1021-00001 · Verimark Hospitality Group · Board & Corporate Authorization

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006

Engagement Reference: 1016-00009

RESOLUTIONS OF THE BOARD OF DIRECTORS OF VERIMARK HOSPITALITY GROUP INC.

Adopted by Unanimous Written Consent in Lieu of a Special Meeting

Effective as of May 12, 2022

PREAMBLE

Verimark Hospitality Group Inc. (the "Company"), a corporation duly organized and existing under the laws of the State of Delaware (Delaware File Number 7291843; Employer Identification Number 82-3741956), with its principal executive offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433, and whose shares of common stock are listed and publicly traded on the New York Stock Exchange under the ticker symbol "VMRK."

The undersigned, constituting the entire Board of Directors (the "Board") of Verimark Hospitality Group Inc. (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at a meeting of the Board of Directors to be taken without a meeting if all members of the Board consent thereto in writing, hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting, effective as of May 12, 2022.

RECITALS

A. Existing Indebtedness

WHEREAS, the Company is party to that certain Credit Agreement, dated as of February 14, 2020 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), among the Company, as borrower, Greystone Federal Credit Corp., as administrative agent (in such capacity, the "Existing Agent"), and the several banks and other financial institutions from time to time party thereto as lenders, pursuant to which the lenders extended to the Company a senior secured term loan B facility in the original aggregate principal amount of Six Hundred Twenty-Five Million Dollars ($625,000,000) (the "Existing TLB"), of which approximately Six Hundred Twenty-One Million Eight Hundred Seventy-Five Thousand Dollars ($621,875,000) in principal remains outstanding as of the date hereof, reflecting Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000) in scheduled amortization payments made since the closing of the Existing Credit Agreement;

WHEREAS, the Existing TLB bears interest at a rate per annum equal to the London Interbank Offered Rate ("LIBOR") plus a margin of 425 basis points (4.25%), and matures on its scheduled maturity date of February 14, 2027;

WHEREAS, in addition to the Existing TLB, the Company is also party to (i) a senior secured revolving credit facility (the "Existing RCF") in the aggregate principal amount of Four Hundred Million Dollars ($400,000,000), provided pursuant to a separate Credit Agreement dated as of March 22, 2019 (as amended from time to time), with Crescent Harbor Bank, N.A. as administrative agent, which Existing RCF is currently undrawn, and (ii) Four Hundred Fifty Million Dollars ($245,000,000) in aggregate principal amount of 6.250% Senior Unsecured Notes due 2028 (the "Existing Notes"), issued pursuant to that certain Indenture, dated as of September 15, 2020, between the Company and Atlantic Standard Trust Company, as indenture trustee;

B. Proposed Refinancing Transaction

WHEREAS, the Company has received a proposal from Crescent Harbor Bank, N.A. ("Crescent Harbor"), acting in the capacities of sole lead arranger, sole bookrunner, administrative agent, and collateral agent, to arrange a new senior secured term loan B credit facility in the aggregate principal amount of Seven Hundred Million Dollars ($700,000,000) (the "New TLB Facility"), to be provided by a syndicate of institutional lenders to be assembled by Crescent Harbor;

WHEREAS, the proceeds of the New TLB Facility, together with cash on hand to the extent necessary, are intended to be used to (i) refinance in full the outstanding indebtedness under the Existing TLB, including all accrued and unpaid interest thereon and a prepayment premium of approximately Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000), representing 0.50% of the original principal amount of $625,000,000, with the total estimated payoff amount being approximately Six Hundred Twenty-Seven Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($627,916,667), and (ii) provide approximately Seventy-Five Million Dollars ($75,000,000) in incremental proceeds (being the excess of $700,000,000 over $625,000,000) available to fund permitted acquisitions, capital expenditures, and general corporate purposes of the Company and its subsidiaries;

WHEREAS, the New TLB Facility will bear interest at a rate per annum equal to Adjusted Term SOFR (defined as CME Term SOFR plus an applicable credit spread adjustment of 0.10% for one-month interest periods, 0.15% for three-month interest periods, and 0.25% for six-month interest periods, as applicable) plus a margin of 375 basis points (3.75%), with a SOFR floor of 0.50%, which margin represents a reduction of 50 basis points from the existing margin of LIBOR plus 425 basis points under the Existing Credit Agreement, and is estimated to yield annual cash interest savings of approximately Three Million Five Hundred Thousand Dollars ($3,500,000) based on current market rates and the anticipated outstanding principal balance;

WHEREAS, the New TLB Facility will have a stated maturity date of seven (7) years from the closing date thereof, with scheduled amortization at a rate of 1.00% per annum of the original principal amount of the New TLB Facility (i.e., Seven Million Dollars ($7,000,000) per annum, payable in equal quarterly installments of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000)), with the balance due and payable on the maturity date;

WHEREAS, the New TLB Facility will be issued at an original issue discount ("OID") of 1.00%, resulting in net funding proceeds to the Company of Six Hundred Ninety-Three Million Dollars ($693,000,000) (being $700,000,000 multiplied by 99.00%);

WHEREAS, the New TLB Facility will include, among other terms and conditions customary for facilities of this type, (i) a "most favored nation" provision applicable to any incremental term loans incurred under the Credit Agreement within the first eighteen (18) months following the closing date, pursuant to which the applicable margin on the New TLB Facility will be increased to the extent necessary to ensure that it is no more than 50 basis points below the effective yield on any such incremental term loans, and (ii) a repricing protection provision requiring the Company to pay a prepayment premium equal to 1.00% of the principal amount of term loans prepaid or repriced in connection with any repricing transaction (including any amendment resulting in a lower effective yield) occurring within six (6) months of the closing date;

C. Financial Advisory and Legal Engagement

WHEREAS, the Company has engaged Meridian Strauss Advisory LLC ("Meridian Strauss") as its financial advisor in connection with the evaluation, structuring, and execution of the proposed refinancing transaction, at an advisory fee of 0.20% of the aggregate principal amount of the New TLB Facility, or One Million Four Hundred Thousand Dollars ($1,400,000), payable upon closing;

WHEREAS, the Company has engaged Calderwood & Harkness LLP ("Borrower's Counsel") as outside legal counsel to represent the Company in its capacity as borrower in connection with the negotiation, documentation, and closing of the refinancing transaction (Engagement No. 1016-00009);

WHEREAS, Crescent Harbor has engaged Whitfield Gage & Partridge LLP as counsel to the administrative agent and the lenders in connection with the refinancing transaction, the reasonable fees and expenses of which are to be borne by the Company in accordance with the terms of the Commitment Letter;

D. Credit Ratings

WHEREAS, the Company maintains a corporate family rating of BB- from Kellaway Ratings Group and Ba3 from Pinnacle Credit Services, and it is anticipated that the New TLB Facility will receive facility-level ratings from each such rating agency prior to the closing date;

E. Financial Condition and Covenant Compliance

WHEREAS, for the fiscal year ended December 31, 2021, the Company reported consolidated revenues of approximately One Billion Four Hundred Twenty Million Dollars ($1,420,000,000), consolidated EBITDA (as reported) of approximately Three Hundred Eighteen Million Dollars ($318,000,000), and consolidated Adjusted EBITDA (calculated after giving effect to customary addbacks for non-recurring items, restructuring charges, stock-based compensation expense, and other adjustments permitted under the applicable credit agreements) of approximately Three Hundred Forty-One Million Dollars ($341,000,000);

