1021-00002 · Verimark Hospitality Group · Closing

board-resolutions-vhg.docx DOCUMENT Capital Markets

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

Adopted at a Special Meeting of the Board of Directors Held on June 14, 2024

The undersigned, being the duly appointed Secretary of Verimark Hospitality Group Inc., a Delaware corporation (the "Company" or "VHG"), hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Company (the "Board") at a special meeting of the Board duly called and held on June 14, 2024, at 9:00 a.m. Eastern Time, at the principal offices of the Company located at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129.

The meeting was called pursuant to proper notice given to all directors in accordance with the Company's Second Amended and Restated Bylaws (the "Bylaws") and the General Corporation Law of the State of Delaware (the "DGCL"). The meeting was presided over by Eleanor M. Vasquez, Chairman of the Board, who called the meeting to order and confirmed that all directors had received proper notice of the meeting and that a quorum of directors was present in person or by telephone conference throughout the entirety of the meeting. David K. Moretti, General Counsel and Secretary of the Company, served as secretary of the meeting and recorded the minutes thereof.

The Chairman stated the purpose of the meeting, which was to consider and act upon the authorization of the Company to issue $500,000,000 in aggregate principal amount of senior notes and to approve the execution and delivery of certain related documents and agreements, all as more fully described in the materials previously distributed to the directors and the presentations to be delivered during the meeting.

RECITALS

Background of the Company

WHEREAS, Verimark Hospitality Group Inc. is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129, and its Employer Identification Number is 84-3291057;

WHEREAS, the Company's shares of common stock, par value $0.01 per share, are publicly traded on The Nasdaq Stock Market LLC under the ticker symbol "VMRK";

WHEREAS, the Company maintains its registered office in the State of Delaware at Crowne Albany Corporation, Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, Delaware 19801, which also serves as the Company's registered agent in the State of Delaware;

WHEREAS, the Company owns and operates a diversified portfolio of 47 full-service hotels and 12 resort properties located across 19 states within the United States and the U.S. Virgin Islands, comprising approximately 18,400 rooms in the aggregate, and is engaged in the business of owning, operating, managing, and developing hospitality properties primarily in the upper-upscale and luxury segments of the lodging industry;

WHEREAS, for the twelve-month period ended March 31, 2024, the Company generated total revenue of approximately $1.82 billion and Adjusted EBITDA (as defined in the Company's periodic filings with the Securities and Exchange Commission) of approximately $412 million, reflecting the continued recovery of the hospitality industry and the Company's strong operational performance following the disruptions occasioned by the COVID-19 pandemic;

Background of Existing Indebtedness

WHEREAS, the Company is party to that certain Amended and Restated Credit Agreement, dated as of March 15, 2021 (as heretofore amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Facility"), by and among the Company, as borrower, the several lenders from time to time party thereto (including Greystone National Bank, N.A., Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC), and Greystone National Bank, N.A., as administrative agent and collateral agent for the lenders (Loan No. GNB-SYN-2021-04417);

WHEREAS, the Existing Credit Facility was originally entered into in the aggregate principal amount of $500,000,000, consisting of (i) a $300,000,000 Term Loan A facility, (ii) a $200,000,000 Term Loan B facility, and (iii) a $150,000,000 revolving credit facility, and was incurred during the COVID-19 pandemic to provide the Company with the liquidity necessary to maintain its operations and service its existing obligations through the period of severe revenue declines experienced by the hospitality industry during the calendar years 2020 and 2021;

WHEREAS, as of April 1, 2024, the aggregate outstanding principal balance under the Existing Credit Facility was $467,342,819.16, consisting of $280,142,819.16 outstanding under Term Loan A and $187,200,000.00 outstanding under Term Loan B, with no amounts drawn under the revolving credit facility;

WHEREAS, the Existing Credit Facility bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 375 basis points per annum with respect to the Term Loan A facility and SOFR plus 425 basis points per annum with respect to the Term Loan B facility, and the Existing Credit Facility matures on March 15, 2026;

WHEREAS, the Board has received information from management and the Company's financial advisors indicating that current market conditions present a favorable opportunity to refinance the Company's outstanding indebtedness under the Existing Credit Facility through the issuance of senior unsecured notes in the high-yield capital markets, thereby extending the Company's debt maturity profile, eliminating the secured liens encumbering the Company's assets under the Existing Credit Facility, and providing greater operational flexibility;

Proposed Transaction. WHEREAS, the Board has been presented with a proposal for the Company to issue $500,000,000 in aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") in a private placement to qualified institutional buyers within the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act;

WHEREAS, the Notes will bear interest at the rate of 8.250% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2025, with interest on the Notes accruing from July 1, 2024;

WHEREAS, the Notes will mature on July 1, 2031, unless earlier redeemed or repurchased by the Company in accordance with their terms;

WHEREAS, the Notes will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured indebtedness of the Company and senior in right of payment to all existing and future subordinated indebtedness of the Company;

WHEREAS, the Notes will be issued at a price of 98.500% of par value, resulting in gross proceeds to the Company of $492,500,000 and an original issue discount of 1.500%, or $7,500,000, which original issue discount will be amortized over the term of the Notes using the effective interest method for accounting purposes;

WHEREAS, the Initial Purchasers (as defined below) will purchase the Notes at a discount of 1.750% of the aggregate principal amount of the Notes, representing initial purchasers' discount in the amount of $8,750,000, resulting in net proceeds to the Company of approximately $483,750,000 before deducting estimated offering expenses;

Use of Proceeds

WHEREAS, the net proceeds of the offering are intended to be applied as follows:

(a) repayment of all outstanding principal under the Existing Credit Facility in the amount of $467,342,819.16;

(b) payment of accrued and unpaid interest on the Existing Credit Facility through the anticipated closing date, estimated at $4,207,180.84;

(c) payment of the prepayment premium required under Section 2.11(d) of the Existing Credit Facility in connection with the prepayment in full of the term loan facilities thereunder, calculated at 0.50% of the outstanding principal balance, in the amount of $2,336,714.10;

(d) payment of transaction fees and expenses, including fees of issuer's counsel, Initial Purchasers' counsel, the trustee, rating agencies, the printing and filing agent, and miscellaneous closing costs, estimated at $6,863,285.90; and

(e) for general corporate purposes in the amount of $3,000,000.00;

for an aggregate application of net proceeds totaling $483,750,000.00;

Advisors and Parties

WHEREAS, the Company has engaged Calderwood & Harkness LLP, a nationally recognized law firm, to serve as counsel to the Company in connection with the offering and issuance of the Notes and the related transactions contemplated hereby;

WHEREAS, the Company has engaged Kensington Barrow & Co. to serve as lead left bookrunner, financial advisor, and representative of the initial purchasers in connection with the offering of the Notes;

WHEREAS, Ridgeline Capital Markets LLC will serve as joint bookrunner, and Stonebridge Marvelo Securities Inc. will serve as co-manager, in connection with the offering (collectively with Kensington Barrow & Co., the "Initial Purchasers");

WHEREAS, Whitfield, Crane & Aldrich LLP has been engaged to serve as counsel to the Initial Purchasers in connection with the offering;

WHEREAS, Fidelitas Trust Company, N.A., a national banking association with its corporate trust offices located at 100 Wall Street, Suite 1500, New York, New York 10005, will serve as indenture trustee, registrar, paying agent, transfer agent, and escrow agent in connection with the offering and the Notes;

