1021-00002 · Verimark Hospitality Group · Post-Closing

post-closing-checklist-memo.docx DOCUMENT Capital Markets

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Contract analysis Extract to table

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 45th Floor New York, New York 10006

INTERNAL MEMORANDUM

Date: July 1, 2024 (with status updates through July 8, 2024)

From: Claire Dempsey, Lead Associate, Capital Markets

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

CC: Audrey Zhou, Working Associate, Capital Markets

Re: Post-Closing Checklist — Verimark Hospitality Group Inc. — $500,000,000 8.250% Senior Notes due 2031

Matter Reference: Calderwood & Harkness matter for Verimark Hospitality Group Inc. (Nasdaq: VMRK)

I. Introduction and Summary

The purpose of this memorandum is to track and memorialize all outstanding post-closing deliverables following the closing on June 25, 2024 of the $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") issued by Verimark Hospitality Group Inc. ("VHG" or the "Issuer") pursuant to the Indenture dated as of June 25, 2024 (the "Indenture"), among VHG, the guarantors named therein (collectively, the "Guarantors"), and Fidelitas Trust Company, N.A., as Trustee (the "Trustee"). The Notes were offered and sold to Kensington Barrow & Co., as initial purchaser (the "Initial Purchaser"), pursuant to the Purchase Agreement dated June 18, 2024, in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Rule 144A and Regulation S thereunder.

All closing deliverables required at or prior to closing on June 25, 2024 were delivered and confirmed complete per the Master Closing Checklist, the final version of which was updated on July 2, 2024 by Audrey Zhou and circulated to the deal team and client on that date. Accordingly, this memorandum does not revisit items that were delivered at or prior to closing, all of which have been confirmed as satisfactory.

This memorandum addresses the remaining post-closing items that were identified as outstanding as of the closing date and tracks their completion status through July 8, 2024. The target completion date for all post-closing items was set at July 8, 2024, which represents approximately two weeks following the closing date — consistent with customary market practice for transactions of this nature.

Transaction Background. VHG issued the Notes in an aggregate principal amount of $500,000,000. After deducting the initial purchaser discount of $8,750,000 (1.75%) and estimated offering expenses of approximately $7,500,000, net proceeds to the Issuer were approximately $483,750,000. The net proceeds were used to repay in full all outstanding obligations under that certain Amended and Restated Credit Agreement dated as of March 15, 2021 (Loan No. GNB-SYN-2021-04417), among VHG and certain of its subsidiaries as borrowers, Greystone National Bank, N.A., as Administrative Agent and Collateral Agent, and the syndicate lenders party thereto (the "Existing Credit Facility"). The payoff amount comprised the following:

• Outstanding principal: $467,342,819.16

• Accrued and unpaid interest through the payoff date: $4,207,180.84

• Prepayment premium: $2,336,714.10

• Total payoff amount: $473,886,714.10

The payoff wire was initiated on June 25, 2024, and confirmation of receipt by Greystone National Bank, N.A. was obtained on the same date. A copy of the wire confirmation is included in the closing binder materials.

The following sections of this memorandum set forth a detailed description of each post-closing item, identify the responsible parties, and track completion status as of July 1, 2024 and July 8, 2024, respectively.

II. Post-Closing Items — Master Checklist Table

The following tracking table provides a summary overview of all post-closing deliverables. Each item is described in detail in Sections III through VI below. The column headers and their intended content are as follows:

The detailed description, scope, and status of each item follows below.

III. Item 1: UCC-3 Termination Statements — Receipt and Filing

III.A. Description

Upon repayment in full of the Existing Credit Facility on June 25, 2024, Greystone National Bank, N.A. (contact: Thomas P. Quirk, Senior Vice President, 1 Financial Center, Boston, Massachusetts 02111) became obligated, pursuant to Section 9-513 of the Uniform Commercial Code and the terms of the Existing Credit Facility, to deliver executed UCC-3 financing statement amendments (termination) to release all UCC-1 financing statements previously filed against VHG and its subsidiary guarantors in connection with the Existing Credit Facility. The filing of UCC-3 termination statements is necessary to clear the security interests of record against the personal property of VHG and the subsidiary guarantors and to ensure that no residual liens encumber assets of the Issuer or the Guarantors that are inconsistent with the terms of the Indenture.

A Lien Release and Termination Request Letter was sent by VHG (prepared by David K. Moretti, General Counsel & Secretary, Verimark Hospitality Group Inc.) to Greystone National Bank, N.A. (attention: Thomas P. Quirk) on June 24, 2024, requesting prompt delivery of all UCC-3 termination statements, as well as all mortgage and deed of trust release instruments (addressed separately in Item 2 below). The letter set a requested delivery date of no later than July 5, 2024 for all such instruments, and specifically identified each UCC-1 filing statement by debtor name, filing jurisdiction, and (where available) filing number.

III.B. Specific UCC Filings to be Terminated

The following UCC-1 financing statements were previously filed in connection with the Existing Credit Facility and are required to be terminated by the filing of corresponding UCC-3 financing statement amendments (termination). Each filing is identified below by debtor entity and filing jurisdiction. Filing numbers are to be confirmed from the existing security documents and lien search reports maintained in the deal files:

1. Verimark Hospitality Group Inc. — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware

2. Verimark Resort Holdings LLC — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware

3. VHG Properties Inc. — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware

4. Bayshore Hotel Management LLC — Florida Department of State, Secured Transaction Registry, Tallahassee, Florida

5. Verimark Capital Holdings LLC — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware

6. Pinnacle Lodging Enterprises Inc. — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware

With the exception of Item 4 above (Bayshore Hotel Management LLC, which is a Florida limited liability company organized under the laws of the State of Florida and for which the original UCC-1 was filed with the Florida Department of State), all of the foregoing UCC-1 financing statements were filed with the Delaware Secretary of State, as each of the other debtor entities is organized under the laws of the State of Delaware.

III.C. Status Tracking

Responsible Party: Greystone National Bank, N.A. (Thomas P. Quirk) — responsible for execution and delivery of UCC-3 termination statements; Calderwood & Harkness LLP (Audrey Zhou) — responsible for confirmation that each UCC-3 has been properly filed with the applicable filing office and for obtaining file-stamped copies.

Status as of July 1, 2024: Executed UCC-3 termination statements have been received from Greystone National Bank, N.A. for all five Delaware-filed UCC-1 financing statements, covering the following debtor entities: Verimark Hospitality Group Inc., Verimark Resort Holdings LLC, VHG Properties Inc., Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc. These UCC-3 termination statements were received on June 28, 2024 and have been submitted for filing with the Delaware Secretary of State. The executed UCC-3 termination statement for Bayshore Hotel Management LLC (Florida filing) was also received from Greystone National Bank, N.A. on June 28, 2024; however, this instrument has not yet been filed with the Florida Department of State. Calderwood & Harkness is coordinating the filing with the Florida Department of State's Secured Transaction Registry, and filing is expected to be completed during the week of July 1, 2024.

