Contract analysis

1. Purpose and Summary The purpose of this letter is to formally advise Ardent Capital Partners III LP ("Ardent") that the extended Outside Date of January 25, 2023, as established under the Agreement and Plan of Merger dated April 25, 2022 (as amended by Amendment No. 1 dated October 20, 2022) (the "Merger Agreement"), among Ardent Capital Partners III LP, CRFH Acquisition Sub, Inc. ("Merger Sub"), and Coral Reef Ho

2. Background and Transaction Status 2.1 The Merger Agreement The Merger Agreement was executed on April 25, 2022, by and among Ardent Capital Partners III LP, CRFH Acquisition Sub, Inc., and Coral Reef Hospitality Group, Inc. The transaction was structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law (the "DGCL"). Under this structure, Merger Sub — a Delaware corporation i

3. Legal Consequences of the Lapse of the Outside Date 3.1 Termination Rights Under the Merger Agreement The Merger Agreement provides that either Ardent or Coral Reef has the right to terminate the agreement if the merger has not been consummated on or before the Outside Date (as extended by Amendment No. 1), provided that the terminating party's breach of the Merger Agreement was not the primary cause of the failur

4. Status of Third-Party Commitments and Agreements 4.1 Pinnacle Commercial Lending Corp. — Debt Commitment Ardent obtained a debt commitment letter (reference PCL-2022-SF-0417) from Pinnacle Commercial Lending Corp. ("Pinnacle"), dated April 8, 2022, for a $10,000,000 senior secured term loan facility to be extended to Coral Reef upon the consummation of the merger. The key terms of the commitment included an intere

5. Calderwood & Harkness Fee Position We take this opportunity to provide Ardent with an update on the status of Calderwood & Harkness's fees and expenses in connection with this matter. Current billing rates applicable to this matter are $1,250 per hour for partners and $725 per hour for associates. These rates are consistent with the terms of the engagement letter between Calderwood & Harkness and Ardent. Since the

6. Recommended Next Steps and Options for Ardent Based on the foregoing analysis, we present three courses of action for Ardent's consideration. We have set forth the key advantages and risks associated with each option and have indicated our preliminary recommendation, subject to Ardent's commercial judgment and strategic priorities. Option A: Formally Terminate the Merger Agreement Under this option, either Ardent

7. Request for Client Direction In light of the foregoing analysis, Ardent's prompt direction is requested on which of the above courses of action it wishes to pursue. If Ardent elects to pursue Option A (formal termination), Calderwood & Harkness can prepare a draft termination notice — or, if preferred, a draft mutual termination and release agreement — for Ardent's review within 48 hours of receiving direction to

8. Document Preservation Reminder As noted in the dormancy status memorandum circulated on September 15, 2022, all documents and communications related to this matter must continue to be preserved in full. This includes, without limitation, all documents and communications maintained on or through the Thackeray Solutions virtual data room established for the transaction (Project Trident), as well as all internal and