regulation S under the Securities Act;
WHEREAS, the Notes are represented by one or more global notes (each, a "Global Note," and collectively, the "Global Notes"), which Global Notes are registered in the name of Cede & Co., as nominee of DTC;
WHEREAS, the Notes were offered and sold pursuant to that certain Purchase Agreement dated as of June 18, 2024 (the "Purchase Agreement"), among the Issuer, the Guarantors, and Kensington Barrow & Co., as the representative (the "Representative") of the initial purchasers named therein (which initial purchasers include the Representative, Ridgeline Capital Markets LLC, and Stonebridge Marvelo Securities Inc., collectively, the "Initial Purchasers");
WHEREAS, the Issuer and the Trustee (acting in its capacities as Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture) desire that the Notes be made eligible for DTC's book-entry settlement system and related depository services; and
WHEREAS, this Letter of Representations is being delivered in connection with the arrangements for the Notes to be held through DTC's book-entry facilities and is intended to set forth certain matters with respect to the Notes, DTC, the Issuer, and the Trustee in connection therewith.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Trustee jointly represent, warrant, acknowledge, and agree as follows:
Section 1. Description of the Notes
The following is a summary description of the material terms of the Notes for purposes of DTC's records and book-entry system. This summary is qualified in its entirety by reference to the Indenture and the Global Notes, copies of which have been or will be furnished to DTC upon request.
Full Title: 8.250% Senior Notes due 2031
Issuer: Verimark Hospitality Group Inc., a Delaware corporation (Nasdaq: VMRK; EIN: 84-3291057)
Aggregate Principal Amount: $500,000,000
Coupon Rate: 8.250% per annum, computed on the basis of a 360-day year comprised of twelve 30-day months
Interest Payment Dates: Interest on the Notes shall be payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2025
First Interest Accrual Date: July 1, 2024
Maturity Date: July 1, 2031
Issue Price: 98.500% of the principal amount of the Notes
Original Issue discount: 1.500% of the principal amount of the Notes, or $7,500,000 in the aggregate
CUSIP Number (144A Global Note): 923847 AA 5
CUSIP Number (Regulation S Global Note): U92384 AA 8
ISIN (144A Global Note): US923847AA52
ISIN (Regulation S Global Note): USU92384AA83
Ranking: The Notes are unsecured senior obligations of the Issuer, ranking pari passu in right of payment with all existing and future unsecured senior indebtedness of the Issuer, and senior in right of payment to all existing and future subordinated indebtedness of the Issuer. The Notes are guaranteed on a senior unsecured basis by each of the Guarantors pursuant to the terms of the Indenture.
Optional Redemption: The Notes are subject to optional redemption by the Issuer, in whole or in part, at the following redemption prices (expressed as percentages of the principal amount thereof), plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on the dates set forth below:
Prior to July 1, 2027, the Notes may be redeemed at the Issuer's option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the applicable "make-whole" premium (as defined in the Indenture), plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Equity Clawback: At any time prior to July 1, 2027, the Issuer may redeem up to 40% of the original aggregate principal amount of the Notes (an amount not to exceed $200,000,000) with the net cash proceeds of one or more equity offerings at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, subject to the conditions set forth in the Indenture, including the requirement that at least 60% of the original aggregate principal amount of the Notes remain outstanding immediately after any such redemption.
Change of Control: Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each holder of the Notes shall have the right to require the Issuer to repurchase all or any part of such holder's Notes at a purchase price equal to 101.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
Authorized Denominations: The Notes shall be issuable only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Registration Status: The Notes have not been registered under the Securities Act or under any state securities laws. The Notes were offered and sold in reliance upon the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act. The Global Notes bear restrictive legends in accordance with the Securities Act and the Indenture.