WHEREAS, on a pro forma basis after giving effect to the refinancing transaction (including the application of proceeds and the incurrence of indebtedness under the New TLB Facility), the Company's total net leverage ratio is estimated to be approximately 2.52x, calculated as approximately Eight Hundred Fifty-Eight Million Dollars ($858,000,000) of total net funded debt (comprising the $700,000,000 New TLB Facility, $245,000,000 of Existing Notes, and $0 drawn under the Existing RCF, less unrestricted cash of approximately $87,000,000) divided by last-twelve-months Adjusted EBITDA of $341,000,000, which pro forma net leverage ratio is well within the maximum total net leverage ratio of 4.50x to 1.00 that will be contained in the Credit Agreement as a springing financial maintenance covenant (tested only upon the outstanding borrowings under the revolving credit facility exceeding 35% of the aggregate revolving commitments at the end of any fiscal quarter);

WHEREAS, the Company's hotel portfolio currently comprises seventy-four (74) full-service and select-service hotel properties located across eighteen (18) states in the United States, with an aggregate appraised value of approximately Three Billion One Hundred Million Dollars ($3,100,000,000) as determined by independent third-party appraisals obtained within the prior twelve (12) months;

F. Board's Determination

WHEREAS, the Board of Directors, after careful consideration and thorough review of the terms and conditions of the proposed refinancing transaction, including the term sheet, the commitment letter, and the indicative economics thereof, and after receiving and considering the advice and recommendations of the Company's management, the Company's financial advisor (Meridian Strauss Advisory LLC), and the Company's legal counsel (Calderwood & Harkness LLP), including with respect to the financial terms, the legal implications, the impact on the Company's capital structure, the expected interest savings, the additional liquidity provided by the incremental proceeds, and the overall strategic benefits to the Company and its stockholders, has determined that the entry into the New TLB Facility and the consummation of the refinancing transaction on substantially the terms described herein and in the materials presented to the Board are fair and reasonable and in the best interests of the Company and its stockholders.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, as follows:

Resolution 1: Approval and Authorization of the Refinancing Transaction

RESOLVED, that the Board of Directors hereby approves, authorizes, and ratifies the refinancing of the Existing TLB through the entry by the Company into the New TLB Facility in the aggregate principal amount of Seven Hundred Million Dollars ($700,000,000), with Crescent Harbor Bank, N.A. serving as administrative agent, collateral agent, sole lead arranger, and sole bookrunner, on substantially the terms and conditions described in the recitals hereto and as set forth in the term sheet dated April 29, 2022 and the commitment letter dated May 27, 2022 presented to the Board of Directors (collectively, and together with all transactions contemplated thereby, the "Refinancing Transaction"), with such changes, modifications, and amendments to the terms thereof as may be approved by any Authorized Officer (as defined below) in his or her discretion, acting in consultation with the Company's legal counsel, provided that such changes are not materially adverse to the Company.

Resolution 2: Authorization to Enter into the Credit Agreement and Related Loan Documents

RESOLVED, that each of the following officers of the Company:

• Marcus Delvecchio, Chief Executive Officer;

• Renata Haines, Chief Financial Officer;

• Priya Narayanan, General Counsel and Corporate Secretary; and

• Glenn Fischbach, Treasurer

(each, an "Authorized Officer" and, collectively, the "Authorized Officers"), acting individually or together, is hereby authorized, empowered, and directed, on behalf of and in the name of the Company, to negotiate, finalize, execute, and deliver a Credit Agreement (the "Credit Agreement") among the Company, as borrower, the Guarantors (as defined below), Crescent Harbor Bank, N.A., as administrative agent and collateral agent, and the several banks and other financial institutions from time to time party thereto as lenders, providing for the New TLB Facility in the aggregate principal amount of $700,000,000, together with all schedules, exhibits, and ancillary documents thereto, and all related loan documents, including, without limitation, each of the following:

(a) a Guarantee Agreement (the "Guarantee Agreement"), pursuant to which the Company's material domestic subsidiaries, as identified in Resolution 3 below (collectively, the "Guarantors"), will unconditionally guarantee the prompt and complete payment and performance of all obligations of the Company under the Credit Agreement and the other loan documents;

(b) a Pledge and Security Agreement (the "Pledge and Security Agreement"), granting Crescent Harbor Bank, N.A. (in its capacity as collateral agent for the benefit of the secured parties) a first-priority perfected security interest in and lien upon substantially all assets of the Company and each of the Guarantors, including, without limitation: (i) fee simple and leasehold interests in forty-two (42) hotel properties (owned directly or indirectly by Verimark Resort Properties LLC), with an aggregate appraised value of approximately Two Billion One Hundred Eighty Million Dollars ($2,180,000,000); (ii) one hundred percent (100%) of the issued and outstanding equity interests in each direct domestic subsidiary of the Company and each Guarantor; (iii) sixty-five percent (65%) of the issued and outstanding equity interests in any first-tier foreign subsidiaries of the Company (to the extent applicable, subject to customary limitations relating to "deemed dividends" under Section 956 of the Internal Revenue Code); and (iv) all personal property of the Company and each Guarantor, including, without limitation, all accounts receivable, inventory, equipment, fixtures, intellectual property (including trademarks, patents, copyrights, and domain names), contract rights, general intangibles, investment property, deposit accounts, and proceeds thereof;

(c) an Amended and Restated Intercreditor Agreement (the "Intercreditor Agreement") among Crescent Harbor Bank, N.A. (in its capacity as collateral agent under the Credit Agreement), Crescent Harbor Bank, N.A. (in its capacity as administrative agent under the Existing RCF), and the Company, governing the respective rights and priorities of the secured parties under the New TLB Facility and the Existing RCF with respect to the first-lien collateral, including provisions for pari passu sharing of such collateral, turnover, release, and enforcement standstill arrangements;

(d) mortgages, deeds of trust, assignments of leases and rents, and security agreements covering hotel properties in the states of Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia, in each case in form and substance satisfactory to the collateral agent and its counsel;

(e) promissory notes evidencing the term loans under the New TLB Facility, to the extent requested by any lender, in the applicable principal amounts and in form and substance consistent with the Credit Agreement;

(f) UCC-1 financing statements to be filed with the Secretary of State of the State of Delaware (as the jurisdiction of organization of the Company and certain of the Guarantors), the Florida Secured Transaction Registry, and such other filing offices as may be necessary or appropriate to perfect the security interests granted under the Pledge and Security Agreement and the other loan documents;

(g) IP security agreements to be filed with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to perfect the security interests granted in the intellectual property of the Company and the Guarantors;

(h) a Perfection Certificate, setting forth information regarding the Company and the Guarantors as reasonably required by the collateral agent for purposes of perfecting the security interests granted under the loan documents; and

(i) such other documents, instruments, agreements, amendments, certificates, notices, and filings as may be required or contemplated by the Credit Agreement or the other loan documents, or as any Authorized Officer may deem necessary, appropriate, or advisable in connection with the consummation of the Refinancing Transaction.

Resolution 3: Authorization of Guarantor Subsidiaries

RESOLVED, that the Board of Directors hereby authorizes, directs, and approves the entry by each of the following material domestic subsidiaries of the Company (each, a "Guarantor Subsidiary" and, collectively, the "Guarantor Subsidiaries") into the Guarantee Agreement, the Pledge and Security Agreement, and such other loan documents as may be applicable to each such Guarantor Subsidiary, in its capacity as a Guarantor of the Company's obligations under the Credit Agreement:

(i) Verimark Resort Properties LLC, a Delaware limited liability company;

(ii) VHG Management Services Inc., a Delaware corporation;

(iii) Verimark Convention Holdings LLC, a Delaware limited liability company;

(iv) Palmetto Beachfront Hotels LLC, a Florida limited liability company; and

(v) Cascadia Hospitality Corp., a Delaware corporation.

