INCUMBENCY CERTIFICATE

VERIMARK HOSPITALITY GROUP INC.

July 21, 2022

Delivered pursuant to Section 4.01(a)(v) of the Credit Agreement dated as of July 21, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), in connection with the $700,000,000 Senior Secured Term Loan B Facility established thereunder.

The undersigned, Priya Narayanan, hereby certifies that she is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (the "Borrower" or the "Company"). The Company's full legal name is Verimark Hospitality Group Inc. The Company was incorporated in the State of Delaware and has been assigned Delaware File Number 7291843. The Company's Employer Identification Number (EIN) is 82-3741956. The Company's principal executive offices are located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433. The Company's registered agent for service of process in the State of Delaware is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's shares of common stock are listed and publicly traded on the New York Stock Exchange under the ticker symbol VMRK.

This Incumbency Certificate (this "Certificate") is being delivered in connection with the Credit Agreement and the related loan documents executed in connection therewith (collectively, the "Loan Documents"), including, without limitation: (i) the Credit Agreement; (ii) the Guarantee Agreement, dated as of the date hereof, among the Borrower, the Guarantors party thereto, and the Administrative Agent; (iii) the Pledge and Security Agreement, dated as of the date hereof, among the Borrower, the other grantors party thereto, and the Collateral Agent; (iv) the Amended and Restated Intercreditor Agreement, dated as of the date hereof, among the Collateral Agent, the Administrative Agent, and the other parties thereto; and (v) all other ancillary documents, instruments, agreements, and certificates executed and delivered on the date hereof or required to be delivered in connection with the transactions contemplated by the Credit Agreement. This Certificate is delivered to Crescent Harbor Bank, National Association, in its capacity as Administrative Agent, at its offices located at 600 Lexington Avenue, 34th Floor, New York, New York 10022.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

The undersigned hereby further certifies, in her capacity as General Counsel and Corporate Secretary of the Company, and not in her individual capacity, as follows:

Section 1: Certification of Authorized Officers

Each of the persons listed in Section 2 below is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of the Borrower, holding the office set forth opposite such person's name in the table below. Each such person has held his or her respective office continuously from the date of his or her election or appointment through the date hereof, and no event has occurred that would disqualify any such person from serving in such capacity.

Each such officer is duly authorized to execute and deliver, on behalf of the Borrower, the Credit Agreement and each of the other Loan Documents to which the Borrower is or may become a party, and to take any and all actions on behalf of the Borrower as may be necessary, appropriate, or desirable in connection with the consummation of the transactions contemplated thereby, including, without limitation, the execution and delivery of all closing certificates, opinions, agreements, instruments, notices, and other documents required or contemplated to be executed and delivered by the Borrower in connection therewith.

The foregoing authorization was duly and properly conferred by resolutions adopted by the Board of Directors of the Borrower at a duly convened meeting held on May 12, 2022, at which a quorum was present and acting throughout. Such resolutions were adopted by the unanimous vote of all directors present at such meeting, and true and complete copies of such resolutions have been previously delivered to the Administrative Agent. Such resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof, and no other resolutions have been adopted by the Board of Directors of the Borrower (or any committee thereof) that would in any way amend, modify, limit, or supersede the authority granted thereby.

Section 2: Authorized Officers and Specimen Signatures

The following table sets forth the name, title, and specimen signature of each officer of the Borrower authorized as described in Section 1 above:

Each signature appearing above is the true, genuine, and authentic specimen signature of the respective officer identified in the corresponding row.

Section 3: Additional Certifications

The undersigned hereby further certifies, for the benefit of the Administrative Agent, the Collateral Agent, and the Lenders, as follows:

(a) Genuineness of Signatures. The signature of each officer set forth in the table in Section 2 above is such officer's true and genuine signature, and each such signature has been personally affixed by the officer identified in the corresponding row of the table in the presence of the undersigned or has been otherwise confirmed by the undersigned as authentic.

(b) Continuity of Office. Each such officer held his or her respective office at all times during which any Loan Document was negotiated, approved, executed, or delivered on behalf of the Borrower and continues to hold such office as of the date hereof. No such officer has resigned, been removed, or otherwise ceased to serve in his or her stated capacity at any time prior to the date hereof.

