1001-00005 · Ardent Capital Partners · Transaction Documents

confidentiality-agreement-nda.docx DOCUMENT M&A / Corporate

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MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

February 22, 2022

This MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this "Agreement") is entered into as of February 22, 2022 (the "Effective Date"), by and between:

Ardent Capital Partners III LP, a Delaware limited partnership, with its principal office at 590 Madison Avenue, 38th Floor, New York, NY 10022 ("Ardent" or "Recipient" or "Discloser," as the context requires); and

Coral Reef Hospitality Group, Inc., a Delaware corporation, with its principal office at 2400 Bayshore Boulevard, Suite 300, Tampa, FL 33629, listed on the Nasdaq Capital Market under the ticker symbol "CRFH" (the "Company" or "Recipient" or "Discloser," as the context requires).

Each of Ardent and the Company is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company is a publicly traded corporation listed on the Nasdaq Capital Market under the ticker symbol "CRFH," incorporated under the laws of the State of Delaware, and engaged in the business of owning, operating, and managing boutique resort and inn hospitality properties;

WHEREAS, Ardent is a Delaware limited partnership engaged in private equity investment, acting through its general partner, Ardent Capital GP III LLC, a Delaware limited liability company, and is engaged in evaluating potential acquisition and investment opportunities in the hospitality sector and related industries;

WHEREAS, the Parties desire to explore and evaluate a possible negotiated transaction involving the potential acquisition of the Company by Ardent (the "Transaction," internally referred to as "Project Trident"), which Transaction may take the form of a merger, tender offer, stock purchase, asset purchase, or other similar transaction structure;

WHEREAS, in connection with such exploration and evaluation, each Party anticipates that it may disclose to the other Party, and that each Party may receive from the other Party, certain confidential and proprietary information, including business, financial, technical, operational, and other sensitive information;

WHEREAS, the Parties wish to set forth the terms and conditions governing the use, protection, and treatment of such confidential and proprietary information and to establish the rights and obligations of each Party with respect thereto; and

WHEREAS, each Party acknowledges the sensitive nature of the Confidential Information (as defined below) and the potential harm that could result from unauthorized disclosure or use thereof;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1: DEFINITIONS

1.1 "Confidential Information." As used in this Agreement, "Confidential Information" means all information, whether written, oral, electronic, visual, or in any other form or medium, furnished by or on behalf of a Disclosing Party or any of its Representatives (as defined below) to the Receiving Party or any of its Representatives, at any time on or after the date of this Agreement, in connection with the evaluation of the Transaction. Without limiting the generality of the foregoing, Confidential Information shall include:

(a) all financial data, financial statements (whether audited or unaudited), financial models, projections, budgets, forecasts, capital expenditure plans, and other financial information;

(b) all business plans, strategic plans, marketing plans, marketing strategies, business development plans, and growth initiatives;

(c) all customer lists, customer data, supplier lists, vendor contracts, and other information relating to customer and supplier relationships;

(d) all operational data, operating metrics, key performance indicators, occupancy data, average daily rate (ADR), revenue per available room (RevPAR), and other property-level performance information;

(e) all real property and leasehold information, including deeds, leases, lease amendments, surveys, environmental reports, title commitments, and other information relating to the ownership, operation, and management of real property;

(f) all intellectual property, including trademarks, service marks, trade names, domain names, copyrights, patents, and trade secrets, and all applications and registrations relating thereto;

(g) all employee and compensation data, including personnel records, salary and benefits information, employment agreements, non-competition agreements, and other human resources information;

(h) all trade secrets, proprietary processes, techniques, methodologies, and know-how;

(i) all technical information, including information technology systems, software, databases, and network architecture;

(j) all analyses, compilations, studies, notes, summaries, memoranda, and other documents or materials prepared by the Receiving Party or any of its Representatives that contain, reflect, incorporate, or are based upon, in whole or in part, any Confidential Information (collectively, "Derived Materials"); and

(k) all information made available through the electronic data room hosted on the Thackeray Solutions platform under the project name "Project Trident," including all documents, files, presentations, spreadsheets, and other materials uploaded thereto.

