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VOTING AND SUPPORT AGREEMENT

Dated as of April 25, 2022

by and between

ARDENT CAPITAL PARTNERS III LP

and

THE ELLENDER FAMILY TRUST

In connection with the Merger of CRFH Acquisition Sub, Inc. with and into Coral Reef Hospitality Group, Inc.

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of April 25, 2022, by and between Ardent Capital Partners III LP, a Delaware limited partnership ("Parent"), with its principal office at 590 Madison Avenue, 38th Floor, New York, NY 10022, and The Ellender Family Trust, a Florida irrevocable trust (the "Stockholder"), acting through its trustee, Marcus Ellender.

RECITALS

WHEREAS, Parent, CRFH Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Coral Reef Hospitality Group, Inc., a Delaware corporation (the "Company," Nasdaq: CRFH, SEC File No. 001-38742), have entered into that certain Agreement and Plan of Merger, dated as of April 25, 2022 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, in the form of a reverse triangular merger under Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), and each issued and outstanding share of common stock, par value $0.001 per share, of the Company (the "Common Stock") (other than Excluded Shares and Dissenting Shares, each as defined in the Merger Agreement) will be converted into the right to receive $4.75 per share in cash, without interest (the "Merger Consideration"), reflecting an aggregate equity value of approximately $30,000,000 based on 6,315,789 shares of Common Stock outstanding as of the date hereof;

WHEREAS, the Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of 1,155,789 shares of Common Stock (the "Existing Shares"), representing approximately 18.3% of the total issued and outstanding shares of Common Stock of the Company as of the date hereof (based on 6,315,789 shares of Common Stock outstanding as of the date hereof). Marcus Ellender serves as the sole trustee of the Ellender Family Trust and has the power and authority to bind the Trust in connection with the transactions contemplated by this Agreement. Marcus Ellender is also the Chief Executive Officer and Co-Founder, and a member of the Board of Directors, of the Company;

WHEREAS, as a condition and inducement to the willingness of Parent to enter into the Merger Agreement and to consummate the transactions contemplated thereby, Parent has required that the Stockholder enter into this Agreement with respect to the Subject Shares (as defined herein); and

WHEREAS, the Stockholder acknowledges the benefits to be derived by the Stockholder under the Merger Agreement and desires to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

ARTICLE I

DEFINITIONS

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 the earliest to occur of (a) the Effective Time (as defined in the Merger Agreement), (b) the date upon which the Merger Agreement is validly terminated in accordance with its terms, and (c) the Outside Date (as the same may be extended pursuant to the terms of the Merger Agreement, which is initially October 25, 2022).

"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of April 25, 2022, among Parent, Merger Sub, and the Company, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Merger Sub" means CRFH Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, formed on March 4, 2022, with its registered agent at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801.

"Parent" means Ardent Capital Partners III LP, a Delaware limited partnership.

"Subject Shares" means (i) the 1,155,789 shares of Common Stock of the Company owned of record or beneficially by the Stockholder as of the date hereof (the "Existing Shares"), and (ii) any additional 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, stock dividend, stock split, recapitalization, distribution, or otherwise, including any shares of Common Stock issued upon the exercise or conversion of any securities convertible into or exchangeable for Common Stock.

"Stockholder" means the Ellender Family Trust, a Florida irrevocable trust.

"Transfer" has the meaning set forth in Section 3.1 of this Agreement.

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 the stockholders of the Company, the Stockholder shall, and shall cause any holder of record of the Subject Shares to:

(a) appear at each such meeting or otherwise cause all of the Subject Shares to be counted as present thereat for purposes of calculating a quorum;

(b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares (which, as of the date hereof, consist of 1,155,789 shares of Common Stock) in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, including the reverse triangular merger of Merger Sub with and into the Company under Section 251 of the DGCL at the Merger Consideration of $4.75 per share in cash;

(c) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares in favor of any proposal to adjourn or postpone any meeting of stockholders of the Company at which any of the matters described in clause (b) above is submitted for consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held;

(d) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares against (i) any Acquisition Proposal (as defined in the Merger Agreement), Superior Proposal (as defined in the Merger Agreement), or any other alternative transaction involving the Company, or any proposal or transaction that could reasonably be expected to lead to an Acquisition Proposal, and (ii) any agreement (including any amendment of any agreement), amendment to the Company's certificate of incorporation or bylaws, or other action that is intended to, or could reasonably be expected to, in any manner impede, frustrate, prevent, nullify, or adversely affect any of the transactions contemplated by the Merger Agreement; and

(e) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares against any action, agreement, or transaction that would reasonably be expected to (i) result in a breach of any covenant, representation, or warranty of the Company contained in the Merger Agreement, (ii) result in the failure of any condition to the Closing of the Merger set forth in Article VII of the Merger Agreement to be satisfied, or (iii) otherwise impede, interfere with, delay, postpone, discourage, or adversely affect the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement.

