1021-00002 · Verimark Hospitality Group · Transaction Documents

form-of-global-note-144a.docx DOCUMENT Capital Markets

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EXHIBIT A-1

FORM OF 144A GLOBAL NOTE

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED NOTES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY:

(A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES;

(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT;

(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A;

(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR

(E) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),

IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. EACH HOLDER, BY ITS ACCEPTANCE HEREOF, REPRESENTS AND AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (C) OR (D) ABOVE, THE ISSUER AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS, AND OTHER INFORMATION AS THE ISSUER OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. REFERENCE IS HEREBY MADE TO THE INDENTURE FOR ADDITIONAL RESTRICTIONS ON TRANSFER AND EXCHANGE OF THIS NOTE AND THE CERTIFICATION REQUIREMENTS APPLICABLE THERETO.

VERIMARK HOSPITALITY GROUP INC.

8.250% Senior Notes due 2031

The aggregate principal amount of Notes of this series that may be authenticated and delivered under the Indenture for the 144A tranche shall not exceed Five Hundred Million Dollars ($500,000,000), except as otherwise provided in the Indenture.

Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Issuer," which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee of The Depository Trust Company ("DTC"), or its registered assigns, the principal sum of [●] Dollars ($[●]) (or such other amount as may be indicated on the Schedule of Increases and Decreases in Global Note attached hereto) on July 1, 2031 (the "Maturity Date").

Interest. The Issuer promises to pay interest on the principal amount of this Note at a rate of 8.250% per annum. Interest on this Note shall accrue from July 1, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and shall be payable semi-annually in arrears on January 1 and July 1 of each year (each, an "Interest Payment Date"), commencing on January 1, 2025. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

The semi-annual interest payment amount on the full $500,000,000 aggregate principal amount of Notes of this series shall be $20,625,000, calculated as follows: $500,000,000 × 8.250% ÷ 2 = $20,625,000.

Interest shall be payable to the Person in whose name this Note is registered at the close of business on December 15 or June 15 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment Date (each, a "Record Date"). Interest on this Note shall be paid in immediately available funds to the account specified by the registered Holder hereof.

Additional Interest. In addition to the interest otherwise payable on this Note, the Issuer may be obligated to pay Additional Interest under the circumstances described in the Registration Rights Agreement, dated as of June 25, 2024 (the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the initial purchasers named therein. In the event of a Registration Default (as defined in the Registration Rights Agreement), Additional Interest shall accrue on this Note at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of such Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period during which such Registration Default continues, up to a maximum aggregate rate of Additional Interest of 1.00% per annum, all as more fully described in the Registration Rights Agreement. Any reference in this Note or in the Indenture to "interest" shall be deemed to include Additional Interest, if and to the extent that Additional Interest is then payable.

Reference to Indenture. This Note is one of a duly authorized issue of notes of the Issuer designated as its "8.250% Senior Notes due 2031" (the "Notes"), limited in aggregate principal amount to $500,000,000 (except as otherwise provided in the Indenture), issued under and governed by an Indenture, dated as of June 25, 2024 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), among Verimark Hospitality Group Inc., as Issuer, the Guarantors party thereto, and Fidelitas Trust Company, N.A., as Trustee (the "Trustee," which term includes any successor trustee under the Indenture). Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties, obligations, and immunities thereunder of the Issuer, the Guarantors, the Trustee, and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

Senior Unsecured Obligations. The Notes are senior unsecured obligations of the Issuer. The Notes rank equally in right of payment with all existing and future Senior Indebtedness of the Issuer. The Notes rank senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer. The Notes are effectively subordinated to all existing and future secured indebtedness of the Issuer to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of any Subsidiary of the Issuer that is not a Guarantor.

Guarantee. The payment of principal of, premium, if any, and interest on this Note is guaranteed, jointly and severally, by each of the Guarantors on a senior unsecured basis, all as more fully set forth in Article 10 of the Indenture. As of the date of the Indenture, the Guarantors are: Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc. Additional Subsidiaries of the Issuer may be required to become Guarantors as provided in the Indenture.

