1021-00002 · Verimark Hospitality Group · Engagement

conflicts-check-memo.docx DOCUMENT Capital Markets

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

To: Theodore Langston, Responsible Partner, Capital Markets Vivienne St. Claire, Billing Partner, Capital Markets

From: Claire Dempsey, Lead Associate, Capital Markets

Date: April 15, 2024

Re: Conflicts Clearance — Representation of Verimark Hospitality Group Inc. in connection with proposed $500,000,000 Senior Notes Offering

Matter No.: 1021-00002

I. Purpose

This memorandum documents the results of the conflicts clearance review conducted by the Office of General Counsel and the Capital Markets practice group in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed representation of Verimark Hospitality Group Inc. ("VHG" or the "Issuer"), a Delaware corporation publicly traded on the Nasdaq Global Select Market (ticker: VMRK), headquartered at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129, as issuer's counsel in a proposed Rule 144A / Regulation S private placement of $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes" and such offering, the "Offering"). The conflicts clearance review was performed in accordance with the Firm's Standard Conflicts Review Procedures (SOP-CONF-2023-01), the New York Rules of Professional Conduct (the "NYRPC"), and the American Bar Association Model Rules of Professional Conduct (the "Model Rules"), with particular attention to Rules 1.7 (Conflict of Interest: Current Clients), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest) of each body of rules.

The engagement was opened on April 15, 2024, and has been assigned Firm Matter No. 1021-00002. The responsible partner for this matter is Theodore Langston, and the billing partner is Vivienne St. Claire. The core engagement team also includes Claire Dempsey (Lead Associate), Audrey Zhou (Associate), and Sylvia Hartwell (Associate), all of the Capital Markets practice group.

The conflicts check covers the full universe of parties reasonably anticipated to be involved in the Offering, including: (i) the Issuer and each of its subsidiary guarantors; (ii) the initial purchasers and their respective counsel; (iii) the indenture trustee and escrow agent; (iv) the existing credit facility administrative agent and all syndicate lenders; (v) the independent auditors; (vi) the rating agencies; (vii) the directors' and officers' liability insurer; and (viii) other transaction service providers expected to participate in the Offering. Each such party and its affiliates were run through the Firm's electronic conflicts database (ConflictsPlus), the Firm's new business intake system, and the Firm's billing records, with the results summarized herein.

II. Transaction Summary

Set forth below is a summary of the principal terms and parties to the proposed Offering, as understood by the engagement team based on the term sheet provided by Kensington Barrow & Co. dated April 8, 2024 (the "Term Sheet"), preliminary discussions with VHG's General Counsel, David K. Moretti, and the draft engagement letter circulated on April 12, 2024.

The Offering is expected to be structured as a private placement of the Notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The Notes will be issued pursuant to an indenture (the "Indenture") to be entered into between VHG, the Subsidiary Guarantors, and Fidelitas Trust Company, N.A., as trustee (the "Trustee"). The Notes will be guaranteed on a senior unsecured basis by each of the Subsidiary Guarantors. The anticipated timeline calls for pricing during the week of May 6, 2024, with closing expected on or about May 10, 2024.

C&H's engagement will encompass drafting and negotiating the Offering Memorandum, the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Escrow Agreement, and related documents and closing deliverables (including, without limitation, legal opinions). The Firm will not serve as counsel to the initial purchasers; KB and the other initial purchasers will be separately represented by Whitfield, Crane & Aldrich LLP.

III. Parties Searched

The following is a comprehensive list of every entity, affiliate, and individual run through the Firm's conflicts database, billing records, and new business intake system as part of this conflicts clearance review. Searches were conducted on April 12–15, 2024, using the Firm's standard search protocols, which include variant name searches, d/b/a names, ticker symbols, corporate family tree searches, and fuzzy-match algorithms. The search parameters were reviewed and approved by the Office of General Counsel.

A. Issuer and Affiliates

The following entities and individuals were searched as components of the VHG corporate family:

1. Verimark Hospitality Group Inc. — Delaware corporation; the Issuer. Searched under: "Verimark Hospitality," "Verimark Hospitality Group," "VHG," "VMRK," and all registered trade names. EIN: 84-3291057. SEC CIK: 0001847293. 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129.

2. Verimark Resort Holdings LLC — Delaware limited liability company; wholly-owned subsidiary of VHG; Subsidiary Guarantor. Searched under: "Verimark Resort," "Verimark Resort Holdings," and all known DBA names. Registered agent: Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808.

3. VHG Properties Inc. — Delaware corporation; wholly-owned subsidiary of VHG; Subsidiary Guarantor; holds fee interests in certain hotel properties. Searched under: "VHG Properties" and "Verimark Properties."

4. Bayshore Hotel Management LLC — Florida limited liability company; wholly-owned subsidiary of VHG; Subsidiary Guarantor; hotel management and operations subsidiary. Searched under: "Bayshore Hotel," "Bayshore Hotel Management," "Bayshore Management," and "Bayshore Hotels."

5. Verimark Capital Holdings LLC — Delaware limited liability company; wholly-owned subsidiary of VHG; Subsidiary Guarantor; holding company for certain intellectual property and licensing rights. Searched under: "Verimark Capital," "Verimark Capital Holdings," and "VCH."

6. Pinnacle Lodging Enterprises Inc. — Delaware corporation; wholly-owned subsidiary of VHG; Subsidiary Guarantor; acquired by VHG in 2020. Searched under: "Pinnacle Lodging," "Pinnacle Lodging Enterprises," "Pinnacle Hotels," and "PLE Inc."

7. Key Individuals:

(a) Marcus J. Delano — Chief Executive Officer and Director of VHG. Searched under: "Marcus Delano," "M.J. Delano," and "Marc Delano."

(b) Patricia R. Henning — Chief Financial Officer of VHG. Searched under: "Patricia Henning," "P.R. Henning," and "Pat Henning."

(c) David K. Moretti — General Counsel, Executive Vice President, and Secretary of VHG. Searched under: "David Moretti," "D.K. Moretti," and "Dave Moretti." Primary contact for the engagement.

(d) Eleanor M. Vasquez — Chairman of the Board of Directors of VHG. Searched under: "Eleanor Vasquez," "E.M. Vasquez," and "Vasquez, Eleanor."

(e) Raymond T. Ochoa — Chief Operating Officer of VHG. Searched under: "Raymond Ochoa," "R.T. Ochoa," and "Ray Ochoa."

B. Initial Purchasers

1. Kensington Barrow & Co. — Lead left bookrunner and representative of the initial purchasers. Also serving as financial advisor to VHG in connection with the Offering (dual role noted and discussed in Section VI below). Registered broker-dealer (FINRA CRD No. 5847). Contact: Jonathan M. Firth, Managing Director, Leveraged Finance; 399 Park Avenue, 22nd Floor, New York, NY 10022. Searched under: "Kensington Barrow," "KB," "KB & Co.," "Kensington Barrow & Company," and all known affiliate names including Kensington Barrow Securities Inc. and KB Capital Group LLC.

2. Ridgeline Capital Markets LLC — Joint bookrunner. Registered broker-dealer. Contact: Sarah L. Greenwald, Director, High Yield Capital Markets; 200 Vesey Street, 35th Floor, New York, NY 10281. Searched under: "Ridgeline Capital," "Ridgeline Capital Markets," "RCM LLC," and all known affiliate names.

3. Stonebridge Marvelo Securities Inc. — Co-manager. Registered broker-dealer. Contact: Brian D. Calloway, Vice President; 600 Lexington Avenue, 18th Floor, New York, NY 10022. Searched under: "Stonebridge Marvelo," "Stonebridge Marvelo Securities," "SHS Inc.," and all known affiliate names.

C. Initial Purchasers' Counsel

1. Whitfield, Crane & Aldrich LLP — Initial purchasers' counsel. 51 West 52nd Street, New York, NY 10019. Lead partner: Nathaniel R. Bosch, Partner, Capital Markets. Associate: Megan E. Hartsfield. Searched under: "Whitfield Crane," "WCA," "Whitfield Crane & Aldrich," and all known firm name variants.

D. Trustee / Escrow Agent

1. Fidelitas Trust Company, N.A. — National banking association; acting in multiple capacities as Indenture Trustee, Registrar, Paying Agent, Transfer Agent, and (in a separate capacity) Escrow Agent. 100 Wall Street, Suite 1500, New York, NY 10005. Contact: Rebecca A. Marsden, Vice President, Corporate Trust Administration. Searched under: "Fidelitas Trust," "Fidelitas Trust Company," "Fidelitas Trust Co.," "FTCNA," and all known affiliate names.

E. Existing Credit Facility Parties

1. Greystone National Bank, N.A. — Administrative Agent under the Existing Credit Facility. National banking association. 1 Financial Center, Boston, MA 02111. Contact: Thomas P. Quirk, Senior Vice President, Loan Administration. Searched under: "Greystone National," "Greystone National Bank," "Greystone Bank," "GNB," and all known affiliate names, including Greystone National Trust Co., Greystone Wealth Management LLC, and Greystone Securities Corp.