The Stockholder acknowledges that the adoption of the Merger Agreement requires the affirmative vote of holders of a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon (i.e., at least 3,157,895 of the 6,315,789 shares of Common Stock currently outstanding). The Stockholder further acknowledges that its 1,155,789 Subject Shares represent approximately 18.3% of the outstanding shares of Common Stock and constitute a material portion of the votes needed for such approval.

The obligations of the Stockholder under this Section 2.1 shall apply whether or not the Merger, the Merger Agreement, or any of the transactions contemplated thereby are recommended by the Board of Directors of the Company or the Board of Directors of the Company changes, withholds, withdraws, qualifies, or modifies, or publicly proposes to change, withhold, withdraw, qualify, or modify, in each case in a manner adverse to Parent, its recommendation with respect to the Merger.

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 vote all of the Subject Shares, or to grant a consent or approval in respect of all of the Subject Shares, in a manner consistent with Section 2.1 of this Agreement, at any annual or special meeting of stockholders of the Company (including any adjournment, postponement, or continuation thereof) and in any action by written consent of stockholders of the Company. The Stockholder understands and acknowledges that this Proxy is coupled with an interest and is irrevocable and shall not be terminated by operation of law or upon the incapacity or death of the Stockholder or any trustee, successor trustee, or beneficiary of the Stockholder. The Proxy shall be valid and remain in full force and effect until the Expiration Date, at which time the Proxy shall automatically terminate. The Stockholder hereby represents that any and all prior proxies given by the Stockholder with respect to the Subject Shares that would be inconsistent with the Proxy are hereby revoked, and the Stockholder agrees not to grant any subsequent proxy or power of attorney with respect to any of the Subject Shares that is inconsistent with this Agreement or that would in any way limit, restrict, or interfere with the Proxy. The Stockholder hereby affirms that the Proxy is given in connection with, and as an inducement for Parent to enter into, the Merger Agreement, and that the Proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Proxy granted by the Stockholder shall be exercised by Parent only in the event that the Stockholder fails to comply with its obligations under Section 2.1 of this Agreement.

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 Agreement. The Stockholder hereby represents, warrants, and covenants that no agreement, arrangement, or understanding (whether oral or written) exists between the Stockholder and any other person with respect to the voting of the Subject Shares that would conflict with, limit, or otherwise adversely affect the Stockholder's ability to comply with this Agreement or the Proxy.

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, including any right, title, or interest in or to any of the Subject Shares (including by operation of law);

(b) deposit any Subject Shares into a voting trust or enter into any voting agreement, pooling arrangement, or similar arrangement or understanding with respect to the voting of any Subject Shares (other than this Agreement);

(c) grant any proxy, power of attorney, or other authorization in or with respect to any of the Subject Shares (other than the Proxy granted pursuant to Section 2.2 of this Agreement); or

(d) enter into any contract, option, commitment, understanding, or other arrangement or undertaking (including any derivative transaction) with respect to the direct or indirect Transfer of any Subject Shares or any interest therein, or which has the effect of transferring, in whole or in part, any of the economic consequences of ownership of any of the Subject Shares.

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 such Transfer, the transferee executes and delivers to Parent a joinder to this Agreement, in form and substance reasonably satisfactory to Parent, pursuant to which such transferee agrees to be bound by all of the terms and conditions of this Agreement as if it were the "Stockholder" hereunder, and such transferee provides to Parent any representations and certifications as Parent may reasonably request; and

(b) as required by applicable law, regulation, or valid order of a court or governmental body of competent jurisdiction; provided that the Stockholder shall provide Parent with prompt written notice of any such requirement and, to the extent legally permissible, shall cooperate with Parent to limit the scope or effect of any such required Transfer.

Any purported Transfer of Subject Shares in violation of this Article III shall be null and void ab initio, and the Company shall not, and the Stockholder shall instruct the Company not to, record any such purported Transfer on the stock transfer books of the Company or recognize any such purported Transfer for any purpose.

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 subject to all of the terms and conditions of this Agreement (including, without limitation, the voting obligations, the transfer restrictions, and the Proxy set forth herein). The Stockholder shall promptly notify Parent in writing of any such acquisition in accordance with Section 6.4 of this Agreement.