The appropriate officers, managers, or other authorized representatives of each Guarantor Subsidiary are hereby authorized, empowered, and directed to negotiate, execute, and deliver all loan documents, certificates, and other instruments required to be executed and delivered by such Guarantor Subsidiary in connection with the Refinancing Transaction, and each Authorized Officer of the Company is hereby authorized to cause such execution and delivery on behalf of each such Guarantor Subsidiary in the event that the appropriate officers or managers of such Guarantor Subsidiary are unavailable or in the event that the Authorized Officer's execution is required or requested by the administrative agent or its counsel. The Board of Directors further authorizes and directs the appropriate officers or managers of each Guarantor Subsidiary to adopt such resolutions of the governing body of such Guarantor Subsidiary as may be necessary or appropriate to authorize the foregoing actions.

Resolution 4: Authorization to Repay and Discharge the Existing TLB

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take all actions necessary or appropriate to repay in full and discharge all outstanding indebtedness under the Existing TLB with Greystone Federal Credit Corp. (as administrative agent for the lenders thereunder), including, without limitation, the payment of the total payoff amount of approximately Six Hundred Twenty-Seven Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($627,916,667), which amount comprises the following components:

(i) approximately Six Hundred Twenty-One Million Eight Hundred Seventy-Five Thousand Dollars ($621,875,000) in outstanding principal;

(ii) approximately Two Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($2,916,667) in accrued and unpaid interest through the anticipated repayment date; and

(iii) Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000) in prepayment premium (calculated as 0.50% of the original principal amount of $625,000,000).

The Authorized Officers are further authorized to negotiate, execute, and deliver, on behalf of the Company, payoff letters, lien release authorizations, lien termination authorizations, UCC-3 termination statements, mortgage discharges and releases, satisfactions of mortgage, reconveyances, releases of assignments of leases and rents, intellectual property lien releases, and any and all other documents, instruments, and filings necessary or appropriate to effect the full and final discharge, satisfaction, and release of all obligations, liens, security interests, and encumbrances securing or otherwise relating to the Existing TLB, and to direct the Existing Agent and its counsel to file, record, or deliver such termination and release documents in all applicable jurisdictions.

Resolution 5: Authorization of Commitment Letter and Fee Letter

RESOLVED, that the execution and delivery by the Company of each of the following documents and agreements, and the payment of all fees and amounts contemplated thereby, are hereby ratified, confirmed, and approved in all respects:

(i) the Commitment Letter, dated May 27, 2022, between the Company and Crescent Harbor Bank, N.A., pursuant to which Crescent Harbor has committed to provide or arrange the New TLB Facility;

(ii) the Fee Letter, dated May 27, 2022, between the Company and Crescent Harbor Bank, N.A., setting forth certain fees payable in connection with the New TLB Facility; and

(iii) the Letter Agreement regarding syndication flex provisions, of even date with the Commitment Letter and Fee Letter, between the Company and Crescent Harbor Bank, N.A., providing for certain adjustments to the pricing and structure of the New TLB Facility in connection with the syndication thereof;

including, without limitation, the authorization and approval of the payment by the Company of each of the following fees and costs in connection with the Refinancing Transaction:

(a) an arrangement fee of 0.50% of the aggregate principal amount of the New TLB Facility, equal to Three Million Five Hundred Thousand Dollars ($3,500,000), payable to Crescent Harbor Bank, N.A. on the closing date;

(b) an annual administrative agent fee of One Hundred Fifty Thousand Dollars ($150,000), payable to Crescent Harbor Bank, N.A. in its capacity as administrative agent, commencing on the closing date and payable annually thereafter during the term of the Credit Agreement;

(c) original issue discount of 1.00%, equal to Seven Million Dollars ($7,000,000), to be reflected in the discounted issue price of the term loans;

(d) a financial advisory fee of 0.20% of the aggregate principal amount of the New TLB Facility, equal to One Million Four Hundred Thousand Dollars ($1,400,000), payable to Meridian Strauss Advisory LLC upon closing; and

(e) estimated legal and closing costs of approximately Three Million Two Hundred Thousand Dollars ($3,200,000), inclusive of fees and disbursements of Borrower's Counsel (Calderwood & Harkness LLP), fees and disbursements of lenders' counsel (Whitfield Gage & Partridge LLP), title insurance premiums, survey costs, recording fees, filing fees, and other customary transactional expenses.

Resolution 6: Authorization of Borrowing Request

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to prepare, execute, and deliver to Crescent Harbor Bank, N.A. (in its capacity as administrative agent under the Credit Agreement) a borrowing request (the "Borrowing Request") requesting the initial drawdown of the full Seven Hundred Million Dollars ($700,000,000) of the New TLB Facility on the closing date of the Refinancing Transaction, with such Borrowing Request to specify such interest period (including, without limitation, an initial interest period of one (1) month based on Adjusted Term SOFR) and such other terms and conditions as any Authorized Officer shall determine to be appropriate in his or her discretion, consistent with the terms of the Credit Agreement.

Resolution 7: Authorization to Execute Certificates and Opinions

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company, each of the following certificates, instruments, and supporting documents as may be required in connection with the closing of the Refinancing Transaction:

(a) an Officer's Closing Certificate certifying the satisfaction (or waiver by the administrative agent) of all conditions precedent to the initial borrowing under the Credit Agreement, including, without limitation, the accuracy of representations and warranties, the absence of defaults, and such other matters as the administrative agent or the lenders may reasonably require;

(b) a Solvency Certificate (to be executed by Renata Haines in her capacity as Chief Financial Officer), certifying that the Company and its subsidiaries, on a consolidated basis, after giving effect to the Refinancing Transaction and the transactions contemplated thereby (including the incurrence of indebtedness, the application of proceeds, and the granting of liens and guarantees), are and will be Solvent (as defined therein), including certifications as to the fair value, present fair saleable value, stated capital, and ability to pay debts as they become due of the Company and its subsidiaries taken as a whole;

(c) an Omnibus Secretary's Certificate (to be executed by Priya Narayanan in her capacity as Corporate Secretary), certifying as to (i) the certificate of incorporation and bylaws (or equivalent organizational documents) of the Company, (ii) the resolutions adopted by the Board of Directors authorizing the Refinancing Transaction, (iii) the incumbency and specimen signatures of each Authorized Officer, and (iv) the good standing of the Company in its jurisdiction of incorporation and in each other jurisdiction in which the Company is qualified to do business;

(d) an Incumbency Certificate certifying the names, titles, and specimen signatures of each Authorized Officer of the Company, together with certifications of due authorization;

(e) an Opinion Backup Certificate, providing factual representations and confirmations to be relied upon by Calderwood & Harkness LLP in connection with the delivery of its legal opinions to the administrative agent and the lenders, including opinions as to due authorization, enforceability, no conflicts, and perfection of security interests;

(f) a Compliance Certificate certifying pro forma compliance with each of the financial covenants and other material covenants contained in the Credit Agreement, as of the most recent fiscal quarter end for which financial statements are available, after giving pro forma effect to the Refinancing Transaction;

(g) a Perfection Certificate, containing information regarding the organizational details, locations of assets, filing jurisdictions, and other matters relevant to the perfection of security interests in the collateral; and

(h) any other certificate, instrument, affidavit, or document reasonably required or requested by the administrative agent, the collateral agent, or any lender in connection with the closing of the Refinancing Transaction.

