Extract to table

3% of the outstanding shares), has entered into a Voting and Support Agreement with Parent dated as of the date hereof (the "Voting and Support Agreement"), and (c) the Parties are entering into an Escrow Agreement (reference CTC-ESC-2022-1173) with Commonwealth Trust Company as escrow agent (the "Escrow Agreement"); WHEREAS, the Parties desire to make certain representations, warranties, covenants, and agreements in connection with the Merger and the other transactions contemplated by this Agreement and to prescribe certain conditions to the Merger; and WHEREAS, it is intended that the Merger shall be treated as a merger governed by Section 251 of the Delaware General Corporation Law (the "DGCL") for purposes of Delaware law

"Company Material Adverse Effect" (or "MAE") means any fact, event, change, effect, development, condition, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, financial condition, assets, liabilities, or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated hereby; provided, that, with respect to clause (a), none of the following, alone or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) changes in general economic, financial, credit, or securities market conditions, including changes in prevailing interest rates, exchange rates, commodity prices, or equity prices; (ii) changes in the hospitality, resort, or leisure industries generally, including changes in travel patterns, consumer preferences, or occupancy rates affecting the industry as a whole; (iii) changes in applicable Law (including any public health order or directive) or changes in GAAP or other applicable accounting standards (or interpretations thereof); (iv) acts of war (whether or not declared), military action, sabotage, terrorism, cyberattacks, natural disasters, epidemics, pandemics (including COVID-19 and its variants and mutations, and any actions taken by any Governmental Authority in response thereto), weather events, or other force majeure events; (v) the public announcement or known pendency of the Merger or any of the other transactions contemplated by this Agreement, including any impact on relationships with customers, suppliers, employees, labor organizations, financing sources, or other business partners (provided that this exception shall not apply to any representation or warranty in Section 4

exceeding $1,020,000 based on LTM EBITDA of $5,100,000 for the fiscal year ended December 31, 2021) shall constitute a Company Material Adverse Effect for purposes of this Agreement

3 — Interpretation Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement: (a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement

(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation

" (c) The words "hereof," "herein," "hereby," "herewith," "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