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, delivery, and performance of this Agreement by the Stockholder have been duly authorized by all necessary action on the part of the Stockholder (including pursuant to the governing instrument of the Ellender Family Trust), and no other proceedings, consents, or approvals on the part of the Stockholder or the Trust are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

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 (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions arising under this Agreement, and (iii) restrictions arising under the governing instrument of the Trust that do not prevent, restrict, or impair the Stockholder's ability to perform its obligations hereunder). The Subject Shares constitute all of the shares of Common Stock of the Company owned of record or beneficially by the Stockholder as of the date hereof. The Stockholder has the sole and unrestricted power to vote, dispose of, and agree to all of the matters set forth in this Agreement with respect to the Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable federal securities laws and the terms of the governing instrument of the Trust (which terms do not restrict the Stockholder's ability to comply with this Agreement). The Stockholder does not own, of record or beneficially, any other securities of the Company (including any options, warrants, convertible or exchangeable securities, or other rights to acquire shares of Common Stock) other than the Subject Shares.

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 federal, state, local, or foreign governmental authority binding upon the Stockholder or the Subject Shares, or (c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or to the loss of a material benefit under, any contract, agreement, note, bond, mortgage, indenture, lease, license, permit, franchise, instrument, or other arrangement or understanding to which the Stockholder is a party or by which the Stockholder or the Subject Shares are bound or affected.

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 to or affecting creditors' rights generally, and (b) general principles of equity, whether applied in a proceeding at law or in equity (the foregoing exceptions, collectively, the "Enforceability Exceptions").

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 hereunder or to consummate the transactions contemplated by this Agreement on a timely basis.

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 of the transactions contemplated hereby, except for any filing required under Section 13 or Section 16 of the Exchange Act.

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 opportunity to ask questions regarding the Merger, the Merger Agreement, and this Agreement.

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 obligations under this Agreement. The execution, delivery, and performance of this Agreement by Parent have been duly and validly authorized by all necessary limited partnership action on the part of Parent (including all necessary action by its general partner), and no other proceedings or approvals on the part of Parent or its general partner are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

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 Capital GP III LLC, its general partner, (b) violate, contravene, or conflict with any applicable law, statute, ordinance, rule, regulation, order, judgment, injunction, or decree of any federal, state, local, or foreign governmental authority binding upon Parent, or (c) result in a breach of, or constitute a default under, any material contract, agreement, or other instrument to which Parent or its general partner is a party or by which Parent or its general partner is bound or affected.

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 the Stockholder (collectively, "Stockholder Representatives") not to, directly or indirectly:

(a) solicit, initiate, knowingly encourage, knowingly facilitate, or knowingly induce any inquiries, proposals, offers, or indications of interest that constitute, or could reasonably be expected to lead to, an Acquisition Proposal;

(b) furnish or provide to any person (other than Parent, Merger Sub, or their respective representatives) any non-public or confidential information concerning the Company, its business, operations, properties, assets, liabilities, or financial condition, in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal; or

(c) enter into, continue, participate in, or otherwise engage in any discussions or negotiations with any person (other than Parent, Merger Sub, or their respective representatives) regarding an Acquisition Proposal.

Notwithstanding the foregoing, nothing in this Section 6.1 shall be deemed to limit or restrict Marcus Ellender from taking any action in his capacity as a director or officer of the Company as may be required by, or consistent with, his fiduciary duties under applicable law, including without limitation, the fiduciary duties of care and loyalty under the DGCL and applicable case law. The parties hereto acknowledge and agree that any actions taken by Marcus Ellender in his capacity as a director or officer of the Company, including participation in discussions of the Board of Directors of the Company or any committee thereof with respect to the Merger, the Merger Agreement, or any Acquisition Proposal, shall not constitute a breach by the Stockholder of this Section 6.1 or any other provision of this Agreement.

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 connection with the Merger or any of the transactions contemplated by the Merger Agreement. The Stockholder agrees not to commence, join in, or otherwise participate in (or facilitate or encourage) any claim, action, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective affiliates, successors, or assigns challenging or seeking to restrain or delay the Merger or the transactions contemplated by the Merger Agreement.

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 hereby.

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 materially delay the Stockholder's ability to perform its obligations hereunder or that would render any representation or warranty of the Stockholder contained herein untrue or inaccurate in any material respect, and (c) any notice, inquiry, or communication from any person (other than Parent, Merger Sub, or their respective representatives) relating to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to an Acquisition Proposal, in each case received by the Stockholder in its capacity as a stockholder of the Company.

ARTICLE VII

TERMINATION

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 of the Merger Agreement);

(b) the valid termination of the Merger Agreement in accordance with its terms (it being acknowledged that the Merger Agreement provides for a company termination fee of $900,000 and a reverse termination fee of $1,200,000, in each case payable under the circumstances specified therein);

(d) the mutual written agreement of the parties hereto to terminate this Agreement, which agreement shall be in writing and shall be signed by both Parent and the Stockholder.

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 liability for any willful and material breach of this Agreement occurring prior to such termination, and (b) the provisions of this Article VII and Article VIII shall survive the termination of this Agreement.