Without limiting the foregoing, and for the avoidance of doubt, Confidential Information of the Company shall specifically include:

(i) all financial statements of the Company, including those audited by Hargrove & Liddell CPAs LLP, and all management-prepared financial information;

(ii) all property-level operating data for each of the Company's eleven (11) boutique resort and inn properties, which properties comprise an aggregate of approximately 742 guest room keys located across the states of Florida, Georgia, and South Carolina, the U.S. Virgin Islands, and The Bahamas;

(iii) the Company's fiscal year 2021 financial information, including last-twelve-months ("LTM") revenue of approximately $38,700,000 and LTM EBITDA of approximately $5,100,000;

(iv) balance sheet data, including total outstanding indebtedness of approximately $11,400,000 and cash and cash equivalents of approximately $3,200,000 as of the most recently reported period;

(v) capitalization information, including the fact that the Company has approximately 6,315,789 shares of common stock issued and outstanding; and

(vi) all materials and information relating to the Company's business operations, including its food and beverage operations, spa and wellness services, event and conference services, and any other ancillary business lines.

In addition, Confidential Information shall include the existence and terms of this Agreement, the fact that Confidential Information has been made available to either Party, the fact that discussions or negotiations are taking place between the Parties concerning the Transaction, and any of the terms, conditions, or other facts with respect to the Transaction, including the status thereof or the identity of the Parties.

1.2 Exclusions from "Confidential Information." Notwithstanding anything to the contrary in Section 1.1, "Confidential Information" shall not include information that the Receiving Party can demonstrate by competent evidence:

(a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Agreement;

(b) was already known to the Receiving Party on a non-confidential basis prior to disclosure by or on behalf of the Disclosing Party, as evidenced by the Receiving Party's written records existing prior to such disclosure, provided that the source of such information was not, to the knowledge of the Receiving Party, bound by a confidentiality obligation to the Disclosing Party with respect to such information;

(c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not, to the knowledge of the Receiving Party, bound by a confidentiality obligation to the Disclosing Party with respect to such information; or

(d) is independently developed by the Receiving Party or any of its Representatives without the use of, or reference to, any Confidential Information, as evidenced by the Receiving Party's written records.

The burden of establishing that any of the foregoing exclusions applies shall rest with the Receiving Party claiming the benefit of such exclusion.

1.3 "Representatives." As used in this Agreement, "Representatives" means, with respect to each Party, its affiliates, and its and their respective directors, officers, employees, partners (including general and limited partners), members, managers, agents, advisors, consultants, accountants, attorneys, financing sources (whether debt or equity), and other representatives who are involved in the evaluation of the Transaction or who otherwise need access to Confidential Information in connection therewith. Without limiting the generality of the foregoing:

(a) With respect to Ardent, "Representatives" shall expressly include: (i) Ardent Capital GP III LLC, a Delaware limited liability company and the general partner of Ardent; (ii) Calderwood & Harkness LLP, legal counsel to Ardent; (iii) Grayson Partners & Co., financial advisor to Ardent; (iv) Pinnacle Commercial Lending Corp., a potential financing source for the Transaction; and (v) Ridgeline Risk Advisors LLC and Ironwood Specialty Insurance Co., insurance advisors and carriers, respectively, retained or consulted by Ardent in connection with the evaluation of the Transaction.

(b) With respect to the Company, "Representatives" shall expressly include: (i) Whitfield, Crane & Sato LLP, legal counsel to the Company; (ii) Lantern Hill Advisory LLC, financial advisor to the Company; (iii) Hargrove & Liddell CPAs LLP, independent auditors to the Company; and (iv) Meridian Proxy Services Inc., proxy solicitor engaged by the Company.

1.4 "Disclosing Party" and "Receiving Party." As used in this Agreement, "Disclosing Party" means the Party disclosing Confidential Information (or the Party on whose behalf Confidential Information is disclosed), and "Receiving Party" means the Party receiving Confidential Information (or the Party whose Representatives receive Confidential Information). The Parties acknowledge and agree that this Agreement is mutual in nature, and accordingly, each Party may serve in the capacity of both Disclosing Party and Receiving Party with respect to different items of Confidential Information exchanged hereunder.

1.5 "Person." As used in this Agreement, "Person" means any individual, corporation, limited liability company, partnership (whether general or limited), limited partnership, joint venture, trust, estate, association, governmental authority or instrumentality, or any other entity or body of any kind or nature.