REVERSE OF NOTE

VERIMARK HOSPITALITY GROUP INC.

8.250% Senior Notes due 2031

Section 1. Optional Redemption.

At any time on or after July 1, 2027, the Issuer may redeem the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days' prior notice (or such shorter period as may be agreed by DTC) to each Holder of Notes to be redeemed, at the following redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed), plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on July 1 of the years indicated below:

In the event that less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by lot, or by such other method as the Trustee shall deem fair and appropriate, in accordance with DTC's applicable procedures, provided that no Note of $2,000 in aggregate principal amount or less shall be redeemed in part. The provisions of Section 3.07 of the Indenture shall apply to any optional redemption of Notes pursuant to this Section 1.

Section 2. Equity Clawback.

At any time, or from time to time, prior to July 1, 2027, the Issuer may, at its option, redeem up to 40% of the original aggregate principal amount of the Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds received by the Issuer from one or more Equity Offerings; provided that:

(a) at least 60% of the original aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; and

(b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering.

Based on the original aggregate principal amount of $500,000,000 for this series, the maximum principal amount of Notes that may be redeemed pursuant to this Section 2 is $200,000,000. The provisions of Section 3.08 of the Indenture shall apply to any redemption of Notes pursuant to this Section 2.

Section 3. Change of Control.

Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each Holder of Notes shall have the right to require the Issuer to repurchase all or any part ($2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's Notes at a purchase price in cash equal to 101.000% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Reference is hereby made to Section 4.14 of the Indenture for a description of the definition of Change of Control Triggering Event and the procedures for such repurchase, including the obligations of the Issuer to provide notice to Holders and the manner in which Holders may exercise their repurchase rights.

Section 4. Sinking Fund.

The Notes are not entitled to the benefit of any sinking fund. The Issuer is not required to make any mandatory redemption or repurchase payments with respect to the Notes (other than as set forth in Section 3 above and as otherwise provided in the Indenture).

Section 5. Denominations; Transfer; Exchange.

The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, a Holder may transfer or exchange Notes. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer and the Trustee are not required to transfer or exchange any Note selected for redemption (except, in the case of a Note to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Trustee may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection therewith.

Section 6. Persons Deemed Owners.

The registered Holder of this Note may be treated as the owner of this Note for all purposes under the Indenture, and neither the Issuer, the Guarantors, the Trustee, nor any agent of the Issuer, the Guarantors, or the Trustee shall be affected by notice to the contrary. So long as this Note is registered in the name of DTC or its nominee, the rights of beneficial owners of interests in this Global Note shall be exercised only through DTC and shall be limited to those established by law, by the Indenture, and by arrangements between such beneficial owners and DTC and the DTC participants.

Section 7. Events of Default and Remedies.

If an Event of Default (as defined in the Indenture) shall occur and be continuing, the principal of, and accrued and unpaid interest on, all the Notes may be declared to be due and payable by either the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes, in the manner and with the effect provided in Article 6 of the Indenture. Upon such a declaration, such principal and interest shall be due and payable immediately; provided, however, that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default or Event of Default (except a default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. Reference is hereby made to Article 6 of the Indenture for a complete statement of the Events of Default and the rights of the Trustee and Holders upon the occurrence of an Event of Default.

Section 8. Amendment; Supplement; Waiver.