ARTICLE VIII

MISCELLANEOUS

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 by nationally recognized overnight courier on the next business day), or (c) one (1) business day after being sent by nationally recognized overnight courier (specifying next-business-day delivery), in each case, to the applicable party at the following addresses (or at such other address as such party shall have furnished to the other parties in writing in accordance with this Section 8.1):

If to Parent:

Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, NY 10022

Attention: Tomás Iglesias, Principal

Email: t.iglesias@ardentcapital.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 1301 Avenue of the Americas, 40th Floor New York, NY 10019

Attention: Harrison Wexford

Email: hwexford@calderwoodharkness.com

If to the Stockholder:

The Ellender Family Trust c/o Marcus Ellender, Trustee 2400 Bayshore Boulevard, Suite 300 Tampa, FL 33629

Email: m.ellender@coralreefhospitality.com

with a copy (which shall not constitute notice) to:

Whitfield, Crane & Sato LLP One Southeast Financial Center, Suite 4200 Miami, FL 33131

Attention: Catherine Osei

Email: cosei@whitfieldcranesato.com

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 to the subject matter hereof. There are no warranties, representations, or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein and in the Merger Agreement.

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 making such waiver. No waiver by any party of any breach or violation of, or default under, this Agreement shall be deemed to extend to any prior or subsequent breach, violation, or default hereunder, or shall affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.

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 reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.

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 effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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 declines to accept jurisdiction, the United States District Court for the District of Delaware), in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment relating thereto, and each party hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Each party hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any such court. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.

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 NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.7.

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 other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in each case without the necessity of proving actual damages or posting any bond or other security, this being in addition to any other remedy to which such party is entitled at law or in equity. Each party hereto further agrees that it will not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that (a) the other party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or in equity.

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. Any purported assignment in contravention of this Section 8.9 shall be null and void.

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 executed counterpart of this Agreement.

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 import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms "or," "any," and "either" are not exclusive. The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if." The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, statute, rule, regulation, or order defined or referred to herein means such agreement, instrument, statute, rule, regulation, or order as from time to time amended, modified, supplemented, or replaced, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. References to sections of the DGCL shall include any successor provisions thereto.

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 otherwise affect Marcus Ellender in the exercise of his fiduciary duties as an officer or director of the Company, including without limitation his ability to participate in discussions of the Board of Directors, vote as a director, take actions in his capacity as Chief Executive Officer of the Company, or exercise such other rights and obligations as may arise under applicable law in connection with his service as an officer or director of the Company. For the avoidance of doubt, no action taken by Marcus Ellender in his capacity as an officer or director of the Company shall be deemed a breach by the Stockholder of any provision of this Agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Voting and Support Agreement to be duly executed as of the date first written above.

ARDENT CAPITAL PARTNERS III LP

By: Ardent Capital GP III LLC, its General Partner

By: ________

Name: Julian Rask

Title: Co-Founder & Managing Partner

By: ________

Name: Nadia Ferrante

Title: Co-Founder & Managing Partner

Date: April 25, 2022

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

THE ELLENDER FAMILY TRUST

By: ________

Name: Marcus Ellender

Title: Trustee

Date: April 25, 2022

EXHIBIT A

SUBJECT SHARES

The following sets forth the Subject Shares owned of record and beneficially by the Stockholder as of April 25, 2022:

Additional Information:

Total shares of common stock of Coral Reef Hospitality Group, Inc. (the "Company") issued and outstanding as of April 25, 2022: 6,315,789 shares.

The Ellender Family Trust holds no options, warrants, convertible securities, or other derivative securities of the Company as of the date hereof. The Ellender Family Trust does not hold, and is not a party to, any contract, arrangement, or understanding (whether oral or written) that would give the Stockholder the right to acquire any additional shares of Common Stock or other equity securities of the Company as of the date hereof.

Stockholder	Number of Shares of Common Stock	Percentage of Outstanding Shares
The Ellender Family Trust	1,155,789	Approximately 18.3%
Detail	Information
Company Name	Coral Reef Hospitality Group, Inc.
State of Incorporation	Delaware
CUSIP Number	21874R109
Nasdaq Ticker Symbol	CRFH
SEC File Number	001-38742
Par Value of Common Stock	$0.001 per share
Total Outstanding Shares of Common Stock	6,315,789
Preferred Stock Outstanding	None