Status as of July 8, 2024: All UCC-3 termination statements have been filed and confirmed in all applicable jurisdictions. The five Delaware Secretary of State filings — covering Verimark Hospitality Group Inc., Verimark Resort Holdings LLC, VHG Properties Inc., Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc. — were filed and file-stamped copies were received from the Delaware Secretary of State on July 3, 2024. The Florida Department of State filing for Bayshore Hotel Management LLC was submitted on July 2, 2024, and the file-stamped confirmation was received on July 5, 2024. Copies of all filed UCC-3 termination statements have been obtained and placed in the closing binder.

STATUS: COMPLETE

IV. Item 2: Mortgage and Deed of Trust Releases — VHG Properties Inc. Assets

IV.A. Description

The Existing Credit Facility was secured by, among other things, mortgages and deeds of trust on certain real property assets held by VHG Properties Inc., a wholly owned subsidiary of VHG and one of the Guarantors under the Indenture. VHG Properties Inc. holds fee-simple interests in a portfolio of 32 hotel properties located across multiple states in the United States, which were pledged as collateral to secure VHG's obligations under the Existing Credit Facility.

Upon repayment in full of the Existing Credit Facility on June 25, 2024, Greystone National Bank, N.A. — acting in its capacity as Administrative Agent and Collateral Agent for the benefit of the syndicate lenders under the Existing Credit Facility, including Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC — became obligated to deliver fully executed mortgage releases, satisfactions of mortgage, reconveyances, and/or releases of deed of trust (as applicable by jurisdiction) for each encumbered property. The form of release instrument varies by state, with certain jurisdictions (such as Florida and New York) requiring satisfactions of mortgage and other jurisdictions (such as Texas and California) requiring reconveyances or releases of deed of trust.

The Lien Release and Termination Request Letter dated June 24, 2024 from David K. Moretti (VHG General Counsel) to Thomas P. Quirk (Greystone National Bank, N.A.) specifically identified each encumbered property by address, county, state, and recording information for the original mortgage or deed of trust, and requested that Greystone deliver recordable release instruments for each property in form suitable for recording in the applicable county recording office.

IV.B. Scope of Releases Required

VHG Properties Inc. holds fee-simple interests in 32 hotel properties across multiple states, including but not limited to properties located in Florida, New York, Texas, California, Georgia, Illinois, Massachusetts, and Arizona. A release of mortgage, satisfaction of mortgage, reconveyance, or release of deed of trust (as applicable) is required to be recorded in the county recording office (or equivalent recording authority) of each county in which a mortgage or deed of trust was originally recorded. Given the geographic diversity of the portfolio, releases must be prepared in compliance with the specific statutory requirements of each state and county.

Responsible Party for preparation and delivery of release instruments: Greystone National Bank, N.A. (Thomas P. Quirk), acting through its outside counsel. Greystone's outside counsel is responsible for preparing each release instrument in recordable form, obtaining the necessary signatures of authorized officers of Greystone National Bank, N.A. (and, where required, of the syndicate lenders), and arranging for notarization and acknowledgment as required for recording.

Responsible Party for confirmation and tracking of recordings: Calderwood & Harkness LLP (Claire Dempsey and Audrey Zhou) — responsible for confirming receipt of all executed release instruments and coordinating submission for recording in the applicable county recording offices. VHG in-house legal (David K. Moretti) is coordinating with local counsel as needed in jurisdictions where Calderwood & Harkness does not have direct filing capabilities or where local practice requires the involvement of local counsel for recording.

IV.C. Status Tracking

Status as of July 1, 2024: Greystone National Bank, N.A. has delivered executed release instruments for approximately 24 of the 32 encumbered properties. The delivered instruments cover properties located in Florida (8 properties), New York (4 properties), Georgia (3 properties), Massachusetts (2 properties), Illinois (2 properties), Arizona (2 properties), and California (3 properties). The remaining 8 property releases — covering properties located in Texas (3 properties), additional California properties (2 properties), and additional Florida properties (3 properties) — are in process. Greystone has confirmed, through Thomas P. Quirk, that its outside counsel is preparing the remaining instruments and expects delivery of all remaining release instruments by July 5, 2024. Recording of the initial 24 release instruments has been submitted to the applicable county recording offices; however, confirmation of recording is pending for all 24 instruments, as county processing times vary and some counties may require several weeks for recording and return of file-stamped copies.

Status as of July 8, 2024: All 32 mortgage and deed of trust release instruments have been received from Greystone National Bank, N.A. The final 8 release instruments were received on July 5, 2024, consistent with Greystone's earlier commitment. Recording has been submitted in all applicable jurisdictions for all 32 properties. Recording confirmations (file-stamped copies returned by the county recording office) have been received for the majority of the properties; however, a small number of recording confirmations remain outstanding and are expected to be received in the ordinary course of county processing. Copies of all executed release instruments and all available recording confirmations have been placed in the closing binder. VHG in-house counsel (David K. Moretti) has agreed to track any remaining recording confirmations that are received after the date of this memorandum and to provide copies to Calderwood & Harkness for supplementation of the closing binder as appropriate.

STATUS: SUBSTANTIALLY COMPLETE (all release instruments have been delivered by Greystone National Bank, N.A. and submitted for recording in all applicable jurisdictions; final recording confirmations to be tracked by VHG in-house legal in the ordinary course)

V. Item 3: Compilation and Binding of Closing Binder

V.A. Description

This item concerns the preparation of the comprehensive closing binder containing executed copies of all transaction documents, signature pages, ancillary certificates, legal opinions, and supporting materials related to the issuance of the Notes. The closing binder serves as the definitive record of all transaction documentation and is customarily prepared following closing and delivery of all post-closing items. The closing binder is to be organized by tab in accordance with the Closing Index and Signature Pages master index dated July 2, 2024, which was prepared by Audrey Zhou and reviewed by Claire Dempsey.

Printing and document production services for the closing binder have been coordinated with Meridian Document Services Inc. (44 Wall Street, 12th Floor, New York, New York 10005), which has been engaged to print, assemble, and bind the final closing binder sets.