WHEREAS, the Company's independent registered public accounting firm, Palladian & Howe LLP, will provide a customary comfort letter to the Initial Purchasers in connection with the offering, covering the financial information included in the Offering Memorandum (as defined below);

WHEREAS, Crestline Ratings Group has assigned a corporate family rating of B1 with a stable outlook to the Company and a rating of B1 (stable outlook) to the Notes, and Broadmark Rating Services Inc. has assigned a long-term issuer credit rating of B+ with a stable outlook to the Company and a rating of B+ (stable outlook) to the Notes;

Board Determination. WHEREAS, the Board has reviewed and carefully considered the terms and conditions of the proposed offering of the Notes, including detailed presentations by management — specifically, Marcus J. Delano, Chief Executive Officer, Patricia R. Henning, Chief Financial Officer, and David K. Moretti, General Counsel and Secretary — and by representatives of Kensington Barrow & Co., the Company's financial advisor, and Calderwood & Harkness LLP, the Company's legal counsel, regarding the structure, terms, pricing, and documentation of the proposed offering, the proposed use of proceeds, the impact of the offering on the Company's capital structure, leverage, interest expense, and financial covenants, and the risks and benefits associated with the proposed transaction;

WHEREAS, the Board has determined, after careful deliberation and consideration of all relevant factors, that the issuance of the Notes, the guarantee of the Notes by the Guarantors (as defined below), and the execution and delivery of the Transaction Documents (as defined below), and the consummation of the transactions contemplated thereby, are in the best interests of the Company and its stockholders, and that the terms and conditions of the proposed offering are fair and reasonable to the Company;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Verimark Hospitality Group Inc. hereby adopts the following resolutions:

RESOLUTIONS

Resolution 1: Authorization of the Notes Offering

RESOLVED, that the issuance and sale by the Company of $500,000,000 in aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") in a private placement to qualified institutional buyers within the United States pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act, be and hereby is, authorized and approved in all respects.

FURTHER RESOLVED, that the Notes shall be issued at a price of 98.500% of their aggregate principal amount, and shall constitute senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured indebtedness of the Company.

FURTHER RESOLVED, that the Notes shall bear the following CUSIP and ISIN identifiers:

FURTHER RESOLVED, that the Notes shall bear interest at the rate of 8.250% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2025, with interest on the Notes accruing from and including July 1, 2024. The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, and shall be issued in global form registered in the name of Cede & Co., as nominee of The Depository Trust Company.

Resolution 2: Authorization of the Indenture

RESOLVED, that the Company is hereby authorized to enter into an Indenture (the "Indenture") by and among the Company, the Guarantors (as defined below), and Fidelitas Trust Company, N.A., as trustee (the "Trustee"), with its corporate trust office located at 100 Wall Street, Suite 1500, New York, New York 10005 (contact: Rebecca A. Marsden, Vice President, Corporate Trust Administration), governing the terms and conditions of the Notes, substantially in the form presented to the Board at this meeting, with such changes, modifications, or supplements as the Authorized Officers (as defined below) may approve, and the execution and delivery thereof by the Authorized Officers is hereby authorized and approved.

FURTHER RESOLVED, that the Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).

FURTHER RESOLVED, that the Indenture shall include, among others, the following material terms and provisions:

(a) Maturity. The Notes shall mature on July 1, 2031.

(b) Optional Redemption. The Notes shall be redeemable at the option of the Company, in whole or in part, at the following redemption prices (expressed as a percentage of the principal amount thereof), together with accrued and unpaid interest thereon to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on the dates set forth below:

Prior to July 1, 2027, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a "make-whole" premium calculated based on the applicable Treasury Rate plus 50 basis points, together with accrued and unpaid interest to, but excluding, the applicable redemption date.

(c) Equity Clawback. At any time and from time to time prior to July 1, 2027, the Company may redeem up to 40% of the original aggregate principal amount of the Notes (i.e., up to $200,000,000) at a redemption price equal to 108.250% of the principal amount thereof, together with accrued and unpaid interest thereon to, but excluding, the applicable redemption date, with the net cash proceeds of one or more qualifying equity offerings by the Company, provided that (i) at least 60% of the original aggregate principal amount of the Notes remains outstanding immediately after each such redemption and (ii) each such redemption occurs within 180 days of the closing date of the applicable equity offering.

(d) Change of Control. Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes shall have the right to require the Company to repurchase all or any portion of such holder's Notes at a purchase price equal to 101.000% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon to, but excluding, the date of repurchase.

(e) Fixed Charge Coverage Ratio Covenant. The Indenture shall contain an incurrence-based covenant providing that the Company shall not, and shall not permit any of its Restricted Subsidiaries to, incur any additional Indebtedness (as defined in the Indenture) unless, after giving pro forma effect to the incurrence of such Indebtedness, the Company's Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture) is not less than 2.00 to 1.00.

(f) Restricted Payments. The Indenture shall contain a restricted payments covenant limiting the Company's ability to declare or pay dividends, repurchase equity securities, or make certain other restricted payments, subject to a builder basket equal to $50,000,000, plus 50% of Consolidated Net Income (as defined in the Indenture) of the Company accrued on a cumulative basis from and after July 1, 2024 (or, if Consolidated Net Income is a deficit for any period, minus 100% of such deficit), plus certain other customary add-backs.

(g) Permitted Indebtedness. The Indenture shall include a general basket for Permitted Indebtedness in an aggregate principal amount not to exceed $75,000,000 at any time outstanding, in addition to other customary carve-outs and exceptions set forth in the Indenture.

(h) Permitted Liens. The Indenture shall include a general basket for Permitted Liens securing indebtedness in an aggregate amount not to exceed $50,000,000 at any time outstanding, in addition to other customary carve-outs and exceptions set forth in the Indenture.

(i) Asset Sales. The Indenture shall provide that, following the consummation of an Asset Sale (as defined in the Indenture), the Company or the applicable Restricted Subsidiary shall have a period of 365 days from the date of receipt of the Net Proceeds (as defined in the Indenture) of such Asset Sale to apply such Net Proceeds to (i) repay senior indebtedness, (ii) invest in additional assets useful in the Company's business, or (iii) a combination thereof, failing which the Company shall be required to make an offer to repurchase the Notes at 100% of their principal amount plus accrued and unpaid interest.

Resolution 3: Authorization of the Purchase Agreement

RESOLVED, that the Company is hereby authorized to enter into a Purchase Agreement (the "Purchase Agreement") by and among the Company, the Guarantors, and Kensington Barrow & Co. (acting as representative of the Initial Purchasers), Ridgeline Capital Markets LLC, and Stonebridge Marvelo Securities Inc. (collectively, the "Initial Purchasers"), providing for the purchase of the Notes by the Initial Purchasers at a purchase price equal to 98.500% of the aggregate principal amount of the Notes, less the initial purchasers' discount of 1.750% of the aggregate principal amount of the Notes, substantially in the form presented to the Board at this meeting, with such changes, modifications, or supplements as the Authorized Officers may approve, and the execution and delivery thereof by the Authorized Officers is hereby authorized and approved.

FURTHER RESOLVED, that the Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law), and shall contain customary representations, warranties, and covenants of the Company and the Guarantors, customary conditions to the closing of the offering, and customary indemnification and contribution provisions for the benefit of the Initial Purchasers with respect to losses arising from material misstatements or omissions in the Offering Memorandum.