VOTING AND SUPPORT AGREEMENT
Dated as of April 25, 2022
by and between
ARDENT CAPITAL PARTNERS III LP
and
THE ELLENDER FAMILY TRUST
In connection with the Merger of CRFH Acquisition Sub, Inc. with and into Coral Reef Hospitality Group, Inc.
VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of April 25, 2022, by and between Ardent Capital Partners III LP, a Delaware limited partnership ("Parent"), with its principal office at 590 Madison Avenue, 38th Floor, New York, NY 10022, and The Ellender Family Trust, a Florida irrevocable trust (the "Stockholder"), acting through its trustee, Marcus Ellender.
RECITALS
WHEREAS, Parent, CRFH Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Coral Reef Hospitality Group, Inc., a Delaware corporation (the "Company," Nasdaq: CRFH, SEC File No. 001-38742), have entered into that certain Agreement and Plan of Merger, dated as of April 25, 2022 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, in the form of a reverse triangular merger under Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), and each issued and outstanding share of common stock, par value $0.001 per share, of the Company (the "Common Stock") (other than Excluded Shares and Dissenting Shares, each as defined in the Merger Agreement) will be converted into the right to receive $4.75 per share in cash, without interest (the "Merger Consideration"), reflecting an aggregate equity value of approximately $30,000,000 based on 6,315,789 shares of Common Stock outstanding as of the date hereof;
WHEREAS, the Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of 1,155,789 shares of Common Stock (the "Existing Shares"), representing approximately 18.3% of the total issued and outstanding shares of Common Stock of the Company as of the date hereof (based on 6,315,789 shares of Common Stock outstanding as of the date hereof). Marcus Ellender serves as the sole trustee of the Ellender Family Trust and has the power and authority to bind the Trust in connection with the transactions contemplated by this Agreement. Marcus Ellender is also the Chief Executive Officer and Co-Founder, and a member of the Board of Directors, of the Company;
WHEREAS, as a condition and inducement to the willingness of Parent to enter into the Merger Agreement and to consummate the transactions contemplated thereby, Parent has required that the Stockholder enter into this Agreement with respect to the Subject Shares (as defined herein); and
WHEREAS, the Stockholder acknowledges the benefits to be derived by the Stockholder under the Merger Agreement and desires to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
ARTICLE I
DEFINITIONS
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 the earliest to occur of (a) the Effective Time (as defined in the Merger Agreement), (b) the date upon which the Merger Agreement is validly terminated in accordance with its terms, and (c) the Outside Date (as the same may be extended pursuant to the terms of the Merger Agreement, which is initially October 25, 2022).
"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of April 25, 2022, among Parent, Merger Sub, and the Company, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Merger Sub" means CRFH Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, formed on March 4, 2022, with its registered agent at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801.
"Parent" means Ardent Capital Partners III LP, a Delaware limited partnership.
"Subject Shares" means (i) the 1,155,789 shares of Common Stock of the Company owned of record or beneficially by the Stockholder as of the date hereof (the "Existing Shares"), and (ii) any additional 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, stock dividend, stock split, recapitalization, distribution, or otherwise, including any shares of Common Stock issued upon the exercise or conversion of any securities convertible into or exchangeable for Common Stock.
"Stockholder" means the Ellender Family Trust, a Florida irrevocable trust.
"Transfer" has the meaning set forth in Section 3.1 of this Agreement.
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 the stockholders of the Company, the Stockholder shall, and shall cause any holder of record of the Subject Shares to:
(a) appear at each such meeting or otherwise cause all of the Subject Shares to be counted as present thereat for purposes of calculating a quorum;
(b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares (which, as of the date hereof, consist of 1,155,789 shares of Common Stock) in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, including the reverse triangular merger of Merger Sub with and into the Company under Section 251 of the DGCL at the Merger Consideration of $4.75 per share in cash;
(c) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares in favor of any proposal to adjourn or postpone any meeting of stockholders of the Company at which any of the matters described in clause (b) above is submitted for consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held;
(d) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares against (i) any Acquisition Proposal (as defined in the Merger Agreement), Superior Proposal (as defined in the Merger Agreement), or any other alternative transaction involving the Company, or any proposal or transaction that could reasonably be expected to lead to an Acquisition Proposal, and (ii) any agreement (including any amendment of any agreement), amendment to the Company's certificate of incorporation or bylaws, or other action that is intended to, or could reasonably be expected to, in any manner impede, frustrate, prevent, nullify, or adversely affect any of the transactions contemplated by the Merger Agreement; and
(e) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares against any action, agreement, or transaction that would reasonably be expected to (i) result in a breach of any covenant, representation, or warranty of the Company contained in the Merger Agreement, (ii) result in the failure of any condition to the Closing of the Merger set forth in Article VII of the Merger Agreement to be satisfied, or (iii) otherwise impede, interfere with, delay, postpone, discourage, or adversely affect the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement.
The Stockholder acknowledges that the adoption of the Merger Agreement requires the affirmative vote of holders of a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon (i.e., at least 3,157,895 of the 6,315,789 shares of Common Stock currently outstanding). The Stockholder further acknowledges that its 1,155,789 Subject Shares represent approximately 18.3% of the outstanding shares of Common Stock and constitute a material portion of the votes needed for such approval.