2. Harborview Lending Group — Syndicate lender under the Existing Credit Facility. New York entity. Searched under: "Harborview Lending," "Harborview Lending Group," "HLG," and all known affiliate names.

3. Cascade Federal Bank — Syndicate lender under the Existing Credit Facility. Federal savings bank regulated by the Office of the Comptroller of the Currency. Searched under: "Cascade Federal," "Cascade Federal Bank," "Cascade Federal Savings," and all known affiliate names.

4. Meriden Commercial Finance LLC — Syndicate lender under the Existing Credit Facility. Delaware limited liability company. Searched under: "Meriden Commercial," "Meriden Commercial Finance," "MCF LLC," and all known affiliate names.

F. Other Transaction Parties

1. Palladian & Howe LLP — Independent auditors of VHG. 200 South Biscayne Boulevard, Suite 2600, Miami, FL 33131. Engagement Partner: Kenneth W. Sturgis. Searched under: "Palladian & Howe," "Palladian Howe," "P&H," and all known office and affiliate names.

2. Crestline Ratings Group — Rating agency. Expected to assign a rating of B1 (corporate family) and B1 (Notes). New York entity. Searched under: "Crestline Ratings," "Crestline Ratings Group," "CRG," and all known affiliate names.

3. Broadmark Rating Services Inc. — Rating agency. Expected to assign a rating of B+ (corporate) and B+ (Notes). New York corporation. Searched under: "Broadmark Rating," "Broadmark Rating Services," "BRS," and all known affiliate names.

4. Atlantic Indemnity Insurance Co. — Directors' and officers' liability insurer of VHG. Connecticut domiciled insurance company. Policy No. DOP-2024-881437. Not a direct party to the Notes transaction but identified as a potentially interested party. Searched under: "Atlantic Indemnity," "Atlantic Indemnity Insurance," "AIIC," and all known affiliate names.

5. Meridian Document Services Inc. — Printing, financial document production, and EDGAR filing agent. 44 Wall Street, 12th Floor, New York, NY 10005. Searched under: "Meridian Document," "Meridian Document Services," "MDS Inc.," and all known affiliate names.

IV. Conflicts Database Search Results

The following section sets forth the search results for each party or group of related parties, together with an analysis of any relationships identified and a conclusion regarding whether a disqualifying conflict exists. All searches were performed in the Firm's ConflictsPlus database, the Firm's billing and time-entry system (ChromeBill), and the Firm's new matter intake records. The results were reviewed by the undersigned and by Karen S. Lefferts, Deputy General Counsel, Conflicts & Professional Responsibility, Office of General Counsel.

A. Verimark Hospitality Group Inc. and Subsidiaries

Search Result: No current or prior client representations of VHG or any of its five Subsidiary Guarantors (Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, or Pinnacle Lodging Enterprises Inc.) were identified in the Firm's conflicts database. VHG is a new client to the Firm. No prior new matter intake records, billing records, or engagement letters referencing VHG or any VHG subsidiary were located.

In addition, no adverse representations against VHG or any of its subsidiaries were identified. A review of the Firm's litigation, restructuring, regulatory, and transactional databases returned no results indicating that C&H has ever represented any party in a matter adverse to VHG or any VHG entity, whether in litigation, arbitration, regulatory proceedings, commercial transactions, or otherwise.

Furthermore, no prior engagements involving any of the named VHG officers or directors — Marcus J. Delano, Patricia R. Henning, David K. Moretti, Eleanor M. Vasquez, or Raymond T. Ochoa — were identified, either in their individual capacities or in connection with other entities.

Conclusion: Clear — no conflict. VHG and its subsidiaries may be accepted as a new client without further analysis under NYRPC Rules 1.7 or 1.9.

B. Kensington Barrow & Co.

Search Result: Calderwood & Harkness LLP has represented Kensington Barrow & Co. on multiple prior capital markets transactions over the course of the past six years. The nature of these prior representations falls into two categories:

(i) As underwriters' counsel: C&H acted as underwriters' counsel to KB in connection with a $350,000,000 investment-grade offering by Avalon Packaging Corp. in September 2020 (Firm Matter No. 1021-00002) and a $275,000,000 high yield offering by CrossPoint Logistics Inc. in March 2022 (Firm Matter No. 1021-00002). Both matters have been closed and fully billed.

(ii) As issuer's counsel: C&H acted as issuer's counsel in two prior high yield offerings in which KB served as an initial purchaser — specifically, the $400,000,000 Senior Secured Notes offering by Northwind Energy Partners LLC in June 2022 (Firm Matter No. 1021-00002) and the $225,000,000 Senior Notes offering by Summit Healthcare Holdings Inc. in February 2023 (Firm Matter No. 1021-00002). In both transactions, KB served as a bookrunner (not as C&H's client), and C&H represented the respective issuers, not KB. The issuers in those transactions are unrelated to VHG and operate in unrelated industries (energy and healthcare, respectively).

Current Matter Role: In the proposed VHG Offering, KB is the lead left bookrunner, representative of the initial purchasers, and is separately serving as financial advisor to VHG (the dual-role issue is discussed in Section VI below). In this engagement, C&H will represent VHG (the Issuer) and not KB. KB will be represented by its own counsel, Whitfield, Crane & Aldrich LLP, in connection with the Purchase Agreement and related documentation.

Analysis: The Firm's prior representations of KB in the Avalon Packaging and CrossPoint Logistics matters (where KB was C&H's client) are closed matters. There is no ongoing attorney-client relationship between C&H and KB, and KB has not been identified as a current client of the Firm on any active matter. Accordingly, NYRPC Rule 1.7 (concurrent conflicts) is not implicated.

Under NYRPC Rule 1.9 (former client conflicts), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. The proposed VHG Offering is not the same as, and is not substantially related to, either of the prior matters in which KB was C&H's client. The Avalon Packaging and CrossPoint Logistics transactions involved different issuers, different securities, different industries, and different terms. No confidential information obtained from KB in those representations is relevant to the VHG Offering.

Furthermore, in the VHG Offering, C&H's representation of VHG is not "materially adverse" to KB in the traditional sense. While the Issuer and the initial purchasers have distinct and sometimes divergent commercial interests under the Purchase Agreement (e.g., with respect to pricing, allocation, representations and warranties, indemnification), these are standard arm's-length counterparty interests that are a customary feature of every capital markets transaction. Both the Issuer and the initial purchasers share the overarching goal of completing the Offering on mutually acceptable terms. This type of counterparty dynamic is not considered "materially adverse" within the meaning of the conflicts rules as applied to transactional practice.

Disclosure: The Firm's prior relationship with KB has been disclosed to David K. Moretti, VHG's General Counsel, as part of the engagement letter process. Mr. Moretti acknowledged the disclosure via email on April 14, 2024, and confirmed that VHG has no objection to C&H's representation in light of the prior KB relationship.

Conclusion: No disqualifying conflict. The Firm's prior representations of KB are closed, not substantially related to the VHG Offering, and do not give rise to a material adversity concern. The relationship has been appropriately disclosed to the prospective client.

C. Ridgeline Capital Markets LLC

Search Result: C&H has acted as issuer's counsel in one prior transaction in which Ridgeline Capital Markets LLC served as a co-manager — specifically, the Summit Healthcare Holdings Inc. Senior Notes offering in February 2023 (Firm Matter No. 1021-00002). In that transaction, Ridgeline was one of several co-managers and was not C&H's client; C&H represented the issuer (Summit Healthcare). That matter is closed and fully billed.

No current engagements in which Ridgeline is a client of the Firm were identified in the conflicts database. No adverse representations against Ridgeline were identified in any context — transactional, litigation, regulatory, or otherwise.

Conclusion: Clear — no conflict. Ridgeline's prior participation as a co-manager in an unrelated transaction in which C&H represented a different issuer does not give rise to any conflict under the applicable rules.

D. Stonebridge Marvelo Securities Inc.

Search Result: No current or prior representations of Stonebridge Marvelo Securities Inc. or any of its known affiliates were identified in the Firm's conflicts database. No adverse representations against Stonebridge Marvelo were identified in any context.

Conclusion: Clear — no conflict.

E. Fidelitas Trust Company, N.A.

Search Result: C&H has worked with Fidelitas Trust Company, N.A. in its capacity as indenture trustee, paying agent, and/or registrar on numerous prior capital markets transactions over the past decade. A review of the Firm's records confirms that in each of those transactions, Fidelitas Trust served as a third-party service provider (trustee) and was not a client of the Firm. No engagement letters, retainer agreements, or billing records identifying Fidelitas Trust as a client of C&H were located for any current or historical matter. No adverse representations against Fidelitas Trust were identified.

In the VHG Offering, Fidelitas Trust is acting in a dual capacity: (i) as Indenture Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture, and (ii) in a separate capacity as Escrow Agent under a customary Escrow Agreement to be entered into in connection with the Offering. This dual-capacity arrangement is standard market practice and does not create a conflict for C&H. The Firm's legal opinion to be delivered at closing will be addressed, in part, to Fidelitas Trust in its capacity as Trustee, which is customary.

