1001-00005 · Ardent Capital Partners · Engagement

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CALDERWOOD & HARKNESS LLP Counselors at Law

1301 Avenue of the Americas, 40th Floor New York, New York 10019

Telephone: (212) 556-8000 Facsimile: (212) 556-8001 www.calderwoodharkness.com

February 11, 2022

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

Mr. Tomás Iglesias Principal Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, New York 10022

Re: Engagement of Calderwood & Harkness LLP — Proposed Take-Private Acquisition of Coral Reef Hospitality Group, Inc. Matter Number: 1001-00005

Dear Mr. Iglesias:

We are pleased to present this engagement letter (this "Letter" or "Engagement Letter") to confirm the engagement of Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") by Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital" or the "Client"), to serve as legal counsel in connection with the proposed take-private acquisition (the "Transaction") of Coral Reef Hospitality Group, Inc. ("Coral Reef" or "CRFH"), a Delaware corporation whose shares of common stock are listed on the Nasdaq Capital Market under the ticker symbol "CRFH." This Letter sets forth the terms and conditions governing our representation of the Client in connection with this matter. We ask that you review this Letter carefully and, if you are in agreement with the terms described herein, execute and return a copy to our office at your earliest convenience.

This engagement shall be deemed effective as of the date of this Letter upon execution by the Client in the space provided below, and shall remain in effect until terminated by either party in accordance with Section 10 hereof or upon the earlier completion of the Transaction and all matters reasonably incident thereto.

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 Boulevard, Suite 300, Tampa, Florida 33629. Based on our preliminary discussions with the Client's deal team, the Transaction is currently contemplated to be structured as a reverse triangular merger effected pursuant to the Delaware General Corporation Law (Title 8 of the Delaware Code), whereby a newly formed, wholly owned subsidiary of Ardent Capital (or an affiliated acquisition vehicle designated by Ardent Capital) would merge with and into Coral Reef, with Coral Reef surviving the merger as a wholly owned subsidiary of the Client.

The scope of our representation includes, but is not limited to, the following:

(a) Transaction Documentation. Negotiation, drafting, and review of all definitive transaction documentation, including the Agreement and Plan of Merger (the "Merger Agreement"), and all ancillary agreements and related instruments, including without limitation any voting and support agreements, escrow agreements, limited guarantees, equity commitment letters, rollover agreements, non-competition and non-solicitation agreements, transition services agreements, and any other documents reasonably necessary or appropriate in connection with the consummation of the Transaction.

(b) Entity Formation. Formation and organization of any acquisition subsidiary, merger subsidiary, special purpose vehicle, or other entity needed to effectuate the contemplated transaction structure, including the preparation and filing of certificates of formation, certificates of incorporation, limited liability company agreements, bylaws, and related organizational documents.

(c) Due Diligence. Comprehensive due diligence review of the target company's legal, corporate, contractual, regulatory, litigation, real property, employment, environmental, tax, insurance, and intellectual property matters, including the preparation and management of due diligence request lists, coordination with the Client's financial and operational advisors, and the preparation of due diligence memoranda and summaries for the Client's deal team.

(d) Financing Documentation. Review and negotiation of debt commitment letters, fee letters, and related financing documentation in coordination with the Client's lender(s) and their counsel, as well as coordination of the conditions and covenants in the financing documentation with the corresponding provisions of the Merger Agreement to ensure alignment of the financing and transaction closing conditions.

(e) Representations and Warranties Insurance. Review, negotiation, and coordination of representations and warranties insurance ("RWI") matters, including engagement of the RWI broker, review and negotiation of the RWI policy terms, and coordination with the insurer's underwriting process.

(f) Regulatory Filings. Preparation, review, and filing of all required regulatory filings in connection with the Transaction, including any filings required under the Securities Exchange Act of 1934, as amended (including, without limitation, Schedule 13E-3, the proxy statement or information statement related to the solicitation of stockholder approval, and any amendments thereto), and any applicable premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to the extent such filings are required based on the transaction value and the applicable filing thresholds, as well as any other federal, state, or foreign regulatory filings that may be necessary or advisable in connection with the Transaction.

(g) Corporate Governance and Stockholder Approval. Advice on stockholder approval requirements, including the requisite vote for approval of the merger under the Delaware General Corporation Law and Coral Reef's certificate of incorporation and bylaws, appraisal rights and related notice requirements under Section 262 of the DGCL, and other corporate governance considerations related to the Transaction, including fiduciary duty matters applicable to Coral Reef's board of directors and any special committee thereof.