The Indenture, the Notes, and the Guarantees may be amended, supplemented, or otherwise modified with the written consent of the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes (including, without limitation, Additional Notes, if any), and any existing default or compliance with any provision of the Indenture, the Notes, or the Guarantees may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then-outstanding Notes (including Additional Notes, if any). However, without the consent of each Holder affected thereby, an amendment, supplement, or waiver may not, with respect to any Note held by a non-consenting Holder:

(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement, or waiver;

(b) reduce the rate of or change the time for payment of interest on any Note;

(d) reduce the redemption price of any Note or change the time at which any Note may be redeemed as described in the Indenture;

(e) make any Note payable in money other than that stated in the Note;

(f) make any change in the provisions of the Indenture relating to waivers of past defaults or the rights of Holders to receive payments of principal of or interest on the Notes;

(g) waive a redemption payment with respect to any Note;

(h) release any Guarantor from any of its obligations under its Guarantee or the Indenture, except in accordance with the terms of the Indenture; or

(i) make any change in the preceding amendment and waiver provisions.

Notwithstanding the foregoing, without the consent of any Holder of Notes, the Issuer, the Guarantors, and the Trustee may amend or supplement the Indenture, the Notes, or the Guarantees for certain specified purposes as set forth in the Indenture, including to cure any ambiguity, defect, or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of the Issuer's or any Guarantor's obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets; to add covenants or Events of Default for the benefit of the Holders or to surrender rights conferred upon the Issuer; or to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.

Section 9. Defaults and Remedies; Waiver.

The Holders of a majority in aggregate principal amount of the then-outstanding Notes may, by notice to the Trustee, direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability.

The Holders of a majority in aggregate principal amount of the then-outstanding Notes, by notice to the Trustee, may on behalf of the Holders of all of the Notes rescind any acceleration of the Notes and its consequences if: (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (b) all existing Events of Default (other than the non-payment of the principal of, premium, if any, or interest on the Notes that has become due solely by such acceleration) have been cured or waived; and (c) all amounts due to the Trustee under the Indenture have been paid in full.

Section 10. Defeasance.

The Indenture contains provisions for legal defeasance and covenant defeasance, as set forth in Article 8 of the Indenture. If the Issuer complies with the provisions of Article 8 with respect to legal defeasance, the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and the Guarantees, and to have satisfied all their respective obligations under the Notes, the Guarantees, and the Indenture (subject to certain surviving obligations specified in the Indenture). If the Issuer complies with the provisions of Article 8 with respect to covenant defeasance, the Issuer and the Guarantors shall be released from their obligations under certain restrictive covenants contained in the Indenture, and the occurrence of certain specified Events of Default shall no longer constitute Events of Default with respect to the Notes, all as more fully set forth in Article 8 of the Indenture.

Section 11. Trustee.

Fidelitas Trust Company, N.A. is the initial Trustee under the Indenture. The Trustee also acts as Registrar, Paying Agent, and Transfer Agent with respect to the Notes. The address of the Trustee for all purposes under the Indenture is:

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

Attention: Corporate Trust Administration

The Issuer may change any Paying Agent, Registrar, or Transfer Agent without notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

Section 12. Governing Law.

This Note, the Indenture, and the Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 13. CUSIP and ISIN Numbers.

The Issuer has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in any notice of redemption, repurchase, or exchange as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of a redemption, repurchase, or exchange, and reliance may be placed only on the other identification numbers placed thereon.

CUSIP: 923847 AA 5 ISIN: US923847AA52

Section 14. Global Note Provisions.

This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes, including the limitations on transfers and exchanges set forth therein. Beneficial interests in this Global Note shall be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Except as set forth in the Indenture, this Global Note may be transferred, in whole but not in part, only to DTC, another nominee of DTC, or a successor depositary selected or approved by the Issuer.

In the event that (a) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for this Global Note or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) in either case, a successor depositary is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such cessation, the Issuer shall execute, and the Trustee, upon receipt of an Officer's Certificate and an Opinion of Counsel, shall authenticate and deliver, Notes in definitive registered form in exchange for this Global Note, in authorized denominations and in an aggregate principal amount equal to the principal amount of this Global Note.

In the event that Notes in definitive registered form are issued in exchange for this Global Note, such definitive Notes shall be registered in the name or names of the Person or Persons specified by DTC in writing to the Trustee. The Trustee shall deliver such definitive Notes to the Persons in whose names such Notes are so registered.