Resolution 8: Authorization of UCC Filings, Mortgage Recordings, and Other Perfection Actions

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take all actions necessary or appropriate to perfect, protect, and maintain the security interests and liens granted under the loan documents in favor of Crescent Harbor Bank, N.A. (in its capacity as collateral agent for the benefit of the secured parties), including, without limitation:

(a) authorizing and directing the filing of UCC-1 financing statements with the Office of the Secretary of State of the State of Delaware and such other applicable filing offices as may be necessary to perfect the security interests granted in the personal property of the Company and the Guarantors;

(b) authorizing and directing the recording of mortgages, deeds of trust, assignments of leases and rents, and fixture filings in the applicable county recording offices in the following states, with respect to the following number of hotel properties:

(c) authorizing and directing the filing of IP security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to perfect the security interests in the registered intellectual property of the Company and the Guarantors; and

(d) taking such other actions as may be necessary or advisable to ensure the first-priority status and continued perfection of all security interests and liens granted under the loan documents, including, without limitation, the delivery of stock certificates and executed blank stock powers, the delivery of control agreements with respect to deposit accounts and securities accounts, and the execution and delivery of landlord waivers and bailee letters as may be required by the collateral agent.

Resolution 9: Authorization of Post-Closing Deliverables

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company, a Post-Closing Letter Agreement with Crescent Harbor Bank, N.A. (in its capacity as administrative agent), specifying a deadline of up to fifteen (15) business days following the closing date (or such later date as may be agreed between the Company and the administrative agent in their respective discretion) for the delivery of the following post-closing items with respect to the forty-two (42) mortgaged hotel properties:

(i) fully recorded mortgages, deeds of trust, and related instruments, with evidence of recording in the applicable county recording offices;

(ii) lender's title insurance policies issued by Continental Fidelity Title Company (or its authorized agents), in amounts and with endorsements satisfactory to the collateral agent, insuring the first-priority lien status of the mortgages;

(iii) updated ALTA/NSPS surveys of each mortgaged property, certified to the Company, the administrative agent, the collateral agent, and the title insurer;

(iv) Federal Emergency Management Agency Standard Flood Hazard Determination Forms (and, where applicable, evidence of flood insurance) for each mortgaged property; and

(v) such other deliverables as may be specified in the Credit Agreement or the Post-Closing Letter Agreement.

Resolution 10: Authorization to Engage Professional Advisors

RESOLVED, that the retention of each of the following professional advisors in connection with the Refinancing Transaction is hereby ratified, confirmed, and approved in all respects, and the Authorized Officers are hereby authorized to pay or cause to be paid all fees, costs, and expenses of such advisors in accordance with the terms of their respective engagement letters:

(i) Calderwood & Harkness LLP, as borrower's outside legal counsel (Engagement No. 1016-00009; responsible partner: Ian Blackwood; billing partner: Stephanie Okafor), retained to represent the Company in connection with the negotiation, documentation, and closing of the Refinancing Transaction; and

(ii) Meridian Strauss Advisory LLC, as the Company's financial advisor (managing director: Elise Cavanaugh), retained to advise the Company in connection with the evaluation, structuring, and execution of the Refinancing Transaction.

Resolution 11: Authorization to Execute Any and All Additional Documents

RESOLVED, that each Authorized Officer, acting alone and without the joinder or consent of any other Authorized Officer or any other person, is hereby authorized, empowered, and directed to negotiate, execute, and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all additional documents, instruments, agreements, amendments, modifications, supplements, restatements, certificates, notices, consents, waivers, acknowledgments, and filings, and to take any and all additional actions, as such Authorized Officer, in his or her sole judgment and discretion, may deem necessary, appropriate, desirable, or advisable to consummate and carry out the intent and purposes of the foregoing resolutions and the Refinancing Transaction, the execution and delivery of any such documents or instruments or the taking of any such actions by any Authorized Officer to be conclusive evidence that the same are within the scope of, and are authorized by, these resolutions.

Resolution 12: Ratification of Prior Acts

RESOLVED, that all acts and things previously done or caused to be done by any officer, director, employee, agent, or representative of the Company in connection with or in furtherance of the Refinancing Transaction, including, without limitation, the negotiation and execution of the preliminary term sheet dated April 29, 2022, the Commitment Letter dated May 27, 2022, the Fee Letter dated May 27, 2022, and the syndication flex letter agreement of even date therewith, and all related discussions, negotiations, correspondence, and communications with Crescent Harbor Bank, N.A. and its counsel, Whitfield Gage & Partridge LLP, with Meridian Strauss Advisory LLC, with the rating agencies, and with all other parties involved in the Refinancing Transaction, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.

Resolution 13: Effectiveness

RESOLVED, that these resolutions shall be effective as of May 12, 2022, and shall remain in full force and effect unless and until expressly amended, modified, supplemented, or revoked by subsequent written action of the Board of Directors of the Company, and no such amendment, modification, supplement, or revocation shall affect the validity of any action taken in reliance on these resolutions prior to the date of such amendment, modification, supplement, or revocation.

CONSENT AND ATTESTATION

This Unanimous Written Consent of the Board of Directors may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of an original executed counterpart.

This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of Verimark Hospitality Group Inc. and shall constitute a part of the official corporate records of the Company.

IN WITNESS WHEREOF, each of the undersigned, being all of the members of the Board of Directors of Verimark Hospitality Group Inc., has executed this Unanimous Written Consent as of May 12, 2022.

________________________________________

Name: Marcus Delvecchio

Title: Director, Chief Executive Officer

Date: May 12, 2022

________________________________________

Name: Caroline S. Whitford

Title: Director, Chairperson of the Board

Date: May 12, 2022

________________________________________

Name: Jerome T. Kingsley

Title: Director

Date: May 12, 2022

________________________________________

Name: Denise L. Marchetti

Title: Director

Date: May 12, 2022

________________________________________

Name: Hakeem R. Olatunji

Title: Director

Date: May 12, 2022

________________________________________

Name: Sandra M. Voss

Title: Director

Date: May 12, 2022

________________________________________

Name: Richard P. Gao

Title: Director

Date: May 12, 2022

________________________________________

Name: Leticia A. Dominguez

Title: Director

Date: May 12, 2022

________________________________________

Name: William F. Crandall III

Title: Director

Date: May 12, 2022

SECRETARY'S CERTIFICATION

I, Priya Narayanan, do hereby certify that:

1. I am the duly elected, qualified, and acting General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., a Delaware corporation (the "Company").

2. The foregoing resolutions are a true, correct, and complete copy of the resolutions adopted by the unanimous written consent of the entire Board of Directors of the Company, effective as of May 12, 2022, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the Company's Amended and Restated Bylaws.

3. Such resolutions were duly adopted by all members of the Board of Directors, and the signatures appearing above are the genuine signatures of all of the directors of the Company as of the date of adoption thereof.

4. Such resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect, and remain in full force and effect as of the date hereof.

5. There are no proceedings pending or, to my knowledge, threatened for the dissolution or liquidation of the Company or for the appointment of a receiver, trustee, or liquidator for the Company or any substantial part of its assets.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date indicated below.

________________________________________

Priya Narayanan General Counsel and Corporate Secretary Verimark Hospitality Group Inc.