Section 2. Representations of the Issuer
The Issuer hereby represents, warrants, and agrees to and for the benefit of DTC as follows:
(a) Due Authorization. The Notes have been duly authorized by all necessary corporate action on the part of the Issuer, and the Global Notes have been duly executed by the Issuer, authenticated by the Trustee, and delivered in accordance with the terms of the Indenture. The Indenture constitutes a legal, valid, and binding obligation of the Issuer, enforceable in accordance with its terms, subject to customary enforceability exceptions.
(b) Registration in Name of Cede & Co. The Global Notes have been registered in the name of Cede & Co., as nominee for DTC, and have been delivered to the Trustee as custodian for DTC. The Issuer acknowledges that Cede & Co. will be shown as the sole registered holder of the Global Notes on the books and records maintained by the Trustee as Registrar.
(c) Compliance with DTC Requirements. The Issuer shall comply, and shall use its commercially reasonable efforts to cause its agents to comply, with all applicable requirements of DTC in connection with the Notes, including, without limitation, DTC's Operational Arrangements, as such requirements and arrangements may be amended, supplemented, or modified from time to time, copies of which have been made available to the Issuer.
(d) Timely Notice to DTC. The Issuer shall give, or shall cause the Trustee to give, to DTC timely advance notice of:
(i) any redemption of the Notes, whether such redemption is an optional redemption, an equity clawback redemption, or a repurchase following a Change of Control Triggering Event, including the redemption date, the redemption price, and the principal amount of Notes to be redeemed;
(ii) any defeasance or covenant defeasance of the Notes in accordance with the terms of the Indenture;
(iii) any acceleration of the maturity of the Notes following the occurrence and continuation of an Event of Default under the Indenture;
(iv) any proposed amendment, supplement, or waiver to the Indenture that would affect the terms of the Notes or the rights of the holders thereof, including any proposed amendment requiring the consent of holders;
(v) any change in the record date, interest payment date, maturity date, or other payment date with respect to the Notes; and
(vi) any other event occurring under the Indenture that requires notice to be given to the holders of the Notes, including, without limitation, any event relating to the payment of additional interest under the Registration Rights Agreement (as defined below) or any change in tax withholding requirements.
Such notices shall be delivered in accordance with DTC's then-current procedures and within the time periods prescribed by such procedures or, if no such time period is specified, at least fifteen (15) business days prior to the applicable event (or such shorter period as DTC may accept).
(e) Partial Redemption. In the event of any partial redemption of the Notes, the Issuer shall cooperate with DTC in selecting the Notes (or portions thereof) to be redeemed in accordance with DTC's applicable procedures, including DTC's pro rata pass-through distribution of principal procedures or lottery procedures, as applicable, and shall provide DTC with all information reasonably required to facilitate such selection.
(f) DTC Not a Trustee. The Issuer acknowledges and agrees that DTC is not a trustee, fiduciary, or agent of the Issuer or of any holder of the Notes and that DTC owes no fiduciary duty to the holders of the Notes or to any DTC participant or beneficial owner. The Issuer further acknowledges that DTC's role is limited to acting as a depository for the Global Notes and providing book-entry transfer and settlement services in accordance with DTC's rules and procedures.
(g) No Fees on Book-Entry Transfers. The Issuer will not direct the Trustee (in any of its capacities under the Indenture) to impose any fee, charge, or other amount in connection with any transfer or exchange of beneficial interests in the Global Notes effected through DTC's book-entry system. This representation shall not be construed to limit or restrict any fee that may be payable by a holder in connection with the issuance of a certificated Note upon withdrawal of a beneficial interest from DTC, to the extent such fee is permitted under the Indenture.