(h) Delisting and Deregistration. Advice on the procedures for delisting the shares of common stock of Coral Reef from the Nasdaq Capital Market and the deregistration of Coral Reef's securities under the Securities Exchange Act of 1934, as amended, including the filing of Form 25 and Form 15, in each case to be effected following the closing of the Transaction.

(i) Third-Party Coordination. Coordination with Coral Reef's legal counsel and financial advisors, as well as any other third-party advisors engaged by the Client or by Coral Reef in connection with the Transaction, as appropriate and as directed by the Client.

(j) General Transactional Advice. General legal advice in connection with the foregoing Transaction and all matters reasonably incident thereto.

The scope of this engagement is limited to the Transaction as described above. Our representation does not extend to any matters outside the scope of the Transaction, including without limitation any tax planning or tax return preparation, any employment-related litigation, any regulatory investigations unrelated to the Transaction, or any post-closing operational matters of the surviving entity (except for delisting and deregistration as described above). Any expansion of the scope of our representation, or any engagement of Calderwood & Harkness to represent the Client or any of its affiliates in any matter other than the Transaction, shall be documented in a supplemental engagement letter or written amendment to this Letter, executed by both parties.

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 acquisitions, take-private transactions, and leveraged buyouts, and will be responsible for overall strategic direction and quality control for the representation.

Billing Partner: Beatrice Holloway, Partner, Mergers & Acquisitions Practice Group. Ms. Holloway will oversee billing, budgeting, and financial administration for this matter. Ms. Holloway will be available to discuss any questions or concerns regarding invoicing, fee arrangements, or the financial aspects of the engagement.

Lead Associate: Megan Chu, Associate, Mergers & Acquisitions Practice Group. Ms. Chu will serve as the day-to-day lead associate for the engagement and will be the primary point of contact for the Client's deal team for all substantive and logistical matters arising in connection with the Transaction. Ms. Chu will be responsible for coordinating the efforts of the working team, managing the due diligence process, and overseeing the drafting and negotiation of transaction documents.

Working Associate: Derek Okonkwo, Associate, Mergers & Acquisitions Practice Group. Mr. Okonkwo will support the engagement by assisting with due diligence, document drafting, legal research, and other tasks as assigned by Mr. Wexford, Ms. Holloway, and Ms. Chu.

The Firm may, from time to time, assign additional attorneys, paralegals, or other paraprofessional or legal support staff to the engagement as the needs of the Transaction require. We will endeavor to staff the matter efficiently and in a manner that is responsive to the Client's needs. The Client will be informed of any material changes to the core engagement team described above, including any change in the Responsible Partner or Lead Associate.

The Client's primary point of contact for the purposes of this engagement is Tomás Iglesias, Principal, Ardent Capital Partners III LP. All material communications, strategic decisions, and instructions should be directed to and confirmed by Mr. Iglesias, unless the Client notifies us otherwise in writing. We understand that other members of the Client's deal team may also communicate directly with our team on day-to-day matters, and we welcome such communication.

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 individual. This limitation on the identity of the Client is important for purposes of conflicts of interest analysis, privilege considerations, and the allocation of rights and responsibilities under this Letter.

Notwithstanding the foregoing, if any acquisition subsidiary, merger subsidiary, or other special purpose vehicle is formed in connection with the Transaction (for example, a wholly owned merger subsidiary to be used in the reverse triangular merger structure), our representation of such entity shall be deemed to be within the scope of this engagement and shall not require a separate engagement letter, provided that such entity is and remains wholly owned, directly or indirectly, by the Client. In the event that any such entity ceases to be wholly owned by the Client or is proposed to have any equity ownership or governance participation from parties other than the Client, a separate engagement letter or amendment to this Letter will be required.

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 $250.00 to $450.00 per hour depending on the experience level and nature of the services rendered.

The rates set forth above are the Firm's standard rates effective as of January 1, 2022. These rates are subject to periodic adjustment, which typically occurs annually at the beginning of each calendar year. The Client will be notified of any rate changes in advance, and any adjusted rates will apply to services rendered on or after the effective date of such adjustment. In the event that the engagement extends beyond December 31, 2022, the rates applicable for services rendered in subsequent calendar years will be the Firm's then-current standard rates as communicated to the Client.

4.2 Expenses and Disbursements

In addition to fees for professional services, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following:

• Filing fees (including SEC filing fees, state filing fees, and any antitrust filing fees);

• Travel expenses (including airfare, ground transportation, lodging, and meals) reasonably incurred in connection with the Transaction;

• Messenger, courier, and overnight delivery charges;

• Database access and electronic legal research charges (including Westmark Data Systems, Sundial Solutions, and similar services);

• Document reproduction, printing, and binding costs;

• Third-party vendor fees (including fees for outside copying services, data room providers, process agents, and similar vendors); and

• Long-distance telephone and teleconference charges.