Date: July 21, 2022

[Corporate Seal]

Prepared by Calderwood & Harkness LLP	One Liberty Plaza, 52nd Floor, New York, NY 10006	Engagement No. 1016-00009
State	Number of Properties
Florida	12
New York	6
California	5
Texas	4
Georgia	3
Colorado	3
Arizona	2
Illinois	2
Washington	2
Oregon	1
Nevada	1
Virginia	1
Total	42

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Engagement Reference: 1016-00009
RESOLUTIONS OF THE BOARD OF DIRECTORS OF VERIMARK HOSPITALITY GROUP INC.
Adopted by Unanimous Written Consent in Lieu of a Special Meeting
Effective as of May 12, 2022
PREAMBLE
Verimark Hospitality Group Inc. (the "Company"), a corporation duly organized and existing under the laws of the State of Delaware (Delaware File Number 7291843; Employer Identification Number 82-3741956), with its principal executive offices located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433, and whose shares of common stock are listed and publicly traded on the New York Stock Exchange under the ticker symbol "VMRK."
The undersigned, constituting the entire Board of Directors (the "Board") of Verimark Hospitality Group Inc. (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at a meeting of the Board of Directors to be taken without a meeting if all members of the Board consent thereto in writing, hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting, effective as of May 12, 2022.
RECITALS
A. Existing Indebtedness
WHEREAS, the Company is party to that certain Credit Agreement, dated as of February 14, 2020 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), among the Company, as borrower, Greystone Federal Credit Corp., as administrative agent (in such capacity, the "Existing Agent"), and the several banks and other financial institutions from time to time party thereto as lenders, pursuant to which the lenders extended to the Company a senior secured term loan B facility in the original aggregate principal amount of Six Hundred Twenty-Five Million Dollars ($625,000,000) (the "Existing TLB"), of which approximately Six Hundred Twenty-One Million Eight Hundred Seventy-Five Thousand Dollars ($621,875,000) in principal remains outstanding as of the date hereof, reflecting Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000) in scheduled amortization payments made since the closing of the Existing Credit Agreement;
WHEREAS, the Existing TLB bears interest at a rate per annum equal to the London Interbank Offered Rate ("LIBOR") plus a margin of 425 basis points (4.25%), and matures on its scheduled maturity date of February 14, 2027;
WHEREAS, in addition to the Existing TLB, the Company is also party to (i) a senior secured revolving credit facility (the "Existing RCF") in the aggregate principal amount of Four Hundred Million Dollars ($400,000,000), provided pursuant to a separate Credit Agreement dated as of March 22, 2019 (as amended from time to time), with Crescent Harbor Bank, N.A. as administrative agent, which Existing RCF is currently undrawn, and (ii) Four Hundred Fifty Million Dollars ($245,000,000) in aggregate principal amount of 6.250% Senior Unsecured Notes due 2028 (the "Existing Notes"), issued pursuant to that certain Indenture, dated as of September 15, 2020, between the Company and Atlantic Standard Trust Company, as indenture trustee;
B. Proposed Refinancing Transaction
WHEREAS, the Company has received a proposal from Crescent Harbor Bank, N.A. ("Crescent Harbor"), acting in the capacities of sole lead arranger, sole bookrunner, administrative agent, and collateral agent, to arrange a new senior secured term loan B credit facility in the aggregate principal amount of Seven Hundred Million Dollars ($700,000,000) (the "New TLB Facility"), to be provided by a syndicate of institutional lenders to be assembled by Crescent Harbor;
WHEREAS, the proceeds of the New TLB Facility, together with cash on hand to the extent necessary, are intended to be used to (i) refinance in full the outstanding indebtedness under the Existing TLB, including all accrued and unpaid interest thereon and a prepayment premium of approximately Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000), representing 0.50% of the original principal amount of $625,000,000, with the total estimated payoff amount being approximately Six Hundred Twenty-Seven Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($627,916,667), and (ii) provide approximately Seventy-Five Million Dollars ($75,000,000) in incremental proceeds (being the excess of $700,000,000 over $625,000,000) available to fund permitted acquisitions, capital expenditures, and general corporate purposes of the Company and its subsidiaries;
WHEREAS, the New TLB Facility will bear interest at a rate per annum equal to Adjusted Term SOFR (defined as CME Term SOFR plus an applicable credit spread adjustment of 0.10% for one-month interest periods, 0.15% for three-month interest periods, and 0.25% for six-month interest periods, as applicable) plus a margin of 375 basis points (3.75%), with a SOFR floor of 0.50%, which margin represents a reduction of 50 basis points from the existing margin of LIBOR plus 425 basis points under the Existing Credit Agreement, and is estimated to yield annual cash interest savings of approximately Three Million Five Hundred Thousand Dollars ($3,500,000) based on current market rates and the anticipated outstanding principal balance;
WHEREAS, the New TLB Facility will have a stated maturity date of seven (7) years from the closing date thereof, with scheduled amortization at a rate of 1.00% per annum of the original principal amount of the New TLB Facility (i.e., Seven Million Dollars ($7,000,000) per annum, payable in equal quarterly installments of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000)), with the balance due and payable on the maturity date;
WHEREAS, the New TLB Facility will be issued at an original issue discount ("OID") of 1.00%, resulting in net funding proceeds to the Company of Six Hundred Ninety-Three Million Dollars ($693,000,000) (being $700,000,000 multiplied by 99.00%);
WHEREAS, the New TLB Facility will include, among other terms and conditions customary for facilities of this type, (i) a "most favored nation" provision applicable to any incremental term loans incurred under the Credit Agreement within the first eighteen (18) months following the closing date, pursuant to which the applicable margin on the New TLB Facility will be increased to the extent necessary to ensure that it is no more than 50 basis points below the effective yield on any such incremental term loans, and (ii) a repricing protection provision requiring the Company to pay a prepayment premium equal to 1.00% of the principal amount of term loans prepaid or repriced in connection with any repricing transaction (including any amendment resulting in a lower effective yield) occurring within six (6) months of the closing date;
C. Financial Advisory and Legal Engagement
WHEREAS, the Company has engaged Meridian Strauss Advisory LLC ("Meridian Strauss") as its financial advisor in connection with the evaluation, structuring, and execution of the proposed refinancing transaction, at an advisory fee of 0.20% of the aggregate principal amount of the New TLB Facility, or One Million Four Hundred Thousand Dollars ($1,400,000), payable upon closing;
WHEREAS, the Company has engaged Calderwood & Harkness LLP ("Borrower's Counsel") as outside legal counsel to represent the Company in its capacity as borrower in connection with the negotiation, documentation, and closing of the refinancing transaction (Engagement No. 1016-00009);
WHEREAS, Crescent Harbor has engaged Whitfield Gage & Partridge LLP as counsel to the administrative agent and the lenders in connection with the refinancing transaction, the reasonable fees and expenses of which are to be borne by the Company in accordance with the terms of the Commitment Letter;
D. Credit Ratings
WHEREAS, the Company maintains a corporate family rating of BB- from Kellaway Ratings Group and Ba3 from Pinnacle Credit Services, and it is anticipated that the New TLB Facility will receive facility-level ratings from each such rating agency prior to the closing date;
E. Financial Condition and Covenant Compliance
WHEREAS, for the fiscal year ended December 31, 2021, the Company reported consolidated revenues of approximately One Billion Four Hundred Twenty Million Dollars ($1,420,000,000), consolidated EBITDA (as reported) of approximately Three Hundred Eighteen Million Dollars ($318,000,000), and consolidated Adjusted EBITDA (calculated after giving effect to customary addbacks for non-recurring items, restructuring charges, stock-based compensation expense, and other adjustments permitted under the applicable credit agreements) of approximately Three Hundred Forty-One Million Dollars ($341,000,000);
