Contract analysis

I. Purpose and Recommendation The purpose of this memorandum is to recommend the formal classification of Matter No. 1001-00005 (Ardent Capital Partners III LP — Proposed Take-Private Acquisition of Coral Reef Hospitality Group, Inc.) as "dormant" under the firm's matter management policies, as set forth in Calderwood & Harkness LLP's Matter Lifecycle and Administration Guidelines (Rev. January 2021). This recommenda

II. Transaction Summary A. Parties Buyer. Ardent Capital Partners III LP is a Delaware limited partnership with its principal offices at 590 Madison Avenue, 38th Floor, New York, New York 10022. The general partner of Ardent Capital Partners III LP is Ardent Capital GP III LLC, a Delaware limited liability company (EIN: 13-6291048). The managing partners of the fund are Julian Rask and Nadia Ferrante. The deal lead f

III. Chronological Summary of Key Events The following is a chronological summary of the principal events in the life of Matter No. 1001-00005, from the opening of the engagement through the date of this memorandum: February 11, 2022 — Engagement Opened. Calderwood & Harkness LLP opened Matter No. 1001-00005 and executed an engagement letter with Ardent Capital Partners III LP to represent Ardent in connection with a

IV. Failed Stockholder Vote — Detail A. Vote Results The special meeting of CRFH stockholders was held on August 2, 2022, at the offices of Coral Reef Hospitality Group, Inc. in Tampa, Florida. The sole item of business presented at the meeting was a proposal to approve the Agreement and Plan of Merger dated April 25, 2022 (the "Merger Agreement") among Ardent Capital Partners III LP, CRFH Acquisition Sub, Inc., and

V. Current Status and Open Items A. Merger Agreement Status The Merger Agreement dated April 25, 2022 remains in full force and effect as of the date of this memorandum. No termination notice has been delivered by either Ardent Capital Partners III LP or Coral Reef Hospitality Group, Inc. under any provision of the Merger Agreement. Neither party has asserted a Material Adverse Effect, a breach of representations and

VI. Fee Position and Financial Summary A. Calderwood & Harkness LLP Fee Status The following table summarizes the current fee position for Matter No. 1001-00005: The outstanding accounts receivable of $52,500 represents amounts that have been invoiced to Ardent Capital Partners III LP but remain uncollected as of the date of this memorandum. The firm's standard payment terms are net 30 days. A review of the billing r

VII. Document Preservation Obligations All matter files associated with Matter No. 1001-00005, including both electronic and physical records, must be preserved in accordance with Calderwood & Harkness LLP's document retention policies and applicable litigation hold principles. Although no litigation is currently pending or threatened in connection with this transaction, the preservation of all work product and clien

VIII. Engagement Team The following attorneys comprise the engagement team for Matter No. 1001-00005: Upon classification of this matter as dormant, team members other than the primary point of contact should be reassigned to active matters. Megan Chu will remain as the primary point of contact for any communications with the client, opposing counsel, or other parties in connection with this matter. In the event that

IX. Recommended Actions and Next Steps Based on the foregoing analysis, the following actions are recommended:

1. Client Communication. Schedule a call or send formal correspondence to Tomás Iglesias, Principal at Ardent Capital Partners III LP, to (a) formally advise him of the dormancy classification of the matter and its implications for the allocation of engagement team resources, (b) confirm that Ardent has no current direction to proceed with the transaction or to terminate the Merger Agreement, and (c) flag the approac

2. Outside Date Monitoring. Calendar the October 25, 2022 Outside Date as a critical deadline. If Ardent wishes to preserve the transaction, an extension agreement must be negotiated and executed with Coral Reef before that date. If no extension is obtained and no closing occurs, either party may have the right to terminate the Merger Agreement after October 25, 2022. The responsible partner should be notified immedi

3. Pinnacle Debt Commitment. Advise Ardent to contact Andrew Gregg, Senior Vice President, Sponsor Finance at Pinnacle Commercial Lending Corp., regarding (a) the continued status of the $10,000,000 debt commitment, (b) confirmation that all commitment fee payments are current, and (c) whether an extension of the commitment (if desired) would require renegotiation of terms or additional credit committee approval.

4. R&W Insurance Binder. Advise Ardent to contact Samuel Feng at Ridgeline Risk Advisors LLC to confirm whether the Ironwood Specialty Insurance binder (policy number ISI-RWI-2022-04892) remains in effect or has lapsed due to the passage of time. If the binder has lapsed, Ardent should be advised that a new underwriting process may be required if the transaction is revived, and that the premium and coverage terms may

5. Outstanding Accounts Receivable and Unbilled WIP. The firm's finance department should (a) follow up on the collection of the $52,500 in outstanding accounts receivable, and (b) issue a final pre-dormancy invoice for the estimated $22,500 in unbilled work-in-progress. All fees earned through the date of dormancy should be billed and collected before the matter is placed in dormant status in the billing system.

6. Periodic Client Check-In. Establish a schedule for quarterly check-in communications with Tomás Iglesias (or such other Ardent contact as may be designated) to assess whether the matter should be reactivated, the Merger Agreement has been or should be terminated, or the matter should be formally closed. The first quarterly check-in following dormancy classification should occur no later than December 15, 2022.

7. No Formal Termination. Until directed by the client, neither deliver nor respond to any termination notice under the Merger Agreement. Any incoming correspondence from Whitfield, Crane & Sato LLP on behalf of Coral Reef — including any termination notice — should be escalated immediately to Harrison Wexford and the undersigned for evaluation and client consultation before any response is provided.

X. Conclusion Based on the foregoing analysis, Matter No. 1001-00005 (Ardent Capital Partners III LP — Proposed Take-Private Acquisition of Coral Reef Hospitality Group, Inc.) is hereby recommended for classification as dormant, effective September 15, 2022. The transaction remains technically alive under the terms of the Merger Agreement dated April 25, 2022. No termination notice has been delivered by either party,