Section 15. Authentication.

This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Trustee under the Indenture.

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE

The following increases and decreases in the principal amount of this Global Note have been made:

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

FIDELITAS TRUST COMPANY, N.A., as Trustee

By: ________

Authorized Signatory

Date: ________

EXECUTION

Insert Address and Zip Code of Transferee:

________________________________________

the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________ as attorney to transfer said Note on the books of the Issuer, with full power of substitution in the premises.

Date: ________

Your Signature: ________

(Sign exactly as your name appears on the face of this Note)

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:

________________________________________

Signature of Eligible Guarantor Institution

(Eligible Guarantor Institution as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (a bank, stockbroker, savings and loan association, or credit union with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Exchange Act))

CERTIFICATE OF TRANSFEREE PURSUANT TO RULE 144A

In connection with the transfer of the within Note, the undersigned hereby certifies as follows:

The undersigned certifies that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the sale to it is being made in reliance on Rule 144A. The undersigned acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information, and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

The undersigned further acknowledges that any Notes acquired by it will be subject to certain restrictions on transfer as set forth in the Indenture and the legend set forth on the face of this Note, and the undersigned agrees that it will transfer such Notes only in accordance with the Indenture and such legend.

Date: ________

________________________________________

(Signature of Transferee)

Name: ________

Title: ________

Address: ________

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Note purchased by the Issuer pursuant to Section 4.14 of the Indenture (Change of Control Offer), check the box below:

Section 4.14 — Change of Control Offer

If you wish to have only a portion of this Note purchased by the Issuer, state the amount you wish to have purchased:

$______

(The portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. If no amount is specified but the box above is checked, the entire principal amount of this Note will be subject to the Change of Control Offer.)

Date: ________

Your Signature: ________

(Sign exactly as your name appears on the face of this Note)

Social Security or Taxpayer Identification Number: ________

NOTICE: The signature on this Option of Holder to Elect Purchase must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or enlargement or any change whatsoever.

CUSIP No.: 923847 AA 5	No.: [●]
ISIN: US923847AA52	Initial Principal Amount: $[●]
Year	Redemption Price
2027	104.125%
2028	102.063%
2029 and thereafter	100.000%
Date of Exchange	Amount of Decrease in Principal Amount of this Global Note	Amount of Increase in Principal Amount of this Global Note	Principal Amount of this Global Note Following Such Decrease or Increase	Signature of Authorized Signatory of Trustee