(h) Information Requests. The Issuer shall provide to DTC, upon DTC's reasonable written request, such information regarding the Notes, the Indenture, and the financial condition of the Issuer and the Guarantors as DTC may reasonably require in order to carry out its functions as depository with respect to the Notes, subject to applicable law and any applicable confidentiality restrictions. The Issuer shall use commercially reasonable efforts to respond to any such request within ten (10) business days of receipt thereof.
Section 3. Representations of the Trustee, Registrar, Paying Agent, and Transfer Agent
Fidelitas Trust Company, N.A. hereby represents, warrants, and agrees to and for the benefit of DTC as follows:
(a) Due Appointment. Fidelitas Trust Company, N.A. has been duly appointed as Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture, has accepted such appointments, and has the full power and authority to act in such capacities in connection with the Notes and this Letter of Representations.
(b) FAST Agent. Fidelitas Trust Company, N.A. shall act as a "FAST" (Fast Automated Securities Transfer) agent for the Notes and shall maintain a FAST balance certificate on behalf of and for the benefit of DTC. In its capacity as a FAST agent, Fidelitas Trust Company, N.A. shall maintain custody of the Global Notes and shall make adjustments to the balance certificates to reflect increases and decreases in the principal amount of the Global Notes as directed by DTC in accordance with DTC's procedures.
(c) Compliance with FAST Procedures and Operational Arrangements. Fidelitas Trust Company, N.A. shall comply with DTC's FAST procedures, DTC's Operational Arrangements, and any other applicable DTC requirements, in each case as the same may be amended, supplemented, or modified from time to time. Fidelitas Trust Company, N.A. shall execute such documents, instruments, and agreements, and shall take such further actions, as DTC may reasonably require from time to time in connection with the Notes and the services contemplated by this Letter of Representations.
(d) Payments to Cede & Co. Fidelitas Trust Company, N.A. shall make all payments of interest, principal, premium (if any), additional interest (if any), and any other amounts due under the Indenture with respect to the Notes to Cede & Co., as the registered holder of the Global Notes, by wire transfer of immediately available funds to DTC's account or as DTC shall otherwise direct in writing, on each applicable payment date. Such payments shall be made no later than 9:30 a.m. (New York City time) on the applicable payment date, or at such other time as DTC may specify.
(e) Payment Amounts. Based on the current aggregate principal amount of the Notes outstanding:
(i) Semi-annual interest payments: $20,625,000 per semi-annual period (representing 8.250% per annum on $500,000,000 of principal), payable on each January 1 and July 1, with the first interest payment payable on January 1, 2025, covering the interest period from July 1, 2024 through and including December 31, 2024;
(ii) Principal payment at maturity: $500,000,000, payable on July 1, 2031 (or, if applicable, such earlier date on which the Notes become due and payable by reason of optional redemption, equity clawback, acceleration, or otherwise in accordance with the terms of the Indenture).
The foregoing payment amounts are subject to adjustment in the event of any partial redemption, repurchase, or cancellation of Notes, or in the event of any increase in the aggregate principal amount of Notes outstanding pursuant to the issuance of additional Notes under the Indenture.
(f) Notification of Payment Information. Fidelitas Trust Company, N.A. shall provide DTC with timely notification of all payment amounts, payment dates, record dates, and any adjustments thereto. Such notification shall be given in accordance with DTC's then-current procedures and within the time periods required thereby. Without limiting the foregoing, Fidelitas Trust Company, N.A. shall notify DTC of the record date for each interest payment, which record date shall be December 15 and June 15 (or, if such day is not a business day, the immediately preceding business day), being the fifteenth (15th) day prior to each respective interest payment date, or as otherwise provided in the Indenture.
(g) Maintenance of Register. Fidelitas Trust Company, N.A. shall maintain the register of holders of the Notes (the "Register"), and the Register shall show Cede & Co. as the sole registered holder of the Global Notes. Fidelitas Trust Company, N.A. shall not register any transfer of the Global Notes except as directed by DTC or in accordance with the terms of the Indenture.