1.6 "Transaction." As used in this Agreement, "Transaction" means the potential acquisition of the Company by Ardent, whether by merger, tender offer, stock purchase, asset purchase, recapitalization, or otherwise, and any related restructuring, financing, refinancing, or similar transaction undertaken in connection therewith, including any transaction involving one or more affiliates or designees of Ardent formed for the purpose of consummating such acquisition.

SECTION 2: CONFIDENTIALITY OBLIGATIONS

2.1 Non-Disclosure. Each Receiving Party agrees that it shall, and shall cause its Representatives to, keep all Confidential Information strictly confidential and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information to any Person, except as expressly permitted by this Agreement. Without limiting the foregoing, the Receiving Party shall not, and shall direct its Representatives not to, disclose to any Person:

(a) the existence or terms of this Agreement;

(b) the fact that Confidential Information has been made available to, or received by, the Receiving Party or any of its Representatives;

(d) any of the terms, conditions, or other facts relating to the Transaction, including the status thereof; or

(e) the identity of the Parties as potential counterparties to the Transaction;

except, in each case, as otherwise expressly permitted under the terms of this Agreement.

2.2 Permitted Disclosure to Representatives. Notwithstanding Section 2.1, a Receiving Party may disclose Confidential Information to those of its Representatives who: (a) need to know such Confidential Information for the sole purpose of evaluating, negotiating, or advising with respect to the Transaction; and (b) are informed of the confidential nature of such Confidential Information and either (i) agree to be bound by the terms and conditions of this Agreement (or terms and conditions at least as restrictive as those set forth herein) as if they were a party hereto, or (ii) are subject to professional obligations of confidentiality that are no less protective than those set forth in this Agreement (including, without limitation, obligations arising under applicable rules of professional conduct governing attorneys, accountants, and other licensed professionals). Each Receiving Party shall be fully responsible for any breach of this Agreement by any of its Representatives, and agrees, at its sole expense, to take all commercially reasonable measures to restrain its Representatives from any unauthorized disclosure or use of Confidential Information in violation of this Agreement. Any breach of this Agreement by a Receiving Party's Representatives shall be deemed to be a breach of this Agreement by such Receiving Party.

2.3 Use Restriction. Each Receiving Party agrees that all Confidential Information received hereunder shall be used solely for the purpose of evaluating, negotiating, and potentially consummating the Transaction, and for no other purpose whatsoever. Without limiting the generality of the foregoing, neither Party shall, and each Party shall cause its Representatives not to, use any Confidential Information in any way that is detrimental to the other Party or its business, operations, prospects, or financial condition, including, without limitation, for competitive purposes or to solicit or divert customers, suppliers, or business opportunities of the other Party.

SECTION 3: COMPELLED DISCLOSURE

3.1 Legal Process. In the event that the Receiving Party or any of its Representatives becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, regulatory inquiry, or other similar legal or regulatory process) to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such compulsion, including the nature and scope of the information sought, so that the Disclosing Party may seek a protective order, motion to quash, or other appropriate remedy or, in its discretion, waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party (or such Representative) may disclose only that portion of the Confidential Information that the Receiving Party is advised by its legal counsel is legally required to be disclosed, and shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information by the Person or body to whom such disclosure is made. The Receiving Party shall cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, in connection with any efforts by the Disclosing Party to obtain a protective order or other appropriate remedy to prevent or limit the scope of such compelled disclosure.

3.2 Securities Law Disclosures. The Parties acknowledge that the Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and is listed on the Nasdaq Capital Market (SEC File No. 001-38742). Disclosures of Confidential Information required by applicable securities laws, the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"), or the listing standards of the Nasdaq Stock Market LLC shall be permitted under this Agreement; provided, however, that the Company shall, to the extent practicable and legally permitted, provide Ardent with reasonable advance notice of any such disclosure and a reasonable opportunity to review and comment on the form and content of any such disclosure prior to its public filing or dissemination. The Company shall consider in good faith any comments provided by Ardent with respect to such disclosure, but the Company shall retain sole and final discretion over the content and timing of any such filing or disclosure required by applicable law, regulation, or listing standard.