Resolution 4: Authorization of the Registration Rights Agreement

RESOLVED, that the Company is hereby authorized to enter into a Registration Rights Agreement (the "Registration Rights Agreement") by and among the Company, the Guarantors, and the Initial Purchasers, to be dated as of the closing date of the offering, substantially in the form presented to the Board at this meeting, with such changes, modifications, or supplements as the Authorized Officers may approve, and the execution and delivery thereof by the Authorized Officers is hereby authorized and approved.

FURTHER RESOLVED, that the Registration Rights Agreement shall provide for the following material obligations of the Company:

(a) the Company shall file a registration statement on Form S-4 (or such other applicable form) under the Securities Act with the Securities and Exchange Commission with respect to a registered offer to exchange the Notes for a new series of notes (the "Exchange Notes") having terms substantially identical in all material respects to the Notes (except that the Exchange Notes will not contain transfer restrictions or provide for additional interest), within 180 days after the closing date of the offering (i.e., on or before January 4, 2025);

(b) the Company shall use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act within 365 days after the closing date of the offering (i.e., on or before July 8, 2025);

(c) in the event that the Company fails to satisfy the foregoing registration obligations within the specified time periods, additional interest shall accrue on the Notes at the rate of 0.25% per annum for the first 90-day period following such failure, increasing to 0.50% per annum thereafter, subject to a maximum aggregate increase of 1.00% per annum; and

(d) the Registration Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Resolution 5: Authorization of the Escrow Agreement

RESOLVED, that the Company is hereby authorized to enter into an Escrow Agreement (the "Escrow Agreement") by and among the Company, Kensington Barrow & Co. (acting as Representative of the Initial Purchasers), and Fidelitas Trust Company, N.A. (acting as escrow agent), providing for the deposit of the proceeds of the offering into Escrow Account No. 7841-0293-551 maintained at Fidelitas Trust Company, N.A. and the release of such proceeds to the Company upon the satisfaction or waiver of the conditions to closing set forth in the Purchase Agreement, substantially in the form presented to the Board at this meeting, with such changes, modifications, or supplements as the Authorized Officers may approve, and the execution and delivery thereof by the Authorized Officers is hereby authorized and approved.

FURTHER RESOLVED, that pending the release of the escrowed proceeds, funds held in the escrow account shall be invested in Eligible Investments (as defined in the Escrow Agreement) consisting of direct obligations of the United States of America, money market funds rated in the highest rating category, or demand deposits at the escrow agent, at the direction of the Company.

Resolution 6: Authorization of Subsidiary Guarantees

RESOLVED, that the Company is hereby authorized and directed to cause each of the following direct and indirect subsidiaries of the Company (collectively, the "Guarantors") to unconditionally guarantee, on a joint and several basis, the full and punctual payment and performance of all of the Company's obligations under the Notes and the Indenture:

(a) Verimark Resort Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company;

(b) VHG Properties Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company;

(c) Bayshore Hotel Management LLC, a Florida limited liability company and an indirect, wholly owned subsidiary of the Company;

(d) Verimark Capital Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company; and

(e) Pinnacle Lodging Enterprises Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company.

FURTHER RESOLVED, that each such guarantee (each, a "Guarantee") shall constitute a senior unsecured obligation of the applicable Guarantor, as set forth in Article 10 of the Indenture, and shall rank pari passu in right of payment with all existing and future senior unsecured indebtedness of such Guarantor and senior in right of payment to all existing and future subordinated indebtedness of such Guarantor.

FURTHER RESOLVED, that each Guarantor is hereby authorized to execute and deliver a Guarantor Joinder Agreement and such other supplemental indentures, guarantees, and related documents as may be required to evidence and effectuate such Guarantee, substantially in the forms attached to the Indenture, with such changes, modifications, or supplements as the authorized officers of the respective Guarantors may approve.

Resolution 7: Authorization of Offering Memorandum

RESOLVED, that the preparation, finalization, distribution, and use of (i) a Preliminary Offering Memorandum (the "Preliminary Offering Memorandum"), (ii) a Final Offering Memorandum (the "Final Offering Memorandum"), and (iii) any supplements or amendments to the Preliminary Offering Memorandum or the Final Offering Memorandum, including a Pricing Term Sheet (collectively, the "Offering Memorandum"), in connection with the offering and sale of the Notes, is hereby authorized and approved.

FURTHER RESOLVED, that the Preliminary Offering Memorandum shall be distributed to prospective purchasers of the Notes on or about June 3, 2024, in connection with the investor roadshow presentations and marketing activities scheduled for the period of June 10–14, 2024, and that the Final Offering Memorandum shall be dated as of the date of execution and delivery of the Purchase Agreement.

FURTHER RESOLVED, that the offering of the Notes is being conducted as a private placement pursuant to Rule 144A and Regulation S under the Securities Act, and accordingly no registration statement is required to be filed with the Securities and Exchange Commission in connection with the initial offering and sale of the Notes, and no filing on the Commission's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") is required to be made at this time with respect to the offering.

FURTHER RESOLVED, that the Authorized Officers are hereby authorized to approve the Offering Memorandum and any supplements or amendments thereto, to authorize its distribution to prospective purchasers, and to make or authorize such changes to the Offering Memorandum as such officers may deem necessary or appropriate in consultation with the Company's legal counsel and the Initial Purchasers.

Resolution 8: Authorization of Use of Proceeds and Repayment of Existing Credit Facility

RESOLVED, that the application of the net proceeds of the offering of the Notes in the amounts and for the purposes described in the "Use of Proceeds" section of the Offering Memorandum, and as set forth in the recitals hereto, is hereby authorized and approved in all respects.

FURTHER RESOLVED, that the repayment in full of all outstanding obligations under the Existing Credit Facility (Loan No. GNB-SYN-2021-04417), including all outstanding principal, accrued and unpaid interest, the prepayment premium, and any other amounts due and owing thereunder, is hereby authorized and approved, and the Authorized Officers are hereby authorized and directed to take any and all actions and to execute and deliver any and all documents, instruments, or notices necessary or appropriate to effect such repayment, including without limitation:

(a) delivering payoff letters and irrevocable payoff instructions to Greystone National Bank, N.A., as administrative agent under the Existing Credit Facility;

(b) delivering notices of prepayment and termination to Greystone National Bank, N.A. and the lenders under the Existing Credit Facility in accordance with the terms thereof;

(c) requesting and obtaining UCC-3 termination statements with respect to all Uniform Commercial Code financing statements filed in connection with the Existing Credit Facility;

(d) requesting and obtaining full releases of all mortgages, deeds of trust, assignments of leases and rents, and other real property liens and security interests granted in connection with the Existing Credit Facility; and

(e) executing and delivering such other instruments of release, termination, and satisfaction as may be required to evidence the discharge and termination of the Existing Credit Facility and all related security interests and liens.

Resolution 9: Authorization of DTC Letter of Representations

RESOLVED, that the Company is hereby authorized to execute and deliver a Blanket Issuer Letter of Representations (the "Letter of Representations") to The Depository Trust Company ("DTC") in connection with the book-entry issuance, settlement, and clearance of the Notes through DTC's book-entry system, with Fidelitas Trust Company, N.A. acting as Trustee, Registrar, and Transfer Agent, and the Authorized Officers are hereby authorized to execute and deliver such Letter of Representations and any ancillary documents or agreements required by DTC in connection therewith.