V.B. Contents of Closing Binder

The closing binder includes the following documents, organized by tab as set forth in the Closing Index:

Tab 1: Purchase Agreement, dated as of June 18, 2024, among Verimark Hospitality Group Inc., the Guarantors, and Kensington Barrow & Co., as Initial Purchaser (fully executed)

Tab 2: Indenture, dated as of June 25, 2024, among Verimark Hospitality Group Inc., as Issuer, the Guarantors named therein, and Fidelitas Trust Company, N.A., as Trustee (fully executed)

Tab 3: Form of Global Note (Rule 144A) — CUSIP 923847 AA 5

Tab 4: Form of Global Note (Regulation S) — CUSIP U92384 AA 8

Tab 5: Registration Rights Agreement, dated as of June 25, 2024, among Verimark Hospitality Group Inc., the Guarantors, and Kensington Barrow & Co. (fully executed)

Tab 6: Escrow Agreement, dated as of June 18, 2024, among Verimark Hospitality Group Inc., Kensington Barrow & Co., and Fidelitas Trust Company, N.A., as Escrow Agent (fully executed)

Tab 7: Guarantor Joinder Agreements — each of the five subsidiary guarantors (Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.), each dated as of June 25, 2024 (fully executed)

Tab 8: Final Offering Memorandum, dated June 18, 2024

Tab 9: Pricing Term Sheet, dated June 17, 2024

Tab 10: Officer's Certificate of Verimark Hospitality Group Inc., dated June 25, 2024, signed by Patricia R. Henning, Chief Executive Officer, and David K. Moretti, General Counsel & Secretary

Tab 11: Secretary's Certificate of Verimark Hospitality Group Inc., dated June 25, 2024, signed by David K. Moretti, General Counsel & Secretary, with the following attachments:

(a) Certificate of Incorporation of VHG, as amended and restated

(b) Amended and Restated Bylaws of VHG

(d) Incumbency Certificate

Tab 12: Board Resolutions of Verimark Hospitality Group Inc., adopted June 14, 2024, with the meeting chaired by Eleanor M. Vasquez, Chairperson of the Board (certified copy)

Tab 13: Board/Manager Resolutions of each Guarantor Subsidiary, each adopted June 14, 2024 (certified copies for Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.)

Tab 14: Good Standing Certificates for VHG and each Guarantor, each dated June 20, 2024, obtained from the Delaware Secretary of State (for Delaware-organized entities) and the Florida Department of State (for Bayshore Hotel Management LLC)

Tab 15: Legal Opinion of Calderwood & Harkness LLP, dated June 25, 2024, delivered to the Initial Purchaser and the Trustee

Tab 16: Tax Opinion of Calderwood & Harkness LLP, dated June 25, 2024, prepared by Sylvia Hartwell, Partner, Tax

Tab 17: 10b-5 Negative Assurance Letter of Calderwood & Harkness LLP, dated June 25, 2024, delivered to the Initial Purchaser

Tab 18: Closing Certificate of the Initial Purchaser — Kensington Barrow & Co., dated June 25, 2024

Tab 19: Payoff Letter from Greystone National Bank, N.A., dated June 21, 2024, setting forth the aggregate payoff amount and wire instructions for the Existing Credit Facility

Tab 20: Lien Release and Termination Request Letter from VHG to Greystone National Bank, N.A., dated June 24, 2024

Tab 21: Notice of Termination of the Existing Credit Agreement, dated June 25, 2024, delivered by VHG to Greystone National Bank, N.A. and the syndicate lenders

Tab 22: DTC Letter of Representations, dated June 25, 2024, executed by VHG and Fidelitas Trust Company, N.A., and delivered to The Depository Trust Company

Tab 23: Funds Flow Memorandum, dated June 24, 2024, setting forth the anticipated flow of funds at closing (including wire transfer amounts, recipients, and account details)

Tab 24: UCC-3 Termination Statements — copies of all filed and file-stamped UCC-3 financing statement amendments (termination) (see Item 1 above)

Tab 25: Mortgage/Deed of Trust Releases — copies of all executed release instruments and available recording confirmations (see Item 2 above)

Tab 26: Comfort Letter from Palladian & Howe LLP, Certified Public Accountants, received by the Initial Purchaser at or prior to closing

V.C. Status Tracking

Responsible Party: Claire Dempsey and Audrey Zhou (Calderwood & Harkness LLP) — responsible for compilation, organization, and quality review of all closing binder materials. Meridian Document Services Inc. — responsible for printing, assembly, and binding of final closing binder sets.

Status as of July 1, 2024: The Closing Index has been finalized as of the July 2, 2024 version. Compilation of all executed signature pages and transaction documents is in progress. The majority of closing binder materials are in hand; however, the binder cannot be finalized until completion of Item 1 (UCC-3 Termination Statements) and Item 2 (Mortgage/Deed of Trust Releases), as copies of all filed UCC-3 termination statements and executed mortgage release instruments are to be included in the binder (Tabs 24 and 25).

Status as of July 8, 2024: The closing binder has been fully compiled, printed, and bound by Meridian Document Services Inc. Three copies of the closing binder have been prepared and distributed as follows:

(a) Copy 1: Delivered to Verimark Hospitality Group Inc. (attention: David K. Moretti, General Counsel & Secretary, 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129) — delivered via overnight courier on July 8, 2024;

(b) Copy 2: Retained by Calderwood & Harkness LLP for the firm's permanent files;

(c) Copy 3: Delivered to Kensington Barrow & Co. (attention: Jonathan M. Firth, Managing Director, Leveraged Finance, 399 Park Avenue, 22nd Floor, New York, New York 10022) — delivered via messenger on July 8, 2024.

STATUS: COMPLETE

VI. Item 4: Confirmation of DTC FAST Eligibility

VI.A. Description

The Notes are issued in global form and are held through The Depository Trust Company ("DTC") book-entry system. The DTC Letter of Representations was executed and delivered on June 25, 2024 by VHG and Fidelitas Trust Company, N.A. (acting in its capacity as Trustee, Registrar, and Transfer Agent; contact: Rebecca A. Marsden, Vice President, Corporate Trust Administration, 100 Wall Street, Suite 1500, New York, New York 10005). The DTC Letter of Representations is the standard form of letter required by DTC to permit the Notes to be held in book-entry form through DTC's facilities.

As a post-closing item, confirmation is required that the Notes — identified by CUSIP 923847 AA 5 (for the Rule 144A tranche) and CUSIP U92384 AA 8 (for the Regulation S tranche), corresponding to ISIN US923847AA52 and ISIN USU92384AA83, respectively — are FAST (Fast Automated Securities Transfer) eligible with DTC. FAST eligibility means that Fidelitas Trust Company, N.A. (as Transfer Agent) is a FAST agent and that the global notes are maintained in DTC's FAST system for balance certificate processing, thereby permitting the Notes to be held and transferred through DTC's book-entry system without the need for physical delivery of certificates.

Confirmation of FAST eligibility is a customary post-closing deliverable in 144A/Regulation S high-yield note offerings and is required to ensure that the Notes are fully operational within DTC's settlement and clearing infrastructure.

VI.B. Status Tracking

Responsible Party: Fidelitas Trust Company, N.A. (Rebecca A. Marsden) — responsible for confirming FAST eligibility with DTC and providing written confirmation to Calderwood & Harkness LLP. Calderwood & Harkness LLP (Audrey Zhou) — responsible for follow-up and obtaining the written confirmation.

Status as of July 1, 2024: The DTC Letter of Representations was delivered on June 25, 2024. Fidelitas Trust Company, N.A. has confirmed, in a telephone conversation with Audrey Zhou on June 28, 2024, that it is a DTC FAST agent and that the Notes have been accepted into DTC's system for book-entry processing. However, as of July 1, 2024, the formal written confirmation of FAST eligibility from DTC operations has not yet been received. Audrey Zhou has followed up with Rebecca A. Marsden at Fidelitas Trust and has been advised that the written confirmation is expected to be issued in the coming days.