The obligations of the Stockholder under this Section 2.1 shall apply whether or not the Merger, the Merger Agreement, or any of the transactions contemplated thereby are recommended by the Board of Directors of the Company or the Board of Directors of the Company changes, withholds, withdraws, qualifies, or modifies, or publicly proposes to change, withhold, withdraw, qualify, or modify, in each case in a manner adverse to Parent, its recommendation with respect to the Merger.
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 vote all of the Subject Shares, or to grant a consent or approval in respect of all of the Subject Shares, in a manner consistent with Section 2.1 of this Agreement, at any annual or special meeting of stockholders of the Company (including any adjournment, postponement, or continuation thereof) and in any action by written consent of stockholders of the Company. The Stockholder understands and acknowledges that this Proxy is coupled with an interest and is irrevocable and shall not be terminated by operation of law or upon the incapacity or death of the Stockholder or any trustee, successor trustee, or beneficiary of the Stockholder. The Proxy shall be valid and remain in full force and effect until the Expiration Date, at which time the Proxy shall automatically terminate. The Stockholder hereby represents that any and all prior proxies given by the Stockholder with respect to the Subject Shares that would be inconsistent with the Proxy are hereby revoked, and the Stockholder agrees not to grant any subsequent proxy or power of attorney with respect to any of the Subject Shares that is inconsistent with this Agreement or that would in any way limit, restrict, or interfere with the Proxy. The Stockholder hereby affirms that the Proxy is given in connection with, and as an inducement for Parent to enter into, the Merger Agreement, and that the Proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Proxy granted by the Stockholder shall be exercised by Parent only in the event that the Stockholder fails to comply with its obligations under Section 2.1 of this Agreement.
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 Agreement. The Stockholder hereby represents, warrants, and covenants that no agreement, arrangement, or understanding (whether oral or written) exists between the Stockholder and any other person with respect to the voting of the Subject Shares that would conflict with, limit, or otherwise adversely affect the Stockholder's ability to comply with this Agreement or the Proxy.
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, including any right, title, or interest in or to any of the Subject Shares (including by operation of law);
(b) deposit any Subject Shares into a voting trust or enter into any voting agreement, pooling arrangement, or similar arrangement or understanding with respect to the voting of any Subject Shares (other than this Agreement);
(c) grant any proxy, power of attorney, or other authorization in or with respect to any of the Subject Shares (other than the Proxy granted pursuant to Section 2.2 of this Agreement); or
(d) enter into any contract, option, commitment, understanding, or other arrangement or undertaking (including any derivative transaction) with respect to the direct or indirect Transfer of any Subject Shares or any interest therein, or which has the effect of transferring, in whole or in part, any of the economic consequences of ownership of any of the Subject Shares.
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 such Transfer, the transferee executes and delivers to Parent a joinder to this Agreement, in form and substance reasonably satisfactory to Parent, pursuant to which such transferee agrees to be bound by all of the terms and conditions of this Agreement as if it were the "Stockholder" hereunder, and such transferee provides to Parent any representations and certifications as Parent may reasonably request; and
(b) as required by applicable law, regulation, or valid order of a court or governmental body of competent jurisdiction; provided that the Stockholder shall provide Parent with prompt written notice of any such requirement and, to the extent legally permissible, shall cooperate with Parent to limit the scope or effect of any such required Transfer.
Any purported Transfer of Subject Shares in violation of this Article III shall be null and void ab initio, and the Company shall not, and the Stockholder shall instruct the Company not to, record any such purported Transfer on the stock transfer books of the Company or recognize any such purported Transfer for any purpose.
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 subject to all of the terms and conditions of this Agreement (including, without limitation, the voting obligations, the transfer restrictions, and the Proxy set forth herein). The Stockholder shall promptly notify Parent in writing of any such acquisition in accordance with Section 6.4 of this Agreement.
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, delivery, and performance of this Agreement by the Stockholder have been duly authorized by all necessary action on the part of the Stockholder (including pursuant to the governing instrument of the Ellender Family Trust), and no other proceedings, consents, or approvals on the part of the Stockholder or the Trust are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
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 (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions arising under this Agreement, and (iii) restrictions arising under the governing instrument of the Trust that do not prevent, restrict, or impair the Stockholder's ability to perform its obligations hereunder). The Subject Shares constitute all of the shares of Common Stock of the Company owned of record or beneficially by the Stockholder as of the date hereof. The Stockholder has the sole and unrestricted power to vote, dispose of, and agree to all of the matters set forth in this Agreement with respect to the Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable federal securities laws and the terms of the governing instrument of the Trust (which terms do not restrict the Stockholder's ability to comply with this Agreement). The Stockholder does not own, of record or beneficially, any other securities of the Company (including any options, warrants, convertible or exchangeable securities, or other rights to acquire shares of Common Stock) other than the Subject Shares.