SECTION 4: SECURITIES LAW COMPLIANCE / MATERIAL NON-PUBLIC INFORMATION

4.1 MNPI Acknowledgment. Each Party acknowledges and agrees that the Confidential Information may contain material non-public information concerning the Company and its business, operations, financial condition, and prospects within the meaning of the federal securities laws of the United States. Each Party further acknowledges that it is aware, and shall advise its Representatives who receive Confidential Information, that the United States federal securities laws, including Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5), prohibit any Person who has received material non-public information concerning a company from purchasing or selling securities of such company, or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities, while such information remains material and non-public. Each Party agrees that it shall not, and it shall cause its Representatives not to, purchase, sell, or otherwise trade in any securities of the Company (including the Company's common stock traded on the Nasdaq Capital Market under the symbol "CRFH," CUSIP 21874R109, or any derivative securities thereof) while in possession of material non-public information received pursuant to this Agreement, in compliance with all applicable federal and state securities laws.

4.2 Regulation FD. The Company acknowledges that the disclosure of Confidential Information to Ardent and its Representatives pursuant to this Agreement is intended to be, and shall be treated as, exempt from the requirements of Regulation FD (17 C.F.R. § 243.100 et seq.) promulgated by the SEC under the Exchange Act, on the basis that such disclosure is made to a Person who expressly agrees to maintain the confidentiality of such information and who owes a duty of trust or confidence to the Company pursuant to this Agreement. Ardent hereby expressly agrees to maintain the confidentiality of all Confidential Information received from the Company in accordance with the terms of this Agreement, and acknowledges that the Company is relying on such agreement in making disclosures of material non-public information to Ardent and its Representatives.

SECTION 5: STANDSTILL PROVISION

5.1 Standstill Obligations of Ardent. Ardent agrees that, for a period of twelve (12) months from the date of this Agreement (i.e., from February 22, 2022 through and including February 22, 2023) (the "Standstill Period"), unless specifically invited in writing by the Board of Directors of the Company (the "Board"), neither Ardent nor any of its affiliates or Representatives acting on its behalf or at its direction shall, directly or indirectly:

(a) acquire, offer or agree to acquire, or propose to acquire, by purchase, tender offer, exchange offer, or otherwise, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any voting securities or any direct or indirect rights or options to acquire any voting securities, or any assets (other than products or services in the ordinary course of business), of the Company or any of its subsidiaries, other than pursuant to a definitive agreement approved by the Board;

(b) make or participate in, directly or indirectly, any solicitation of proxies (as such terms are defined or used in Regulation 14A under the Exchange Act) or consents with respect to any voting securities of the Company, or seek to advise or influence any Person with respect to the voting or disposition of any voting securities of the Company;

(c) make any public announcement with respect to, or submit any unsolicited proposal or offer (whether written or oral, and whether public or non-public) for, any extraordinary transaction involving the Company or any of its subsidiaries or any of their respective securities or assets, including any merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, or liquidation;

(d) form, join, or in any way participate in a "group" (as defined in Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, or otherwise act in concert with any other Person for the purpose of acquiring, holding, voting, or disposing of any voting securities of the Company;

(e) request the Company or any of its Representatives, publicly or privately, to amend or waive any provision of this Section 5 (including this clause (e));

(f) take any action that would reasonably be expected to require the Company to make a public announcement regarding any of the types of matters set forth in clauses (a) through (e) above; or

(g) advise, assist, encourage, act as a financing source for, or otherwise invest in any other Person in connection with any of the foregoing, or enter into any discussions, negotiations, arrangements, agreements, or understandings with any third party with respect to any of the foregoing.

5.2 Fall-Away of Standstill. Notwithstanding Section 5.1, the standstill restrictions set forth in Section 5.1 shall automatically and immediately terminate, without any action by either Party, upon the earliest to occur of any of the following events:

(a) the execution and delivery of a definitive agreement between the Parties (or their respective affiliates) for the consummation of the Transaction;

(b) any third party (or any "group" as defined in Section 13(d)(3) of the Exchange Act) commencing (within the meaning of Rule 14d-2 under the Exchange Act) a tender offer or exchange offer that, if consummated, would result in such third party (or group) beneficially owning fifty percent (50%) or more of the outstanding shares of common stock of the Company;

(c) the Company publicly announcing that it has entered into a definitive agreement providing for an acquisition, merger, business combination, or similar transaction with a third party (other than Ardent or its affiliates); or

(d) the Board publicly recommending that the stockholders of the Company accept a tender offer or exchange offer made by a third party (or any "group" as defined in Section 13(d)(3) of the Exchange Act).