Status as of July 8, 2024: Written confirmation of DTC FAST eligibility has been received from Fidelitas Trust Company, N.A., confirming that both CUSIPs — 923847 AA 5 (Rule 144A) and U92384 AA 8 (Regulation S) — are FAST-eligible and fully operational within DTC's book-entry system. The confirmation letter is dated July 3, 2024 and was received by Calderwood & Harkness on July 5, 2024. A copy of the confirmation letter has been placed in the closing binder (Tab 22A, supplementing the DTC Letter of Representations at Tab 22).

STATUS: COMPLETE

VII. Summary Status Table

The following table provides a consolidated summary of the status of all four post-closing items as of July 1, 2024 and July 8, 2024:

Overall Assessment: All material post-closing items have been completed or substantially completed as of July 8, 2024, within the target completion date established at the outset of the post-closing process. The only item that remains open in any respect is Item 2 (Mortgage and Deed of Trust Releases), which is substantially complete — all 32 mortgage and deed of trust release instruments have been received from Greystone National Bank, N.A. and have been submitted for recording in all applicable county recording offices. A limited number of recording confirmations (file-stamped copies from the applicable county recording offices) remain outstanding and are expected to be received in the ordinary course of county processing. Responsibility for tracking these remaining recording confirmations has been handed off to VHG in-house legal (David K. Moretti), who has agreed to provide copies to Calderwood & Harkness upon receipt for supplementation of the firm's permanent files.

VIII. Recommendation

Based on the completion status of all post-closing items as of July 8, 2024, we respectfully recommend the following:

1. Matter Closure. The matter should be marked as closed and completed in Calderwood & Harkness's matter management system. All substantive post-closing deliverables have been completed or substantially completed, and no further action by the firm is required with respect to the remaining recording confirmations, which are being tracked by VHG in-house legal.

2. Remaining County Recording Confirmations. Any future inquiries regarding the status of remaining county recording confirmations for mortgage and deed of trust releases (Item 2) should be directed to David K. Moretti, General Counsel & Secretary, Verimark Hospitality Group Inc., at the contact information set forth in Section IX below.

3. Cross-Reference: Post-Closing Letter to Client. Please note that a Post-Closing Letter to Client, dated July 5, 2024, was sent by Theodore Langston to David K. Moretti summarizing VHG's ongoing obligations under the Indenture and the Registration Rights Agreement, including but not limited to periodic reporting obligations, restrictions on restricted payments and incurrence of indebtedness, and the obligation to consummate a registered exchange offer or file a shelf registration statement within the time periods specified in the Registration Rights Agreement.

4. Cross-Reference: Matter Closing Memorandum. A Matter Closing Memorandum is to be prepared and circulated upon final confirmation that all post-closing items have been fully completed, including receipt of any outstanding county recording confirmations. The Matter Closing Memorandum will be prepared by the undersigned and circulated to the deal team and the file.

IX. Key Contacts for Post-Closing Items

The following table sets forth the key contacts for post-closing items for reference purposes:

X. Signature

This memorandum was prepared by the undersigned and reflects the status of post-closing deliverables as of the dates indicated herein. Please contact me with any questions or if additional information is required.

CALDERWOOD & HARKNESS LLP

By: ________

Claire Dempsey Lead Associate, Capital Markets

Date: July 1, 2024 (updated July 8, 2024)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees identified above and should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.

Item No.	Description	Responsible Party	Due Date / Target	Status (as of July 1, 2024)	Status Update (as of July 8, 2024)	Notes / Comments
1	UCC-3 Termination Statements — Receipt and Filing	Greystone National Bank, N.A. (delivery); Calderwood & Harkness LLP (filing and confirmation)	July 5, 2024	In Progress — Delaware filings received; Florida filing received but not yet filed	COMPLETE — All UCC-3 termination statements filed and confirmed in all applicable jurisdictions	Copies placed in closing binder
2	Mortgage and Deed of Trust Releases — VHG Properties Inc. Assets	Greystone National Bank, N.A. (delivery); Calderwood & Harkness LLP / VHG in-house legal (recording)	July 8, 2024	In Progress — 24 of 32 release instruments received; remaining 8 expected by July 5, 2024	SUBSTANTIALLY COMPLETE — All 32 instruments received and submitted for recording; limited number of recording confirmations pending	VHG in-house legal to track remaining recording confirmations
3	Compilation and Binding of Closing Binder	Calderwood & Harkness LLP (Claire Dempsey, Audrey Zhou); Meridian Document Services Inc.	July 8, 2024	In Progress — Closing index finalized; awaiting completion of Items 1 and 2	COMPLETE — Three copies prepared and distributed	Copies delivered to VHG, Calderwood & Harkness, and Kensington Barrow
4	Confirmation of DTC FAST Eligibility	Fidelitas Trust Company, N.A. (confirmation); Calderwood & Harkness LLP (follow-up)	July 5, 2024	Pending Written Confirmation — DTC Letter of Representations delivered; Fidelitas Trust has confirmed orally	COMPLETE — Written confirmation received for both CUSIPs	Copy placed in closing binder
Item No.	Description	Status as of July 1, 2024	Status as of July 8, 2024
1	UCC-3 Termination Statements — Receipt and Filing	In Progress	COMPLETE
2	Mortgage and Deed of Trust Releases — VHG Properties Inc. Assets	In Progress	SUBSTANTIALLY COMPLETE
3	Compilation and Binding of Closing Binder	In Progress	COMPLETE
4	Confirmation of DTC FAST Eligibility	Pending Written Confirmation	COMPLETE
Name	Organization	Role	Contact Information
Claire Dempsey	Calderwood & Harkness LLP	Lead Associate, Capital Markets; Post-Closing Coordinator	One Liberty Plaza, 45th Floor, New York, NY 10006
Audrey Zhou	Calderwood & Harkness LLP	Working Associate, Capital Markets	One Liberty Plaza, 45th Floor, New York, NY 10006
Theodore Langston	Calderwood & Harkness LLP	Responsible Partner, Capital Markets	One Liberty Plaza, 45th Floor, New York, NY 10006
Vivienne St. Claire	Calderwood & Harkness LLP	Billing Partner, Capital Markets	One Liberty Plaza, 45th Floor, New York, NY 10006
David K. Moretti	Verimark Hospitality Group Inc.	General Counsel & Secretary	2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129
Thomas P. Quirk	Greystone National Bank, N.A.	Senior Vice President (Existing Facility Administrative Agent)	1 Financial Center, Boston, MA 02111
Rebecca A. Marsden	Fidelitas Trust Company, N.A.	Vice President, Corporate Trust Administration	100 Wall Street, Suite 1500, New York, NY 10005
Jonathan M. Firth	Kensington Barrow & Co.	Managing Director, Leveraged Finance	399 Park Avenue, 22nd Floor, New York, NY 10022

