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Matt Kassirer

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3 years ago

Disclosures

Forward-Looking Statements

Certain information in this presentation may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information may relate to the Corporation, its sponsors VM HA Sponsor Corp. and VM HA Sponsor LP (the “Sponsors”), or their respective affiliates’ future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, distributions, plans and objectives of VM Hotel, the Sponsors or their respective affiliates, as the case may be. Particularly, statements regarding future results, performance, achievements, prospects or opportunities of VM Hotel, the Sponsors or their respective affiliates are forward-looking statements. The forward-looking information in this presentation is based on certain assumptions, including, without limitation, the closing of VM Hotel’s initial public offering, the receipt of all required regulatory approvals, and the expected timing related thereto, VM Hotel’s future objectives and strategies to achieve those objectives, including the completion of a qualifying acquisition, as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Generally, forward-looking information can be identified by use of words such as “outlook”, “objective”, “may”, “could”, “would”, “will”, “expect”, “intend”, “estimate”, “forecasts”, “project”, “seek”, “anticipate”, “believes”, “should”, “plans” or “continue”, and other similar terminology.

Forward-looking statements are based on the opinions and estimates of management of VM Hotel, the Sponsors or their respective affiliates, as the case may be, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements of VM Hotel, the Sponsors or their respective affiliates, as the case may be, to be materially different from those expressed or implied by such forward-looking statements. Although management of VM Hotel, the Sponsors or their respective affiliates, as the case may be, believe the assumptions and analysis underlying such statements are reasonable as of the date hereof, you are cautioned not to place undue reliance on these statements.

Although management of VM Hotel, the Sponsors and their respective affiliates have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding VM Hotel. Accordingly, readers should not place undue reliance on forward-looking statements. VM Hotel, the Sponsors and their respective affiliates do not undertake to update any forward-looking statements that are contained herein, except as required by applicable securities laws. See “Risk Factors” attached as Schedule “A” hereto for a description of the risk factors faced by VM Hotel.

Information disclosed in this Presentation is current as of January 25, 2021, except as otherwise provided herein and VM Hotel does not undertake or agree to update this Presentation after the date hereof. All information is derived solely from management of VM Hotel and otherwise publicly available third-party information (including, without limitation, the information published by the sources referenced in the footnotes under the headings Industry Overview, Market Conditions, Market Rebound, Capitalize on a Unique Opportunity and Appendix I: Chain Scales that has not been independently verified by VM Hotel). Further, it does not purport to be complete nor is it intended to be relied upon as advice (legal, financial, tax or otherwise) to current or potential investors. Each prospective investor should contact his, her or their own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice.

No representation or warranty, express or implied, is made or given by or on behalf of VM Hotel or any of its affiliates, directors, officers or employees as to the accuracy, completeness or fairness of the information or opinions contained in this Presentation and no responsibility or liability is accepted by any person for such information or opinions. No person has been authorized to give any information or make any representations other than those contained in this Presentation and, if given and/or made, such information or representations must not be relied upon as having been so authorized.

All references to currency in this Presentation are to U.S. currency.

No Registration under the Securities Act of 1933

None of the securities of VM Hotel have been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered and sold in the United States, or for the account or benefit of any U.S. person or any person in the United States, except that securities may be offered and sold to a limited number of accredited investors in reliance upon Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D promulgated thereunder, and similar exemptions from the registration requirements of applicable state securities laws. “U.S person” and “United States” are as defined in Regulation S under the U.S. Securities Act.

This Presentation does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

No securities of VM Hotel have been approved or disapproved by the United States Securities and Exchange Commission or by any state securities commission or regulatory authority, nor have any of the foregoing authorities passed on the accuracy or adequacy of this Presentation. Any representation to the contrary is a criminal offense.

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