Contract analysis

1. Scope of Representation Calderwood & Harkness will represent Ardent Capital as the prospective buyer in connection with the proposed acquisition of all outstanding shares of common stock of Coral Reef Hospitality Group, Inc. through a take-private transaction. Coral Reef is a micro-cap operator of boutique resort properties across the southeastern United States and the Caribbean, headquartered at 2400 Bayshore Bou

2. Engagement Team The following attorneys will comprise the core engagement team assigned to this matter: Responsible Partner: Harrison Wexford, Partner, Mergers & Acquisitions Practice Group. Mr. Wexford will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner. Mr. Wexford brings extensive experience advising private equity sponsors in public company acquisi

3. Client Identification The Client for purposes of this engagement is Ardent Capital Partners III LP, a Delaware limited partnership (EIN: 13-6291054), and not any of its affiliates, general partner (Ardent Capital GP III LLC), limited partners, fund investors, portfolio companies, management companies, or any individual associated therewith, unless separately agreed in writing by the Firm and such entity or individ

4. Billing Arrangements 4.1 Hourly Rates Professional services rendered in connection with this engagement will be billed on an hourly basis at the following standard hourly rates for attorneys assigned to this matter: Rates for paralegals, paraprofessional staff, and other legal support personnel, if utilized in connection with the engagement, will be billed at the Firm's customary rates, which currently range from

5. Confidentiality Calderwood & Harkness LLP will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, in accordance with the Firm's ethical obligations under the New York Rules of Professional Conduct and applicable law. All communications between the Firm and the Client, and all materials prepared by the Firm in connection with the engagement, sh

6. Conflicts of Interest Prior to accepting this engagement, the Firm conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct. Based on the results of that conflicts check, we are not aware of any current conflict of interest that would prevent the Firm from undertaking this engagement. The Client acknowledges that Calderwood & Harkness LLP is a large, m

7. Document Retention Upon the conclusion or termination of this engagement, the Firm will retain client files and documents (including electronic files) in accordance with the Firm's standard document retention policies, as may be amended from time to time. The Firm's current retention period for closed matter files is ten (10) years from the date of the conclusion or termination of the engagement, unless a longer r

8. Limitation of Liability The Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based in contract, tort (including negligence), strict liability, or any other theory, shall not exceed the total amount of professional fees actually paid by the Client to the Firm for services rendered under this Engagement Letter. This limitation shall not apply in cases involving t

9. Termination of Engagement Either the Client or the Firm may terminate this engagement at any time, with or without cause, upon written notice delivered to the other party. In the case of termination by the Firm, such termination will be effected in compliance with the Firm's ethical obligations under the New York Rules of Professional Conduct, including the obligations to provide reasonable notice, to allow reason

10. Governing Law and Dispute Resolution This Engagement Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the engagement contemplated herein, or the breach, termination, or validity hereof, shall be resolved by final a

11. Miscellaneous This Engagement Letter constitutes the entire agreement between the parties with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, relating to the subject matter hereof. No provision of this Letter shall be deemed waived, amended, or modified except by a writing