James R. Abrahamson - 03 Mar 2022 Form 4 Insider Report for CorePoint Lodging Inc.

Footnote F1

On March 3, 2022, Cavalier Acquisition Owner LP ("Cavalier") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, by and among the Issuer, Cavalier (as assignee of Cavalier Acquisition JV LP) and Cavalier MergerSub LP, a Delaware limited partnership and a wholly owned subsidiary of Cavalier (as assignee of Cavalier) ("Merger Sub") dated as of November 6, 2021 (as amended, modified or assigned, the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with Merger Sub surviving such merger as a wholly owned subsidiary of Cavalier (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $15.99 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

Footnote F2

Includes deferred stock units ("DSUs"). Pursuant to the Merger Agreement, each DSU became immediately vested and cancelled and entitled the holder to receive an amount of cash equal to the number of shares of Common Stock subject to such DSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.

Footnote F3

Reflects securities held by a trust for the benefit of the Reporting Person's family, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust, except to the extent of his pecuniary interest therein.

Footnote F4

Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.

Footnote F5

Pursuant to the Merger Agreement, each restricted stock unit ("RSU") and DSU became immediately vested and cancelled and entitled the holder to receive an amount of cash equal to the number of shares of Common Stock subject to such RSU or DSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.

Footnote F6

Represents RSUs granted in 2020 that were fully vested in 2021, and were scheduled to be settled upon earliest to occur of (i) a change in control, (ii) the date of the Reporting Person's termination or (iii) the date of the Issuer's 2023 annual stockholders' meeting (and in no event later than July 1, 2023).

Footnote F7

Represents DSUs issued to the Reporting Person in 2020 which were fully vested as of the date of grant and were to be settled upon the earliest to occur of (i) a change in control, (ii) the date of the Reporting Person's termination or (iii) the date of the Issuer's 2023 annual stockholders' meeting (and in no event later than July 1, 2023).

Footnote F8

Represents RSUs granted in 2021, which were originally scheduled to vest in full on the earliest to occur of (i) May 20, 2022, (ii) the date of the Issuer's 2022 annual stockholders' meeting, (iii) the date of the Reporting Issuer's termination as a result of death or disability, or (iv) a change in control.