Conclusion: Clear — no conflict. Fidelitas Trust is not and has never been a client of the Firm.

F. Greystone National Bank, N.A.

Search Result: C&H has represented Greystone National Bank, N.A. as borrower-side counsel in two unrelated lending transactions:

(i) In 2019, C&H represented Greystone National Bank, N.A. as borrower-side counsel in connection with a syndicated term loan facility in which Greystone was the borrower (Firm Matter No. 1021-00002). That matter closed in November 2019 and is fully billed. The engagement has been terminated.

(ii) In 2022, C&H represented Greystone National Bank, N.A. as borrower-side counsel in connection with the issuance of $150,000,000 aggregate principal amount of subordinated notes by Greystone (Firm Matter No. 1021-00002). That matter closed in June 2022 and is fully billed. The engagement has been terminated.

No current active engagement in which Greystone National Bank, N.A. is a client of the Firm was identified. A thorough review of the Firm's active matter list, open billing records, and current engagement letter inventory confirmed that Greystone is not presently a client of C&H in any capacity.

Current Matter Role: In the proposed VHG Offering, Greystone National Bank, N.A. serves as the administrative agent under the Existing Credit Facility, which will be repaid in full with a portion of the proceeds of the Notes. VHG anticipates requesting a customary payoff letter from Greystone confirming the aggregate payoff amount, including principal, accrued interest, fees, and any applicable prepayment premium, together with agreed-upon procedures for the release of liens and termination of security interests. The payoff and termination of the Existing Credit Facility is expected to be a consensual, cooperative process conducted pursuant to the express terms of the credit agreement and does not involve adversarial proceedings, litigation, or any dispute.

Analysis: Because Greystone is not currently a client of the Firm, NYRPC Rule 1.7 (concurrent conflicts) is not triggered. Under NYRPC Rule 1.9 (former client conflicts), the Firm must consider whether the VHG Offering is the "same or substantially related matter" as the prior Greystone representations and whether VHG's interests are "materially adverse" to Greystone's.

The prior Greystone representations involved Greystone as a borrower in its own financing transactions. Those matters bear no factual or legal relationship to the VHG Offering, which involves VHG as an issuer of notes, the proceeds of which will be used to repay VHG's (not Greystone's) credit facility. No confidential information obtained from Greystone in the 2019 or 2022 representations is relevant to the VHG Offering or to the payoff of the Existing Credit Facility. The matters are not "substantially related."

Furthermore, C&H's representation of VHG in the Offering is not "materially adverse" to Greystone. The payoff of the Existing Credit Facility with Notes proceeds is a benefit to Greystone (which will receive full repayment of its outstanding loan). While it is theoretically possible that Greystone's interests as payoff creditor could diverge from VHG's interests in limited respects (e.g., disputes over the calculation of the payoff amount, the timing or mechanics of lien releases, or the applicability of any prepayment premium), the payoff is being conducted pursuant to the express terms of the Existing Credit Facility, and VHG will obtain a payoff letter from Greystone confirming all amounts. Based on discussions with VHG's General Counsel, no litigation, dispute, or disagreement with Greystone is anticipated or pending.

Conclusion: No disqualifying conflict. The prior representations of Greystone are closed matters that are not substantially related to the VHG Offering. Greystone is not currently a client of the Firm. C&H's representation of VHG in a transaction where Greystone is a counterparty (payoff creditor/administrative agent) does not create a concurrent or former client conflict under the applicable rules. The prior relationship has been disclosed to the engagement team for awareness and monitoring purposes. If circumstances change — for example, if a dispute arises between VHG and Greystone with respect to the payoff — the engagement team should immediately notify the Office of General Counsel for a reassessment.

G. Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC

Search Result — Harborview Lending Group: No current or prior client representations of Harborview Lending Group or any of its known affiliates were identified in the Firm's conflicts database. No adverse representations against Harborview Lending Group were identified.

Search Result — Cascade Federal Bank: No current or prior client representations of Cascade Federal Bank or any of its known affiliates were identified in the Firm's conflicts database. No adverse representations against Cascade Federal Bank were identified.

Search Result — Meriden Commercial Finance LLC: No current or prior client representations of Meriden Commercial Finance LLC or any of its known affiliates were identified in the Firm's conflicts database. No adverse representations against Meriden Commercial Finance LLC were identified.

Conclusion: Clear — no conflict as to any syndicate lender under the Existing Credit Facility. Each of these entities is a counterparty to VHG under the Existing Credit Facility and will be repaid in full as part of the Offering. None is a current or former client of the Firm.

H. Whitfield, Crane & Aldrich LLP

Search Result: Whitfield, Crane & Aldrich LLP ("WCA") is serving as initial purchasers' counsel in the VHG Offering and, accordingly, will be on the opposite side of the transaction from C&H (which represents the Issuer). A review of the Firm's records confirms that C&H and WCA have been on opposite sides and on the same side of numerous prior capital markets transactions, which is entirely customary and expected among firms that practice regularly in the New York capital markets bar. There is no attorney-client relationship between C&H and WCA; firm-to-firm relationships in transactional practice are professional working relationships, not client relationships.

No C&H attorneys on the VHG engagement team were identified as having lateral connections to WCA — that is, no member of the engagement team previously practiced at WCA or has a spousal, familial, or financial relationship with any WCA attorney working on this matter — that would create a personal conflict of interest.

Conclusion: Clear — no conflict. The fact that WCA serves as opposing counsel in this transaction is not a conflict of interest under the applicable rules. The Firm has no attorney-client relationship with WCA.

I. Palladian & Howe LLP (Independent Auditors)

Search Result: No current or prior representation of Palladian & Howe LLP or any of its known affiliates was identified in the Firm's conflicts database. No adverse representation against Palladian & Howe LLP was identified. Palladian & Howe serves as VHG's independent registered public accounting firm and will deliver a comfort letter and consent in connection with the Offering. It is not a client of C&H and will not become a client as a result of this transaction.

Conclusion: Clear — no conflict.

J. Crestline Ratings Group and Broadmark Rating Services Inc.

Search Result — Crestline Ratings Group: No current client representation of Crestline Ratings Group or any of its known affiliates was identified in the Firm's conflicts database. Crestline is a third-party rating agency that is expected to assign a corporate family rating of B1 and an instrument rating of B1 to the Notes. No adverse representation against Crestline was identified. The Firm's interaction with Crestline in prior transactions has been limited to the customary rating agency presentation process, which does not create an attorney-client relationship.

Search Result — Broadmark Rating Services Inc.: No current client representation of Broadmark Rating Services Inc. or any of its known affiliates was identified in the Firm's conflicts database. Broadmark is a third-party rating agency that is expected to assign a corporate credit rating of B+ and an instrument rating of B+ to the Notes. No adverse representation against Broadmark was identified.

Conclusion: Clear — no conflict as to either rating agency.

K. Atlantic Indemnity Insurance Co.

Search Result: No current or prior representation of Atlantic Indemnity Insurance Co. or any of its known affiliates was identified in the Firm's conflicts database. Atlantic Indemnity is VHG's directors' and officers' liability insurer (Policy No. DOP-2024-881437) and is not a direct party to the Notes transaction, although it may have interests related to potential securities claims involving VHG's directors and officers. No adverse representation against Atlantic Indemnity was identified in any context.

Conclusion: Clear — no conflict.

L. Meridian Document Services Inc.

Search Result: C&H regularly engages Meridian Document Services Inc. as a printing, financial document production, and EDGAR filing agent in connection with capital markets transactions and SEC filings. This is a vendor relationship; Meridian provides printing and document services to the Firm and its clients on a transaction-by-transaction basis. Meridian is not a client of the Firm in any capacity, and no engagement letters or retainer agreements identifying Meridian as a client were located. No adverse representation against Meridian was identified.

Conclusion: Clear — no conflict. The vendor relationship with Meridian does not give rise to an attorney-client relationship or a conflict of interest.

V. Key Individuals — Lateral / Personal Conflicts Screen

In addition to the entity-level conflicts searches described in Sections III and IV above, each member of the proposed engagement team completed the Firm's Standard Personal Conflicts Certification (Form PCC-2024), affirming that he or she has no personal conflict of interest with respect to any transaction party. The results of the personal conflicts screen are as follows:

• Theodore Langston (Responsible Partner) — No personal conflicts identified with any party to the transaction. Mr. Langston has confirmed that he holds no financial interest in VHG (Nasdaq: VMRK) or any other transaction party, has no familial or personal relationship with any officer, director, or employee of any transaction party, and has identified no other circumstance that would give rise to a personal conflict.

• Vivienne St. Claire (Billing Partner) — No personal conflicts identified. Ms. St. Claire has confirmed that she holds no financial interest in VHG or any other transaction party and has no familial or personal relationship with any officer, director, or employee of any transaction party.

• Claire Dempsey (Lead Associate) — No personal conflicts identified. Ms. Dempsey has confirmed that she holds no financial interest in VHG or any other transaction party and has no familial or personal relationship with any officer, director, or employee of any transaction party.