(c) Scope of Authorization. Each such officer is authorized to execute, deliver, and perform, on behalf of the Borrower, any and all certificates, notices, requests, borrowing requests (including, without limitation, the Borrowing Request dated July 21, 2022 for the initial drawdown of the full committed amount of $700,000,000 under the Senior Secured Term Loan B Facility), compliance certificates, officer's certificates, solvency certificates, perfection certificates, financial statements and related officer certifications, amendments, waivers, consents, and all other instruments and documents required or permitted to be delivered by or on behalf of the Borrower under the Credit Agreement and each of the other Loan Documents, in each case without any further action or approval by the Board of Directors of the Borrower or any committee thereof.

(d) No Requirement for Co-Signature. No officers or other persons of the Borrower, other than those individuals listed in the table in Section 2 above, are required to co-sign, countersign, witness, or otherwise additionally execute any Loan Document or any certificate, instrument, notice, request, or other document delivered or to be delivered by the Borrower pursuant to or in connection with the Loan Documents. The signature of any one of the above-listed officers shall be sufficient for the due execution and delivery of any such document.

(e) Individual Authority. Any one of the officers listed in the table in Section 2 above, acting alone and without the joinder or consent of any other officer, director, or representative of the Borrower, has full power and authority to bind the Borrower with respect to the Credit Agreement and each of the other Loan Documents and with respect to all actions, documents, certificates, notices, requests, and instruments contemplated thereby or required to be taken or delivered in connection therewith. The Administrative Agent, the Collateral Agent, and each Lender shall be entitled to conclusively rely upon the execution of any Loan Document or related instrument by any one such officer as the duly authorized act of the Borrower.

Section 4: Reliance

This Certificate is delivered for the benefit of, and may be relied upon by, the Administrative Agent (Crescent Harbor Bank, National Association), the Collateral Agent, and each of the Lenders party to the Credit Agreement, and their respective successors and permitted assigns, in connection with the Credit Agreement and the other Loan Documents. The Administrative Agent, the Collateral Agent, and the Lenders are hereby authorized and entitled to rely upon this Certificate and the specimen signatures set forth herein for purposes of verifying the identity and authority of any officer of the Borrower executing any Loan Document or any certificate, instrument, notice, request, or other document delivered pursuant to or in connection with the Loan Documents.

The Administrative Agent, the Collateral Agent, and the Lenders may continue to rely on this Certificate until such time as the Administrative Agent shall have received a subsequent incumbency certificate duly executed and delivered by the Borrower that expressly supersedes and replaces this Certificate, whereupon this Certificate shall be superseded in its entirety by such subsequent incumbency certificate. Until receipt of such a superseding certificate, the Administrative Agent, the Collateral Agent, and each Lender shall be fully protected in relying on this Certificate, and the Borrower shall have no claim against any such party for acting in reliance on this Certificate.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Incumbency Certificate as of July 21, 2022.

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Priya Narayanan

Title: General Counsel and Corporate Secretary

Date: July 21, 2022

Counter-Certification

I, Marcus Delvecchio, Chief Executive Officer of Verimark Hospitality Group Inc., hereby confirm and certify that Priya Narayanan is the duly elected, qualified, and acting General Counsel and Corporate Secretary of the Company as of the date hereof, and that the signature set forth above next to her name (both in the table of authorized officers in Section 2 and in the execution block above) is her true and genuine signature. I further confirm that Ms. Narayanan was duly authorized by the Board of Directors of the Company to execute and deliver this Incumbency Certificate on behalf of the Company in her capacity as General Counsel and Corporate Secretary.

This counter-certification is provided in order to authenticate the identity and signature of the certifying officer, Priya Narayanan, who is herself one of the authorized signatories of the Borrower listed in this Certificate, and to ensure that the Administrative Agent, the Collateral Agent, and the Lenders may rely with full confidence upon the certifications and specimen signatures contained herein.