All expenses will be billed at the Firm's actual cost, without markup. For travel expenses exceeding $2,500 in the aggregate for any single trip, the Firm will obtain the Client's prior approval before incurring such expenses, to the extent practicable under the circumstances.

4.3 Invoicing and Payment

Invoices for professional fees and expenses will be rendered monthly, in arrears, and will reflect the fees and disbursements incurred during the immediately preceding calendar month. Each invoice will include a reasonably detailed description of the services rendered and expenses incurred, including the identity of the timekeeper, the date of service, a narrative description of the work performed, and the time expended.

Invoices are due and payable within thirty (30) days of the date of the invoice. The Firm reserves the right to charge interest on past-due balances at a rate of 1.0% per month (equivalent to 12% per annum), or the maximum rate permitted by applicable law, whichever is less, calculated from the date the payment was due until the date payment is received.

Payments should be made by wire transfer to Calderwood & Harkness LLP's designated trust or operating account, the details of which will be provided with the first invoice. The Client may also make payment by check, although wire transfer is strongly preferred for amounts in excess of $10,000. Any questions regarding invoicing or payment should be directed to Beatrice Holloway.

4.4 Retainer. No retainer or advance payment of fees is required at the commencement of this engagement. The Firm reserves the right to request a retainer or advance payment in the event that the matter significantly expands in scope beyond what is currently contemplated, or if payment obligations become materially past due (defined, for purposes of this provision, as any balance remaining unpaid more than sixty (60) days after the date of the applicable invoice). Any retainer received will be applied against future invoices and any unused portion will be refunded to the Client upon conclusion or termination of the engagement.

4.5 Fee Estimates

Any fee estimates, budgets, or cost projections provided by the Firm, whether orally or in writing, are non-binding projections offered solely for planning purposes and do not represent a cap, fixed fee, or guarantee of the total cost of the engagement. Actual fees and expenses will depend on a number of factors that cannot be predicted with certainty at the outset of the engagement, including the complexity of the Transaction, the duration and pace of negotiations, the scope and findings of due diligence, the number and nature of regulatory filings required, the extent of counterparty negotiations, and other circumstances that may arise during the course of the representation. The Firm will endeavor to keep the Client informed of the status of fees and expenses on an ongoing basis and will promptly notify the Client if we anticipate that total fees will materially exceed any budget or estimate previously communicated.

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, shall be protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by law.

The Firm will implement and maintain appropriate administrative, physical, and technical safeguards to protect the confidentiality of information received from or on behalf of the Client, consistent with the Firm's information security policies and applicable professional standards. Members of the engagement team, as well as any Firm personnel who have access to Client information, are bound by the Firm's confidentiality obligations and professional ethical duties.

The Client acknowledges that, in connection with the Transaction, certain confidential information may need to be disclosed to third parties, including Coral Reef and its counsel, the Client's financing sources and their counsel, regulatory authorities (including the SEC and, if applicable, antitrust regulators), representations and warranties insurance carriers and brokers, escrow agents, and other parties whose involvement is necessary or advisable to effectuate the purposes of the engagement. The Client hereby authorizes the Firm to make such disclosures as are reasonably necessary in connection with the Transaction, subject to any applicable confidentiality agreements or protective orders. The Firm will use commercially reasonable efforts to limit such disclosures to the extent practicable.

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, multi-practice law firm that represents numerous clients across a wide range of industries, including clients in the private equity, hospitality, financial services, real estate, and related sectors. It is possible, and indeed likely, that the Firm currently represents, or may in the future represent, other clients in matters unrelated to this Transaction that may involve parties to, participants in, or entities otherwise connected to the Transaction or its participants. Such representations will not be deemed to create a conflict of interest so long as they are unrelated to the Transaction and do not adversely affect the Client's interests in this matter.

In the event that an actual conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client and will take all steps required by applicable ethical rules to address the conflict, which may include seeking the Client's informed written consent to continued representation, implementing appropriate ethical screens or other protective measures within the Firm, or, if the conflict cannot be resolved, withdrawing from this engagement or the conflicting matter, as may be required by the circumstances and applicable professional responsibility rules.

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 retention period is required by applicable law or professional regulations.

Original documents provided to the Firm by the Client in connection with the engagement will be returned to the Client upon written request. The Firm will use reasonable efforts to return such documents promptly following receipt of the Client's request.