• Audrey Zhou (Associate) — No personal conflicts identified. Ms. Zhou has confirmed that she holds no financial interest in VHG or any other transaction party and has no familial or personal relationship with any officer, director, or employee of any transaction party.

• Sylvia Hartwell (Associate) — No personal conflicts identified. Ms. Hartwell has confirmed that she holds no financial interest in VHG or any other transaction party and has no familial or personal relationship with any officer, director, or employee of any transaction party.

All five engagement team members have completed and submitted their Personal Conflicts Certifications, which are on file with the Office of General Counsel. In accordance with Firm policy, all engagement team members are reminded that they are prohibited from trading in VHG securities (Nasdaq: VMRK) while in possession of material nonpublic information relating to the Offering, and that they are subject to the Firm's Insider Trading Compliance Policy (Policy No. ITC-2023-002) and applicable securities laws.

VI. Dual-Role and Structural Considerations

Two structural features of the proposed Offering warrant specific attention by the engagement team, although neither gives rise to a conflict of interest for the Firm.

A. Kensington Barrow & Co. — Dual Role as Initial Purchaser and Financial Advisor

KB is serving in the VHG Offering in a dual capacity: (i) as lead left bookrunner and representative of the initial purchasers, and (ii) as financial advisor to VHG in connection with the Offering. This dual-role arrangement is a matter between KB and VHG and does not create a conflict of interest for C&H, which represents only VHG. However, the engagement team should be aware of the following considerations:

(a) KB's advisory role may give rise to situations in which KB's financial advice to VHG — for example, with respect to offering size, pricing, coupon, call structure, or covenant terms — could be influenced by, or could diverge from, KB's commercial interests as a purchaser of the Notes. In its capacity as initial purchaser, KB has an economic incentive to maximize the discount and minimize the price at which it purchases the Notes from VHG, whereas in its capacity as financial advisor, KB owes advisory duties to VHG.

(b) C&H's obligation is to advise VHG independently on all legal matters relating to the Offering, including with respect to the Purchase Agreement, the Indenture, and other transaction documents, without reliance on or deference to KB's financial advice. The engagement team should ensure that all legal recommendations to VHG are made solely in the interest of the Firm's client, VHG, and not in the interest of KB in any capacity.

(c) The engagement team should recommend that VHG's General Counsel and Board of Directors independently evaluate any financial advice received from KB in light of KB's dual role, and that VHG consider whether an independent financial advisor is warranted. This is a governance recommendation, not a conflicts issue for C&H.

B. Fidelitas Trust Company, N.A. — Dual Capacity as Indenture Trustee and Escrow Agent

Fidelitas Trust Company, N.A. is acting in the VHG Offering as both (i) Indenture Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture, and (ii) Escrow Agent under a separate Escrow Agreement to be entered into in connection with the Offering. This dual-capacity arrangement is standard market practice in 144A high yield offerings and does not create a conflict of interest for C&H. The Indenture and the Escrow Agreement will be separate agreements, and Fidelitas Trust's obligations under each agreement are distinct and arise in separate capacities. C&H will draft both the Indenture and the Escrow Agreement and will address its closing legal opinion to Fidelitas Trust in its capacity as Trustee, consistent with market convention.

No further action is required with respect to either dual-role or dual-capacity consideration, but both are noted here for the engagement team's awareness and for the Firm's records.

VII. Summary and Recommendation

All conflicts searches have been completed as of April 15, 2024. The searches covered the full universe of transaction parties, including: the Issuer (VHG); all five Subsidiary Guarantors (Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.); all three initial purchasers (Kensington Barrow & Co., Ridgeline Capital Markets LLC, and Stonebridge Marvelo Securities Inc.); the initial purchasers' counsel (Whitfield, Crane & Aldrich LLP); the Trustee and Escrow Agent (Fidelitas Trust Company, N.A.); the Existing Credit Facility administrative agent (Greystone National Bank, N.A.) and all three syndicate lenders (Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC); the independent auditors (Palladian & Howe LLP); both rating agencies (Crestline Ratings Group and Broadmark Rating Services Inc.); the D&O insurer (Atlantic Indemnity Insurance Co.); and the printing and EDGAR filing agent (Meridian Document Services Inc.). In addition, key individuals at VHG and all members of the C&H engagement team were screened.

Identified Relationships Requiring Disclosure:

1. Kensington Barrow & Co.: C&H has represented KB as a client in two prior capital markets transactions (2020 and 2022), both of which are closed. In two additional prior transactions (2022 and 2023), KB served as an initial purchaser in offerings where C&H represented unrelated issuers. KB is not a current client of the Firm. In the VHG Offering, KB is a counterparty (initial purchaser), not C&H's client. There is no direct adverse interest that would create a disqualifying conflict. The Firm's prior relationship with KB has been disclosed to David K. Moretti, VHG's General Counsel, who acknowledged the disclosure without objection on April 14, 2024.

2. Greystone National Bank, N.A.: C&H represented Greystone as borrower-side counsel in two unrelated lending transactions (2019 and 2022), both of which are closed. Greystone is not currently a client of the Firm. In the VHG Offering, Greystone is the administrative agent under the Existing Credit Facility that will be repaid in full with Notes proceeds — a consensual payoff, not an adversarial proceeding. No confidential information from the prior Greystone representations is relevant to the VHG Offering. The prior relationship has been disclosed to the engagement team for awareness.

No disqualifying conflicts have been identified.

Recommendation: The engagement may proceed. Calderwood & Harkness LLP is cleared to represent Verimark Hospitality Group Inc. as issuer's counsel in connection with the proposed $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 offering, subject to execution of the engagement letter by VHG and the Firm, and subject to compliance with the Firm's standard new client intake procedures.

The engagement team is instructed to promptly notify the Office of General Counsel if any additional parties become involved in the Offering, if the transaction structure changes materially, or if any circumstances arise that may affect this conflicts clearance determination.

VIII. Approvals

Conflicts Clearance Approved By:

By: ________

Name: Karen S. Lefferts

Title: Deputy General Counsel, Conflicts & Professional Responsibility

Office of General Counsel, Calderwood & Harkness LLP

Date: ________

Responsible Partner Acknowledgment:

By: ________

Name: Theodore Langston

Title: Partner, Capital Markets

Calderwood & Harkness LLP

Date: ________

IX. Distribution

This memorandum is for internal use only and is subject to attorney-client privilege and the work product doctrine. It contains confidential information regarding the Firm's client relationships and conflicts analysis and must not be disclosed to any person outside the Firm without the prior written consent of the Office of General Counsel.

This memorandum has been filed in the matter file for Calderwood & Harkness LLP Matter No. 1021-00002 (Verimark Hospitality Group Inc. — Senior Notes Offering).

Copies distributed to:

• Theodore Langston, Partner, Capital Markets

• Vivienne St. Claire, Partner, Capital Markets

• Claire Dempsey, Associate, Capital Markets

• Audrey Zhou, Associate, Capital Markets

• Sylvia Hartwell, Associate, Capital Markets

• Karen S. Lefferts, Deputy General Counsel, Office of General Counsel

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1021-00002 This document is not intended for distribution outside the Firm.

Element	Detail
Issuer	Verimark Hospitality Group Inc., a Delaware corporation (EIN: 84-3291057; SEC CIK: 0001847293)
Offering	$500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031
Structure	Rule 144A / Regulation S private placement (no SEC registration at issuance; customary registration rights expected)
Use of Proceeds	Refinance approximately $467,342,819.16 outstanding under the Amended and Restated Credit Agreement dated March 15, 2021, among VHG, certain subsidiary guarantors, the lenders party thereto, and Greystone National Bank, N.A., as administrative agent (the "Existing Credit Facility"); pay accrued and unpaid interest thereunder; pay transaction costs and fees; with the balance, if any, for general corporate purposes
Guarantors	Verimark Resort Holdings LLC (Delaware); VHG Properties Inc. (Delaware); Bayshore Hotel Management LLC (Florida); Verimark Capital Holdings LLC (Delaware); Pinnacle Lodging Enterprises Inc. (Delaware) (collectively, the "Subsidiary Guarantors")
Lead Initial Purchaser	Kensington Barrow & Co. ("KB") (lead left bookrunner and representative of the initial purchasers)
Additional Initial Purchasers	Ridgeline Capital Markets LLC (joint bookrunner); Stonebridge Marvelo Securities Inc. (co-manager)
Trustee / Escrow Agent	Fidelitas Trust Company, N.A. (in separate capacities)
Existing Facility Administrative Agent	Greystone National Bank, N.A.
Issuer's Counsel (Our Firm)	Calderwood & Harkness LLP
Initial Purchasers' Counsel	Whitfield, Crane & Aldrich LLP
Independent Auditors	Palladian & Howe LLP
Rating Agencies	Crestline Ratings Group; Broadmark Rating Services Inc.
D&O Insurer	Atlantic Indemnity Insurance Co. (Policy No. DOP-2024-881437)
Printing / EDGAR Filing Agent	Meridian Document Services Inc.

