Contract analysis

Section 1. Description of the Notes The following is a summary description of the material terms of the Notes for purposes of DTC's records and book-entry system. This summary is qualified in its entirety by reference to the Indenture and the Global Notes, copies of which have been or will be furnished to DTC upon request. Full Title: 8.250% Senior Notes due 2031 Issuer: Verimark Hospitality Group Inc., a Delaware co

Section 2. Representations of the Issuer The Issuer hereby represents, warrants, and agrees to and for the benefit of DTC as follows: (a) Due Authorization. The Notes have been duly authorized by all necessary corporate action on the part of the Issuer, and the Global Notes have been duly executed by the Issuer, authenticated by the Trustee, and delivered in accordance with the terms of the Indenture. The Indenture c

Section 3. Representations of the Trustee, Registrar, Paying Agent, and Transfer Agent Fidelitas Trust Company, N.A. hereby represents, warrants, and agrees to and for the benefit of DTC as follows: (a) Due Appointment. Fidelitas Trust Company, N.A. has been duly appointed as Trustee, Registrar, Paying Agent, and Transfer Agent under the Indenture, has accepted such appointments, and has the full power and authority

Section 4. Agreement Regarding DTC's Book-Entry System The Issuer and the Trustee jointly acknowledge and agree, for the benefit of DTC, as follows: (a) Cede & Co. as Sole Registered Holder. DTC's nominee, Cede & Co., will be the sole registered holder of the Global Notes on the Register, and neither the Issuer nor the Trustee will recognize any person other than Cede & Co. as the registered holder of the Global Note

Section 5. Contact Information All communications from DTC to the Issuer, the Trustee, or their respective representatives in connection with the Notes and this Letter of Representations shall be directed as follows: Issuer Contact: Verimark Hospitality Group Inc. Attention: David K. Moretti, General Counsel & Secretary 2400 Brickell Bay Drive, Suite 3100 Miami, FL 33129 Telephone: (305) 555-4700 Email: dmoretti@veri

Section 6. Miscellaneous Provisions (a) Amendment. This Letter of Representations may not be amended, supplemented, modified, or waived except by an instrument in writing signed by each of the Issuer, the Trustee, and DTC. No failure or delay on the part of DTC in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other

1. Record dates for interest payments are the December 15 and June 15 immediately preceding each January 1 and July 1 interest payment date, respectively (being fifteen (15) days prior to each payment date), or as otherwise set forth in the Indenture. If any record date falls on a day that is not a business day, the record date shall be the immediately preceding business day.

2. Semi-annual interest payment amounts (based on full aggregate principal amount outstanding of $500,000,000) are $20,625,000 per payment date, allocated between the 144A Global Note and the Regulation S Global Note based on the respective outstanding principal amounts thereof as of the applicable record date.

3. The initial principal amounts of the 144A Global Note and the Regulation S Global Note reflect the allocation of Notes as between Rule 144A purchasers and Regulation S purchasers as of the date of initial issuance. The principal amounts of the Global Notes may increase or decrease from time to time as a result of transfers of beneficial interests between the 144A Global Note and the Regulation S Global Note in acc

4. All distributions and payments with respect to the Global Notes shall be made to Fidelitas Trust Company, N.A. Account No. 7841-0293-551, or as otherwise directed by DTC. End of Annex A Redemption Period Commencing | Redemption Price On or after July 1, 2027 | 104.125% On or after July 1, 2028 | 102.063% On or after July 1, 2029 | 100.000% 144A Global Note | Regulation S Global Note CUSIP | 923847 AA 5 | U92384 AA