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 45th Floor New York, New York 10006
INTERNAL MEMORANDUM
Date: July 1, 2024 (with status updates through July 8, 2024)
From: Claire Dempsey, Lead Associate, Capital Markets
To: Theodore Langston, Responsible Partner, Capital Markets Vivienne St. Claire, Billing Partner, Capital Markets
CC: Audrey Zhou, Working Associate, Capital Markets
Re: Post-Closing Checklist — Verimark Hospitality Group Inc. — $500,000,000 8.250% Senior Notes due 2031
Matter Reference: Calderwood & Harkness matter for Verimark Hospitality Group Inc. (Nasdaq: VMRK)
I. Introduction and Summary
The purpose of this memorandum is to track and memorialize all outstanding post-closing deliverables following the closing on June 25, 2024 of the $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") issued by Verimark Hospitality Group Inc. ("VHG" or the "Issuer") pursuant to the Indenture dated as of June 25, 2024 (the "Indenture"), among VHG, the guarantors named therein (collectively, the "Guarantors"), and Fidelitas Trust Company, N.A., as Trustee (the "Trustee"). The Notes were offered and sold to Kensington Barrow & Co., as initial purchaser (the "Initial Purchaser"), pursuant to the Purchase Agreement dated June 18, 2024, in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Rule 144A and Regulation S thereunder.
All closing deliverables required at or prior to closing on June 25, 2024 were delivered and confirmed complete per the Master Closing Checklist, the final version of which was updated on July 2, 2024 by Audrey Zhou and circulated to the deal team and client on that date. Accordingly, this memorandum does not revisit items that were delivered at or prior to closing, all of which have been confirmed as satisfactory.
This memorandum addresses the remaining post-closing items that were identified as outstanding as of the closing date and tracks their completion status through July 8, 2024. The target completion date for all post-closing items was set at July 8, 2024, which represents approximately two weeks following the closing date — consistent with customary market practice for transactions of this nature.
Transaction Background. VHG issued the Notes in an aggregate principal amount of $500,000,000. After deducting the initial purchaser discount of $8,750,000 (1.75%) and estimated offering expenses of approximately $7,500,000, net proceeds to the Issuer were approximately $483,750,000. The net proceeds were used to repay in full all outstanding obligations under that certain Amended and Restated Credit Agreement dated as of March 15, 2021 (Loan No. GNB-SYN-2021-04417), among VHG and certain of its subsidiaries as borrowers, Greystone National Bank, N.A., as Administrative Agent and Collateral Agent, and the syndicate lenders party thereto (the "Existing Credit Facility"). The payoff amount comprised the following:
•  Outstanding principal: $467,342,819.16
•  Accrued and unpaid interest through the payoff date: $4,207,180.84
•  Prepayment premium: $2,336,714.10
•  Total payoff amount: $473,886,714.10
The payoff wire was initiated on June 25, 2024, and confirmation of receipt by Greystone National Bank, N.A. was obtained on the same date. A copy of the wire confirmation is included in the closing binder materials.
The following sections of this memorandum set forth a detailed description of each post-closing item, identify the responsible parties, and track completion status as of July 1, 2024 and July 8, 2024, respectively.
II. Post-Closing Items — Master Checklist Table
The following tracking table provides a summary overview of all post-closing deliverables. Each item is described in detail in Sections III through VI below. The column headers and their intended content are as follows:
The detailed description, scope, and status of each item follows below.
III. Item 1: UCC-3 Termination Statements — Receipt and Filing
III.A. Description
Upon repayment in full of the Existing Credit Facility on June 25, 2024, Greystone National Bank, N.A. (contact: Thomas P. Quirk, Senior Vice President, 1 Financial Center, Boston, Massachusetts 02111) became obligated, pursuant to Section 9-513 of the Uniform Commercial Code and the terms of the Existing Credit Facility, to deliver executed UCC-3 financing statement amendments (termination) to release all UCC-1 financing statements previously filed against VHG and its subsidiary guarantors in connection with the Existing Credit Facility. The filing of UCC-3 termination statements is necessary to clear the security interests of record against the personal property of VHG and the subsidiary guarantors and to ensure that no residual liens encumber assets of the Issuer or the Guarantors that are inconsistent with the terms of the Indenture.
A Lien Release and Termination Request Letter was sent by VHG (prepared by David K. Moretti, General Counsel & Secretary, Verimark Hospitality Group Inc.) to Greystone National Bank, N.A. (attention: Thomas P. Quirk) on June 24, 2024, requesting prompt delivery of all UCC-3 termination statements, as well as all mortgage and deed of trust release instruments (addressed separately in Item 2 below). The letter set a requested delivery date of no later than July 5, 2024 for all such instruments, and specifically identified each UCC-1 filing statement by debtor name, filing jurisdiction, and (where available) filing number.
III.B. Specific UCC Filings to be Terminated
The following UCC-1 financing statements were previously filed in connection with the Existing Credit Facility and are required to be terminated by the filing of corresponding UCC-3 financing statement amendments (termination). Each filing is identified below by debtor entity and filing jurisdiction. Filing numbers are to be confirmed from the existing security documents and lien search reports maintained in the deal files:
1.  Verimark Hospitality Group Inc. — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware
2.  Verimark Resort Holdings LLC — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware
3.  VHG Properties Inc. — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware
4.  Bayshore Hotel Management LLC — Florida Department of State, Secured Transaction Registry, Tallahassee, Florida
5.  Verimark Capital Holdings LLC — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware
6.  Pinnacle Lodging Enterprises Inc. — Delaware Secretary of State, Division of Corporations, Wilmington, Delaware
With the exception of Item 4 above (Bayshore Hotel Management LLC, which is a Florida limited liability company organized under the laws of the State of Florida and for which the original UCC-1 was filed with the Florida Department of State), all of the foregoing UCC-1 financing statements were filed with the Delaware Secretary of State, as each of the other debtor entities is organized under the laws of the State of Delaware.
III.C. Status Tracking
Responsible Party: Greystone National Bank, N.A. (Thomas P. Quirk) — responsible for execution and delivery of UCC-3 termination statements; Calderwood & Harkness LLP (Audrey Zhou) — responsible for confirmation that each UCC-3 has been properly filed with the applicable filing office and for obtaining file-stamped copies.
Status as of July 1, 2024: Executed UCC-3 termination statements have been received from Greystone National Bank, N.A. for all five Delaware-filed UCC-1 financing statements, covering the following debtor entities: Verimark Hospitality Group Inc., Verimark Resort Holdings LLC, VHG Properties Inc., Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc. These UCC-3 termination statements were received on June 28, 2024 and have been submitted for filing with the Delaware Secretary of State. The executed UCC-3 termination statement for Bayshore Hotel Management LLC (Florida filing) was also received from Greystone National Bank, N.A. on June 28, 2024; however, this instrument has not yet been filed with the Florida Department of State. Calderwood & Harkness is coordinating the filing with the Florida Department of State's Secured Transaction Registry, and filing is expected to be completed during the week of July 1, 2024.