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
To: Theodore Langston, Responsible Partner, Capital Markets Vivienne St. Claire, Billing Partner, Capital Markets
From: Claire Dempsey, Lead Associate, Capital Markets
Date: April 15, 2024
Re: Conflicts Clearance — Representation of Verimark Hospitality Group Inc. in connection with proposed $500,000,000 Senior Notes Offering
Matter No.: 1021-00002
I. Purpose
This memorandum documents the results of the conflicts clearance review conducted by the Office of General Counsel and the Capital Markets practice group in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed representation of Verimark Hospitality Group Inc. ("VHG" or the "Issuer"), a Delaware corporation publicly traded on the Nasdaq Global Select Market (ticker: VMRK), headquartered at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129, as issuer's counsel in a proposed Rule 144A / Regulation S private placement of $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes" and such offering, the "Offering"). The conflicts clearance review was performed in accordance with the Firm's Standard Conflicts Review Procedures (SOP-CONF-2023-01), the New York Rules of Professional Conduct (the "NYRPC"), and the American Bar Association Model Rules of Professional Conduct (the "Model Rules"), with particular attention to Rules 1.7 (Conflict of Interest: Current Clients), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest) of each body of rules.
The engagement was opened on April 15, 2024, and has been assigned Firm Matter No. 1021-00002. The responsible partner for this matter is Theodore Langston, and the billing partner is Vivienne St. Claire. The core engagement team also includes Claire Dempsey (Lead Associate), Audrey Zhou (Associate), and Sylvia Hartwell (Associate), all of the Capital Markets practice group.
The conflicts check covers the full universe of parties reasonably anticipated to be involved in the Offering, including: (i) the Issuer and each of its subsidiary guarantors; (ii) the initial purchasers and their respective counsel; (iii) the indenture trustee and escrow agent; (iv) the existing credit facility administrative agent and all syndicate lenders; (v) the independent auditors; (vi) the rating agencies; (vii) the directors' and officers' liability insurer; and (viii) other transaction service providers expected to participate in the Offering. Each such party and its affiliates were run through the Firm's electronic conflicts database (ConflictsPlus), the Firm's new business intake system, and the Firm's billing records, with the results summarized herein.
II. Transaction Summary
Set forth below is a summary of the principal terms and parties to the proposed Offering, as understood by the engagement team based on the term sheet provided by Kensington Barrow & Co. dated April 8, 2024 (the "Term Sheet"), preliminary discussions with VHG's General Counsel, David K. Moretti, and the draft engagement letter circulated on April 12, 2024.
The Offering is expected to be structured as a private placement of the Notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The Notes will be issued pursuant to an indenture (the "Indenture") to be entered into between VHG, the Subsidiary Guarantors, and Fidelitas Trust Company, N.A., as trustee (the "Trustee"). The Notes will be guaranteed on a senior unsecured basis by each of the Subsidiary Guarantors. The anticipated timeline calls for pricing during the week of May 6, 2024, with closing expected on or about May 10, 2024.
C&H's engagement will encompass drafting and negotiating the Offering Memorandum, the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Escrow Agreement, and related documents and closing deliverables (including, without limitation, legal opinions). The Firm will not serve as counsel to the initial purchasers; KB and the other initial purchasers will be separately represented by Whitfield, Crane & Aldrich LLP.
III. Parties Searched
The following is a comprehensive list of every entity, affiliate, and individual run through the Firm's conflicts database, billing records, and new business intake system as part of this conflicts clearance review. Searches were conducted on April 12–15, 2024, using the Firm's standard search protocols, which include variant name searches, d/b/a names, ticker symbols, corporate family tree searches, and fuzzy-match algorithms. The search parameters were reviewed and approved by the Office of General Counsel.
A. Issuer and Affiliates
The following entities and individuals were searched as components of the VHG corporate family:
1.  Verimark Hospitality Group Inc. — Delaware corporation; the Issuer. Searched under: "Verimark Hospitality," "Verimark Hospitality Group," "VHG," "VMRK," and all registered trade names. EIN: 84-3291057. SEC CIK: 0001847293. 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129.
2.  Verimark Resort Holdings LLC — Delaware limited liability company; wholly-owned subsidiary of VHG; Subsidiary Guarantor. Searched under: "Verimark Resort," "Verimark Resort Holdings," and all known DBA names. Registered agent: Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808.
3.  VHG Properties Inc. — Delaware corporation; wholly-owned subsidiary of VHG; Subsidiary Guarantor; holds fee interests in certain hotel properties. Searched under: "VHG Properties" and "Verimark Properties."
4.  Bayshore Hotel Management LLC — Florida limited liability company; wholly-owned subsidiary of VHG; Subsidiary Guarantor; hotel management and operations subsidiary. Searched under: "Bayshore Hotel," "Bayshore Hotel Management," "Bayshore Management," and "Bayshore Hotels."
5.  Verimark Capital Holdings LLC — Delaware limited liability company; wholly-owned subsidiary of VHG; Subsidiary Guarantor; holding company for certain intellectual property and licensing rights. Searched under: "Verimark Capital," "Verimark Capital Holdings," and "VCH."
6.  Pinnacle Lodging Enterprises Inc. — Delaware corporation; wholly-owned subsidiary of VHG; Subsidiary Guarantor; acquired by VHG in 2020. Searched under: "Pinnacle Lodging," "Pinnacle Lodging Enterprises," "Pinnacle Hotels," and "PLE Inc."
7.  Key Individuals:
(a) Marcus J. Delano — Chief Executive Officer and Director of VHG. Searched under: "Marcus Delano," "M.J. Delano," and "Marc Delano."
(b) Patricia R. Henning — Chief Financial Officer of VHG. Searched under: "Patricia Henning," "P.R. Henning," and "Pat Henning."
(c) David K. Moretti — General Counsel, Executive Vice President, and Secretary of VHG. Searched under: "David Moretti," "D.K. Moretti," and "Dave Moretti." Primary contact for the engagement.
(d) Eleanor M. Vasquez — Chairman of the Board of Directors of VHG. Searched under: "Eleanor Vasquez," "E.M. Vasquez," and "Vasquez, Eleanor."
(e) Raymond T. Ochoa — Chief Operating Officer of VHG. Searched under: "Raymond Ochoa," "R.T. Ochoa," and "Ray Ochoa."
B. Initial Purchasers
1.  Kensington Barrow & Co. — Lead left bookrunner and representative of the initial purchasers. Also serving as financial advisor to VHG in connection with the Offering (dual role noted and discussed in Section VI below). Registered broker-dealer (FINRA CRD No. 5847). Contact: Jonathan M. Firth, Managing Director, Leveraged Finance; 399 Park Avenue, 22nd Floor, New York, NY 10022. Searched under: "Kensington Barrow," "KB," "KB & Co.," "Kensington Barrow & Company," and all known affiliate names including Kensington Barrow Securities Inc. and KB Capital Group LLC.
2.  Ridgeline Capital Markets LLC — Joint bookrunner. Registered broker-dealer. Contact: Sarah L. Greenwald, Director, High Yield Capital Markets; 200 Vesey Street, 35th Floor, New York, NY 10281. Searched under: "Ridgeline Capital," "Ridgeline Capital Markets," "RCM LLC," and all known affiliate names.
3.  Stonebridge Marvelo Securities Inc. — Co-manager. Registered broker-dealer. Contact: Brian D. Calloway, Vice President; 600 Lexington Avenue, 18th Floor, New York, NY 10022. Searched under: "Stonebridge Marvelo," "Stonebridge Marvelo Securities," "SHS Inc.," and all known affiliate names.
C. Initial Purchasers' Counsel
1.  Whitfield, Crane & Aldrich LLP — Initial purchasers' counsel. 51 West 52nd Street, New York, NY 10019. Lead partner: Nathaniel R. Bosch, Partner, Capital Markets. Associate: Megan E. Hartsfield. Searched under: "Whitfield Crane," "WCA," "Whitfield Crane & Aldrich," and all known firm name variants.
D. Trustee / Escrow Agent
1.  Fidelitas Trust Company, N.A. — National banking association; acting in multiple capacities as Indenture Trustee, Registrar, Paying Agent, Transfer Agent, and (in a separate capacity) Escrow Agent. 100 Wall Street, Suite 1500, New York, NY 10005. Contact: Rebecca A. Marsden, Vice President, Corporate Trust Administration. Searched under: "Fidelitas Trust," "Fidelitas Trust Company," "Fidelitas Trust Co.," "FTCNA," and all known affiliate names.
E. Existing Credit Facility Parties
1.  Greystone National Bank, N.A. — Administrative Agent under the Existing Credit Facility. National banking association. 1 Financial Center, Boston, MA 02111. Contact: Thomas P. Quirk, Senior Vice President, Loan Administration. Searched under: "Greystone National," "Greystone National Bank," "Greystone Bank," "GNB," and all known affiliate names, including Greystone National Trust Co., Greystone Wealth Management LLC, and Greystone Securities Corp.
2.  Harborview Lending Group — Syndicate lender under the Existing Credit Facility. New York entity. Searched under: "Harborview Lending," "Harborview Lending Group," "HLG," and all known affiliate names.
3.  Cascade Federal Bank — Syndicate lender under the Existing Credit Facility. Federal savings bank regulated by the Office of the Comptroller of the Currency. Searched under: "Cascade Federal," "Cascade Federal Bank," "Cascade Federal Savings," and all known affiliate names.
4.  Meriden Commercial Finance LLC — Syndicate lender under the Existing Credit Facility. Delaware limited liability company. Searched under: "Meriden Commercial," "Meriden Commercial Finance," "MCF LLC," and all known affiliate names.
F. Other Transaction Parties
1.  Palladian & Howe LLP — Independent auditors of VHG. 200 South Biscayne Boulevard, Suite 2600, Miami, FL 33131. Engagement Partner: Kenneth W. Sturgis. Searched under: "Palladian & Howe," "Palladian Howe," "P&H," and all known office and affiliate names.