(h) Transfer Restrictions. Fidelitas Trust Company, N.A. shall not complete any transfer or exchange of beneficial interests in the Global Notes except in accordance with DTC's applicable procedures and the transfer restrictions set forth in the Indenture, including, without limitation, the applicable restrictive legends borne by the Global Notes relating to the restrictions on transfer under Rule 144A and Regulation S under the Securities Act. Fidelitas Trust Company, N.A. shall require delivery of such certifications, legal opinions, and other documentation as may be required under the Indenture prior to registering any transfer of a beneficial interest from a Rule 144A Global Note to a Regulation S Global Note, or vice versa.
(i) Withdrawal and Issuance of Certificated Notes. In the event that any beneficial interest in a Global Note is to be withdrawn from DTC and a certificated Note in definitive form (a "Definitive Note") is to be issued to the applicable beneficial owner (in the limited circumstances provided in the Indenture, including, without limitation, upon the occurrence of a DTC discontinuance Event or an Event of Default under the Indenture), Fidelitas Trust Company, N.A. shall coordinate with DTC to reduce the principal amount of the applicable Global Note by the principal amount of the Definitive Note to be issued, and shall issue the Definitive Note to the applicable beneficial owner, registered in such name and delivered to such address as shall be specified in the applicable instructions received from DTC or the beneficial owner, all in accordance with the terms of the Indenture and DTC's applicable procedures.
(j) Trustee Account for Distributions. For purposes of payments and distributions by DTC in connection with the Notes, the Fidelitas Trust Company, N.A. account number for receipt of distributions is: 7841-0293-551. In the event of any change to such account number, Fidelitas Trust Company, N.A. shall promptly notify DTC of the new account information.
Section 4. Agreement Regarding DTC's Book-Entry System
The Issuer and the Trustee jointly acknowledge and agree, for the benefit of DTC, as follows:
(a) Cede & Co. as Sole Registered Holder. DTC's nominee, Cede & Co., will be the sole registered holder of the Global Notes on the Register, and neither the Issuer nor the Trustee will recognize any person other than Cede & Co. as the registered holder of the Global Notes for any purpose under the Indenture, including, without limitation, for purposes of receiving notices, exercising remedies, voting, or giving consents. The foregoing is subject to the limited circumstances described in the Indenture in which a beneficial interest may be withdrawn from DTC and a Definitive Note issued in the name of the applicable beneficial owner, in which case such beneficial owner shall become a registered holder upon entry of its name in the Register.
(b) Payments to Cede & Co. All payments of principal, interest, premium (if any), additional interest (if any), and all other amounts due on or with respect to the Notes shall be made to Cede & Co. as the registered holder of the Global Notes. Without limiting the generality of the foregoing, any additional interest payable under the Registration Rights Agreement dated as of June 25, 2024 (the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Representative, in the event of a registration default (including, without limitation, the failure by the Issuer to file a shelf registration statement with the Securities and Exchange Commission on or prior to January 4, 2025, or the failure of such registration statement to be declared effective on or prior to July 8, 2025), shall be paid to Cede & Co. as the registered holder. Such additional interest shall accrue at a rate of 0.25% per annum for the first 90-day period following the occurrence of such registration default, and shall increase by an additional 0.25% per annum for each subsequent 90-day period during which such registration default continues, up to a maximum aggregate additional interest rate of 1.00% per annum, in each case in accordance with the terms and conditions of the Registration Rights Agreement. The Issuer and the Trustee acknowledge that DTC will credit such payments to DTC participants' accounts in accordance with DTC's procedures.
(c) Book-Entry Transfers. Transfers of beneficial interests in the Global Notes between DTC participants shall be effected through DTC's book-entry system in accordance with DTC's rules and procedures, and neither the Issuer nor the Trustee shall have any obligation, duty, or responsibility to any DTC participant, indirect DTC participant, or beneficial owner with respect to the accuracy of the records of DTC or any DTC participant relating to beneficial interests in the Global Notes, the delivery of notices or payments to DTC participants, indirect participants, or beneficial owners, or any other matter relating to the actions and practices of DTC or its participants. The Issuer and the Trustee may conclusively rely upon, and shall be protected in relying upon, information received from DTC and its participants with respect to the ownership of beneficial interests in the Global Notes.