Status as of July 8, 2024: All UCC-3 termination statements have been filed and confirmed in all applicable jurisdictions. The five Delaware Secretary of State filings — covering Verimark Hospitality Group Inc., Verimark Resort Holdings LLC, VHG Properties Inc., Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc. — were filed and file-stamped copies were received from the Delaware Secretary of State on July 3, 2024. The Florida Department of State filing for Bayshore Hotel Management LLC was submitted on July 2, 2024, and the file-stamped confirmation was received on July 5, 2024. Copies of all filed UCC-3 termination statements have been obtained and placed in the closing binder.
STATUS: COMPLETE
IV. Item 2: Mortgage and Deed of Trust Releases — VHG Properties Inc. Assets
IV.A. Description
The Existing Credit Facility was secured by, among other things, mortgages and deeds of trust on certain real property assets held by VHG Properties Inc., a wholly owned subsidiary of VHG and one of the Guarantors under the Indenture. VHG Properties Inc. holds fee-simple interests in a portfolio of 32 hotel properties located across multiple states in the United States, which were pledged as collateral to secure VHG's obligations under the Existing Credit Facility.
Upon repayment in full of the Existing Credit Facility on June 25, 2024, Greystone National Bank, N.A. — acting in its capacity as Administrative Agent and Collateral Agent for the benefit of the syndicate lenders under the Existing Credit Facility, including Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC — became obligated to deliver fully executed mortgage releases, satisfactions of mortgage, reconveyances, and/or releases of deed of trust (as applicable by jurisdiction) for each encumbered property. The form of release instrument varies by state, with certain jurisdictions (such as Florida and New York) requiring satisfactions of mortgage and other jurisdictions (such as Texas and California) requiring reconveyances or releases of deed of trust.
The Lien Release and Termination Request Letter dated June 24, 2024 from David K. Moretti (VHG General Counsel) to Thomas P. Quirk (Greystone National Bank, N.A.) specifically identified each encumbered property by address, county, state, and recording information for the original mortgage or deed of trust, and requested that Greystone deliver recordable release instruments for each property in form suitable for recording in the applicable county recording office.
IV.B. Scope of Releases Required
VHG Properties Inc. holds fee-simple interests in 32 hotel properties across multiple states, including but not limited to properties located in Florida, New York, Texas, California, Georgia, Illinois, Massachusetts, and Arizona. A release of mortgage, satisfaction of mortgage, reconveyance, or release of deed of trust (as applicable) is required to be recorded in the county recording office (or equivalent recording authority) of each county in which a mortgage or deed of trust was originally recorded. Given the geographic diversity of the portfolio, releases must be prepared in compliance with the specific statutory requirements of each state and county.
Responsible Party for preparation and delivery of release instruments: Greystone National Bank, N.A. (Thomas P. Quirk), acting through its outside counsel. Greystone's outside counsel is responsible for preparing each release instrument in recordable form, obtaining the necessary signatures of authorized officers of Greystone National Bank, N.A. (and, where required, of the syndicate lenders), and arranging for notarization and acknowledgment as required for recording.
Responsible Party for confirmation and tracking of recordings: Calderwood & Harkness LLP (Claire Dempsey and Audrey Zhou) — responsible for confirming receipt of all executed release instruments and coordinating submission for recording in the applicable county recording offices. VHG in-house legal (David K. Moretti) is coordinating with local counsel as needed in jurisdictions where Calderwood & Harkness does not have direct filing capabilities or where local practice requires the involvement of local counsel for recording.
IV.C. Status Tracking
Status as of July 1, 2024: Greystone National Bank, N.A. has delivered executed release instruments for approximately 24 of the 32 encumbered properties. The delivered instruments cover properties located in Florida (8 properties), New York (4 properties), Georgia (3 properties), Massachusetts (2 properties), Illinois (2 properties), Arizona (2 properties), and California (3 properties). The remaining 8 property releases — covering properties located in Texas (3 properties), additional California properties (2 properties), and additional Florida properties (3 properties) — are in process. Greystone has confirmed, through Thomas P. Quirk, that its outside counsel is preparing the remaining instruments and expects delivery of all remaining release instruments by July 5, 2024. Recording of the initial 24 release instruments has been submitted to the applicable county recording offices; however, confirmation of recording is pending for all 24 instruments, as county processing times vary and some counties may require several weeks for recording and return of file-stamped copies.
Status as of July 8, 2024: All 32 mortgage and deed of trust release instruments have been received from Greystone National Bank, N.A. The final 8 release instruments were received on July 5, 2024, consistent with Greystone's earlier commitment. Recording has been submitted in all applicable jurisdictions for all 32 properties. Recording confirmations (file-stamped copies returned by the county recording office) have been received for the majority of the properties; however, a small number of recording confirmations remain outstanding and are expected to be received in the ordinary course of county processing. Copies of all executed release instruments and all available recording confirmations have been placed in the closing binder. VHG in-house counsel (David K. Moretti) has agreed to track any remaining recording confirmations that are received after the date of this memorandum and to provide copies to Calderwood & Harkness for supplementation of the closing binder as appropriate.
STATUS: SUBSTANTIALLY COMPLETE (all release instruments have been delivered by Greystone National Bank, N.A. and submitted for recording in all applicable jurisdictions; final recording confirmations to be tracked by VHG in-house legal in the ordinary course)
V. Item 3: Compilation and Binding of Closing Binder
V.A. Description
This item concerns the preparation of the comprehensive closing binder containing executed copies of all transaction documents, signature pages, ancillary certificates, legal opinions, and supporting materials related to the issuance of the Notes. The closing binder serves as the definitive record of all transaction documentation and is customarily prepared following closing and delivery of all post-closing items. The closing binder is to be organized by tab in accordance with the Closing Index and Signature Pages master index dated July 2, 2024, which was prepared by Audrey Zhou and reviewed by Claire Dempsey.
Printing and document production services for the closing binder have been coordinated with Meridian Document Services Inc. (44 Wall Street, 12th Floor, New York, New York 10005), which has been engaged to print, assemble, and bind the final closing binder sets.