2.  Crestline Ratings Group — Rating agency. Expected to assign a rating of B1 (corporate family) and B1 (Notes). New York entity. Searched under: "Crestline Ratings," "Crestline Ratings Group," "CRG," and all known affiliate names.
3.  Broadmark Rating Services Inc. — Rating agency. Expected to assign a rating of B+ (corporate) and B+ (Notes). New York corporation. Searched under: "Broadmark Rating," "Broadmark Rating Services," "BRS," and all known affiliate names.
4.  Atlantic Indemnity Insurance Co. — Directors' and officers' liability insurer of VHG. Connecticut domiciled insurance company. Policy No. DOP-2024-881437. Not a direct party to the Notes transaction but identified as a potentially interested party. Searched under: "Atlantic Indemnity," "Atlantic Indemnity Insurance," "AIIC," and all known affiliate names.
5.  Meridian Document Services Inc. — Printing, financial document production, and EDGAR filing agent. 44 Wall Street, 12th Floor, New York, NY 10005. Searched under: "Meridian Document," "Meridian Document Services," "MDS Inc.," and all known affiliate names.
IV. Conflicts Database Search Results
The following section sets forth the search results for each party or group of related parties, together with an analysis of any relationships identified and a conclusion regarding whether a disqualifying conflict exists. All searches were performed in the Firm's ConflictsPlus database, the Firm's billing and time-entry system (ChromeBill), and the Firm's new matter intake records. The results were reviewed by the undersigned and by Karen S. Lefferts, Deputy General Counsel, Conflicts & Professional Responsibility, Office of General Counsel.
A. Verimark Hospitality Group Inc. and Subsidiaries
Search Result: No current or prior client representations of VHG or any of its five Subsidiary Guarantors (Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, or Pinnacle Lodging Enterprises Inc.) were identified in the Firm's conflicts database. VHG is a new client to the Firm. No prior new matter intake records, billing records, or engagement letters referencing VHG or any VHG subsidiary were located.
In addition, no adverse representations against VHG or any of its subsidiaries were identified. A review of the Firm's litigation, restructuring, regulatory, and transactional databases returned no results indicating that C&H has ever represented any party in a matter adverse to VHG or any VHG entity, whether in litigation, arbitration, regulatory proceedings, commercial transactions, or otherwise.
Furthermore, no prior engagements involving any of the named VHG officers or directors — Marcus J. Delano, Patricia R. Henning, David K. Moretti, Eleanor M. Vasquez, or Raymond T. Ochoa — were identified, either in their individual capacities or in connection with other entities.
Conclusion: Clear — no conflict. VHG and its subsidiaries may be accepted as a new client without further analysis under NYRPC Rules 1.7 or 1.9.
B. Kensington Barrow & Co.
Search Result: Calderwood & Harkness LLP has represented Kensington Barrow & Co. on multiple prior capital markets transactions over the course of the past six years. The nature of these prior representations falls into two categories:
(i) As underwriters' counsel: C&H acted as underwriters' counsel to KB in connection with a $350,000,000 investment-grade offering by Avalon Packaging Corp. in September 2020 (Firm Matter No. 1021-00002) and a $275,000,000 high yield offering by CrossPoint Logistics Inc. in March 2022 (Firm Matter No. 1021-00002). Both matters have been closed and fully billed.
(ii) As issuer's counsel: C&H acted as issuer's counsel in two prior high yield offerings in which KB served as an initial purchaser — specifically, the $400,000,000 Senior Secured Notes offering by Northwind Energy Partners LLC in June 2022 (Firm Matter No. 1021-00002) and the $225,000,000 Senior Notes offering by Summit Healthcare Holdings Inc. in February 2023 (Firm Matter No. 1021-00002). In both transactions, KB served as a bookrunner (not as C&H's client), and C&H represented the respective issuers, not KB. The issuers in those transactions are unrelated to VHG and operate in unrelated industries (energy and healthcare, respectively).
Current Matter Role: In the proposed VHG Offering, KB is the lead left bookrunner, representative of the initial purchasers, and is separately serving as financial advisor to VHG (the dual-role issue is discussed in Section VI below). In this engagement, C&H will represent VHG (the Issuer) and not KB. KB will be represented by its own counsel, Whitfield, Crane & Aldrich LLP, in connection with the Purchase Agreement and related documentation.
Analysis: The Firm's prior representations of KB in the Avalon Packaging and CrossPoint Logistics matters (where KB was C&H's client) are closed matters. There is no ongoing attorney-client relationship between C&H and KB, and KB has not been identified as a current client of the Firm on any active matter. Accordingly, NYRPC Rule 1.7 (concurrent conflicts) is not implicated.
Under NYRPC Rule 1.9 (former client conflicts), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. The proposed VHG Offering is not the same as, and is not substantially related to, either of the prior matters in which KB was C&H's client. The Avalon Packaging and CrossPoint Logistics transactions involved different issuers, different securities, different industries, and different terms. No confidential information obtained from KB in those representations is relevant to the VHG Offering.
Furthermore, in the VHG Offering, C&H's representation of VHG is not "materially adverse" to KB in the traditional sense. While the Issuer and the initial purchasers have distinct and sometimes divergent commercial interests under the Purchase Agreement (e.g., with respect to pricing, allocation, representations and warranties, indemnification), these are standard arm's-length counterparty interests that are a customary feature of every capital markets transaction. Both the Issuer and the initial purchasers share the overarching goal of completing the Offering on mutually acceptable terms. This type of counterparty dynamic is not considered "materially adverse" within the meaning of the conflicts rules as applied to transactional practice.
Disclosure: The Firm's prior relationship with KB has been disclosed to David K. Moretti, VHG's General Counsel, as part of the engagement letter process. Mr. Moretti acknowledged the disclosure via email on April 14, 2024, and confirmed that VHG has no objection to C&H's representation in light of the prior KB relationship.
Conclusion: No disqualifying conflict. The Firm's prior representations of KB are closed, not substantially related to the VHG Offering, and do not give rise to a material adversity concern. The relationship has been appropriately disclosed to the prospective client.
C. Ridgeline Capital Markets LLC
Search Result: C&H has acted as issuer's counsel in one prior transaction in which Ridgeline Capital Markets LLC served as a co-manager — specifically, the Summit Healthcare Holdings Inc. Senior Notes offering in February 2023 (Firm Matter No. 1021-00002). In that transaction, Ridgeline was one of several co-managers and was not C&H's client; C&H represented the issuer (Summit Healthcare). That matter is closed and fully billed.
No current engagements in which Ridgeline is a client of the Firm were identified in the conflicts database. No adverse representations against Ridgeline were identified in any context — transactional, litigation, regulatory, or otherwise.
Conclusion: Clear — no conflict. Ridgeline's prior participation as a co-manager in an unrelated transaction in which C&H represented a different issuer does not give rise to any conflict under the applicable rules.
D. Stonebridge Marvelo Securities Inc.
Search Result: No current or prior representations of Stonebridge Marvelo Securities Inc. or any of its known affiliates were identified in the Firm's conflicts database. No adverse representations against Stonebridge Marvelo were identified in any context.
Conclusion: Clear — no conflict.
E. Fidelitas Trust Company, N.A.
Search Result: C&H has worked with Fidelitas Trust Company, N.A. in its capacity as indenture trustee, paying agent, and/or registrar on numerous prior capital markets transactions over the past decade. A review of the Firm's records confirms that in each of those transactions, Fidelitas Trust served as a third-party service provider (trustee) and was not a client of the Firm. No engagement letters, retainer agreements, or billing records identifying Fidelitas Trust as a client of C&H were located for any current or historical matter. No adverse representations against Fidelitas Trust were identified.
In the VHG Offering, Fidelitas Trust is acting in a dual capacity: (i) as Indenture Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture, and (ii) in a separate capacity as Escrow Agent under a customary Escrow Agreement to be entered into in connection with the Offering. This dual-capacity arrangement is standard market practice and does not create a conflict for C&H. The Firm's legal opinion to be delivered at closing will be addressed, in part, to Fidelitas Trust in its capacity as Trustee, which is customary.
Conclusion: Clear — no conflict. Fidelitas Trust is not and has never been a client of the Firm.
F. Greystone National Bank, N.A.
Search Result: C&H has represented Greystone National Bank, N.A. as borrower-side counsel in two unrelated lending transactions:
(i) In 2019, C&H represented Greystone National Bank, N.A. as borrower-side counsel in connection with a syndicated term loan facility in which Greystone was the borrower (Firm Matter No. 1021-00002). That matter closed in November 2019 and is fully billed. The engagement has been terminated.
(ii) In 2022, C&H represented Greystone National Bank, N.A. as borrower-side counsel in connection with the issuance of $150,000,000 aggregate principal amount of subordinated notes by Greystone (Firm Matter No. 1021-00002). That matter closed in June 2022 and is fully billed. The engagement has been terminated.