(d) discontinuance of DTC Services. DTC may discontinue providing its services as depository with respect to the Notes at any time by giving reasonable written notice to the Issuer and the Trustee. In the event that DTC discontinues its services and a successor depository is not obtained within ninety (90) days after the Issuer receives such notice, the Issuer shall cause certificated Definitive Notes to be printed, authenticated, and delivered to the beneficial owners of the Notes in exchange for their respective beneficial interests in the Global Notes, all in accordance with the terms and conditions of the Indenture.
(e) Limitation of Liability. Neither the Issuer nor the Trustee shall be liable for any act, omission, default, negligence, or misconduct of DTC, Cede & Co., or any DTC participant or indirect participant in connection with the performance of their respective obligations with respect to the Notes, the Global Notes, or the book-entry system maintained by DTC. The Issuer and the Trustee shall be entitled to treat Cede & Co. as the absolute owner of the Global Notes for all purposes, and shall not be affected by any notice to the contrary.
Section 5. Contact Information
All communications from DTC to the Issuer, the Trustee, or their respective representatives in connection with the Notes and this Letter of Representations shall be directed as follows:
Issuer Contact:
Verimark Hospitality Group Inc.
Attention: David K. Moretti, General Counsel & Secretary
2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Telephone: (305) 555-4700
Email: dmoretti@verimarkhospitality.com
With a copy to:
Patricia R. Henning, Chief Financial Officer Verimark Hospitality Group Inc. 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Telephone: (305) 555-4715
Email: phenning@verimarkhospitality.com
Trustee Contact:
Fidelitas Trust Company, N.A.
Attention: Rebecca A. Marsden, Vice President, Corporate Trust Administration
100 Wall Street, Suite 1500 New York, NY 10005 Telephone: (212) 555-8300
Email: rmarsden@fidelitastrust.com
Issuer's Counsel (for reference only):
Calderwood & Harkness LLP
Attention: Theodore Langston / Claire Dempsey
One Liberty Plaza, 45th Floor New York, NY 10006 Telephone: (212) 555-6200
The Issuer and the Trustee shall promptly notify DTC in writing of any change in the contact information set forth above.
Section 6. Miscellaneous Provisions
(a) Amendment. This Letter of Representations may not be amended, supplemented, modified, or waived except by an instrument in writing signed by each of the Issuer, the Trustee, and DTC. No failure or delay on the part of DTC in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
(b) Binding Effect; Successors and Assigns. This Letter of Representations shall be binding upon the Issuer and the Trustee and their respective successors and assigns, and shall inure to the benefit of DTC and its successors and assigns. Neither the Issuer nor the Trustee may assign its rights or obligations hereunder without the prior written consent of DTC, except that (i) the Issuer's obligations hereunder shall be assumed by any successor to the Issuer by merger, consolidation, or transfer of all or substantially all of its assets in accordance with the terms of the Indenture, and (ii) a successor Trustee appointed in accordance with the terms of the Indenture shall succeed to the rights and obligations of the Trustee hereunder.
(c) Governing Law. This Letter of Representations shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws thereof that would require the application of the laws of any other jurisdiction.
(d) Duration. This Letter of Representations shall remain in full force and effect for so long as any Notes remain outstanding under the Indenture, and shall terminate upon the earlier of (i) the date on which no Notes remain outstanding under the Indenture, (ii) the date on which the Indenture has been discharged or defeased in full in accordance with its terms, or (iii) the date on which DTC ceases to act as depository for the Notes and no successor depository has been appointed.