Resolution 10: Authorization of Related Documents and Actions

RESOLVED, that the Company is hereby authorized to execute and deliver any and all certificates, instruments, agreements, notices, and other documents (collectively with the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Escrow Agreement, the Guarantor Joinder Agreements, the Offering Memorandum, the DTC Letter of Representations, and the Notes, the "Transaction Documents") as may be necessary, desirable, or appropriate to consummate the transactions contemplated by these resolutions, including, without limitation, the following:

(a) one or more Officer's Certificates of the Company, certifying as to compliance with conditions to closing and such other matters as may be required by the Transaction Documents;

(b) one or more Secretary's Certificates of the Company, certifying as to the Company's certificate of incorporation, bylaws, board resolutions, incumbency of officers, and good standing;

(c) certificates of good standing or certificates of existence from the Secretary of State of the State of Delaware and from the appropriate governmental authorities in each other state in which the Company or any Guarantor is qualified to do business;

(d) funds flow memoranda and wire transfer instructions setting forth the disbursement of proceeds on the closing date;

(e) lien release and termination request letters directed to Greystone National Bank, N.A. and each other secured party under the Existing Credit Facility;

(f) notices of prepayment and termination of the Existing Credit Facility;

(g) requests to Palladian & Howe LLP for the delivery of a customary comfort letter and any bring-down comfort letters required by the Initial Purchasers;

(h) any tax certificates, representations, or other documents required by the Trustee or the Initial Purchasers; and

(i) any other closing deliverables or ancillary documents required by or contemplated under the Transaction Documents or otherwise necessary to consummate the transactions contemplated hereby.

Resolution 11: Designation of Authorized Officers

RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer") is hereby authorized and empowered, acting singly or together, to execute and deliver, in the name and on behalf of the Company, each of the Transaction Documents and any and all related documents, instruments, certificates, notices, and agreements, and to take any and all such further actions as such Authorized Officer may deem necessary, desirable, or advisable to carry out the intent and purposes of these resolutions and to consummate the transactions contemplated hereby:

(a) Marcus J. Delano, Chief Executive Officer;

(b) Patricia R. Henning, Chief Financial Officer;

(d) Raymond T. Ochoa, Chief Operating Officer.

FURTHER RESOLVED, that any Authorized Officer is hereby authorized and empowered to approve such modifications, amendments, supplements, or waivers to any of the Transaction Documents as such Authorized Officer may determine, in his or her sole discretion and in consultation with the Company's legal counsel, to be necessary, desirable, or appropriate, provided that such modifications, amendments, supplements, or waivers are not materially adverse to the Company or the Guarantors, without the need for further action or approval by the Board of Directors. For purposes of this resolution, the execution of any Transaction Document by an Authorized Officer shall be deemed conclusive evidence that such Authorized Officer has determined that such Transaction Document, as so executed, is not materially adverse to the Company.

FURTHER RESOLVED, that any actions taken by any Authorized Officer in connection with the transactions contemplated by these resolutions prior to the date hereof are hereby ratified, confirmed, and approved in all respects.

Resolution 12: Ratification

RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company or any Guarantor in connection with the negotiation, preparation, and documentation of the transactions contemplated by these resolutions, including the engagement of Calderwood & Harkness LLP, the engagement of Kensington Barrow & Co. and the other Initial Purchasers, the engagement of Fidelitas Trust Company, N.A., the preparation of the Preliminary Offering Memorandum, the solicitation of ratings from Crestline Ratings Group and Broadmark Rating Services Inc., and the planning and scheduling of investor roadshow presentations, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

Resolution 13: General Authority

RESOLVED, that the Authorized Officers are hereby authorized and directed to pay, or cause to be paid, all fees, costs, expenses, and disbursements incurred or to be incurred in connection with the transactions contemplated by these resolutions, including, without limitation:

(a) fees and expenses of Calderwood & Harkness LLP, as issuer's counsel;

(b) fees and expenses of Whitfield, Crane & Aldrich LLP, as counsel to the Initial Purchasers, to the extent the Company has agreed to bear such fees pursuant to the Purchase Agreement;

(c) fees and expenses of Fidelitas Trust Company, N.A., as indenture trustee, registrar, paying agent, transfer agent, and escrow agent;

(d) fees and expenses of Crestline Ratings Group and Broadmark Rating Services Inc., as rating agencies;

(e) fees and expenses of Meridian Document Services Inc., as printing and filing agent;

(f) fees and expenses of Palladian & Howe LLP in connection with the delivery of comfort letters;

(g) fees of The Depository Trust Company in connection with the book-entry eligibility of the Notes; and

(h) all other fees, costs, expenses, and disbursements of any other advisors, agents, or service providers retained by the Company in connection with the transactions contemplated hereby.

Resolution 14: Effectiveness

RESOLVED, that these resolutions shall be effective immediately upon their adoption and shall remain in full force and effect until the transactions contemplated hereby are fully consummated or until these resolutions are modified, amended, or rescinded by further action of the Board of Directors of the Company.

FURTHER RESOLVED, that no resolution herein shall be construed to limit or restrict the authority of the Board of Directors to adopt such additional resolutions as the Board may deem necessary or appropriate in connection with the transactions contemplated hereby.

CLOSING AND ATTESTATION

The foregoing resolutions were duly proposed, seconded, and unanimously adopted by the Board of Directors of Verimark Hospitality Group Inc. at the special meeting of the Board held on June 14, 2024. A quorum of directors was present in person or by telephone conference throughout the entirety of the meeting, and no director voted against or abstained from any of the foregoing resolutions. The meeting was presided over by Eleanor M. Vasquez, Chairman of the Board, who directed the Secretary to record the foregoing resolutions in the minutes of the meeting and to maintain a copy thereof in the corporate records of the Company.

There being no further business to come before the meeting, the meeting was adjourned at 11:47 a.m. Eastern Time upon motion duly made, seconded, and unanimously carried.

IN WITNESS WHEREOF, the undersigned has executed this record of resolutions as of the date set forth below.

VERIMARK HOSPITALITY GROUP INC.

By: ________

Name: David K. Moretti

Title: General Counsel & Secretary

Date: June 14, 2024

SECRETARY'S CERTIFICATION

I, David K. Moretti, the duly elected, qualified, and acting Secretary of Verimark Hospitality Group Inc., a Delaware corporation (the "Company"), do hereby certify as follows:

1. I am the duly elected, qualified, and acting Secretary of the Company and have held such office continuously since my appointment thereto.

2. The foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a special meeting of the Board held on June 14, 2024, at the principal offices of the Company located at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129.

3. The meeting was duly called and held in accordance with the Company's Second Amended and Restated Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware.

4. A quorum of directors was present in person or by telephone conference and acting throughout the entirety of the meeting, and the resolutions were adopted by the unanimous vote of all directors present.

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

6. There are no provisions in the Company's Second Amended and Restated Certificate of Incorporation or Bylaws that would limit or restrict the power of the Board of Directors to adopt the foregoing resolutions.

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

________________________________________

David K. Moretti General Counsel & Secretary Verimark Hospitality Group Inc.