V.B. Contents of Closing Binder
The closing binder includes the following documents, organized by tab as set forth in the Closing Index:
Tab 1: Purchase Agreement, dated as of June 18, 2024, among Verimark Hospitality Group Inc., the Guarantors, and Kensington Barrow & Co., as Initial Purchaser (fully executed)
Tab 2: Indenture, dated as of June 25, 2024, among Verimark Hospitality Group Inc., as Issuer, the Guarantors named therein, and Fidelitas Trust Company, N.A., as Trustee (fully executed)
Tab 3: Form of Global Note (Rule 144A) — CUSIP 923847 AA 5
Tab 4: Form of Global Note (Regulation S) — CUSIP U92384 AA 8
Tab 5: Registration Rights Agreement, dated as of June 25, 2024, among Verimark Hospitality Group Inc., the Guarantors, and Kensington Barrow & Co. (fully executed)
Tab 6: Escrow Agreement, dated as of June 18, 2024, among Verimark Hospitality Group Inc., Kensington Barrow & Co., and Fidelitas Trust Company, N.A., as Escrow Agent (fully executed)
Tab 7: Guarantor Joinder Agreements — each of the five subsidiary guarantors (Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.), each dated as of June 25, 2024 (fully executed)
Tab 8: Final Offering Memorandum, dated June 18, 2024
Tab 9: Pricing Term Sheet, dated June 17, 2024
Tab 10: Officer's Certificate of Verimark Hospitality Group Inc., dated June 25, 2024, signed by Patricia R. Henning, Chief Executive Officer, and David K. Moretti, General Counsel & Secretary
Tab 11: Secretary's Certificate of Verimark Hospitality Group Inc., dated June 25, 2024, signed by David K. Moretti, General Counsel & Secretary, with the following attachments:
(a) Certificate of Incorporation of VHG, as amended and restated
(b) Amended and Restated Bylaws of VHG
(c) Resolutions of the Board of Directors of VHG (adopted June 14, 2024)
(d) Incumbency Certificate
Tab 12: Board Resolutions of Verimark Hospitality Group Inc., adopted June 14, 2024, with the meeting chaired by Eleanor M. Vasquez, Chairperson of the Board (certified copy)
Tab 13: Board/Manager Resolutions of each Guarantor Subsidiary, each adopted June 14, 2024 (certified copies for Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.)
Tab 14: Good Standing Certificates for VHG and each Guarantor, each dated June 20, 2024, obtained from the Delaware Secretary of State (for Delaware-organized entities) and the Florida Department of State (for Bayshore Hotel Management LLC)
Tab 15: Legal Opinion of Calderwood & Harkness LLP, dated June 25, 2024, delivered to the Initial Purchaser and the Trustee
Tab 16: Tax Opinion of Calderwood & Harkness LLP, dated June 25, 2024, prepared by Sylvia Hartwell, Partner, Tax
Tab 17: 10b-5 Negative Assurance Letter of Calderwood & Harkness LLP, dated June 25, 2024, delivered to the Initial Purchaser
Tab 18: Closing Certificate of the Initial Purchaser — Kensington Barrow & Co., dated June 25, 2024
Tab 19: Payoff Letter from Greystone National Bank, N.A., dated June 21, 2024, setting forth the aggregate payoff amount and wire instructions for the Existing Credit Facility
Tab 20: Lien Release and Termination Request Letter from VHG to Greystone National Bank, N.A., dated June 24, 2024
Tab 21: Notice of Termination of the Existing Credit Agreement, dated June 25, 2024, delivered by VHG to Greystone National Bank, N.A. and the syndicate lenders
Tab 22: DTC Letter of Representations, dated June 25, 2024, executed by VHG and Fidelitas Trust Company, N.A., and delivered to The Depository Trust Company
Tab 23: Funds Flow Memorandum, dated June 24, 2024, setting forth the anticipated flow of funds at closing (including wire transfer amounts, recipients, and account details)
Tab 24: UCC-3 Termination Statements — copies of all filed and file-stamped UCC-3 financing statement amendments (termination) (see Item 1 above)
Tab 25: Mortgage/Deed of Trust Releases — copies of all executed release instruments and available recording confirmations (see Item 2 above)
Tab 26: Comfort Letter from Palladian & Howe LLP, Certified Public Accountants, received by the Initial Purchaser at or prior to closing
V.C. Status Tracking
Responsible Party: Claire Dempsey and Audrey Zhou (Calderwood & Harkness LLP) — responsible for compilation, organization, and quality review of all closing binder materials. Meridian Document Services Inc. — responsible for printing, assembly, and binding of final closing binder sets.
Status as of July 1, 2024: The Closing Index has been finalized as of the July 2, 2024 version. Compilation of all executed signature pages and transaction documents is in progress. The majority of closing binder materials are in hand; however, the binder cannot be finalized until completion of Item 1 (UCC-3 Termination Statements) and Item 2 (Mortgage/Deed of Trust Releases), as copies of all filed UCC-3 termination statements and executed mortgage release instruments are to be included in the binder (Tabs 24 and 25).
Status as of July 8, 2024: The closing binder has been fully compiled, printed, and bound by Meridian Document Services Inc. Three copies of the closing binder have been prepared and distributed as follows:
(a) Copy 1: Delivered to Verimark Hospitality Group Inc. (attention: David K. Moretti, General Counsel & Secretary, 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129) — delivered via overnight courier on July 8, 2024;
(b) Copy 2: Retained by Calderwood & Harkness LLP for the firm's permanent files;
(c) Copy 3: Delivered to Kensington Barrow & Co. (attention: Jonathan M. Firth, Managing Director, Leveraged Finance, 399 Park Avenue, 22nd Floor, New York, New York 10022) — delivered via messenger on July 8, 2024.
STATUS: COMPLETE
VI. Item 4: Confirmation of DTC FAST Eligibility
VI.A. Description
The Notes are issued in global form and are held through The Depository Trust Company ("DTC") book-entry system. The DTC Letter of Representations was executed and delivered on June 25, 2024 by VHG and Fidelitas Trust Company, N.A. (acting in its capacity as Trustee, Registrar, and Transfer Agent; contact: Rebecca A. Marsden, Vice President, Corporate Trust Administration, 100 Wall Street, Suite 1500, New York, New York 10005). The DTC Letter of Representations is the standard form of letter required by DTC to permit the Notes to be held in book-entry form through DTC's facilities.
As a post-closing item, confirmation is required that the Notes — identified by CUSIP 923847 AA 5 (for the Rule 144A tranche) and CUSIP U92384 AA 8 (for the Regulation S tranche), corresponding to ISIN US923847AA52 and ISIN USU92384AA83, respectively — are FAST (Fast Automated Securities Transfer) eligible with DTC. FAST eligibility means that Fidelitas Trust Company, N.A. (as Transfer Agent) is a FAST agent and that the global notes are maintained in DTC's FAST system for balance certificate processing, thereby permitting the Notes to be held and transferred through DTC's book-entry system without the need for physical delivery of certificates.
Confirmation of FAST eligibility is a customary post-closing deliverable in 144A/Regulation S high-yield note offerings and is required to ensure that the Notes are fully operational within DTC's settlement and clearing infrastructure.
VI.B. Status Tracking
Responsible Party: Fidelitas Trust Company, N.A. (Rebecca A. Marsden) — responsible for confirming FAST eligibility with DTC and providing written confirmation to Calderwood & Harkness LLP. Calderwood & Harkness LLP (Audrey Zhou) — responsible for follow-up and obtaining the written confirmation.
Status as of July 1, 2024: The DTC Letter of Representations was delivered on June 25, 2024. Fidelitas Trust Company, N.A. has confirmed, in a telephone conversation with Audrey Zhou on June 28, 2024, that it is a DTC FAST agent and that the Notes have been accepted into DTC's system for book-entry processing. However, as of July 1, 2024, the formal written confirmation of FAST eligibility from DTC operations has not yet been received. Audrey Zhou has followed up with Rebecca A. Marsden at Fidelitas Trust and has been advised that the written confirmation is expected to be issued in the coming days.