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 federal, state, local, or foreign governmental authority binding upon the Stockholder or the Subject Shares, or (c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or to the loss of a material benefit under, any contract, agreement, note, bond, mortgage, indenture, lease, license, permit, franchise, instrument, or other arrangement or understanding to which the Stockholder is a party or by which the Stockholder or the Subject Shares are bound or affected.
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 to or affecting creditors' rights generally, and (b) general principles of equity, whether applied in a proceeding at law or in equity (the foregoing exceptions, collectively, the "Enforceability Exceptions").
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 hereunder or to consummate the transactions contemplated by this Agreement on a timely basis.
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 of the transactions contemplated hereby, except for any filing required under Section 13 or Section 16 of the Exchange Act.
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 opportunity to ask questions regarding the Merger, the Merger Agreement, and this Agreement.
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 obligations under this Agreement. The execution, delivery, and performance of this Agreement by Parent have been duly and validly authorized by all necessary limited partnership action on the part of Parent (including all necessary action by its general partner), and no other proceedings or approvals on the part of Parent or its general partner are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
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 Capital GP III LLC, its general partner, (b) violate, contravene, or conflict with any applicable law, statute, ordinance, rule, regulation, order, judgment, injunction, or decree of any federal, state, local, or foreign governmental authority binding upon Parent, or (c) result in a breach of, or constitute a default under, any material contract, agreement, or other instrument to which Parent or its general partner is a party or by which Parent or its general partner is bound or affected.
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 the Stockholder (collectively, "Stockholder Representatives") not to, directly or indirectly:
(a) solicit, initiate, knowingly encourage, knowingly facilitate, or knowingly induce any inquiries, proposals, offers, or indications of interest that constitute, or could reasonably be expected to lead to, an Acquisition Proposal;
(b) furnish or provide to any person (other than Parent, Merger Sub, or their respective representatives) any non-public or confidential information concerning the Company, its business, operations, properties, assets, liabilities, or financial condition, in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal; or
(c) enter into, continue, participate in, or otherwise engage in any discussions or negotiations with any person (other than Parent, Merger Sub, or their respective representatives) regarding an Acquisition Proposal.
Notwithstanding the foregoing, nothing in this Section 6.1 shall be deemed to limit or restrict Marcus Ellender from taking any action in his capacity as a director or officer of the Company as may be required by, or consistent with, his fiduciary duties under applicable law, including without limitation, the fiduciary duties of care and loyalty under the DGCL and applicable case law. The parties hereto acknowledge and agree that any actions taken by Marcus Ellender in his capacity as a director or officer of the Company, including participation in discussions of the Board of Directors of the Company or any committee thereof with respect to the Merger, the Merger Agreement, or any Acquisition Proposal, shall not constitute a breach by the Stockholder of this Section 6.1 or any other provision of this Agreement.
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 connection with the Merger or any of the transactions contemplated by the Merger Agreement. The Stockholder agrees not to commence, join in, or otherwise participate in (or facilitate or encourage) any claim, action, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective affiliates, successors, or assigns challenging or seeking to restrain or delay the Merger or the transactions contemplated by the Merger Agreement.
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 hereby.
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 materially delay the Stockholder's ability to perform its obligations hereunder or that would render any representation or warranty of the Stockholder contained herein untrue or inaccurate in any material respect, and (c) any notice, inquiry, or communication from any person (other than Parent, Merger Sub, or their respective representatives) relating to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to an Acquisition Proposal, in each case received by the Stockholder in its capacity as a stockholder of the Company.
ARTICLE VII
TERMINATION
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 of the Merger Agreement);
(b) the valid termination of the Merger Agreement in accordance with its terms (it being acknowledged that the Merger Agreement provides for a company termination fee of $900,000 and a reverse termination fee of $1,200,000, in each case payable under the circumstances specified therein);
(c) the Outside Date (which is October 25, 2022, as may be extended pursuant to the terms of the Merger Agreement); and
(d) the mutual written agreement of the parties hereto to terminate this Agreement, which agreement shall be in writing and shall be signed by both Parent and the Stockholder.
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 liability for any willful and material breach of this Agreement occurring prior to such termination, and (b) the provisions of this Article VII and Article VIII shall survive the termination of this Agreement.
ARTICLE VIII
MISCELLANEOUS
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 by nationally recognized overnight courier on the next business day), or (c) one (1) business day after being sent by nationally recognized overnight courier (specifying next-business-day delivery), in each case, to the applicable party at the following addresses (or at such other address as such party shall have furnished to the other parties in writing in accordance with this Section 8.1):