Date: ________

[CORPORATE SEAL]

CUSIP	ISIN
Rule 144A Notes	923847 AA 5	US923847AA52
Regulation S Notes	U92384 AA 8	USU92384AA83
Period Beginning	Redemption Price
On or after July 1, 2027	104.125%
On or after July 1, 2028	102.063%
On or after July 1, 2029	100.000%

RESOLUTIONS OF THE BOARD OF DIRECTORS OF VERIMARK HOSPITALITY GROUP INC.
Adopted at a Special Meeting of the Board of Directors Held on June 14, 2024
The undersigned, being the duly appointed Secretary of Verimark Hospitality Group Inc., a Delaware corporation (the "Company" or "VHG"), hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Company (the "Board") at a special meeting of the Board duly called and held on June 14, 2024, at 9:00 a.m. Eastern Time, at the principal offices of the Company located at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129.
The meeting was called pursuant to proper notice given to all directors in accordance with the Company's Second Amended and Restated Bylaws (the "Bylaws") and the General Corporation Law of the State of Delaware (the "DGCL"). The meeting was presided over by Eleanor M. Vasquez, Chairman of the Board, who called the meeting to order and confirmed that all directors had received proper notice of the meeting and that a quorum of directors was present in person or by telephone conference throughout the entirety of the meeting. David K. Moretti, General Counsel and Secretary of the Company, served as secretary of the meeting and recorded the minutes thereof.
The Chairman stated the purpose of the meeting, which was to consider and act upon the authorization of the Company to issue $500,000,000 in aggregate principal amount of senior notes and to approve the execution and delivery of certain related documents and agreements, all as more fully described in the materials previously distributed to the directors and the presentations to be delivered during the meeting.
RECITALS
Background of the Company
WHEREAS, Verimark Hospitality Group Inc. is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129, and its Employer Identification Number is 84-3291057;
WHEREAS, the Company's shares of common stock, par value $0.01 per share, are publicly traded on The Nasdaq Stock Market LLC under the ticker symbol "VMRK";
WHEREAS, the Company maintains its registered office in the State of Delaware at Crowne Albany Corporation, Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, Delaware 19801, which also serves as the Company's registered agent in the State of Delaware;
WHEREAS, the Company owns and operates a diversified portfolio of 47 full-service hotels and 12 resort properties located across 19 states within the United States and the U.S. Virgin Islands, comprising approximately 18,400 rooms in the aggregate, and is engaged in the business of owning, operating, managing, and developing hospitality properties primarily in the upper-upscale and luxury segments of the lodging industry;
WHEREAS, for the twelve-month period ended March 31, 2024, the Company generated total revenue of approximately $1.82 billion and Adjusted EBITDA (as defined in the Company's periodic filings with the Securities and Exchange Commission) of approximately $412 million, reflecting the continued recovery of the hospitality industry and the Company's strong operational performance following the disruptions occasioned by the COVID-19 pandemic;
Background of Existing Indebtedness
WHEREAS, the Company is party to that certain Amended and Restated Credit Agreement, dated as of March 15, 2021 (as heretofore amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Facility"), by and among the Company, as borrower, the several lenders from time to time party thereto (including Greystone National Bank, N.A., Harborview Lending Group, Cascade Federal Bank, and Meriden Commercial Finance LLC), and Greystone National Bank, N.A., as administrative agent and collateral agent for the lenders (Loan No. GNB-SYN-2021-04417);
WHEREAS, the Existing Credit Facility was originally entered into in the aggregate principal amount of $500,000,000, consisting of (i) a $300,000,000 Term Loan A facility, (ii) a $200,000,000 Term Loan B facility, and (iii) a $150,000,000 revolving credit facility, and was incurred during the COVID-19 pandemic to provide the Company with the liquidity necessary to maintain its operations and service its existing obligations through the period of severe revenue declines experienced by the hospitality industry during the calendar years 2020 and 2021;
WHEREAS, as of April 1, 2024, the aggregate outstanding principal balance under the Existing Credit Facility was $467,342,819.16, consisting of $280,142,819.16 outstanding under Term Loan A and $187,200,000.00 outstanding under Term Loan B, with no amounts drawn under the revolving credit facility;
WHEREAS, the Existing Credit Facility bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 375 basis points per annum with respect to the Term Loan A facility and SOFR plus 425 basis points per annum with respect to the Term Loan B facility, and the Existing Credit Facility matures on March 15, 2026;
WHEREAS, the Board has received information from management and the Company's financial advisors indicating that current market conditions present a favorable opportunity to refinance the Company's outstanding indebtedness under the Existing Credit Facility through the issuance of senior unsecured notes in the high-yield capital markets, thereby extending the Company's debt maturity profile, eliminating the secured liens encumbering the Company's assets under the Existing Credit Facility, and providing greater operational flexibility;
Proposed Transaction.  WHEREAS, the Board has been presented with a proposal for the Company to issue $500,000,000 in aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") in a private placement to qualified institutional buyers within the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act;
WHEREAS, the Notes will bear interest at the rate of 8.250% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2025, with interest on the Notes accruing from July 1, 2024;
WHEREAS, the Notes will mature on July 1, 2031, unless earlier redeemed or repurchased by the Company in accordance with their terms;
WHEREAS, the Notes will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured indebtedness of the Company and senior in right of payment to all existing and future subordinated indebtedness of the Company;
WHEREAS, the Notes will be issued at a price of 98.500% of par value, resulting in gross proceeds to the Company of $492,500,000 and an original issue discount of 1.500%, or $7,500,000, which original issue discount will be amortized over the term of the Notes using the effective interest method for accounting purposes;
WHEREAS, the Initial Purchasers (as defined below) will purchase the Notes at a discount of 1.750% of the aggregate principal amount of the Notes, representing initial purchasers' discount in the amount of $8,750,000, resulting in net proceeds to the Company of approximately $483,750,000 before deducting estimated offering expenses;
Use of Proceeds
WHEREAS, the net proceeds of the offering are intended to be applied as follows:
(a) repayment of all outstanding principal under the Existing Credit Facility in the amount of $467,342,819.16;
(b) payment of accrued and unpaid interest on the Existing Credit Facility through the anticipated closing date, estimated at $4,207,180.84;
(c) payment of the prepayment premium required under Section 2.11(d) of the Existing Credit Facility in connection with the prepayment in full of the term loan facilities thereunder, calculated at 0.50% of the outstanding principal balance, in the amount of $2,336,714.10;
(d) payment of transaction fees and expenses, including fees of issuer's counsel, Initial Purchasers' counsel, the trustee, rating agencies, the printing and filing agent, and miscellaneous closing costs, estimated at $6,863,285.90; and
(e) for general corporate purposes in the amount of $3,000,000.00;
for an aggregate application of net proceeds totaling $483,750,000.00;
Advisors and Parties
WHEREAS, the Company has engaged Calderwood & Harkness LLP, a nationally recognized law firm, to serve as counsel to the Company in connection with the offering and issuance of the Notes and the related transactions contemplated hereby;
WHEREAS, the Company has engaged Kensington Barrow & Co. to serve as lead left bookrunner, financial advisor, and representative of the initial purchasers in connection with the offering of the Notes;
WHEREAS, Ridgeline Capital Markets LLC will serve as joint bookrunner, and Stonebridge Marvelo Securities Inc. will serve as co-manager, in connection with the offering (collectively with Kensington Barrow & Co., the "Initial Purchasers");
WHEREAS, Whitfield, Crane & Aldrich LLP has been engaged to serve as counsel to the Initial Purchasers in connection with the offering;
WHEREAS, Fidelitas Trust Company, N.A., a national banking association with its corporate trust offices located at 100 Wall Street, Suite 1500, New York, New York 10005, will serve as indenture trustee, registrar, paying agent, transfer agent, and escrow agent in connection with the offering and the Notes;