Upon the occurrence of any fall-away event described above, the standstill restrictions shall be of no further force or effect, and Ardent shall be free to take any of the actions described in Section 5.1 without restriction under this Agreement.

SECTION 6: NON-SOLICITATION OF EMPLOYEES

6.1 Non-Solicitation Covenant. Each Party agrees that, for a period of eighteen (18) months from the date of this Agreement (i.e., from February 22, 2022 through and including August 22, 2023) (the "Non-Solicitation Period"), neither such Party nor any of its affiliates shall, without the prior written consent of the other Party, directly or indirectly, solicit for employment, hire, or engage as an independent contractor, consultant, or in any other capacity, any officer or employee of the other Party or any of its subsidiaries with whom such Party or its Representatives first had contact, or whose identity first became known to such Party or its Representatives, through the evaluation of the Transaction or through the disclosure of Confidential Information pursuant to this Agreement.

Without limiting the generality of the foregoing, the key employees and officers of the Company covered by this Section 6.1 shall include, but not be limited to, Marcus Ellender, Chief Executive Officer and Co-Founder, Patricia Sung, Chief Financial Officer, and all other officers and management personnel of the Company and its subsidiaries whose identities are disclosed to Ardent or its Representatives in the Project Trident data room or otherwise during the evaluation of the Transaction.

6.2 Exceptions. Notwithstanding Section 6.1, the non-solicitation restrictions set forth herein shall not prohibit or restrict:

(a) general solicitations of employment published in newspapers, trade journals, professional publications, online job boards, or other media of general circulation, or conducted through the engagement of search firms or recruiting agencies, in each case that are not specifically directed at, or specifically targeted toward, officers or employees of the other Party or its subsidiaries;

(b) the hiring of any individual whose employment with the other Party or any of its subsidiaries was terminated (whether voluntarily or involuntarily) at least six (6) months prior to the commencement of employment discussions between such individual and the hiring Party; or

(c) any Party responding to, or engaging in employment discussions arising solely from, an unsolicited inquiry or application for employment initiated by an officer or employee of the other Party, provided that neither such Party nor any of its affiliates or Representatives directly or indirectly encouraged or induced such inquiry or application.

SECTION 7: RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

7.1 Return or Destruction Obligation. Upon the written request of the Disclosing Party at any time, or upon the termination or conclusion of discussions and negotiations between the Parties regarding the Transaction (whether or not the Transaction is consummated), the Receiving Party shall, and shall cause its Representatives to, promptly (and in any event within fifteen (15) business days following such written request or termination of discussions) either return to the Disclosing Party or destroy all Confidential Information in the possession or control of the Receiving Party and its Representatives, including all copies, reproductions, extracts, summaries, compilations, and Derived Materials thereof, in whatever form or medium, and all other documents, notes, memoranda, and materials incorporating, containing, or reflecting any Confidential Information. The foregoing obligation shall include, without limitation, the return or destruction of all materials obtained from or through the Thackeray Solutions data room under the project name "Project Trident," and the permanent deletion of all electronic copies of such materials from the Receiving Party's and its Representatives' computer systems, servers, and electronic storage devices, to the extent commercially practicable. Upon completion of such return or destruction, the Receiving Party shall deliver to the Disclosing Party a written certification, signed by an authorized officer or representative of the Receiving Party, confirming that the Receiving Party and its Representatives have complied with the requirements of this Section 7.1.