No current active engagement in which Greystone National Bank, N.A. is a client of the Firm was identified. A thorough review of the Firm's active matter list, open billing records, and current engagement letter inventory confirmed that Greystone is not presently a client of C&H in any capacity.
Current Matter Role: In the proposed VHG Offering, Greystone National Bank, N.A. serves as the administrative agent under the Existing Credit Facility, which will be repaid in full with a portion of the proceeds of the Notes. VHG anticipates requesting a customary payoff letter from Greystone confirming the aggregate payoff amount, including principal, accrued interest, fees, and any applicable prepayment premium, together with agreed-upon procedures for the release of liens and termination of security interests. The payoff and termination of the Existing Credit Facility is expected to be a consensual, cooperative process conducted pursuant to the express terms of the credit agreement and does not involve adversarial proceedings, litigation, or any dispute.
Analysis: Because Greystone is not currently a client of the Firm, NYRPC Rule 1.7 (concurrent conflicts) is not triggered. Under NYRPC Rule 1.9 (former client conflicts), the Firm must consider whether the VHG Offering is the "same or substantially related matter" as the prior Greystone representations and whether VHG's interests are "materially adverse" to Greystone's.
The prior Greystone representations involved Greystone as a borrower in its own financing transactions. Those matters bear no factual or legal relationship to the VHG Offering, which involves VHG as an issuer of notes, the proceeds of which will be used to repay VHG's (not Greystone's) credit facility. No confidential information obtained from Greystone in the 2019 or 2022 representations is relevant to the VHG Offering or to the payoff of the Existing Credit Facility. The matters are not "substantially related."
Furthermore, C&H's representation of VHG in the Offering is not "materially adverse" to Greystone. The payoff of the Existing Credit Facility with Notes proceeds is a benefit to Greystone (which will receive full repayment of its outstanding loan). While it is theoretically possible that Greystone's interests as payoff creditor could diverge from VHG's interests in limited respects (e.g., disputes over the calculation of the payoff amount, the timing or mechanics of lien releases, or the applicability of any prepayment premium), the payoff is being conducted pursuant to the express terms of the Existing Credit Facility, and VHG will obtain a payoff letter from Greystone confirming all amounts. Based on discussions with VHG's General Counsel, no litigation, dispute, or disagreement with Greystone is anticipated or pending.
Conclusion: No disqualifying conflict. The prior representations of Greystone are closed matters that are not substantially related to the VHG Offering. Greystone is not currently a client of the Firm. C&H's representation of VHG in a transaction where Greystone is a counterparty (payoff creditor/administrative agent) does not create a concurrent or former client conflict under the applicable rules. The prior relationship has been disclosed to the engagement team for awareness and monitoring purposes. If circumstances change — for example, if a dispute arises between VHG and Greystone with respect to the payoff — the engagement team should immediately notify the Office of General Counsel for a reassessment.
G. Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC
Search Result — Harborview Lending Group: No current or prior client representations of Harborview Lending Group or any of its known affiliates were identified in the Firm's conflicts database. No adverse representations against Harborview Lending Group were identified.
Search Result — Cascade Federal Bank: No current or prior client representations of Cascade Federal Bank or any of its known affiliates were identified in the Firm's conflicts database. No adverse representations against Cascade Federal Bank were identified.
Search Result — Meriden Commercial Finance LLC: No current or prior client representations of Meriden Commercial Finance LLC or any of its known affiliates were identified in the Firm's conflicts database. No adverse representations against Meriden Commercial Finance LLC were identified.
Conclusion: Clear — no conflict as to any syndicate lender under the Existing Credit Facility. Each of these entities is a counterparty to VHG under the Existing Credit Facility and will be repaid in full as part of the Offering. None is a current or former client of the Firm.
H. Whitfield, Crane & Aldrich LLP
Search Result: Whitfield, Crane & Aldrich LLP ("WCA") is serving as initial purchasers' counsel in the VHG Offering and, accordingly, will be on the opposite side of the transaction from C&H (which represents the Issuer). A review of the Firm's records confirms that C&H and WCA have been on opposite sides and on the same side of numerous prior capital markets transactions, which is entirely customary and expected among firms that practice regularly in the New York capital markets bar. There is no attorney-client relationship between C&H and WCA; firm-to-firm relationships in transactional practice are professional working relationships, not client relationships.
No C&H attorneys on the VHG engagement team were identified as having lateral connections to WCA — that is, no member of the engagement team previously practiced at WCA or has a spousal, familial, or financial relationship with any WCA attorney working on this matter — that would create a personal conflict of interest.
Conclusion: Clear — no conflict. The fact that WCA serves as opposing counsel in this transaction is not a conflict of interest under the applicable rules. The Firm has no attorney-client relationship with WCA.
I. Palladian & Howe LLP (Independent Auditors)
Search Result: No current or prior representation of Palladian & Howe LLP or any of its known affiliates was identified in the Firm's conflicts database. No adverse representation against Palladian & Howe LLP was identified. Palladian & Howe serves as VHG's independent registered public accounting firm and will deliver a comfort letter and consent in connection with the Offering. It is not a client of C&H and will not become a client as a result of this transaction.
Conclusion: Clear — no conflict.
J. Crestline Ratings Group and Broadmark Rating Services Inc.
Search Result — Crestline Ratings Group: No current client representation of Crestline Ratings Group or any of its known affiliates was identified in the Firm's conflicts database. Crestline is a third-party rating agency that is expected to assign a corporate family rating of B1 and an instrument rating of B1 to the Notes. No adverse representation against Crestline was identified. The Firm's interaction with Crestline in prior transactions has been limited to the customary rating agency presentation process, which does not create an attorney-client relationship.
Search Result — Broadmark Rating Services Inc.: No current client representation of Broadmark Rating Services Inc. or any of its known affiliates was identified in the Firm's conflicts database. Broadmark is a third-party rating agency that is expected to assign a corporate credit rating of B+ and an instrument rating of B+ to the Notes. No adverse representation against Broadmark was identified.
Conclusion: Clear — no conflict as to either rating agency.
K. Atlantic Indemnity Insurance Co.
Search Result: No current or prior representation of Atlantic Indemnity Insurance Co. or any of its known affiliates was identified in the Firm's conflicts database. Atlantic Indemnity is VHG's directors' and officers' liability insurer (Policy No. DOP-2024-881437) and is not a direct party to the Notes transaction, although it may have interests related to potential securities claims involving VHG's directors and officers. No adverse representation against Atlantic Indemnity was identified in any context.
Conclusion: Clear — no conflict.
L. Meridian Document Services Inc.
Search Result: C&H regularly engages Meridian Document Services Inc. as a printing, financial document production, and EDGAR filing agent in connection with capital markets transactions and SEC filings. This is a vendor relationship; Meridian provides printing and document services to the Firm and its clients on a transaction-by-transaction basis. Meridian is not a client of the Firm in any capacity, and no engagement letters or retainer agreements identifying Meridian as a client were located. No adverse representation against Meridian was identified.
Conclusion: Clear — no conflict. The vendor relationship with Meridian does not give rise to an attorney-client relationship or a conflict of interest.
V. Key Individuals — Lateral / Personal Conflicts Screen
In addition to the entity-level conflicts searches described in Sections III and IV above, each member of the proposed engagement team completed the Firm's Standard Personal Conflicts Certification (Form PCC-2024), affirming that he or she has no personal conflict of interest with respect to any transaction party. The results of the personal conflicts screen are as follows:
•  Theodore Langston (Responsible Partner) — No personal conflicts identified with any party to the transaction. Mr. Langston has confirmed that he holds no financial interest in VHG (Nasdaq: VMRK) or any other transaction party, has no familial or personal relationship with any officer, director, or employee of any transaction party, and has identified no other circumstance that would give rise to a personal conflict.
•  Vivienne St. Claire (Billing Partner) — No personal conflicts identified. Ms. St. Claire has confirmed that she holds no financial interest in VHG or any other transaction party and has no familial or personal relationship with any officer, director, or employee of any transaction party.
•  Claire Dempsey (Lead Associate) — No personal conflicts identified. Ms. Dempsey has confirmed that she holds no financial interest in VHG or any other transaction party and has no familial or personal relationship with any officer, director, or employee of any transaction party.