EXHIBIT A-1
FORM OF 144A GLOBAL NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED NOTES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY:
(A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES;
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT;
(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A;
(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR
(E) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),
IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. EACH HOLDER, BY ITS ACCEPTANCE HEREOF, REPRESENTS AND AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (C) OR (D) ABOVE, THE ISSUER AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS, AND OTHER INFORMATION AS THE ISSUER OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. REFERENCE IS HEREBY MADE TO THE INDENTURE FOR ADDITIONAL RESTRICTIONS ON TRANSFER AND EXCHANGE OF THIS NOTE AND THE CERTIFICATION REQUIREMENTS APPLICABLE THERETO.
VERIMARK HOSPITALITY GROUP INC.
8.250% Senior Notes due 2031
The aggregate principal amount of Notes of this series that may be authenticated and delivered under the Indenture for the 144A tranche shall not exceed Five Hundred Million Dollars ($500,000,000), except as otherwise provided in the Indenture.
Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Issuer," which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee of The Depository Trust Company ("DTC"), or its registered assigns, the principal sum of [●] Dollars ($[●]) (or such other amount as may be indicated on the Schedule of Increases and Decreases in Global Note attached hereto) on July 1, 2031 (the "Maturity Date").
Interest. The Issuer promises to pay interest on the principal amount of this Note at a rate of 8.250% per annum. Interest on this Note shall accrue from July 1, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and shall be payable semi-annually in arrears on January 1 and July 1 of each year (each, an "Interest Payment Date"), commencing on January 1, 2025. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
The semi-annual interest payment amount on the full $500,000,000 aggregate principal amount of Notes of this series shall be $20,625,000, calculated as follows: $500,000,000 × 8.250% ÷ 2 = $20,625,000.
Interest shall be payable to the Person in whose name this Note is registered at the close of business on December 15 or June 15 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment Date (each, a "Record Date"). Interest on this Note shall be paid in immediately available funds to the account specified by the registered Holder hereof.
Additional Interest. In addition to the interest otherwise payable on this Note, the Issuer may be obligated to pay Additional Interest under the circumstances described in the Registration Rights Agreement, dated as of June 25, 2024 (the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the initial purchasers named therein. In the event of a Registration Default (as defined in the Registration Rights Agreement), Additional Interest shall accrue on this Note at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of such Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period during which such Registration Default continues, up to a maximum aggregate rate of Additional Interest of 1.00% per annum, all as more fully described in the Registration Rights Agreement. Any reference in this Note or in the Indenture to "interest" shall be deemed to include Additional Interest, if and to the extent that Additional Interest is then payable.
Reference to Indenture. This Note is one of a duly authorized issue of notes of the Issuer designated as its "8.250% Senior Notes due 2031" (the "Notes"), limited in aggregate principal amount to $500,000,000 (except as otherwise provided in the Indenture), issued under and governed by an Indenture, dated as of June 25, 2024 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), among Verimark Hospitality Group Inc., as Issuer, the Guarantors party thereto, and Fidelitas Trust Company, N.A., as Trustee (the "Trustee," which term includes any successor trustee under the Indenture). Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties, obligations, and immunities thereunder of the Issuer, the Guarantors, the Trustee, and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
Senior Unsecured Obligations. The Notes are senior unsecured obligations of the Issuer. The Notes rank equally in right of payment with all existing and future Senior Indebtedness of the Issuer. The Notes rank senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer. The Notes are effectively subordinated to all existing and future secured indebtedness of the Issuer to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of any Subsidiary of the Issuer that is not a Guarantor.
Guarantee. The payment of principal of, premium, if any, and interest on this Note is guaranteed, jointly and severally, by each of the Guarantors on a senior unsecured basis, all as more fully set forth in Article 10 of the Indenture. As of the date of the Indenture, the Guarantors are: Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc. Additional Subsidiaries of the Issuer may be required to become Guarantors as provided in the Indenture.
REVERSE OF NOTE
VERIMARK HOSPITALITY GROUP INC.
8.250% Senior Notes due 2031
Section 1. Optional Redemption.
