Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Company" means Coral Reef Hospitality Group, Inc., a Delaware corporation, with its headquarters located at 2400 Bayshore Boulevard, Suite 300, Tampa, FL 33629, and its registered agent located at Prestige Corporate Services LLC, 850 New Burton Road, Suite 201, Dover, DE 19904. "Expiration Date" means t

ARTICLE II VOTING AGREEMENT AND IRREVOCABLE PROXY

Section 2.1 Agreement to Vote in Favor. During the period commencing on the date hereof and continuing until the Expiration Date, the Stockholder irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, however called (including any adjournment, postponement, or continuation thereof), and in connection with any action proposed to be taken by written consent of

Section 2.2 Irrevocable Proxy. Concurrently with the execution and delivery of this Agreement, the Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee of Parent, and each of them individually, as the Stockholder's attorney-in-fact and proxy (the "Proxy"), with full power of substitution and resubstitution, for and in the name, place, and stead of the Stockholder, to vot

Section 2.3 No Inconsistent Agreements. The Stockholder hereby covenants and agrees that, during the period from the date hereof until the Expiration Date, the Stockholder shall not enter into any voting agreement, voting trust, or similar arrangement, or grant any proxy, consent, or power of attorney with respect to any of the Subject Shares, that is inconsistent with the Stockholder's obligations under this Agreeme

ARTICLE III TRANSFER RESTRICTIONS

Section 3.1 Restriction on Transfer. From the date hereof until the Expiration Date, except as expressly provided in Section 3.2, the Stockholder shall not, directly or indirectly: (a) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate, gift, create a security interest in, or otherwise dispose of (each, a "Transfer") any of the Subject Shares or any interest therein, includi

Section 3.2 Permitted Transfers. Notwithstanding the restrictions set forth in Section 3.1, the Stockholder may Transfer Subject Shares: (a) to any beneficiary of the Ellender Family Trust or to any other trust for the benefit of immediate family members of Marcus Ellender (including his spouse, children, and grandchildren); provided, however, that any such Transfer shall be permitted only if, as a precondition to su

Section 3.3 Additional Shares. The Stockholder agrees that any shares of Common Stock of the Company acquired by the Stockholder after the date hereof and prior to the Expiration Date, whether by purchase, conversion, exercise of options or warrants, dividend, distribution, recapitalization, reclassification, or otherwise, shall automatically become Subject Shares for all purposes of this Agreement, and shall be subj

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER The Stockholder hereby represents and warrants to Parent as follows:

Section 4.1 Organization and Authority. The Ellender Family Trust is a valid and existing irrevocable trust duly formed and validly existing under the laws of the State of Florida. Marcus Ellender is the duly appointed sole trustee of the Ellender Family Trust and has full power, authority, and legal capacity to execute and deliver this Agreement and to perform his and the Trust's obligations hereunder. The execution

Section 4.2 Ownership of Subject Shares. The Stockholder is the record and beneficial owner of 1,155,789 shares of Common Stock of the Company as of the date hereof. The Subject Shares are owned by the Stockholder free and clear of all liens, pledges, claims, encumbrances, security interests, options, charges, restrictions, rights of first refusal, preemptive rights, or limitations of any kind whatsoever (other than

Section 4.3 No Conflicts. The execution, delivery, and performance of this Agreement by the Stockholder, and the consummation of the transactions contemplated hereby, do not and will not (a) violate or conflict with the governing instrument of the Ellender Family Trust, (b) violate, contravene, or conflict with any applicable law, statute, ordinance, rule, regulation, order, judgment, injunction, or decree of any fed

Section 4.4 Binding Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the effects of (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws now or hereinafter in effect relating

Section 4.5 No Litigation. There is no action, suit, claim, proceeding, arbitration, mediation, or investigation pending or, to the knowledge of the Stockholder, threatened against the Stockholder or affecting any of the Subject Shares before or by any court, arbitrator, or other governmental authority that could reasonably be expected to impair or adversely affect the Stockholder's ability to perform its obligations

Section 4.6 Consents and Approvals. No consent, approval, license, permit, order, waiver, or authorization of, or registration, declaration, notice, or filing with, any governmental authority or any third party is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery, and performance by the Stockholder of this Agreement or the consummation by the Stockholder

Section 4.7 Reliance. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement, and the Stockholder's representations, warranties, covenants, and agreements contained herein. The Stockholder has had the opportunity to review the Merger Agreement and this Agreement with independent counsel and has had the

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

Section 5.1 Organization and Authority. Parent is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of Parent is Ardent Capital GP III LLC, a Delaware limited liability company (EIN: 13-6291048). Parent, through its general partner, has all necessary limited partnership power and authority to execute, deliver, and perform its obli

Section 5.2 Binding Agreement. This Agreement has been duly authorized, executed, and delivered by Parent and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions.

