Extract to table

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

As used in this Agreement, the following terms shall have the meanings set forth below: "Company" means Coral Reef Hospitality Group, Inc

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 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, 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