WHEREAS, on a pro forma basis after giving effect to the refinancing transaction (including the application of proceeds and the incurrence of indebtedness under the New TLB Facility), the Company's total net leverage ratio is estimated to be approximately 2.52x, calculated as approximately Eight Hundred Fifty-Eight Million Dollars ($858,000,000) of total net funded debt (comprising the $700,000,000 New TLB Facility, $245,000,000 of Existing Notes, and $0 drawn under the Existing RCF, less unrestricted cash of approximately $87,000,000) divided by last-twelve-months Adjusted EBITDA of $341,000,000, which pro forma net leverage ratio is well within the maximum total net leverage ratio of 4.50x to 1.00 that will be contained in the Credit Agreement as a springing financial maintenance covenant (tested only upon the outstanding borrowings under the revolving credit facility exceeding 35% of the aggregate revolving commitments at the end of any fiscal quarter);
WHEREAS, the Company's hotel portfolio currently comprises seventy-four (74) full-service and select-service hotel properties located across eighteen (18) states in the United States, with an aggregate appraised value of approximately Three Billion One Hundred Million Dollars ($3,100,000,000) as determined by independent third-party appraisals obtained within the prior twelve (12) months;
F. Board's Determination
WHEREAS, the Board of Directors, after careful consideration and thorough review of the terms and conditions of the proposed refinancing transaction, including the term sheet, the commitment letter, and the indicative economics thereof, and after receiving and considering the advice and recommendations of the Company's management, the Company's financial advisor (Meridian Strauss Advisory LLC), and the Company's legal counsel (Calderwood & Harkness LLP), including with respect to the financial terms, the legal implications, the impact on the Company's capital structure, the expected interest savings, the additional liquidity provided by the incremental proceeds, and the overall strategic benefits to the Company and its stockholders, has determined that the entry into the New TLB Facility and the consummation of the refinancing transaction on substantially the terms described herein and in the materials presented to the Board are fair and reasonable and in the best interests of the Company and its stockholders.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolution 1: Approval and Authorization of the Refinancing Transaction
RESOLVED, that the Board of Directors hereby approves, authorizes, and ratifies the refinancing of the Existing TLB through the entry by the Company into the New TLB Facility in the aggregate principal amount of Seven Hundred Million Dollars ($700,000,000), with Crescent Harbor Bank, N.A. serving as administrative agent, collateral agent, sole lead arranger, and sole bookrunner, on substantially the terms and conditions described in the recitals hereto and as set forth in the term sheet dated April 29, 2022 and the commitment letter dated May 27, 2022 presented to the Board of Directors (collectively, and together with all transactions contemplated thereby, the "Refinancing Transaction"), with such changes, modifications, and amendments to the terms thereof as may be approved by any Authorized Officer (as defined below) in his or her discretion, acting in consultation with the Company's legal counsel, provided that such changes are not materially adverse to the Company.
Resolution 2: Authorization to Enter into the Credit Agreement and Related Loan Documents
RESOLVED, that each of the following officers of the Company:
•  Marcus Delvecchio, Chief Executive Officer;
•  Renata Haines, Chief Financial Officer;
•  Priya Narayanan, General Counsel and Corporate Secretary; and
•  Glenn Fischbach, Treasurer
(each, an "Authorized Officer" and, collectively, the "Authorized Officers"), acting individually or together, is hereby authorized, empowered, and directed, on behalf of and in the name of the Company, to negotiate, finalize, execute, and deliver a Credit Agreement (the "Credit Agreement") among the Company, as borrower, the Guarantors (as defined below), Crescent Harbor Bank, N.A., as administrative agent and collateral agent, and the several banks and other financial institutions from time to time party thereto as lenders, providing for the New TLB Facility in the aggregate principal amount of $700,000,000, together with all schedules, exhibits, and ancillary documents thereto, and all related loan documents, including, without limitation, each of the following:
(a) a Guarantee Agreement (the "Guarantee Agreement"), pursuant to which the Company's material domestic subsidiaries, as identified in Resolution 3 below (collectively, the "Guarantors"), will unconditionally guarantee the prompt and complete payment and performance of all obligations of the Company under the Credit Agreement and the other loan documents;
(b) a Pledge and Security Agreement (the "Pledge and Security Agreement"), granting Crescent Harbor Bank, N.A. (in its capacity as collateral agent for the benefit of the secured parties) a first-priority perfected security interest in and lien upon substantially all assets of the Company and each of the Guarantors, including, without limitation: (i) fee simple and leasehold interests in forty-two (42) hotel properties (owned directly or indirectly by Verimark Resort Properties LLC), with an aggregate appraised value of approximately Two Billion One Hundred Eighty Million Dollars ($2,180,000,000); (ii) one hundred percent (100%) of the issued and outstanding equity interests in each direct domestic subsidiary of the Company and each Guarantor; (iii) sixty-five percent (65%) of the issued and outstanding equity interests in any first-tier foreign subsidiaries of the Company (to the extent applicable, subject to customary limitations relating to "deemed dividends" under Section 956 of the Internal Revenue Code); and (iv) all personal property of the Company and each Guarantor, including, without limitation, all accounts receivable, inventory, equipment, fixtures, intellectual property (including trademarks, patents, copyrights, and domain names), contract rights, general intangibles, investment property, deposit accounts, and proceeds thereof;
(c) an Amended and Restated Intercreditor Agreement (the "Intercreditor Agreement") among Crescent Harbor Bank, N.A. (in its capacity as collateral agent under the Credit Agreement), Crescent Harbor Bank, N.A. (in its capacity as administrative agent under the Existing RCF), and the Company, governing the respective rights and priorities of the secured parties under the New TLB Facility and the Existing RCF with respect to the first-lien collateral, including provisions for pari passu sharing of such collateral, turnover, release, and enforcement standstill arrangements;
(d) mortgages, deeds of trust, assignments of leases and rents, and security agreements covering hotel properties in the states of Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia, in each case in form and substance satisfactory to the collateral agent and its counsel;
(e) promissory notes evidencing the term loans under the New TLB Facility, to the extent requested by any lender, in the applicable principal amounts and in form and substance consistent with the Credit Agreement;
(f) UCC-1 financing statements to be filed with the Secretary of State of the State of Delaware (as the jurisdiction of organization of the Company and certain of the Guarantors), the Florida Secured Transaction Registry, and such other filing offices as may be necessary or appropriate to perfect the security interests granted under the Pledge and Security Agreement and the other loan documents;
(g) IP security agreements to be filed with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to perfect the security interests granted in the intellectual property of the Company and the Guarantors;
(h) a Perfection Certificate, setting forth information regarding the Company and the Guarantors as reasonably required by the collateral agent for purposes of perfecting the security interests granted under the loan documents; and
(i) such other documents, instruments, agreements, amendments, certificates, notices, and filings as may be required or contemplated by the Credit Agreement or the other loan documents, or as any Authorized Officer may deem necessary, appropriate, or advisable in connection with the consummation of the Refinancing Transaction.
Resolution 3: Authorization of Guarantor Subsidiaries
RESOLVED, that the Board of Directors hereby authorizes, directs, and approves the entry by each of the following material domestic subsidiaries of the Company (each, a "Guarantor Subsidiary" and, collectively, the "Guarantor Subsidiaries") into the Guarantee Agreement, the Pledge and Security Agreement, and such other loan documents as may be applicable to each such Guarantor Subsidiary, in its capacity as a Guarantor of the Company's obligations under the Credit Agreement:
(i) Verimark Resort Properties LLC, a Delaware limited liability company;
(ii) VHG Management Services Inc., a Delaware corporation;
(iii) Verimark Convention Holdings LLC, a Delaware limited liability company;
(iv) Palmetto Beachfront Hotels LLC, a Florida limited liability company; and
(v) Cascadia Hospitality Corp., a Delaware corporation.