The Firm may retain copies (including electronic copies) of all work product, correspondence, memoranda, and other engagement files in accordance with applicable professional and regulatory requirements, including for purposes of complying with the Firm's professional liability insurance obligations and any applicable record-keeping requirements.

After the expiration of the applicable retention period, files and documents may be destroyed by the Firm without further notice to the Client, unless the Client has submitted a written request for the return or preservation of such files prior to the expiration of the retention period. The Client is encouraged to request the return of any materials it wishes to retain at or promptly following the conclusion or termination of the engagement.

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 the Firm's willful misconduct or gross negligence.

In no event shall either party be liable to the other for any consequential, incidental, indirect, special, exemplary, or punitive damages arising out of or related to this engagement, regardless of whether such damages were foreseeable or whether the party against whom damages are sought was advised of the possibility of such damages. This limitation applies to, without limitation, lost profits, loss of business opportunity, loss of data, and loss of goodwill.

The limitations set forth in this Section 8 shall survive the conclusion or termination of this engagement.

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 reasonable time for the Client to retain successor counsel, and to avoid material prejudice to the Client's interests.

Upon termination of the engagement (whether by the Client, by the Firm, or upon the natural conclusion of the matter), the Client will remain responsible for the payment of all professional fees and expenses incurred through the effective date of termination. Any outstanding invoices shall become due and payable immediately upon termination, and the Firm's rights with respect to interest on past-due balances as described in Section 4.3 shall remain in full force and effect.

The Firm's obligations upon termination shall include taking all steps reasonably necessary to protect the Client's interests, including, without limitation, returning client materials, providing copies of material work product, cooperating in the orderly transition of the matter to successor counsel, and complying with any applicable court orders or regulatory requirements. The Firm's obligation to cooperate in the transition to successor counsel is subject to the Client's satisfaction of all outstanding financial obligations to the Firm.

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 and binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator, who shall be an attorney with not less than fifteen (15) years of experience in the practice of law. The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines otherwise. The parties agree that any arbitration proceedings shall be conducted on a confidential basis and that neither party shall disclose the existence or results of any arbitration to any third party, except as may be required by law or professional regulation.

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 signed by both parties.

This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution of this Letter by electronic signature (including Brightwater Software or similar electronic signature platforms), facsimile, or scanned PDF copy transmitted by electronic mail shall be valid and effective and shall have the same force and effect as execution by original ink signature.

Notices required or permitted under this Letter shall be in writing and shall be delivered personally, sent by reputable overnight courier, or transmitted by electronic mail (with confirmation of receipt) to the addresses set forth in this Letter, or to such other address as either party may designate in writing from time to time.

The headings and captions in this Letter are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.

If any provision of this Letter is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

We are very much looking forward to working with you and the Ardent Capital team on this Transaction. We believe the proposed acquisition of Coral Reef presents a compelling opportunity, and we are committed to providing the highest quality legal services in connection with all aspects of the matter. Please do not hesitate to contact Harrison Wexford at (212) 556-8112 or hwexford@calderwoodharkness.com, or Megan Chu at (212) 556-8247 or mchu@calderwoodharkness.com, with any questions regarding this Letter or the engagement generally.

Please indicate your acceptance of the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this Letter to the undersigned at your earliest convenience. A countersigned copy may be returned by electronic mail (scanned PDF) or by overnight courier.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Harrison Wexford

Title: Partner, Mergers & Acquisitions Practice Group

Calderwood & Harkness LLP 1301 Avenue of the Americas, 40th Floor New York, New York 10019 Telephone: (212) 556-8112

Email: hwexford@calderwoodharkness.com

ACCEPTANCE AND COUNTERSIGNATURE

ACCEPTED AND AGREED:

The undersigned, on behalf of Ardent Capital Partners III LP, hereby accepts and agrees to the terms and conditions of this Engagement Letter, dated February 11, 2022, and confirms the engagement of Calderwood & Harkness LLP in connection with the matter described herein.

ARDENT CAPITAL PARTNERS III LP

By: Ardent Capital GP III LLC, its General Partner

By: ________

Name: Tomás Iglesias

Title: Principal

Date: ________

Address:

590 Madison Avenue, 38th Floor New York, New York 10022

Enclosures: None

cc: Julian Rask, Managing Partner, Ardent Capital GP III LLC cc: Nadia Ferrante, Managing Partner, Ardent Capital GP III LLC cc: Beatrice Holloway, Partner, Calderwood & Harkness LLP

Timekeeper Level	Standard Hourly Rate
Partners	$1,250.00 per hour
Associates	$725.00 per hour