WHEREAS, the Company's independent registered public accounting firm, Palladian & Howe LLP, will provide a customary comfort letter to the Initial Purchasers in connection with the offering, covering the financial information included in the Offering Memorandum (as defined below);
WHEREAS, Crestline Ratings Group has assigned a corporate family rating of B1 with a stable outlook to the Company and a rating of B1 (stable outlook) to the Notes, and Broadmark Rating Services Inc. has assigned a long-term issuer credit rating of B+ with a stable outlook to the Company and a rating of B+ (stable outlook) to the Notes;
Board Determination.  WHEREAS, the Board has reviewed and carefully considered the terms and conditions of the proposed offering of the Notes, including detailed presentations by management — specifically, Marcus J. Delano, Chief Executive Officer, Patricia R. Henning, Chief Financial Officer, and David K. Moretti, General Counsel and Secretary — and by representatives of Kensington Barrow & Co., the Company's financial advisor, and Calderwood & Harkness LLP, the Company's legal counsel, regarding the structure, terms, pricing, and documentation of the proposed offering, the proposed use of proceeds, the impact of the offering on the Company's capital structure, leverage, interest expense, and financial covenants, and the risks and benefits associated with the proposed transaction;
WHEREAS, the Board has determined, after careful deliberation and consideration of all relevant factors, that the issuance of the Notes, the guarantee of the Notes by the Guarantors (as defined below), and the execution and delivery of the Transaction Documents (as defined below), and the consummation of the transactions contemplated thereby, are in the best interests of the Company and its stockholders, and that the terms and conditions of the proposed offering are fair and reasonable to the Company;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Verimark Hospitality Group Inc. hereby adopts the following resolutions:
RESOLUTIONS
Resolution 1: Authorization of the Notes Offering
RESOLVED, that the issuance and sale by the Company of $500,000,000 in aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") in a private placement to qualified institutional buyers within the United States pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act, be and hereby is, authorized and approved in all respects.
FURTHER RESOLVED, that the Notes shall be issued at a price of 98.500% of their aggregate principal amount, and shall constitute senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured indebtedness of the Company.
FURTHER RESOLVED, that the Notes shall bear the following CUSIP and ISIN identifiers:
FURTHER RESOLVED, that the Notes shall bear interest at the rate of 8.250% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2025, with interest on the Notes accruing from and including July 1, 2024. The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, and shall be issued in global form registered in the name of Cede & Co., as nominee of The Depository Trust Company.
Resolution 2: Authorization of the Indenture
RESOLVED, that the Company is hereby authorized to enter into an Indenture (the "Indenture") by and among the Company, the Guarantors (as defined below), and Fidelitas Trust Company, N.A., as trustee (the "Trustee"), with its corporate trust office located at 100 Wall Street, Suite 1500, New York, New York 10005 (contact: Rebecca A. Marsden, Vice President, Corporate Trust Administration), governing the terms and conditions of the Notes, substantially in the form presented to the Board at this meeting, with such changes, modifications, or supplements as the Authorized Officers (as defined below) may approve, and the execution and delivery thereof by the Authorized Officers is hereby authorized and approved.
FURTHER RESOLVED, that the Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).
FURTHER RESOLVED, that the Indenture shall include, among others, the following material terms and provisions:
(a) Maturity. The Notes shall mature on July 1, 2031.
(b) Optional Redemption. The Notes shall be redeemable at the option of the Company, in whole or in part, at the following redemption prices (expressed as a percentage of the principal amount thereof), together with accrued and unpaid interest thereon to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on the dates set forth below:
Prior to July 1, 2027, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a "make-whole" premium calculated based on the applicable Treasury Rate plus 50 basis points, together with accrued and unpaid interest to, but excluding, the applicable redemption date.
(c) Equity Clawback. At any time and from time to time prior to July 1, 2027, the Company may redeem up to 40% of the original aggregate principal amount of the Notes (i.e., up to $200,000,000) at a redemption price equal to 108.250% of the principal amount thereof, together with accrued and unpaid interest thereon to, but excluding, the applicable redemption date, with the net cash proceeds of one or more qualifying equity offerings by the Company, provided that (i) at least 60% of the original aggregate principal amount of the Notes remains outstanding immediately after each such redemption and (ii) each such redemption occurs within 180 days of the closing date of the applicable equity offering.
(d) Change of Control. Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes shall have the right to require the Company to repurchase all or any portion of such holder's Notes at a purchase price equal to 101.000% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon to, but excluding, the date of repurchase.
(e) Fixed Charge Coverage Ratio Covenant. The Indenture shall contain an incurrence-based covenant providing that the Company shall not, and shall not permit any of its Restricted Subsidiaries to, incur any additional Indebtedness (as defined in the Indenture) unless, after giving pro forma effect to the incurrence of such Indebtedness, the Company's Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture) is not less than 2.00 to 1.00.
(f) Restricted Payments. The Indenture shall contain a restricted payments covenant limiting the Company's ability to declare or pay dividends, repurchase equity securities, or make certain other restricted payments, subject to a builder basket equal to $50,000,000, plus 50% of Consolidated Net Income (as defined in the Indenture) of the Company accrued on a cumulative basis from and after July 1, 2024 (or, if Consolidated Net Income is a deficit for any period, minus 100% of such deficit), plus certain other customary add-backs.
(g) Permitted Indebtedness. The Indenture shall include a general basket for Permitted Indebtedness in an aggregate principal amount not to exceed $75,000,000 at any time outstanding, in addition to other customary carve-outs and exceptions set forth in the Indenture.
(h) Permitted Liens. The Indenture shall include a general basket for Permitted Liens securing indebtedness in an aggregate amount not to exceed $50,000,000 at any time outstanding, in addition to other customary carve-outs and exceptions set forth in the Indenture.
(i) Asset Sales. The Indenture shall provide that, following the consummation of an Asset Sale (as defined in the Indenture), the Company or the applicable Restricted Subsidiary shall have a period of 365 days from the date of receipt of the Net Proceeds (as defined in the Indenture) of such Asset Sale to apply such Net Proceeds to (i) repay senior indebtedness, (ii) invest in additional assets useful in the Company's business, or (iii) a combination thereof, failing which the Company shall be required to make an offer to repurchase the Notes at 100% of their principal amount plus accrued and unpaid interest.
Resolution 3: Authorization of the Purchase Agreement
RESOLVED, that the Company is hereby authorized to enter into a Purchase Agreement (the "Purchase Agreement") by and among the Company, the Guarantors, and Kensington Barrow & Co. (acting as representative of the Initial Purchasers), Ridgeline Capital Markets LLC, and Stonebridge Marvelo Securities Inc. (collectively, the "Initial Purchasers"), providing for the purchase of the Notes by the Initial Purchasers at a purchase price equal to 98.500% of the aggregate principal amount of the Notes, less the initial purchasers' discount of 1.750% of the aggregate principal amount of the Notes, substantially in the form presented to the Board at this meeting, with such changes, modifications, or supplements as the Authorized Officers may approve, and the execution and delivery thereof by the Authorized Officers is hereby authorized and approved.
FURTHER RESOLVED, that the Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law), and shall contain customary representations, warranties, and covenants of the Company and the Guarantors, customary conditions to the closing of the offering, and customary indemnification and contribution provisions for the benefit of the Initial Purchasers with respect to losses arising from material misstatements or omissions in the Offering Memorandum.
Resolution 4: Authorization of the Registration Rights Agreement