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: Marcus Delvecchio

Title: Chief Executive Officer

Date: July 21, 2022

Name	Title	Specimen Signature	Date
Marcus Delvecchio	Chief Executive Officer	________	July 21, 2022
Renata Haines	Chief Financial Officer	________	July 21, 2022
Priya Narayanan	General Counsel and Corporate Secretary	________	July 21, 2022
Glenn Fischbach	Treasurer	________	July 21, 2022

INCUMBENCY CERTIFICATE
OF
VERIMARK HOSPITALITY GROUP INC.
July 21, 2022
Delivered pursuant to Section 4.01(a)(v) of the Credit Agreement dated as of July 21, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Verimark Hospitality Group Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), in connection with the $700,000,000 Senior Secured Term Loan B Facility established thereunder.
The undersigned, Priya Narayanan, hereby certifies that she is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (the "Borrower" or the "Company"). The Company's full legal name is Verimark Hospitality Group Inc. The Company was incorporated in the State of Delaware and has been assigned Delaware File Number 7291843. The Company's Employer Identification Number (EIN) is 82-3741956. The Company's principal executive offices are located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433. The Company's registered agent for service of process in the State of Delaware is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company's shares of common stock are listed and publicly traded on the New York Stock Exchange under the ticker symbol VMRK.
This Incumbency Certificate (this "Certificate") is being delivered in connection with the Credit Agreement and the related loan documents executed in connection therewith (collectively, the "Loan Documents"), including, without limitation: (i) the Credit Agreement; (ii) the Guarantee Agreement, dated as of the date hereof, among the Borrower, the Guarantors party thereto, and the Administrative Agent; (iii) the Pledge and Security Agreement, dated as of the date hereof, among the Borrower, the other grantors party thereto, and the Collateral Agent; (iv) the Amended and Restated Intercreditor Agreement, dated as of the date hereof, among the Collateral Agent, the Administrative Agent, and the other parties thereto; and (v) all other ancillary documents, instruments, agreements, and certificates executed and delivered on the date hereof or required to be delivered in connection with the transactions contemplated by the Credit Agreement. This Certificate is delivered to Crescent Harbor Bank, National Association, in its capacity as Administrative Agent, at its offices located at 600 Lexington Avenue, 34th Floor, New York, New York 10022.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
The undersigned hereby further certifies, in her capacity as General Counsel and Corporate Secretary of the Company, and not in her individual capacity, as follows:
Section 1: Certification of Authorized Officers
Each of the persons listed in Section 2 below is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of the Borrower, holding the office set forth opposite such person's name in the table below. Each such person has held his or her respective office continuously from the date of his or her election or appointment through the date hereof, and no event has occurred that would disqualify any such person from serving in such capacity.
Each such officer is duly authorized to execute and deliver, on behalf of the Borrower, the Credit Agreement and each of the other Loan Documents to which the Borrower is or may become a party, and to take any and all actions on behalf of the Borrower as may be necessary, appropriate, or desirable in connection with the consummation of the transactions contemplated thereby, including, without limitation, the execution and delivery of all closing certificates, opinions, agreements, instruments, notices, and other documents required or contemplated to be executed and delivered by the Borrower in connection therewith.
The foregoing authorization was duly and properly conferred by resolutions adopted by the Board of Directors of the Borrower at a duly convened meeting held on May 12, 2022, at which a quorum was present and acting throughout. Such resolutions were adopted by the unanimous vote of all directors present at such meeting, and true and complete copies of such resolutions have been previously delivered to the Administrative Agent. Such resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof, and no other resolutions have been adopted by the Board of Directors of the Borrower (or any committee thereof) that would in any way amend, modify, limit, or supersede the authority granted thereby.
Section 2: Authorized Officers and Specimen Signatures
The following table sets forth the name, title, and specimen signature of each officer of the Borrower authorized as described in Section 1 above:
Each signature appearing above is the true, genuine, and authentic specimen signature of the respective officer identified in the corresponding row.
Section 3: Additional Certifications
The undersigned hereby further certifies, for the benefit of the Administrative Agent, the Collateral Agent, and the Lenders, as follows:
(a) Genuineness of Signatures. The signature of each officer set forth in the table in Section 2 above is such officer's true and genuine signature, and each such signature has been personally affixed by the officer identified in the corresponding row of the table in the presence of the undersigned or has been otherwise confirmed by the undersigned as authentic.