The appropriate officers, managers, or other authorized representatives of each Guarantor Subsidiary are hereby authorized, empowered, and directed to negotiate, execute, and deliver all loan documents, certificates, and other instruments required to be executed and delivered by such Guarantor Subsidiary in connection with the Refinancing Transaction, and each Authorized Officer of the Company is hereby authorized to cause such execution and delivery on behalf of each such Guarantor Subsidiary in the event that the appropriate officers or managers of such Guarantor Subsidiary are unavailable or in the event that the Authorized Officer's execution is required or requested by the administrative agent or its counsel. The Board of Directors further authorizes and directs the appropriate officers or managers of each Guarantor Subsidiary to adopt such resolutions of the governing body of such Guarantor Subsidiary as may be necessary or appropriate to authorize the foregoing actions.
Resolution 4: Authorization to Repay and Discharge the Existing TLB
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take all actions necessary or appropriate to repay in full and discharge all outstanding indebtedness under the Existing TLB with Greystone Federal Credit Corp. (as administrative agent for the lenders thereunder), including, without limitation, the payment of the total payoff amount of approximately Six Hundred Twenty-Seven Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($627,916,667), which amount comprises the following components:
(i) approximately Six Hundred Twenty-One Million Eight Hundred Seventy-Five Thousand Dollars ($621,875,000) in outstanding principal;
(ii) approximately Two Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($2,916,667) in accrued and unpaid interest through the anticipated repayment date; and
(iii) Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000) in prepayment premium (calculated as 0.50% of the original principal amount of $625,000,000).
The Authorized Officers are further authorized to negotiate, execute, and deliver, on behalf of the Company, payoff letters, lien release authorizations, lien termination authorizations, UCC-3 termination statements, mortgage discharges and releases, satisfactions of mortgage, reconveyances, releases of assignments of leases and rents, intellectual property lien releases, and any and all other documents, instruments, and filings necessary or appropriate to effect the full and final discharge, satisfaction, and release of all obligations, liens, security interests, and encumbrances securing or otherwise relating to the Existing TLB, and to direct the Existing Agent and its counsel to file, record, or deliver such termination and release documents in all applicable jurisdictions.
Resolution 5: Authorization of Commitment Letter and Fee Letter
RESOLVED, that the execution and delivery by the Company of each of the following documents and agreements, and the payment of all fees and amounts contemplated thereby, are hereby ratified, confirmed, and approved in all respects:
(i) the Commitment Letter, dated May 27, 2022, between the Company and Crescent Harbor Bank, N.A., pursuant to which Crescent Harbor has committed to provide or arrange the New TLB Facility;
(ii) the Fee Letter, dated May 27, 2022, between the Company and Crescent Harbor Bank, N.A., setting forth certain fees payable in connection with the New TLB Facility; and
(iii) the Letter Agreement regarding syndication flex provisions, of even date with the Commitment Letter and Fee Letter, between the Company and Crescent Harbor Bank, N.A., providing for certain adjustments to the pricing and structure of the New TLB Facility in connection with the syndication thereof;
including, without limitation, the authorization and approval of the payment by the Company of each of the following fees and costs in connection with the Refinancing Transaction:
(a) an arrangement fee of 0.50% of the aggregate principal amount of the New TLB Facility, equal to Three Million Five Hundred Thousand Dollars ($3,500,000), payable to Crescent Harbor Bank, N.A. on the closing date;
(b) an annual administrative agent fee of One Hundred Fifty Thousand Dollars ($150,000), payable to Crescent Harbor Bank, N.A. in its capacity as administrative agent, commencing on the closing date and payable annually thereafter during the term of the Credit Agreement;
(c) original issue discount of 1.00%, equal to Seven Million Dollars ($7,000,000), to be reflected in the discounted issue price of the term loans;
(d) a financial advisory fee of 0.20% of the aggregate principal amount of the New TLB Facility, equal to One Million Four Hundred Thousand Dollars ($1,400,000), payable to Meridian Strauss Advisory LLC upon closing; and
(e) estimated legal and closing costs of approximately Three Million Two Hundred Thousand Dollars ($3,200,000), inclusive of fees and disbursements of Borrower's Counsel (Calderwood & Harkness LLP), fees and disbursements of lenders' counsel (Whitfield Gage & Partridge LLP), title insurance premiums, survey costs, recording fees, filing fees, and other customary transactional expenses.
Resolution 6: Authorization of Borrowing Request
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to prepare, execute, and deliver to Crescent Harbor Bank, N.A. (in its capacity as administrative agent under the Credit Agreement) a borrowing request (the "Borrowing Request") requesting the initial drawdown of the full Seven Hundred Million Dollars ($700,000,000) of the New TLB Facility on the closing date of the Refinancing Transaction, with such Borrowing Request to specify such interest period (including, without limitation, an initial interest period of one (1) month based on Adjusted Term SOFR) and such other terms and conditions as any Authorized Officer shall determine to be appropriate in his or her discretion, consistent with the terms of the Credit Agreement.
Resolution 7: Authorization to Execute Certificates and Opinions
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company, each of the following certificates, instruments, and supporting documents as may be required in connection with the closing of the Refinancing Transaction:
(a) an Officer's Closing Certificate certifying the satisfaction (or waiver by the administrative agent) of all conditions precedent to the initial borrowing under the Credit Agreement, including, without limitation, the accuracy of representations and warranties, the absence of defaults, and such other matters as the administrative agent or the lenders may reasonably require;
(b) a Solvency Certificate (to be executed by Renata Haines in her capacity as Chief Financial Officer), certifying that the Company and its subsidiaries, on a consolidated basis, after giving effect to the Refinancing Transaction and the transactions contemplated thereby (including the incurrence of indebtedness, the application of proceeds, and the granting of liens and guarantees), are and will be Solvent (as defined therein), including certifications as to the fair value, present fair saleable value, stated capital, and ability to pay debts as they become due of the Company and its subsidiaries taken as a whole;
(c) an Omnibus Secretary's Certificate (to be executed by Priya Narayanan in her capacity as Corporate Secretary), certifying as to (i) the certificate of incorporation and bylaws (or equivalent organizational documents) of the Company, (ii) the resolutions adopted by the Board of Directors authorizing the Refinancing Transaction, (iii) the incumbency and specimen signatures of each Authorized Officer, and (iv) the good standing of the Company in its jurisdiction of incorporation and in each other jurisdiction in which the Company is qualified to do business;
(d) an Incumbency Certificate certifying the names, titles, and specimen signatures of each Authorized Officer of the Company, together with certifications of due authorization;
(e) an Opinion Backup Certificate, providing factual representations and confirmations to be relied upon by Calderwood & Harkness LLP in connection with the delivery of its legal opinions to the administrative agent and the lenders, including opinions as to due authorization, enforceability, no conflicts, and perfection of security interests;
(f) a Compliance Certificate certifying pro forma compliance with each of the financial covenants and other material covenants contained in the Credit Agreement, as of the most recent fiscal quarter end for which financial statements are available, after giving pro forma effect to the Refinancing Transaction;
(g) a Perfection Certificate, containing information regarding the organizational details, locations of assets, filing jurisdictions, and other matters relevant to the perfection of security interests in the collateral; and
(h) any other certificate, instrument, affidavit, or document reasonably required or requested by the administrative agent, the collateral agent, or any lender in connection with the closing of the Refinancing Transaction.
Resolution 8: Authorization of UCC Filings, Mortgage Recordings, and Other Perfection Actions
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take all actions necessary or appropriate to perfect, protect, and maintain the security interests and liens granted under the loan documents in favor of Crescent Harbor Bank, N.A. (in its capacity as collateral agent for the benefit of the secured parties), including, without limitation:
(a) authorizing and directing the filing of UCC-1 financing statements with the Office of the Secretary of State of the State of Delaware and such other applicable filing offices as may be necessary to perfect the security interests granted in the personal property of the Company and the Guarantors;
(b) authorizing and directing the recording of mortgages, deeds of trust, assignments of leases and rents, and fixture filings in the applicable county recording offices in the following states, with respect to the following number of hotel properties:
(c) authorizing and directing the filing of IP security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to perfect the security interests in the registered intellectual property of the Company and the Guarantors; and
(d) taking such other actions as may be necessary or advisable to ensure the first-priority status and continued perfection of all security interests and liens granted under the loan documents, including, without limitation, the delivery of stock certificates and executed blank stock powers, the delivery of control agreements with respect to deposit accounts and securities accounts, and the execution and delivery of landlord waivers and bailee letters as may be required by the collateral agent.
Resolution 9: Authorization of Post-Closing Deliverables
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company, a Post-Closing Letter Agreement with Crescent Harbor Bank, N.A. (in its capacity as administrative agent), specifying a deadline of up to fifteen (15) business days following the closing date (or such later date as may be agreed between the Company and the administrative agent in their respective discretion) for the delivery of the following post-closing items with respect to the forty-two (42) mortgaged hotel properties:
(i) fully recorded mortgages, deeds of trust, and related instruments, with evidence of recording in the applicable county recording offices;
(ii) lender's title insurance policies issued by Continental Fidelity Title Company (or its authorized agents), in amounts and with endorsements satisfactory to the collateral agent, insuring the first-priority lien status of the mortgages;
(iii) updated ALTA/NSPS surveys of each mortgaged property, certified to the Company, the administrative agent, the collateral agent, and the title insurer;
(iv) Federal Emergency Management Agency Standard Flood Hazard Determination Forms (and, where applicable, evidence of flood insurance) for each mortgaged property; and
(v) such other deliverables as may be specified in the Credit Agreement or the Post-Closing Letter Agreement.
Resolution 10: Authorization to Engage Professional Advisors
RESOLVED, that the retention of each of the following professional advisors in connection with the Refinancing Transaction is hereby ratified, confirmed, and approved in all respects, and the Authorized Officers are hereby authorized to pay or cause to be paid all fees, costs, and expenses of such advisors in accordance with the terms of their respective engagement letters:
(i) Calderwood & Harkness LLP, as borrower's outside legal counsel (Engagement No. 1016-00009; responsible partner: Ian Blackwood; billing partner: Stephanie Okafor), retained to represent the Company in connection with the negotiation, documentation, and closing of the Refinancing Transaction; and
(ii) Meridian Strauss Advisory LLC, as the Company's financial advisor (managing director: Elise Cavanaugh), retained to advise the Company in connection with the evaluation, structuring, and execution of the Refinancing Transaction.
Resolution 11: Authorization to Execute Any and All Additional Documents
RESOLVED, that each Authorized Officer, acting alone and without the joinder or consent of any other Authorized Officer or any other person, is hereby authorized, empowered, and directed to negotiate, execute, and deliver, in the name and on behalf of the Company, under its corporate seal or otherwise, any and all additional documents, instruments, agreements, amendments, modifications, supplements, restatements, certificates, notices, consents, waivers, acknowledgments, and filings, and to take any and all additional actions, as such Authorized Officer, in his or her sole judgment and discretion, may deem necessary, appropriate, desirable, or advisable to consummate and carry out the intent and purposes of the foregoing resolutions and the Refinancing Transaction, the execution and delivery of any such documents or instruments or the taking of any such actions by any Authorized Officer to be conclusive evidence that the same are within the scope of, and are authorized by, these resolutions.
Resolution 12: Ratification of Prior Acts
RESOLVED, that all acts and things previously done or caused to be done by any officer, director, employee, agent, or representative of the Company in connection with or in furtherance of the Refinancing Transaction, including, without limitation, the negotiation and execution of the preliminary term sheet dated April 29, 2022, the Commitment Letter dated May 27, 2022, the Fee Letter dated May 27, 2022, and the syndication flex letter agreement of even date therewith, and all related discussions, negotiations, correspondence, and communications with Crescent Harbor Bank, N.A. and its counsel, Whitfield Gage & Partridge LLP, with Meridian Strauss Advisory LLC, with the rating agencies, and with all other parties involved in the Refinancing Transaction, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.
Resolution 13: Effectiveness
RESOLVED, that these resolutions shall be effective as of May 12, 2022, and shall remain in full force and effect unless and until expressly amended, modified, supplemented, or revoked by subsequent written action of the Board of Directors of the Company, and no such amendment, modification, supplement, or revocation shall affect the validity of any action taken in reliance on these resolutions prior to the date of such amendment, modification, supplement, or revocation.
CONSENT AND ATTESTATION
This Unanimous Written Consent of the Board of Directors may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of an original executed counterpart.
This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of Verimark Hospitality Group Inc. and shall constitute a part of the official corporate records of the Company.
IN WITNESS WHEREOF, each of the undersigned, being all of the members of the Board of Directors of Verimark Hospitality Group Inc., has executed this Unanimous Written Consent as of May 12, 2022.
________________________________________
Name: Marcus Delvecchio
Title: Director, Chief Executive Officer
Date: May 12, 2022
________________________________________
Name: Caroline S. Whitford
Title: Director, Chairperson of the Board
Date: May 12, 2022
________________________________________
Name: Jerome T. Kingsley
Title: Director
Date: May 12, 2022
________________________________________
Name: Denise L. Marchetti
Title: Director
Date: May 12, 2022
________________________________________
Name: Hakeem R. Olatunji
Title: Director
Date: May 12, 2022
________________________________________
Name: Sandra M. Voss
Title: Director
Date: May 12, 2022
________________________________________
Name: Richard P. Gao
Title: Director
Date: May 12, 2022
________________________________________
Name: Leticia A. Dominguez
Title: Director
Date: May 12, 2022
________________________________________
Name: William F. Crandall III
Title: Director
Date: May 12, 2022
SECRETARY'S CERTIFICATION
I, Priya Narayanan, do hereby certify that:
1.  I am the duly elected, qualified, and acting General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., a Delaware corporation (the "Company").
2.  The foregoing resolutions are a true, correct, and complete copy of the resolutions adopted by the unanimous written consent of the entire Board of Directors of the Company, effective as of May 12, 2022, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the Company's Amended and Restated Bylaws.
3.  Such resolutions were duly adopted by all members of the Board of Directors, and the signatures appearing above are the genuine signatures of all of the directors of the Company as of the date of adoption thereof.
4.  Such resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect, and remain in full force and effect as of the date hereof.
5.  There are no proceedings pending or, to my knowledge, threatened for the dissolution or liquidation of the Company or for the appointment of a receiver, trustee, or liquidator for the Company or any substantial part of its assets.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date indicated below.
________________________________________
Priya Narayanan General Counsel and Corporate Secretary Verimark Hospitality Group Inc.
Date: July 21, 2022
[Corporate Seal]
Prepared by Calderwood & Harkness LLP | One Liberty Plaza, 52nd Floor, New York, NY 10006 | Engagement No. 1016-00009
State | Number of Properties
Florida | 12
New York | 6
California | 5
Texas | 4
Georgia | 3
Colorado | 3
Arizona | 2
Illinois | 2
Washington | 2
Oregon | 1
Nevada | 1
Virginia | 1
Total | 42

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

RESOLUTIONS OF THE BOARD OF DIRECTORS OF VERIMARK HOSPITALITY GROUP INC.

PREAMBLE

RECITALS

RESOLUTIONS

CONSENT AND ATTESTATION

SECRETARY'S CERTIFICATION

Record

Parties

Dates

Amounts