CALDERWOOD & HARKNESS LLP Counselors at Law
1301 Avenue of the Americas, 40th Floor New York, New York 10019
Telephone: (212) 556-8000 Facsimile: (212) 556-8001 www.calderwoodharkness.com
February 11, 2022
PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
Mr. Tomás Iglesias Principal Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, New York 10022
Re: Engagement of Calderwood & Harkness LLP — Proposed Take-Private Acquisition of Coral Reef Hospitality Group, Inc. Matter Number: 1001-00005
Dear Mr. Iglesias:
We are pleased to present this engagement letter (this "Letter" or "Engagement Letter") to confirm the engagement of Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") by Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital" or the "Client"), to serve as legal counsel in connection with the proposed take-private acquisition (the "Transaction") of Coral Reef Hospitality Group, Inc. ("Coral Reef" or "CRFH"), a Delaware corporation whose shares of common stock are listed on the Nasdaq Capital Market under the ticker symbol "CRFH." This Letter sets forth the terms and conditions governing our representation of the Client in connection with this matter. We ask that you review this Letter carefully and, if you are in agreement with the terms described herein, execute and return a copy to our office at your earliest convenience.
This engagement shall be deemed effective as of the date of this Letter upon execution by the Client in the space provided below, and shall remain in effect until terminated by either party in accordance with Section 10 hereof or upon the earlier completion of the Transaction and all matters reasonably incident thereto.
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 Boulevard, Suite 300, Tampa, Florida 33629. Based on our preliminary discussions with the Client's deal team, the Transaction is currently contemplated to be structured as a reverse triangular merger effected pursuant to the Delaware General Corporation Law (Title 8 of the Delaware Code), whereby a newly formed, wholly owned subsidiary of Ardent Capital (or an affiliated acquisition vehicle designated by Ardent Capital) would merge with and into Coral Reef, with Coral Reef surviving the merger as a wholly owned subsidiary of the Client.
The scope of our representation includes, but is not limited to, the following:
(a) Transaction Documentation. Negotiation, drafting, and review of all definitive transaction documentation, including the Agreement and Plan of Merger (the "Merger Agreement"), and all ancillary agreements and related instruments, including without limitation any voting and support agreements, escrow agreements, limited guarantees, equity commitment letters, rollover agreements, non-competition and non-solicitation agreements, transition services agreements, and any other documents reasonably necessary or appropriate in connection with the consummation of the Transaction.
(b) Entity Formation. Formation and organization of any acquisition subsidiary, merger subsidiary, special purpose vehicle, or other entity needed to effectuate the contemplated transaction structure, including the preparation and filing of certificates of formation, certificates of incorporation, limited liability company agreements, bylaws, and related organizational documents.
(c) Due Diligence. Comprehensive due diligence review of the target company's legal, corporate, contractual, regulatory, litigation, real property, employment, environmental, tax, insurance, and intellectual property matters, including the preparation and management of due diligence request lists, coordination with the Client's financial and operational advisors, and the preparation of due diligence memoranda and summaries for the Client's deal team.
(d) Financing Documentation. Review and negotiation of debt commitment letters, fee letters, and related financing documentation in coordination with the Client's lender(s) and their counsel, as well as coordination of the conditions and covenants in the financing documentation with the corresponding provisions of the Merger Agreement to ensure alignment of the financing and transaction closing conditions.
(e) Representations and Warranties Insurance. Review, negotiation, and coordination of representations and warranties insurance ("RWI") matters, including engagement of the RWI broker, review and negotiation of the RWI policy terms, and coordination with the insurer's underwriting process.
(f) Regulatory Filings. Preparation, review, and filing of all required regulatory filings in connection with the Transaction, including any filings required under the Securities Exchange Act of 1934, as amended (including, without limitation, Schedule 13E-3, the proxy statement or information statement related to the solicitation of stockholder approval, and any amendments thereto), and any applicable premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to the extent such filings are required based on the transaction value and the applicable filing thresholds, as well as any other federal, state, or foreign regulatory filings that may be necessary or advisable in connection with the Transaction.
(g) Corporate Governance and Stockholder Approval. Advice on stockholder approval requirements, including the requisite vote for approval of the merger under the Delaware General Corporation Law and Coral Reef's certificate of incorporation and bylaws, appraisal rights and related notice requirements under Section 262 of the DGCL, and other corporate governance considerations related to the Transaction, including fiduciary duty matters applicable to Coral Reef's board of directors and any special committee thereof.
(h) Delisting and Deregistration. Advice on the procedures for delisting the shares of common stock of Coral Reef from the Nasdaq Capital Market and the deregistration of Coral Reef's securities under the Securities Exchange Act of 1934, as amended, including the filing of Form 25 and Form 15, in each case to be effected following the closing of the Transaction.