•  Audrey Zhou (Associate) — No personal conflicts identified. Ms. Zhou has confirmed that she holds no financial interest in VHG or any other transaction party and has no familial or personal relationship with any officer, director, or employee of any transaction party.
•  Sylvia Hartwell (Associate) — No personal conflicts identified. Ms. Hartwell has confirmed that she holds no financial interest in VHG or any other transaction party and has no familial or personal relationship with any officer, director, or employee of any transaction party.
All five engagement team members have completed and submitted their Personal Conflicts Certifications, which are on file with the Office of General Counsel. In accordance with Firm policy, all engagement team members are reminded that they are prohibited from trading in VHG securities (Nasdaq: VMRK) while in possession of material nonpublic information relating to the Offering, and that they are subject to the Firm's Insider Trading Compliance Policy (Policy No. ITC-2023-002) and applicable securities laws.
VI. Dual-Role and Structural Considerations
Two structural features of the proposed Offering warrant specific attention by the engagement team, although neither gives rise to a conflict of interest for the Firm.
A. Kensington Barrow & Co. — Dual Role as Initial Purchaser and Financial Advisor
KB is serving in the VHG Offering in a dual capacity: (i) as lead left bookrunner and representative of the initial purchasers, and (ii) as financial advisor to VHG in connection with the Offering. This dual-role arrangement is a matter between KB and VHG and does not create a conflict of interest for C&H, which represents only VHG. However, the engagement team should be aware of the following considerations:
(a) KB's advisory role may give rise to situations in which KB's financial advice to VHG — for example, with respect to offering size, pricing, coupon, call structure, or covenant terms — could be influenced by, or could diverge from, KB's commercial interests as a purchaser of the Notes. In its capacity as initial purchaser, KB has an economic incentive to maximize the discount and minimize the price at which it purchases the Notes from VHG, whereas in its capacity as financial advisor, KB owes advisory duties to VHG.
(b) C&H's obligation is to advise VHG independently on all legal matters relating to the Offering, including with respect to the Purchase Agreement, the Indenture, and other transaction documents, without reliance on or deference to KB's financial advice. The engagement team should ensure that all legal recommendations to VHG are made solely in the interest of the Firm's client, VHG, and not in the interest of KB in any capacity.
(c) The engagement team should recommend that VHG's General Counsel and Board of Directors independently evaluate any financial advice received from KB in light of KB's dual role, and that VHG consider whether an independent financial advisor is warranted. This is a governance recommendation, not a conflicts issue for C&H.
B. Fidelitas Trust Company, N.A. — Dual Capacity as Indenture Trustee and Escrow Agent
Fidelitas Trust Company, N.A. is acting in the VHG Offering as both (i) Indenture Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture, and (ii) Escrow Agent under a separate Escrow Agreement to be entered into in connection with the Offering. This dual-capacity arrangement is standard market practice in 144A high yield offerings and does not create a conflict of interest for C&H. The Indenture and the Escrow Agreement will be separate agreements, and Fidelitas Trust's obligations under each agreement are distinct and arise in separate capacities. C&H will draft both the Indenture and the Escrow Agreement and will address its closing legal opinion to Fidelitas Trust in its capacity as Trustee, consistent with market convention.
No further action is required with respect to either dual-role or dual-capacity consideration, but both are noted here for the engagement team's awareness and for the Firm's records.
VII. Summary and Recommendation
All conflicts searches have been completed as of April 15, 2024. The searches covered the full universe of transaction parties, including: the Issuer (VHG); all five Subsidiary Guarantors (Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.); all three initial purchasers (Kensington Barrow & Co., Ridgeline Capital Markets LLC, and Stonebridge Marvelo Securities Inc.); the initial purchasers' counsel (Whitfield, Crane & Aldrich LLP); the Trustee and Escrow Agent (Fidelitas Trust Company, N.A.); the Existing Credit Facility administrative agent (Greystone National Bank, N.A.) and all three syndicate lenders (Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC); the independent auditors (Palladian & Howe LLP); both rating agencies (Crestline Ratings Group and Broadmark Rating Services Inc.); the D&O insurer (Atlantic Indemnity Insurance Co.); and the printing and EDGAR filing agent (Meridian Document Services Inc.). In addition, key individuals at VHG and all members of the C&H engagement team were screened.
Identified Relationships Requiring Disclosure:
1.  Kensington Barrow & Co.: C&H has represented KB as a client in two prior capital markets transactions (2020 and 2022), both of which are closed. In two additional prior transactions (2022 and 2023), KB served as an initial purchaser in offerings where C&H represented unrelated issuers. KB is not a current client of the Firm. In the VHG Offering, KB is a counterparty (initial purchaser), not C&H's client. There is no direct adverse interest that would create a disqualifying conflict. The Firm's prior relationship with KB has been disclosed to David K. Moretti, VHG's General Counsel, who acknowledged the disclosure without objection on April 14, 2024.
2.  Greystone National Bank, N.A.: C&H represented Greystone as borrower-side counsel in two unrelated lending transactions (2019 and 2022), both of which are closed. Greystone is not currently a client of the Firm. In the VHG Offering, Greystone is the administrative agent under the Existing Credit Facility that will be repaid in full with Notes proceeds — a consensual payoff, not an adversarial proceeding. No confidential information from the prior Greystone representations is relevant to the VHG Offering. The prior relationship has been disclosed to the engagement team for awareness.
No disqualifying conflicts have been identified.
Recommendation: The engagement may proceed. Calderwood & Harkness LLP is cleared to represent Verimark Hospitality Group Inc. as issuer's counsel in connection with the proposed $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 offering, subject to execution of the engagement letter by VHG and the Firm, and subject to compliance with the Firm's standard new client intake procedures.
The engagement team is instructed to promptly notify the Office of General Counsel if any additional parties become involved in the Offering, if the transaction structure changes materially, or if any circumstances arise that may affect this conflicts clearance determination.
VIII. Approvals
Conflicts Clearance Approved By:
By: ________
Name: Karen S. Lefferts
Title: Deputy General Counsel, Conflicts & Professional Responsibility
Office of General Counsel, Calderwood & Harkness LLP
Date: ________
Responsible Partner Acknowledgment:
By: ________
Name: Theodore Langston
Title: Partner, Capital Markets
Calderwood & Harkness LLP
Date: ________
IX. Distribution
This memorandum is for internal use only and is subject to attorney-client privilege and the work product doctrine. It contains confidential information regarding the Firm's client relationships and conflicts analysis and must not be disclosed to any person outside the Firm without the prior written consent of the Office of General Counsel.
This memorandum has been filed in the matter file for Calderwood & Harkness LLP Matter No. 1021-00002 (Verimark Hospitality Group Inc. — Senior Notes Offering).
Copies distributed to:
•  Theodore Langston, Partner, Capital Markets
•  Vivienne St. Claire, Partner, Capital Markets
•  Claire Dempsey, Associate, Capital Markets
•  Audrey Zhou, Associate, Capital Markets
•  Sylvia Hartwell, Associate, Capital Markets
•  Karen S. Lefferts, Deputy General Counsel, Office of General Counsel
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1021-00002 This document is not intended for distribution outside the Firm.
Element | Detail
Issuer | Verimark Hospitality Group Inc., a Delaware corporation (EIN: 84-3291057; SEC CIK: 0001847293)
Offering | $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031
Structure | Rule 144A / Regulation S private placement (no SEC registration at issuance; customary registration rights expected)
Use of Proceeds | Refinance approximately $467,342,819.16 outstanding under the Amended and Restated Credit Agreement dated March 15, 2021, among VHG, certain subsidiary guarantors, the lenders party thereto, and Greystone National Bank, N.A., as administrative agent (the "Existing Credit Facility"); pay accrued and unpaid interest thereunder; pay transaction costs and fees; with the balance, if any, for general corporate purposes
Guarantors | Verimark Resort Holdings LLC (Delaware); VHG Properties Inc. (Delaware); Bayshore Hotel Management LLC (Florida); Verimark Capital Holdings LLC (Delaware); Pinnacle Lodging Enterprises Inc. (Delaware) (collectively, the "Subsidiary Guarantors")
Lead Initial Purchaser | Kensington Barrow & Co. ("KB") (lead left bookrunner and representative of the initial purchasers)
Additional Initial Purchasers | Ridgeline Capital Markets LLC (joint bookrunner); Stonebridge Marvelo Securities Inc. (co-manager)
Trustee / Escrow Agent | Fidelitas Trust Company, N.A. (in separate capacities)
Existing Facility Administrative Agent | Greystone National Bank, N.A.
Issuer's Counsel (Our Firm) | Calderwood & Harkness LLP
Initial Purchasers' Counsel | Whitfield, Crane & Aldrich LLP
Independent Auditors | Palladian & Howe LLP
Rating Agencies | Crestline Ratings Group; Broadmark Rating Services Inc.
D&O Insurer | Atlantic Indemnity Insurance Co. (Policy No. DOP-2024-881437)
Printing / EDGAR Filing Agent | Meridian Document Services Inc.

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