If to Parent:
Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, NY 10022
Attention: Tomás Iglesias, Principal
Email: t.iglesias@ardentcapital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1301 Avenue of the Americas, 40th Floor New York, NY 10019
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
If to the Stockholder:
The Ellender Family Trust c/o Marcus Ellender, Trustee 2400 Bayshore Boulevard, Suite 300 Tampa, FL 33629
Email: m.ellender@coralreefhospitality.com
with a copy (which shall not constitute notice) to:
Whitfield, Crane & Sato LLP One Southeast Financial Center, Suite 4200 Miami, FL 33131
Attention: Catherine Osei
Email: cosei@whitfieldcranesato.com
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 to the subject matter hereof. There are no warranties, representations, or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein and in the Merger Agreement.
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 making such waiver. No waiver by any party of any breach or violation of, or default under, this Agreement shall be deemed to extend to any prior or subsequent breach, violation, or default hereunder, or shall affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.
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 reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.
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 effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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 declines to accept jurisdiction, the United States District Court for the District of Delaware), in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment relating thereto, and each party hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Each party hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any such court. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.
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 NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.7.
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 other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in each case without the necessity of proving actual damages or posting any bond or other security, this being in addition to any other remedy to which such party is entitled at law or in equity. Each party hereto further agrees that it will not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that (a) the other party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or in equity.
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. Any purported assignment in contravention of this Section 8.9 shall be null and void.
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 executed counterpart of this Agreement.
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 import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms "or," "any," and "either" are not exclusive. The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if." The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, statute, rule, regulation, or order defined or referred to herein means such agreement, instrument, statute, rule, regulation, or order as from time to time amended, modified, supplemented, or replaced, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. References to sections of the DGCL shall include any successor provisions thereto.
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 otherwise affect Marcus Ellender in the exercise of his fiduciary duties as an officer or director of the Company, including without limitation his ability to participate in discussions of the Board of Directors, vote as a director, take actions in his capacity as Chief Executive Officer of the Company, or exercise such other rights and obligations as may arise under applicable law in connection with his service as an officer or director of the Company. For the avoidance of doubt, no action taken by Marcus Ellender in his capacity as an officer or director of the Company shall be deemed a breach by the Stockholder of any provision of this Agreement.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Voting and Support Agreement to be duly executed as of the date first written above.
ARDENT CAPITAL PARTNERS III LP
By: Ardent Capital GP III LLC, its General Partner
By: ________
Name: Julian Rask
Title: Co-Founder & Managing Partner
By: ________
Name: Nadia Ferrante
Title: Co-Founder & Managing Partner
Date: April 25, 2022
SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT
THE ELLENDER FAMILY TRUST
By: ________
Name: Marcus Ellender
Title: Trustee
Date: April 25, 2022
EXHIBIT A
SUBJECT SHARES
The following sets forth the Subject Shares owned of record and beneficially by the Stockholder as of April 25, 2022:
Additional Information:
Total shares of common stock of Coral Reef Hospitality Group, Inc. (the "Company") issued and outstanding as of April 25, 2022: 6,315,789 shares.
The Ellender Family Trust holds no options, warrants, convertible securities, or other derivative securities of the Company as of the date hereof. The Ellender Family Trust does not hold, and is not a party to, any contract, arrangement, or understanding (whether oral or written) that would give the Stockholder the right to acquire any additional shares of Common Stock or other equity securities of the Company as of the date hereof.
Stockholder | Number of Shares of Common Stock | Percentage of Outstanding Shares
The Ellender Family Trust | 1,155,789 | Approximately 18.3%
Detail | Information
Company Name | Coral Reef Hospitality Group, Inc.
State of Incorporation | Delaware
CUSIP Number | 21874R109
Nasdaq Ticker Symbol | CRFH
SEC File Number | 001-38742
Par Value of Common Stock | $0.001 per share
Total Outstanding Shares of Common Stock | 6,315,789
Preferred Stock Outstanding | None

VOTING AND SUPPORT AGREEMENT

ARDENT CAPITAL PARTNERS III LP

THE ELLENDER FAMILY TRUST

VOTING AND SUPPORT AGREEMENT

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

VOTING AGREEMENT AND IRREVOCABLE PROXY

ARTICLE III

TRANSFER RESTRICTIONS

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT

ARTICLE VI

ADDITIONAL COVENANTS OF THE STOCKHOLDER

ARTICLE VII

TERMINATION

ARTICLE VIII

MISCELLANEOUS

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

ARDENT CAPITAL PARTNERS III LP

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

THE ELLENDER FAMILY TRUST

EXHIBIT A

SUBJECT SHARES

Record

Parties

Dates

Amounts