At any time on or after July 1, 2027, the Issuer may redeem the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days' prior notice (or such shorter period as may be agreed by DTC) to each Holder of Notes to be redeemed, at the following redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed), plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on July 1 of the years indicated below:
In the event that less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by lot, or by such other method as the Trustee shall deem fair and appropriate, in accordance with DTC's applicable procedures, provided that no Note of $2,000 in aggregate principal amount or less shall be redeemed in part. The provisions of Section 3.07 of the Indenture shall apply to any optional redemption of Notes pursuant to this Section 1.
Section 2. Equity Clawback.
At any time, or from time to time, prior to July 1, 2027, the Issuer may, at its option, redeem up to 40% of the original aggregate principal amount of the Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds received by the Issuer from one or more Equity Offerings; provided that:
(a) at least 60% of the original aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; and
(b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering.
Based on the original aggregate principal amount of $500,000,000 for this series, the maximum principal amount of Notes that may be redeemed pursuant to this Section 2 is $200,000,000. The provisions of Section 3.08 of the Indenture shall apply to any redemption of Notes pursuant to this Section 2.
Section 3. Change of Control.
Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each Holder of Notes shall have the right to require the Issuer to repurchase all or any part ($2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's Notes at a purchase price in cash equal to 101.000% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Reference is hereby made to Section 4.14 of the Indenture for a description of the definition of Change of Control Triggering Event and the procedures for such repurchase, including the obligations of the Issuer to provide notice to Holders and the manner in which Holders may exercise their repurchase rights.
Section 4. Sinking Fund.
The Notes are not entitled to the benefit of any sinking fund. The Issuer is not required to make any mandatory redemption or repurchase payments with respect to the Notes (other than as set forth in Section 3 above and as otherwise provided in the Indenture).
Section 5. Denominations; Transfer; Exchange.
The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, a Holder may transfer or exchange Notes. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer and the Trustee are not required to transfer or exchange any Note selected for redemption (except, in the case of a Note to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Trustee may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection therewith.
Section 6. Persons Deemed Owners.
The registered Holder of this Note may be treated as the owner of this Note for all purposes under the Indenture, and neither the Issuer, the Guarantors, the Trustee, nor any agent of the Issuer, the Guarantors, or the Trustee shall be affected by notice to the contrary. So long as this Note is registered in the name of DTC or its nominee, the rights of beneficial owners of interests in this Global Note shall be exercised only through DTC and shall be limited to those established by law, by the Indenture, and by arrangements between such beneficial owners and DTC and the DTC participants.
Section 7. Events of Default and Remedies.
If an Event of Default (as defined in the Indenture) shall occur and be continuing, the principal of, and accrued and unpaid interest on, all the Notes may be declared to be due and payable by either the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes, in the manner and with the effect provided in Article 6 of the Indenture. Upon such a declaration, such principal and interest shall be due and payable immediately; provided, however, that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default or Event of Default (except a default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. Reference is hereby made to Article 6 of the Indenture for a complete statement of the Events of Default and the rights of the Trustee and Holders upon the occurrence of an Event of Default.
Section 8. Amendment; Supplement; Waiver.
The Indenture, the Notes, and the Guarantees may be amended, supplemented, or otherwise modified with the written consent of the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes (including, without limitation, Additional Notes, if any), and any existing default or compliance with any provision of the Indenture, the Notes, or the Guarantees may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then-outstanding Notes (including Additional Notes, if any). However, without the consent of each Holder affected thereby, an amendment, supplement, or waiver may not, with respect to any Note held by a non-consenting Holder:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement, or waiver;
(b) reduce the rate of or change the time for payment of interest on any Note;
(c) reduce the principal of or change the fixed Maturity Date of any Note;
(d) reduce the redemption price of any Note or change the time at which any Note may be redeemed as described in the Indenture;
(e) make any Note payable in money other than that stated in the Note;
(f) make any change in the provisions of the Indenture relating to waivers of past defaults or the rights of Holders to receive payments of principal of or interest on the Notes;
(g) waive a redemption payment with respect to any Note;