Section 5.3 No Conflicts. The execution, delivery, and performance of this Agreement by Parent, and the consummation of the transactions contemplated hereby, do not and will not (a) violate or conflict with the certificate of limited partnership, limited partnership agreement, or other organizational documents of Parent, or the certificate of formation, operating agreement, or other organizational documents of Ardent

ARTICLE VI ADDITIONAL COVENANTS OF THE STOCKHOLDER

Section 6.1 No Solicitation. During the period from the date hereof until the Expiration Date, the Stockholder, in its capacity as a stockholder of the Company (and not, for the avoidance of doubt, in any capacity as an officer or director of the Company), shall not, and shall cause its affiliates (as such term is used in the Trust context), agents, representatives, advisors, and any other persons acting on behalf of

Section 6.2 Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, perfect, or assert (or permit to be exercised, perfected, or asserted on the Stockholder's behalf), any rights of appraisal, rights to dissent, or similar rights that the Stockholder may have under Section 262 of the DGCL or otherwise with respect to any of the Subject Shares in connectio

Section 6.3 Further Assurances. From time to time, the Stockholder shall execute and deliver, or cause to be executed and delivered, such additional or further documents, instruments, conveyances, and assurances, and shall take or cause to be taken such further acts, as Parent may reasonably request in order to carry out the intent and purposes of this Agreement and to give effect to the transactions contemplated her

Section 6.4 Notification. The Stockholder shall promptly (and in any event within two (2) business days) notify Parent in writing of (a) any new shares of Common Stock or other equity securities of the Company acquired by the Stockholder after the date hereof, specifying the number and type of securities so acquired and the manner of acquisition, (b) any development that would reasonably be expected to prevent or mat

Section 7.1 Termination. This Agreement shall automatically terminate, without any notice or other action by any party hereto, upon the earliest to occur of: (a) the Effective Time of the Merger (at which point the obligations of the Stockholder under this Agreement shall have been fully performed and the Subject Shares shall be converted into the right to receive the Merger Consideration in accordance with the terms

Section 7.2 Effect of Termination. Upon the termination of this Agreement in accordance with Section 7.1, this Agreement shall forthwith become void and be of no further force or effect (including the Proxy granted pursuant to Section 2.2), and no party hereto shall have any further obligation, liability, or responsibility hereunder; provided, however, that (a) nothing in this Section 7.2 shall relieve any party from

Section 8.1 Notices. All notices, requests, claims, demands, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by electronic mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party, and a copy is sent

Section 8.2 Entire Agreement. This Agreement, together with the Merger Agreement and the other agreements and documents referred to herein and therein, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, warranties, negotiations, and discussions, whether oral or written, among the parties with respect

Section 8.3 Amendment; Waiver. No amendment, modification, or supplement of any provision of this Agreement shall be valid or effective unless made in writing and signed by each of the parties hereto. No waiver by any party of any default, breach, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the party makin

Section 8.4 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially

Section 8.5 Governing Law. This Agreement, and all claims, causes of action, or proceedings (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effe

Section 8.6 Jurisdiction; Venue. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any action, suit, or proceeding, the Superior Court of the State of Delaware, or if the Superior Court of the State of Delaware

Section 8.7 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF. EACH PARTY HERETO (A) CERTIFIES THAT

Section 8.8 Specific Performance. The parties hereto agree that irreparable damage would occur, and that the parties hereto would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party hereto shall be entitled to an injunction or injunctions, specific performance, or o

Section 8.9 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party hereto.

Section 8.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person (including, without limitation, the Company) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission (including portable document format (.pdf)) shall be as effective as delivery of a manually e

Section 8.12 Expenses. Except as otherwise expressly provided herein, each party hereto shall bear its own costs and expenses (including attorneys' fees and expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.

Section 8.13 Interpretation. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The words "hereof," "herein," and "hereunder" and words of similar i

Section 8.14 Capacity of Stockholder. The parties hereto acknowledge and agree that Marcus Ellender is entering into this Agreement solely in his capacity as the trustee of the Ellender Family Trust and not in his individual capacity or in his capacity as Chief Executive Officer, Co-Founder, or a member of the Board of Directors of the Company. Nothing in this Agreement shall be construed to limit, restrict, or other