RESOLVED, that the Company is hereby authorized to enter into a Registration Rights Agreement (the "Registration Rights Agreement") by and among the Company, the Guarantors, and the Initial Purchasers, to be dated as of the closing date of the offering, substantially in the form presented to the Board at this meeting, with such changes, modifications, or supplements as the Authorized Officers may approve, and the execution and delivery thereof by the Authorized Officers is hereby authorized and approved.
FURTHER RESOLVED, that the Registration Rights Agreement shall provide for the following material obligations of the Company:
(a) the Company shall file a registration statement on Form S-4 (or such other applicable form) under the Securities Act with the Securities and Exchange Commission with respect to a registered offer to exchange the Notes for a new series of notes (the "Exchange Notes") having terms substantially identical in all material respects to the Notes (except that the Exchange Notes will not contain transfer restrictions or provide for additional interest), within 180 days after the closing date of the offering (i.e., on or before January 4, 2025);
(b) the Company shall use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act within 365 days after the closing date of the offering (i.e., on or before July 8, 2025);
(c) in the event that the Company fails to satisfy the foregoing registration obligations within the specified time periods, additional interest shall accrue on the Notes at the rate of 0.25% per annum for the first 90-day period following such failure, increasing to 0.50% per annum thereafter, subject to a maximum aggregate increase of 1.00% per annum; and
(d) the Registration Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Resolution 5: Authorization of the Escrow Agreement
RESOLVED, that the Company is hereby authorized to enter into an Escrow Agreement (the "Escrow Agreement") by and among the Company, Kensington Barrow & Co. (acting as Representative of the Initial Purchasers), and Fidelitas Trust Company, N.A. (acting as escrow agent), providing for the deposit of the proceeds of the offering into Escrow Account No. 7841-0293-551 maintained at Fidelitas Trust Company, N.A. and the release of such proceeds to the Company upon the satisfaction or waiver of the conditions to closing set forth in the Purchase Agreement, substantially in the form presented to the Board at this meeting, with such changes, modifications, or supplements as the Authorized Officers may approve, and the execution and delivery thereof by the Authorized Officers is hereby authorized and approved.
FURTHER RESOLVED, that pending the release of the escrowed proceeds, funds held in the escrow account shall be invested in Eligible Investments (as defined in the Escrow Agreement) consisting of direct obligations of the United States of America, money market funds rated in the highest rating category, or demand deposits at the escrow agent, at the direction of the Company.
Resolution 6: Authorization of Subsidiary Guarantees
RESOLVED, that the Company is hereby authorized and directed to cause each of the following direct and indirect subsidiaries of the Company (collectively, the "Guarantors") to unconditionally guarantee, on a joint and several basis, the full and punctual payment and performance of all of the Company's obligations under the Notes and the Indenture:
(a) Verimark Resort Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company;
(b) VHG Properties Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company;
(c) Bayshore Hotel Management LLC, a Florida limited liability company and an indirect, wholly owned subsidiary of the Company;
(d) Verimark Capital Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company; and
(e) Pinnacle Lodging Enterprises Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company.
FURTHER RESOLVED, that each such guarantee (each, a "Guarantee") shall constitute a senior unsecured obligation of the applicable Guarantor, as set forth in Article 10 of the Indenture, and shall rank pari passu in right of payment with all existing and future senior unsecured indebtedness of such Guarantor and senior in right of payment to all existing and future subordinated indebtedness of such Guarantor.
FURTHER RESOLVED, that each Guarantor is hereby authorized to execute and deliver a Guarantor Joinder Agreement and such other supplemental indentures, guarantees, and related documents as may be required to evidence and effectuate such Guarantee, substantially in the forms attached to the Indenture, with such changes, modifications, or supplements as the authorized officers of the respective Guarantors may approve.
Resolution 7: Authorization of Offering Memorandum
RESOLVED, that the preparation, finalization, distribution, and use of (i) a Preliminary Offering Memorandum (the "Preliminary Offering Memorandum"), (ii) a Final Offering Memorandum (the "Final Offering Memorandum"), and (iii) any supplements or amendments to the Preliminary Offering Memorandum or the Final Offering Memorandum, including a Pricing Term Sheet (collectively, the "Offering Memorandum"), in connection with the offering and sale of the Notes, is hereby authorized and approved.
FURTHER RESOLVED, that the Preliminary Offering Memorandum shall be distributed to prospective purchasers of the Notes on or about June 3, 2024, in connection with the investor roadshow presentations and marketing activities scheduled for the period of June 10–14, 2024, and that the Final Offering Memorandum shall be dated as of the date of execution and delivery of the Purchase Agreement.
FURTHER RESOLVED, that the offering of the Notes is being conducted as a private placement pursuant to Rule 144A and Regulation S under the Securities Act, and accordingly no registration statement is required to be filed with the Securities and Exchange Commission in connection with the initial offering and sale of the Notes, and no filing on the Commission's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") is required to be made at this time with respect to the offering.
FURTHER RESOLVED, that the Authorized Officers are hereby authorized to approve the Offering Memorandum and any supplements or amendments thereto, to authorize its distribution to prospective purchasers, and to make or authorize such changes to the Offering Memorandum as such officers may deem necessary or appropriate in consultation with the Company's legal counsel and the Initial Purchasers.
Resolution 8: Authorization of Use of Proceeds and Repayment of Existing Credit Facility
RESOLVED, that the application of the net proceeds of the offering of the Notes in the amounts and for the purposes described in the "Use of Proceeds" section of the Offering Memorandum, and as set forth in the recitals hereto, is hereby authorized and approved in all respects.
FURTHER RESOLVED, that the repayment in full of all outstanding obligations under the Existing Credit Facility (Loan No. GNB-SYN-2021-04417), including all outstanding principal, accrued and unpaid interest, the prepayment premium, and any other amounts due and owing thereunder, is hereby authorized and approved, and the Authorized Officers are hereby authorized and directed to take any and all actions and to execute and deliver any and all documents, instruments, or notices necessary or appropriate to effect such repayment, including without limitation:
(a) delivering payoff letters and irrevocable payoff instructions to Greystone National Bank, N.A., as administrative agent under the Existing Credit Facility;
(b) delivering notices of prepayment and termination to Greystone National Bank, N.A. and the lenders under the Existing Credit Facility in accordance with the terms thereof;
(c) requesting and obtaining UCC-3 termination statements with respect to all Uniform Commercial Code financing statements filed in connection with the Existing Credit Facility;
(d) requesting and obtaining full releases of all mortgages, deeds of trust, assignments of leases and rents, and other real property liens and security interests granted in connection with the Existing Credit Facility; and
(e) executing and delivering such other instruments of release, termination, and satisfaction as may be required to evidence the discharge and termination of the Existing Credit Facility and all related security interests and liens.
Resolution 9: Authorization of DTC Letter of Representations
RESOLVED, that the Company is hereby authorized to execute and deliver a Blanket Issuer Letter of Representations (the "Letter of Representations") to The Depository Trust Company ("DTC") in connection with the book-entry issuance, settlement, and clearance of the Notes through DTC's book-entry system, with Fidelitas Trust Company, N.A. acting as Trustee, Registrar, and Transfer Agent, and the Authorized Officers are hereby authorized to execute and deliver such Letter of Representations and any ancillary documents or agreements required by DTC in connection therewith.
Resolution 10: Authorization of Related Documents and Actions