(i) Third-Party Coordination. Coordination with Coral Reef's legal counsel and financial advisors, as well as any other third-party advisors engaged by the Client or by Coral Reef in connection with the Transaction, as appropriate and as directed by the Client.
(j) General Transactional Advice. General legal advice in connection with the foregoing Transaction and all matters reasonably incident thereto.
The scope of this engagement is limited to the Transaction as described above. Our representation does not extend to any matters outside the scope of the Transaction, including without limitation any tax planning or tax return preparation, any employment-related litigation, any regulatory investigations unrelated to the Transaction, or any post-closing operational matters of the surviving entity (except for delisting and deregistration as described above). Any expansion of the scope of our representation, or any engagement of Calderwood & Harkness to represent the Client or any of its affiliates in any matter other than the Transaction, shall be documented in a supplemental engagement letter or written amendment to this Letter, executed by both parties.
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 acquisitions, take-private transactions, and leveraged buyouts, and will be responsible for overall strategic direction and quality control for the representation.
Billing Partner: Beatrice Holloway, Partner, Mergers & Acquisitions Practice Group. Ms. Holloway will oversee billing, budgeting, and financial administration for this matter. Ms. Holloway will be available to discuss any questions or concerns regarding invoicing, fee arrangements, or the financial aspects of the engagement.
Lead Associate: Megan Chu, Associate, Mergers & Acquisitions Practice Group. Ms. Chu will serve as the day-to-day lead associate for the engagement and will be the primary point of contact for the Client's deal team for all substantive and logistical matters arising in connection with the Transaction. Ms. Chu will be responsible for coordinating the efforts of the working team, managing the due diligence process, and overseeing the drafting and negotiation of transaction documents.
Working Associate: Derek Okonkwo, Associate, Mergers & Acquisitions Practice Group. Mr. Okonkwo will support the engagement by assisting with due diligence, document drafting, legal research, and other tasks as assigned by Mr. Wexford, Ms. Holloway, and Ms. Chu.
The Firm may, from time to time, assign additional attorneys, paralegals, or other paraprofessional or legal support staff to the engagement as the needs of the Transaction require. We will endeavor to staff the matter efficiently and in a manner that is responsive to the Client's needs. The Client will be informed of any material changes to the core engagement team described above, including any change in the Responsible Partner or Lead Associate.
The Client's primary point of contact for the purposes of this engagement is Tomás Iglesias, Principal, Ardent Capital Partners III LP. All material communications, strategic decisions, and instructions should be directed to and confirmed by Mr. Iglesias, unless the Client notifies us otherwise in writing. We understand that other members of the Client's deal team may also communicate directly with our team on day-to-day matters, and we welcome such communication.
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 individual. This limitation on the identity of the Client is important for purposes of conflicts of interest analysis, privilege considerations, and the allocation of rights and responsibilities under this Letter.
Notwithstanding the foregoing, if any acquisition subsidiary, merger subsidiary, or other special purpose vehicle is formed in connection with the Transaction (for example, a wholly owned merger subsidiary to be used in the reverse triangular merger structure), our representation of such entity shall be deemed to be within the scope of this engagement and shall not require a separate engagement letter, provided that such entity is and remains wholly owned, directly or indirectly, by the Client. In the event that any such entity ceases to be wholly owned by the Client or is proposed to have any equity ownership or governance participation from parties other than the Client, a separate engagement letter or amendment to this Letter will be required.
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 $250.00 to $450.00 per hour depending on the experience level and nature of the services rendered.
The rates set forth above are the Firm's standard rates effective as of January 1, 2022. These rates are subject to periodic adjustment, which typically occurs annually at the beginning of each calendar year. The Client will be notified of any rate changes in advance, and any adjusted rates will apply to services rendered on or after the effective date of such adjustment. In the event that the engagement extends beyond December 31, 2022, the rates applicable for services rendered in subsequent calendar years will be the Firm's then-current standard rates as communicated to the Client.
4.2 Expenses and Disbursements
In addition to fees for professional services, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following:
•  Filing fees (including SEC filing fees, state filing fees, and any antitrust filing fees);
•  Travel expenses (including airfare, ground transportation, lodging, and meals) reasonably incurred in connection with the Transaction;
•  Messenger, courier, and overnight delivery charges;
•  Database access and electronic legal research charges (including Westmark Data Systems, Sundial Solutions, and similar services);
•  Document reproduction, printing, and binding costs;
•  Third-party vendor fees (including fees for outside copying services, data room providers, process agents, and similar vendors); and
•  Long-distance telephone and teleconference charges.
All expenses will be billed at the Firm's actual cost, without markup. For travel expenses exceeding $2,500 in the aggregate for any single trip, the Firm will obtain the Client's prior approval before incurring such expenses, to the extent practicable under the circumstances.