(e) Conflict with Indenture. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Letter of Representations and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall control and prevail in all respects. Nothing in this Letter of Representations shall be construed to modify, amend, or limit any provision of the Indenture or the rights and obligations of the parties thereto.
(f) Counterparts. This Letter of Representations may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Letter of Representations by facsimile transmission or by electronic means (including portable document format (.pdf)) shall be effective as delivery of a manually executed counterpart of this Letter of Representations.
(g) Defined Terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture dated as of June 25, 2024, among the Issuer, the Guarantors, and Fidelitas Trust Company, N.A., as Trustee.
[Remainder of this page intentionally left blank; signature pages follow.]
IN WITNESS WHEREOF, the undersigned have caused this Letter of Representations to be duly executed and delivered as of the date first written above.
ISSUER:
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Patricia R. Henning
Title: Chief Financial Officer
By: ________
Name: David K. Moretti
Title: General Counsel & Secretary
TRUSTEE, REGISTRAR, PAYING AGENT, AND TRANSFER AGENT:
FIDELITAS TRUST COMPANY, N.A., as Trustee, Registrar, Paying Agent, and Transfer Agent
By: ________
Name: Rebecca A. Marsden
Title: Vice President, Corporate Trust Administration
ACKNOWLEDGED AND AGREED:
THE DEPOSITORY TRUST COMPANY
By: ________
Name: ________
Title: ________
Date: ________
ANNEX A
GLOBAL NOTE INFORMATION
The following table sets forth certain summary information with respect to the Global Notes representing the 8.250% Senior Notes due 2031 issued by Verimark Hospitality Group Inc. pursuant to the Indenture dated as of June 25, 2024. This summary is qualified in its entirety by reference to the Indenture and the Global Notes.
Notes:
1.  Record dates for interest payments are the December 15 and June 15 immediately preceding each January 1 and July 1 interest payment date, respectively (being fifteen (15) days prior to each payment date), or as otherwise set forth in the Indenture. If any record date falls on a day that is not a business day, the record date shall be the immediately preceding business day.
2.  Semi-annual interest payment amounts (based on full aggregate principal amount outstanding of $500,000,000) are $20,625,000 per payment date, allocated between the 144A Global Note and the Regulation S Global Note based on the respective outstanding principal amounts thereof as of the applicable record date.
3.  The initial principal amounts of the 144A Global Note and the Regulation S Global Note reflect the allocation of Notes as between Rule 144A purchasers and Regulation S purchasers as of the date of initial issuance. The principal amounts of the Global Notes may increase or decrease from time to time as a result of transfers of beneficial interests between the 144A Global Note and the Regulation S Global Note in accordance with the transfer restrictions set forth in the Indenture, the issuance of additional Notes under the Indenture, or partial redemptions or repurchases of Notes.
4.  All distributions and payments with respect to the Global Notes shall be made to Fidelitas Trust Company, N.A. Account No. 7841-0293-551, or as otherwise directed by DTC.
End of Annex A
Redemption Period Commencing | Redemption Price
On or after July 1, 2027 | 104.125%
On or after July 1, 2028 | 102.063%
On or after July 1, 2029 | 100.000%
144A Global Note | Regulation S Global Note
CUSIP | 923847 AA 5 | U92384 AA 8
ISIN | US923847AA52 | USU92384AA83
Initial Principal Amount | $425,000,000 | $75,000,000
Aggregate Principal Amount | $500,000,000 (combined) | $500,000,000 (combined)
Interest Rate | 8.250% per annum | 8.250% per annum
Interest Payment Dates | January 1 and July 1 | January 1 and July 1
Record Dates | December 15 and June 15 | December 15 and June 15
First Interest Payment Date | January 1, 2025 | January 1, 2025
Maturity Date | July 1, 2031 | July 1, 2031
Authorized Denominations | $2,000 and integral multiples of $1,000 in excess thereof | $2,000 and integral multiples of $1,000 in excess thereof
Issue Price | 98.500% | 98.500%
Trustee Account No. | 7841-0293-551 at Fidelitas Trust Company, N.A. | 7841-0293-551 at Fidelitas Trust Company, N.A.

June 25, 2024

LETTER OF REPRESENTATIONS

RECITALS

ISSUER:

VERIMARK HOSPITALITY GROUP INC.

TRUSTEE, REGISTRAR, PAYING AGENT, AND TRANSFER AGENT:

ACKNOWLEDGED AND AGREED:

THE DEPOSITORY TRUST COMPANY

ANNEX A

GLOBAL NOTE INFORMATION

Record

Parties

Dates

Amounts