RESOLVED, that the Company is hereby authorized to execute and deliver any and all certificates, instruments, agreements, notices, and other documents (collectively with the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Escrow Agreement, the Guarantor Joinder Agreements, the Offering Memorandum, the DTC Letter of Representations, and the Notes, the "Transaction Documents") as may be necessary, desirable, or appropriate to consummate the transactions contemplated by these resolutions, including, without limitation, the following:
(a) one or more Officer's Certificates of the Company, certifying as to compliance with conditions to closing and such other matters as may be required by the Transaction Documents;
(b) one or more Secretary's Certificates of the Company, certifying as to the Company's certificate of incorporation, bylaws, board resolutions, incumbency of officers, and good standing;
(c) certificates of good standing or certificates of existence from the Secretary of State of the State of Delaware and from the appropriate governmental authorities in each other state in which the Company or any Guarantor is qualified to do business;
(d) funds flow memoranda and wire transfer instructions setting forth the disbursement of proceeds on the closing date;
(e) lien release and termination request letters directed to Greystone National Bank, N.A. and each other secured party under the Existing Credit Facility;
(f) notices of prepayment and termination of the Existing Credit Facility;
(g) requests to Palladian & Howe LLP for the delivery of a customary comfort letter and any bring-down comfort letters required by the Initial Purchasers;
(h) any tax certificates, representations, or other documents required by the Trustee or the Initial Purchasers; and
(i) any other closing deliverables or ancillary documents required by or contemplated under the Transaction Documents or otherwise necessary to consummate the transactions contemplated hereby.
Resolution 11: Designation of Authorized Officers
RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer") is hereby authorized and empowered, acting singly or together, to execute and deliver, in the name and on behalf of the Company, each of the Transaction Documents and any and all related documents, instruments, certificates, notices, and agreements, and to take any and all such further actions as such Authorized Officer may deem necessary, desirable, or advisable to carry out the intent and purposes of these resolutions and to consummate the transactions contemplated hereby:
(a) Marcus J. Delano, Chief Executive Officer;
(b) Patricia R. Henning, Chief Financial Officer;
(c) David K. Moretti, General Counsel and Secretary; and
(d) Raymond T. Ochoa, Chief Operating Officer.
FURTHER RESOLVED, that any Authorized Officer is hereby authorized and empowered to approve such modifications, amendments, supplements, or waivers to any of the Transaction Documents as such Authorized Officer may determine, in his or her sole discretion and in consultation with the Company's legal counsel, to be necessary, desirable, or appropriate, provided that such modifications, amendments, supplements, or waivers are not materially adverse to the Company or the Guarantors, without the need for further action or approval by the Board of Directors. For purposes of this resolution, the execution of any Transaction Document by an Authorized Officer shall be deemed conclusive evidence that such Authorized Officer has determined that such Transaction Document, as so executed, is not materially adverse to the Company.
FURTHER RESOLVED, that any actions taken by any Authorized Officer in connection with the transactions contemplated by these resolutions prior to the date hereof are hereby ratified, confirmed, and approved in all respects.
Resolution 12: Ratification
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company or any Guarantor in connection with the negotiation, preparation, and documentation of the transactions contemplated by these resolutions, including the engagement of Calderwood & Harkness LLP, the engagement of Kensington Barrow & Co. and the other Initial Purchasers, the engagement of Fidelitas Trust Company, N.A., the preparation of the Preliminary Offering Memorandum, the solicitation of ratings from Crestline Ratings Group and Broadmark Rating Services Inc., and the planning and scheduling of investor roadshow presentations, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
Resolution 13: General Authority
RESOLVED, that the Authorized Officers are hereby authorized and directed to pay, or cause to be paid, all fees, costs, expenses, and disbursements incurred or to be incurred in connection with the transactions contemplated by these resolutions, including, without limitation:
(a) fees and expenses of Calderwood & Harkness LLP, as issuer's counsel;
(b) fees and expenses of Whitfield, Crane & Aldrich LLP, as counsel to the Initial Purchasers, to the extent the Company has agreed to bear such fees pursuant to the Purchase Agreement;
(c) fees and expenses of Fidelitas Trust Company, N.A., as indenture trustee, registrar, paying agent, transfer agent, and escrow agent;
(d) fees and expenses of Crestline Ratings Group and Broadmark Rating Services Inc., as rating agencies;
(e) fees and expenses of Meridian Document Services Inc., as printing and filing agent;
(f) fees and expenses of Palladian & Howe LLP in connection with the delivery of comfort letters;
(g) fees of The Depository Trust Company in connection with the book-entry eligibility of the Notes; and
(h) all other fees, costs, expenses, and disbursements of any other advisors, agents, or service providers retained by the Company in connection with the transactions contemplated hereby.
Resolution 14: Effectiveness
RESOLVED, that these resolutions shall be effective immediately upon their adoption and shall remain in full force and effect until the transactions contemplated hereby are fully consummated or until these resolutions are modified, amended, or rescinded by further action of the Board of Directors of the Company.
FURTHER RESOLVED, that no resolution herein shall be construed to limit or restrict the authority of the Board of Directors to adopt such additional resolutions as the Board may deem necessary or appropriate in connection with the transactions contemplated hereby.
CLOSING AND ATTESTATION
The foregoing resolutions were duly proposed, seconded, and unanimously adopted by the Board of Directors of Verimark Hospitality Group Inc. at the special meeting of the Board held on June 14, 2024. A quorum of directors was present in person or by telephone conference throughout the entirety of the meeting, and no director voted against or abstained from any of the foregoing resolutions. The meeting was presided over by Eleanor M. Vasquez, Chairman of the Board, who directed the Secretary to record the foregoing resolutions in the minutes of the meeting and to maintain a copy thereof in the corporate records of the Company.
There being no further business to come before the meeting, the meeting was adjourned at 11:47 a.m. Eastern Time upon motion duly made, seconded, and unanimously carried.
IN WITNESS WHEREOF, the undersigned has executed this record of resolutions as of the date set forth below.
VERIMARK HOSPITALITY GROUP INC.
By: ________
Name: David K. Moretti
Title: General Counsel & Secretary
Date: June 14, 2024
SECRETARY'S CERTIFICATION
I, David K. Moretti, the duly elected, qualified, and acting Secretary of Verimark Hospitality Group Inc., a Delaware corporation (the "Company"), do hereby certify as follows:
1.  I am the duly elected, qualified, and acting Secretary of the Company and have held such office continuously since my appointment thereto.
2.  The foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a special meeting of the Board held on June 14, 2024, at the principal offices of the Company located at 2400 Brickell Bay Drive, Suite 3100, Miami, Florida 33129.
3.  The meeting was duly called and held in accordance with the Company's Second Amended and Restated Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware.
4.  A quorum of directors was present in person or by telephone conference and acting throughout the entirety of the meeting, and the resolutions were adopted by the unanimous vote of all directors present.
5.  Such resolutions have not been modified, amended, rescinded, or revoked in any respect since their adoption and remain in full force and effect as of the date hereof.
6.  There are no provisions in the Company's Second Amended and Restated Certificate of Incorporation or Bylaws that would limit or restrict the power of the Board of Directors to adopt the foregoing resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date set forth below.
________________________________________
David K. Moretti General Counsel & Secretary Verimark Hospitality Group Inc.
Date: ________
[CORPORATE SEAL]
CUSIP | ISIN
Rule 144A Notes | 923847 AA 5 | US923847AA52
Regulation S Notes | U92384 AA 8 | USU92384AA83
Period Beginning | Redemption Price
On or after July 1, 2027 | 104.125%
On or after July 1, 2028 | 102.063%
On or after July 1, 2029 | 100.000%

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

RECITALS

RESOLUTIONS

CLOSING AND ATTESTATION

VERIMARK HOSPITALITY GROUP INC.

SECRETARY'S CERTIFICATION

Record

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