4.3 Invoicing and Payment
Invoices for professional fees and expenses will be rendered monthly, in arrears, and will reflect the fees and disbursements incurred during the immediately preceding calendar month. Each invoice will include a reasonably detailed description of the services rendered and expenses incurred, including the identity of the timekeeper, the date of service, a narrative description of the work performed, and the time expended.
Invoices are due and payable within thirty (30) days of the date of the invoice. The Firm reserves the right to charge interest on past-due balances at a rate of 1.0% per month (equivalent to 12% per annum), or the maximum rate permitted by applicable law, whichever is less, calculated from the date the payment was due until the date payment is received.
Payments should be made by wire transfer to Calderwood & Harkness LLP's designated trust or operating account, the details of which will be provided with the first invoice. The Client may also make payment by check, although wire transfer is strongly preferred for amounts in excess of $10,000. Any questions regarding invoicing or payment should be directed to Beatrice Holloway.
4.4 Retainer.  No retainer or advance payment of fees is required at the commencement of this engagement. The Firm reserves the right to request a retainer or advance payment in the event that the matter significantly expands in scope beyond what is currently contemplated, or if payment obligations become materially past due (defined, for purposes of this provision, as any balance remaining unpaid more than sixty (60) days after the date of the applicable invoice). Any retainer received will be applied against future invoices and any unused portion will be refunded to the Client upon conclusion or termination of the engagement.
4.5 Fee Estimates
Any fee estimates, budgets, or cost projections provided by the Firm, whether orally or in writing, are non-binding projections offered solely for planning purposes and do not represent a cap, fixed fee, or guarantee of the total cost of the engagement. Actual fees and expenses will depend on a number of factors that cannot be predicted with certainty at the outset of the engagement, including the complexity of the Transaction, the duration and pace of negotiations, the scope and findings of due diligence, the number and nature of regulatory filings required, the extent of counterparty negotiations, and other circumstances that may arise during the course of the representation. The Firm will endeavor to keep the Client informed of the status of fees and expenses on an ongoing basis and will promptly notify the Client if we anticipate that total fees will materially exceed any budget or estimate previously communicated.
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, shall be protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by law.
The Firm will implement and maintain appropriate administrative, physical, and technical safeguards to protect the confidentiality of information received from or on behalf of the Client, consistent with the Firm's information security policies and applicable professional standards. Members of the engagement team, as well as any Firm personnel who have access to Client information, are bound by the Firm's confidentiality obligations and professional ethical duties.
The Client acknowledges that, in connection with the Transaction, certain confidential information may need to be disclosed to third parties, including Coral Reef and its counsel, the Client's financing sources and their counsel, regulatory authorities (including the SEC and, if applicable, antitrust regulators), representations and warranties insurance carriers and brokers, escrow agents, and other parties whose involvement is necessary or advisable to effectuate the purposes of the engagement. The Client hereby authorizes the Firm to make such disclosures as are reasonably necessary in connection with the Transaction, subject to any applicable confidentiality agreements or protective orders. The Firm will use commercially reasonable efforts to limit such disclosures to the extent practicable.
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, multi-practice law firm that represents numerous clients across a wide range of industries, including clients in the private equity, hospitality, financial services, real estate, and related sectors. It is possible, and indeed likely, that the Firm currently represents, or may in the future represent, other clients in matters unrelated to this Transaction that may involve parties to, participants in, or entities otherwise connected to the Transaction or its participants. Such representations will not be deemed to create a conflict of interest so long as they are unrelated to the Transaction and do not adversely affect the Client's interests in this matter.
In the event that an actual conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client and will take all steps required by applicable ethical rules to address the conflict, which may include seeking the Client's informed written consent to continued representation, implementing appropriate ethical screens or other protective measures within the Firm, or, if the conflict cannot be resolved, withdrawing from this engagement or the conflicting matter, as may be required by the circumstances and applicable professional responsibility rules.
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 retention period is required by applicable law or professional regulations.
Original documents provided to the Firm by the Client in connection with the engagement will be returned to the Client upon written request. The Firm will use reasonable efforts to return such documents promptly following receipt of the Client's request.
The Firm may retain copies (including electronic copies) of all work product, correspondence, memoranda, and other engagement files in accordance with applicable professional and regulatory requirements, including for purposes of complying with the Firm's professional liability insurance obligations and any applicable record-keeping requirements.
