Contract analysis

I. CERTIFYING OFFICER IDENTIFICATION I, David K. Moretti, hereby certify that I am the duly elected, qualified, and acting General Counsel and Secretary of Verimark Hospitality Group Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"). I have served continuously in such capacity since my election to the office of General Counsel and Secretary by the Board of

II. RECITALS WHEREAS, the Company is issuing $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031, in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), to eligible purchasers in compliance with the exemptions from registration provided thereunder; WHEREAS, the Notes are being issued pursuant to the Indenture dat

III. CERTIFICATIONS A. Certification Regarding Amended and Restated Certificate of Incorporation I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as currently in effect and on file with the Secretary of State of the State of Delaware. The Certificate of Incorporation ha

IV. INCUMBENCY CERTIFICATE I further certify that the following persons are the duly elected or appointed, qualified, and acting officers of the Company, holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures. Each such officer has been duly elected or appointed to such office in accordance with the C

V. ADDITIONAL CERTIFICATIONS A. Good Standing I hereby certify that the Company is in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing (also known as a Certificate of Status) issued by the Secretary of State of the State of Delaware dated June 20, 2024, a copy of which has been separately delivered to the Representative, the Trustee, and their respective counsel.

VI. RELIANCE / ADDRESSEES This Secretary's Certificate is being delivered to, and may be relied upon by, each of the following parties and their respective successors and assigns, in connection with the transactions contemplated by the Purchase Agreement, the Indenture, and the other Transaction Documents: (a) Kensington Barrow & Co., as Representative of the Initial Purchasers; (b) Ridgeline Capital Markets LLC, as

VII. EXECUTION IN WITNESS WHEREOF, I have hereunto set my hand as of June 25, 2024. VERIMARK HOSPITALITY GROUP INC. By: ________ Name: David K. Moretti Title: General Counsel and Secretary Date: June 25, 2024

VIII. COUNTERSIGNATURE AND CONFIRMATION I, Patricia R. Henning, Chief Financial Officer of Verimark Hospitality Group Inc., a corporation duly organized and existing under the laws of the State of Delaware, do hereby confirm and certify that David K. Moretti is the duly elected, qualified, and acting General Counsel and Secretary of the Company, that he has served continuously in such capacity and has not resigned, b