(b) Continuity of Office. Each such officer held his or her respective office at all times during which any Loan Document was negotiated, approved, executed, or delivered on behalf of the Borrower and continues to hold such office as of the date hereof. No such officer has resigned, been removed, or otherwise ceased to serve in his or her stated capacity at any time prior to the date hereof.
(c) Scope of Authorization. Each such officer is authorized to execute, deliver, and perform, on behalf of the Borrower, any and all certificates, notices, requests, borrowing requests (including, without limitation, the Borrowing Request dated July 21, 2022 for the initial drawdown of the full committed amount of $700,000,000 under the Senior Secured Term Loan B Facility), compliance certificates, officer's certificates, solvency certificates, perfection certificates, financial statements and related officer certifications, amendments, waivers, consents, and all other instruments and documents required or permitted to be delivered by or on behalf of the Borrower under the Credit Agreement and each of the other Loan Documents, in each case without any further action or approval by the Board of Directors of the Borrower or any committee thereof.
(d) No Requirement for Co-Signature. No officers or other persons of the Borrower, other than those individuals listed in the table in Section 2 above, are required to co-sign, countersign, witness, or otherwise additionally execute any Loan Document or any certificate, instrument, notice, request, or other document delivered or to be delivered by the Borrower pursuant to or in connection with the Loan Documents. The signature of any one of the above-listed officers shall be sufficient for the due execution and delivery of any such document.
(e) Individual Authority. Any one of the officers listed in the table in Section 2 above, acting alone and without the joinder or consent of any other officer, director, or representative of the Borrower, has full power and authority to bind the Borrower with respect to the Credit Agreement and each of the other Loan Documents and with respect to all actions, documents, certificates, notices, requests, and instruments contemplated thereby or required to be taken or delivered in connection therewith. The Administrative Agent, the Collateral Agent, and each Lender shall be entitled to conclusively rely upon the execution of any Loan Document or related instrument by any one such officer as the duly authorized act of the Borrower.
Section 4: Reliance
This Certificate is delivered for the benefit of, and may be relied upon by, the Administrative Agent (Crescent Harbor Bank, National Association), the Collateral Agent, and each of the Lenders party to the Credit Agreement, and their respective successors and permitted assigns, in connection with the Credit Agreement and the other Loan Documents. The Administrative Agent, the Collateral Agent, and the Lenders are hereby authorized and entitled to rely upon this Certificate and the specimen signatures set forth herein for purposes of verifying the identity and authority of any officer of the Borrower executing any Loan Document or any certificate, instrument, notice, request, or other document delivered pursuant to or in connection with the Loan Documents.
The Administrative Agent, the Collateral Agent, and the Lenders may continue to rely on this Certificate until such time as the Administrative Agent shall have received a subsequent incumbency certificate duly executed and delivered by the Borrower that expressly supersedes and replaces this Certificate, whereupon this Certificate shall be superseded in its entirety by such subsequent incumbency certificate. Until receipt of such a superseding certificate, the Administrative Agent, the Collateral Agent, and each Lender shall be fully protected in relying on this Certificate, and the Borrower shall have no claim against any such party for acting in reliance on this Certificate.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Incumbency Certificate as of July 21, 2022.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Priya Narayanan
Title: General Counsel and Corporate Secretary
Date: July 21, 2022
Counter-Certification
I, Marcus Delvecchio, Chief Executive Officer of Verimark Hospitality Group Inc., hereby confirm and certify that Priya Narayanan is the duly elected, qualified, and acting General Counsel and Corporate Secretary of the Company as of the date hereof, and that the signature set forth above next to her name (both in the table of authorized officers in Section 2 and in the execution block above) is her true and genuine signature. I further confirm that Ms. Narayanan was duly authorized by the Board of Directors of the Company to execute and deliver this Incumbency Certificate on behalf of the Company in her capacity as General Counsel and Corporate Secretary.
This counter-certification is provided in order to authenticate the identity and signature of the certifying officer, Priya Narayanan, who is herself one of the authorized signatories of the Borrower listed in this Certificate, and to ensure that the Administrative Agent, the Collateral Agent, and the Lenders may rely with full confidence upon the certifications and specimen signatures contained herein.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: Marcus Delvecchio
Title: Chief Executive Officer
Date: July 21, 2022
Name | Title | Specimen Signature | Date
Marcus Delvecchio | Chief Executive Officer | ________ | July 21, 2022
Renata Haines | Chief Financial Officer | ________ | July 21, 2022
Priya Narayanan | General Counsel and Corporate Secretary | ________ | July 21, 2022
Glenn Fischbach | Treasurer | ________ | July 21, 2022

INCUMBENCY CERTIFICATE

VERIMARK HOSPITALITY GROUP INC.

VERIMARK HOSPITALITY GROUP INC.

VERIMARK HOSPITALITY GROUP INC.

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