After the expiration of the applicable retention period, files and documents may be destroyed by the Firm without further notice to the Client, unless the Client has submitted a written request for the return or preservation of such files prior to the expiration of the retention period. The Client is encouraged to request the return of any materials it wishes to retain at or promptly following the conclusion or termination of the engagement.
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 the Firm's willful misconduct or gross negligence.
In no event shall either party be liable to the other for any consequential, incidental, indirect, special, exemplary, or punitive damages arising out of or related to this engagement, regardless of whether such damages were foreseeable or whether the party against whom damages are sought was advised of the possibility of such damages. This limitation applies to, without limitation, lost profits, loss of business opportunity, loss of data, and loss of goodwill.
The limitations set forth in this Section 8 shall survive the conclusion or termination of this engagement.
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 reasonable time for the Client to retain successor counsel, and to avoid material prejudice to the Client's interests.
Upon termination of the engagement (whether by the Client, by the Firm, or upon the natural conclusion of the matter), the Client will remain responsible for the payment of all professional fees and expenses incurred through the effective date of termination. Any outstanding invoices shall become due and payable immediately upon termination, and the Firm's rights with respect to interest on past-due balances as described in Section 4.3 shall remain in full force and effect.
The Firm's obligations upon termination shall include taking all steps reasonably necessary to protect the Client's interests, including, without limitation, returning client materials, providing copies of material work product, cooperating in the orderly transition of the matter to successor counsel, and complying with any applicable court orders or regulatory requirements. The Firm's obligation to cooperate in the transition to successor counsel is subject to the Client's satisfaction of all outstanding financial obligations to the Firm.
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 and binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator, who shall be an attorney with not less than fifteen (15) years of experience in the practice of law. The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines otherwise. The parties agree that any arbitration proceedings shall be conducted on a confidential basis and that neither party shall disclose the existence or results of any arbitration to any third party, except as may be required by law or professional regulation.
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 signed by both parties.
This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution of this Letter by electronic signature (including Brightwater Software or similar electronic signature platforms), facsimile, or scanned PDF copy transmitted by electronic mail shall be valid and effective and shall have the same force and effect as execution by original ink signature.
Notices required or permitted under this Letter shall be in writing and shall be delivered personally, sent by reputable overnight courier, or transmitted by electronic mail (with confirmation of receipt) to the addresses set forth in this Letter, or to such other address as either party may designate in writing from time to time.
The headings and captions in this Letter are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.
If any provision of this Letter is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.
We are very much looking forward to working with you and the Ardent Capital team on this Transaction. We believe the proposed acquisition of Coral Reef presents a compelling opportunity, and we are committed to providing the highest quality legal services in connection with all aspects of the matter. Please do not hesitate to contact Harrison Wexford at (212) 556-8112 or hwexford@calderwoodharkness.com, or Megan Chu at (212) 556-8247 or mchu@calderwoodharkness.com, with any questions regarding this Letter or the engagement generally.
Please indicate your acceptance of the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this Letter to the undersigned at your earliest convenience. A countersigned copy may be returned by electronic mail (scanned PDF) or by overnight courier.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Harrison Wexford
Title: Partner, Mergers & Acquisitions Practice Group
Calderwood & Harkness LLP 1301 Avenue of the Americas, 40th Floor New York, New York 10019 Telephone: (212) 556-8112
Email: hwexford@calderwoodharkness.com
ACCEPTANCE AND COUNTERSIGNATURE
ACCEPTED AND AGREED:
The undersigned, on behalf of Ardent Capital Partners III LP, hereby accepts and agrees to the terms and conditions of this Engagement Letter, dated February 11, 2022, and confirms the engagement of Calderwood & Harkness LLP in connection with the matter described herein.
ARDENT CAPITAL PARTNERS III LP
By: Ardent Capital GP III LLC, its General Partner
By: ________
Name: Tomás Iglesias
Title: Principal
Date: ________
Address:
590 Madison Avenue, 38th Floor New York, New York 10022
Enclosures: None
cc: Julian Rask, Managing Partner, Ardent Capital GP III LLC cc: Nadia Ferrante, Managing Partner, Ardent Capital GP III LLC cc: Beatrice Holloway, Partner, Calderwood & Harkness LLP
Timekeeper Level | Standard Hourly Rate
Partners | $1,250.00 per hour
Associates | $725.00 per hour

CALDERWOOD & HARKNESS LLP Counselors at Law

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND COUNTERSIGNATURE

ACCEPTED AND AGREED:

ARDENT CAPITAL PARTNERS III LP

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