(h) release any Guarantor from any of its obligations under its Guarantee or the Indenture, except in accordance with the terms of the Indenture; or
(i) make any change in the preceding amendment and waiver provisions.
Notwithstanding the foregoing, without the consent of any Holder of Notes, the Issuer, the Guarantors, and the Trustee may amend or supplement the Indenture, the Notes, or the Guarantees for certain specified purposes as set forth in the Indenture, including to cure any ambiguity, defect, or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of the Issuer's or any Guarantor's obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets; to add covenants or Events of Default for the benefit of the Holders or to surrender rights conferred upon the Issuer; or to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.
Section 9. Defaults and Remedies; Waiver.
The Holders of a majority in aggregate principal amount of the then-outstanding Notes may, by notice to the Trustee, direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability.
The Holders of a majority in aggregate principal amount of the then-outstanding Notes, by notice to the Trustee, may on behalf of the Holders of all of the Notes rescind any acceleration of the Notes and its consequences if: (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (b) all existing Events of Default (other than the non-payment of the principal of, premium, if any, or interest on the Notes that has become due solely by such acceleration) have been cured or waived; and (c) all amounts due to the Trustee under the Indenture have been paid in full.
Section 10. Defeasance.
The Indenture contains provisions for legal defeasance and covenant defeasance, as set forth in Article 8 of the Indenture. If the Issuer complies with the provisions of Article 8 with respect to legal defeasance, the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and the Guarantees, and to have satisfied all their respective obligations under the Notes, the Guarantees, and the Indenture (subject to certain surviving obligations specified in the Indenture). If the Issuer complies with the provisions of Article 8 with respect to covenant defeasance, the Issuer and the Guarantors shall be released from their obligations under certain restrictive covenants contained in the Indenture, and the occurrence of certain specified Events of Default shall no longer constitute Events of Default with respect to the Notes, all as more fully set forth in Article 8 of the Indenture.
Section 11. Trustee.
Fidelitas Trust Company, N.A. is the initial Trustee under the Indenture. The Trustee also acts as Registrar, Paying Agent, and Transfer Agent with respect to the Notes. The address of the Trustee for all purposes under the Indenture is:
Fidelitas Trust Company, N.A. 100 Wall Street, Suite 1500 New York, NY 10005
Attention: Corporate Trust Administration
The Issuer may change any Paying Agent, Registrar, or Transfer Agent without notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.
Section 12. Governing Law.
This Note, the Indenture, and the Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
Section 13. CUSIP and ISIN Numbers.
The Issuer has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in any notice of redemption, repurchase, or exchange as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of a redemption, repurchase, or exchange, and reliance may be placed only on the other identification numbers placed thereon.
CUSIP: 923847 AA 5 ISIN: US923847AA52
Section 14. Global Note Provisions.
This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes, including the limitations on transfers and exchanges set forth therein. Beneficial interests in this Global Note shall be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Except as set forth in the Indenture, this Global Note may be transferred, in whole but not in part, only to DTC, another nominee of DTC, or a successor depositary selected or approved by the Issuer.
In the event that (a) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for this Global Note or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) in either case, a successor depositary is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such cessation, the Issuer shall execute, and the Trustee, upon receipt of an Officer's Certificate and an Opinion of Counsel, shall authenticate and deliver, Notes in definitive registered form in exchange for this Global Note, in authorized denominations and in an aggregate principal amount equal to the principal amount of this Global Note.
In the event that Notes in definitive registered form are issued in exchange for this Global Note, such definitive Notes shall be registered in the name or names of the Person or Persons specified by DTC in writing to the Trustee. The Trustee shall deliver such definitive Notes to the Persons in whose names such Notes are so registered.
Section 15. Authentication.
This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Trustee under the Indenture.
SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE
The following increases and decreases in the principal amount of this Global Note have been made:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
FIDELITAS TRUST COMPANY, N.A., as Trustee
By: ________
Authorized Signatory
Date: ________
EXECUTION
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
Dated as of: [●]
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: [●]
Title: [●]
ATTEST:
By: ________
Name: [●]
Title: Secretary