Status as of July 8, 2024: Written confirmation of DTC FAST eligibility has been received from Fidelitas Trust Company, N.A., confirming that both CUSIPs — 923847 AA 5 (Rule 144A) and U92384 AA 8 (Regulation S) — are FAST-eligible and fully operational within DTC's book-entry system. The confirmation letter is dated July 3, 2024 and was received by Calderwood & Harkness on July 5, 2024. A copy of the confirmation letter has been placed in the closing binder (Tab 22A, supplementing the DTC Letter of Representations at Tab 22).
STATUS: COMPLETE
VII. Summary Status Table
The following table provides a consolidated summary of the status of all four post-closing items as of July 1, 2024 and July 8, 2024:
Overall Assessment: All material post-closing items have been completed or substantially completed as of July 8, 2024, within the target completion date established at the outset of the post-closing process. The only item that remains open in any respect is Item 2 (Mortgage and Deed of Trust Releases), which is substantially complete — all 32 mortgage and deed of trust release instruments have been received from Greystone National Bank, N.A. and have been submitted for recording in all applicable county recording offices. A limited number of recording confirmations (file-stamped copies from the applicable county recording offices) remain outstanding and are expected to be received in the ordinary course of county processing. Responsibility for tracking these remaining recording confirmations has been handed off to VHG in-house legal (David K. Moretti), who has agreed to provide copies to Calderwood & Harkness upon receipt for supplementation of the firm's permanent files.
VIII. Recommendation
Based on the completion status of all post-closing items as of July 8, 2024, we respectfully recommend the following:
1.  Matter Closure. The matter should be marked as closed and completed in Calderwood & Harkness's matter management system. All substantive post-closing deliverables have been completed or substantially completed, and no further action by the firm is required with respect to the remaining recording confirmations, which are being tracked by VHG in-house legal.
2.  Remaining County Recording Confirmations. Any future inquiries regarding the status of remaining county recording confirmations for mortgage and deed of trust releases (Item 2) should be directed to David K. Moretti, General Counsel & Secretary, Verimark Hospitality Group Inc., at the contact information set forth in Section IX below.
3.  Cross-Reference: Post-Closing Letter to Client. Please note that a Post-Closing Letter to Client, dated July 5, 2024, was sent by Theodore Langston to David K. Moretti summarizing VHG's ongoing obligations under the Indenture and the Registration Rights Agreement, including but not limited to periodic reporting obligations, restrictions on restricted payments and incurrence of indebtedness, and the obligation to consummate a registered exchange offer or file a shelf registration statement within the time periods specified in the Registration Rights Agreement.
4.  Cross-Reference: Matter Closing Memorandum. A Matter Closing Memorandum is to be prepared and circulated upon final confirmation that all post-closing items have been fully completed, including receipt of any outstanding county recording confirmations. The Matter Closing Memorandum will be prepared by the undersigned and circulated to the deal team and the file.
IX. Key Contacts for Post-Closing Items
The following table sets forth the key contacts for post-closing items for reference purposes:
X. Signature
This memorandum was prepared by the undersigned and reflects the status of post-closing deliverables as of the dates indicated herein. Please contact me with any questions or if additional information is required.
CALDERWOOD & HARKNESS LLP
By: ________
Claire Dempsey Lead Associate, Capital Markets
Date: July 1, 2024 (updated July 8, 2024)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees identified above and should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.
Item No. | Description | Responsible Party | Due Date / Target | Status (as of July 1, 2024) | Status Update (as of July 8, 2024) | Notes / Comments
1 | UCC-3 Termination Statements — Receipt and Filing | Greystone National Bank, N.A. (delivery); Calderwood & Harkness LLP (filing and confirmation) | July 5, 2024 | In Progress — Delaware filings received; Florida filing received but not yet filed | COMPLETE — All UCC-3 termination statements filed and confirmed in all applicable jurisdictions | Copies placed in closing binder
2 | Mortgage and Deed of Trust Releases — VHG Properties Inc. Assets | Greystone National Bank, N.A. (delivery); Calderwood & Harkness LLP / VHG in-house legal (recording) | July 8, 2024 | In Progress — 24 of 32 release instruments received; remaining 8 expected by July 5, 2024 | SUBSTANTIALLY COMPLETE — All 32 instruments received and submitted for recording; limited number of recording confirmations pending | VHG in-house legal to track remaining recording confirmations
3 | Compilation and Binding of Closing Binder | Calderwood & Harkness LLP (Claire Dempsey, Audrey Zhou); Meridian Document Services Inc. | July 8, 2024 | In Progress — Closing index finalized; awaiting completion of Items 1 and 2 | COMPLETE — Three copies prepared and distributed | Copies delivered to VHG, Calderwood & Harkness, and Kensington Barrow
4 | Confirmation of DTC FAST Eligibility | Fidelitas Trust Company, N.A. (confirmation); Calderwood & Harkness LLP (follow-up) | July 5, 2024 | Pending Written Confirmation — DTC Letter of Representations delivered; Fidelitas Trust has confirmed orally | COMPLETE — Written confirmation received for both CUSIPs | Copy placed in closing binder
Item No. | Description | Status as of July 1, 2024 | Status as of July 8, 2024
1 | UCC-3 Termination Statements — Receipt and Filing | In Progress | COMPLETE
2 | Mortgage and Deed of Trust Releases — VHG Properties Inc. Assets | In Progress | SUBSTANTIALLY COMPLETE
3 | Compilation and Binding of Closing Binder | In Progress | COMPLETE
4 | Confirmation of DTC FAST Eligibility | Pending Written Confirmation | COMPLETE
Name | Organization | Role | Contact Information
Claire Dempsey | Calderwood & Harkness LLP | Lead Associate, Capital Markets; Post-Closing Coordinator | One Liberty Plaza, 45th Floor, New York, NY 10006
Audrey Zhou | Calderwood & Harkness LLP | Working Associate, Capital Markets | One Liberty Plaza, 45th Floor, New York, NY 10006
Theodore Langston | Calderwood & Harkness LLP | Responsible Partner, Capital Markets | One Liberty Plaza, 45th Floor, New York, NY 10006
Vivienne St. Claire | Calderwood & Harkness LLP | Billing Partner, Capital Markets | One Liberty Plaza, 45th Floor, New York, NY 10006
David K. Moretti | Verimark Hospitality Group Inc. | General Counsel & Secretary | 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129
Thomas P. Quirk | Greystone National Bank, N.A. | Senior Vice President (Existing Facility Administrative Agent) | 1 Financial Center, Boston, MA 02111
Rebecca A. Marsden | Fidelitas Trust Company, N.A. | Vice President, Corporate Trust Administration | 100 Wall Street, Suite 1500, New York, NY 10005
Jonathan M. Firth | Kensington Barrow & Co. | Managing Director, Leveraged Finance | 399 Park Avenue, 22nd Floor, New York, NY 10022

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

STATUS: COMPLETE

STATUS: COMPLETE

STATUS: COMPLETE

CALDERWOOD & HARKNESS LLP

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