GUARANTEE
Each of the undersigned Guarantors (collectively, the "Guarantors" and each, a "Guarantor") hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee under the Indenture and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes, or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on this Note shall be promptly paid in full when due, whether at maturity, by acceleration, redemption, repurchase, or otherwise, and interest on any overdue principal, premium, if any, and, to the extent lawful, interest on this Note, if any, and all other amounts payable by the Issuer under the Indenture and the Notes shall be promptly paid in full, all in accordance with the terms set forth herein, in the Notes, and in the Indenture; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations, that same shall be promptly paid in full when due, whether at stated maturity, by acceleration, or otherwise, in accordance with the terms of the extension or renewal, all subject to the terms and limitations set forth in Article 10 of the Indenture, including the limitations on the obligations of each Guarantor set forth therein.
The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions.
This Guarantee shall not be valid or become obligatory for any purpose with respect to a Note until the Certificate of Authentication on such Note shall have been signed by or on behalf of the Trustee under the Indenture.
VERIMARK RESORT HOLDINGS LLC
By: ________
Name: [●]
Title: [●]
VHG PROPERTIES INC.
By: ________
Name: [●]
Title: [●]
BAYSHORE HOTEL MANAGEMENT LLC
By: ________
Name: [●]
Title: [●]
VERIMARK CAPITAL HOLDINGS LLC
By: ________
Name: [●]
Title: [●]
PINNACLE LODGING ENTERPRISES INC.
By: ________
Name: [●]
Title: [●]
FORM OF TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned registered Holder hereby sell(s), assign(s), and transfer(s) unto:
Insert Name of Transferee:
________________________________________
Insert Social Security or other Taxpayer Identification Number of Transferee:
________________________________________
Insert Address and Zip Code of Transferee:
________________________________________
________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________ as attorney to transfer said Note on the books of the Issuer, with full power of substitution in the premises.
Date: ________
Your Signature: ________
(Sign exactly as your name appears on the face of this Note)
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
Signature Guarantee:
________________________________________
Signature of Eligible Guarantor Institution
(Eligible Guarantor Institution as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (a bank, stockbroker, savings and loan association, or credit union with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Exchange Act))
CERTIFICATE OF TRANSFEREE PURSUANT TO RULE 144A
In connection with the transfer of the within Note, the undersigned hereby certifies as follows:
The undersigned certifies that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the sale to it is being made in reliance on Rule 144A. The undersigned acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information, and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.
The undersigned further acknowledges that any Notes acquired by it will be subject to certain restrictions on transfer as set forth in the Indenture and the legend set forth on the face of this Note, and the undersigned agrees that it will transfer such Notes only in accordance with the Indenture and such legend.
Date: ________
________________________________________
(Signature of Transferee)
Name: ________
Title: ________
Address: ________
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by the Issuer pursuant to Section 4.14 of the Indenture (Change of Control Offer), check the box below:
Section 4.14 — Change of Control Offer
If you wish to have only a portion of this Note purchased by the Issuer, state the amount you wish to have purchased:
$______
(The portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. If no amount is specified but the box above is checked, the entire principal amount of this Note will be subject to the Change of Control Offer.)
Date: ________
Your Signature: ________
(Sign exactly as your name appears on the face of this Note)
Social Security or Taxpayer Identification Number: ________
NOTICE: The signature on this Option of Holder to Elect Purchase must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or enlargement or any change whatsoever.
CUSIP No.: 923847 AA 5 | No.: [●]
ISIN: US923847AA52 | Initial Principal Amount: $[●]
Year | Redemption Price
2027 | 104.125%
2028 | 102.063%
2029 and thereafter | 100.000%
Date of Exchange | Amount of Decrease in Principal Amount of this Global Note | Amount of Increase in Principal Amount of this Global Note | Principal Amount of this Global Note Following Such Decrease or Increase | Signature of Authorized Signatory of Trustee

EXHIBIT A-1

FORM OF 144A GLOBAL NOTE

VERIMARK HOSPITALITY GROUP INC.

REVERSE OF NOTE

VERIMARK HOSPITALITY GROUP INC.

CUSIP: 923847 AA 5 ISIN: US923847AA52

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE

CERTIFICATE OF AUTHENTICATION

EXECUTION

VERIMARK HOSPITALITY GROUP INC.

ATTEST:

GUARANTEE

VERIMARK RESORT HOLDINGS LLC

VHG PROPERTIES INC.

BAYSHORE HOTEL MANAGEMENT LLC

VERIMARK CAPITAL HOLDINGS LLC

PINNACLE LODGING ENTERPRISES INC.

FORM OF TRANSFER NOTICE

CERTIFICATE OF TRANSFEREE PURSUANT TO RULE 144A

OPTION OF HOLDER TO ELECT PURCHASE

Record

Parties

Dates

Amounts