7.2 Retained Copies. Notwithstanding the foregoing provisions of Section 7.1:

(a) the Receiving Party's outside legal counsel (including, with respect to Ardent, Calderwood & Harkness LLP, and with respect to the Company, Whitfield, Crane & Sato LLP) may retain one (1) archival copy of the Confidential Information solely for compliance, conflict-check, and professional responsibility purposes, and such retained copy shall remain subject to the confidentiality obligations of this Agreement for the full duration thereof;

(b) the Receiving Party and its Representatives may retain Confidential Information to the extent required by applicable law, rule, regulation, or order of a court or governmental authority, or to the extent required to be retained pursuant to bona fide internal compliance policies or document retention policies applicable to the Receiving Party or its Representatives, provided that all such retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement for the full duration thereof; and

(c) automatically created electronic copies of Confidential Information residing on backup tapes, disaster recovery systems, archival storage systems, or other electronic media generated in the ordinary course of the Receiving Party's or its Representatives' information technology operations need not be separately returned or destroyed, provided that (i) access to such copies is restricted to information technology personnel responsible for the administration and maintenance of such systems, and (ii) such copies are destroyed in the ordinary course in accordance with the Receiving Party's or its Representatives' standard data retention and destruction schedules.

7.3 Survival of Obligations. The return or destruction of Confidential Information pursuant to this Section 7 shall not relieve or release the Receiving Party from any of its obligations under this Agreement with respect to any Confidential Information retained pursuant to Section 7.2 or otherwise, and all such obligations shall continue in full force and effect with respect to any retained Confidential Information for the duration of this Agreement as set forth in Section 10.

SECTION 8: NO REPRESENTATIONS OR WARRANTIES

8.1 As-Is Disclaimer. The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy, completeness, reliability, or adequacy of any Confidential Information disclosed hereunder. Without limiting the generality of the foregoing, neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or any of its Representatives resulting from the use of any Confidential Information or for any errors therein or omissions therefrom. The Receiving Party agrees that it shall not be entitled to rely on the accuracy or completeness of any Confidential Information and that only such representations and warranties as may be made in a definitive agreement relating to the Transaction, when, as, and if executed and delivered by the Parties, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.

8.2 No Obligation to Disclose. Nothing in this Agreement shall be construed to obligate either Party to disclose any particular Confidential Information to the other Party, or to disclose Confidential Information of any particular type or scope. Each Disclosing Party reserves the right, in its sole and absolute discretion, to determine what Confidential Information, if any, it will make available to the other Party or its Representatives in connection with the evaluation of the Transaction.

SECTION 9: NO AGREEMENT TO TRANSACT

9.1 No Binding Obligation. The Parties acknowledge and agree that this Agreement does not constitute a commitment, agreement, or obligation, express or implied, by either Party to consummate the Transaction or any other transaction, or to enter into any definitive agreement with respect thereto. Except as expressly set forth in this Agreement, neither Party shall have any legal obligation to the other Party with respect to the Transaction or any related transaction by virtue of this Agreement or otherwise (including by virtue of any other written or oral expression with respect to the Transaction) unless and until a definitive agreement has been executed and delivered by both Parties. Either Party may, in its sole and absolute discretion, terminate discussions and negotiations regarding the Transaction at any time, for any reason or no reason, without any liability or obligation to the other Party (other than with respect to the obligations expressly set forth in this Agreement, which shall survive any such termination of discussions in accordance with their terms).

9.2 Reservation of Rights. Each Party reserves the right, in its sole and absolute discretion, to determine the manner and extent to which it will evaluate the Transaction, to reject any and all proposals made by the other Party with respect to the Transaction, and to terminate discussions and negotiations at any time. Nothing in this Agreement shall be deemed to restrict or limit in any way the right of either Party to conduct its business in the ordinary course, to compete with the other Party, or to enter into any transaction with any third party, in each case subject to the obligations of confidentiality, non-disclosure, standstill, and non-solicitation expressly set forth in this Agreement.

SECTION 10: TERM

10.1 Duration. This Agreement shall become effective as of the Effective Date and shall remain in full force and effect for a period of two (2) years from the Effective Date (i.e., from February 22, 2022 through and including February 22, 2024) (the "Term"), unless earlier terminated by the mutual written consent of the Parties. The confidentiality and non-disclosure obligations of each Party with respect to Confidential Information disclosed during the Term shall survive and remain in full force and effect for the entire two (2)-year period of the Term, regardless of whether discussions and negotiations regarding the Transaction are terminated or concluded at any earlier date.

10.2 Standstill Term. The standstill restrictions set forth in Section 5 of this Agreement shall remain in effect for a period of twelve (12) months from the Effective Date (i.e., from February 22, 2022 through and including February 22, 2023), subject to the earlier fall-away events described in Section 5.2.

10.3 Non-Solicitation Term. The non-solicitation restrictions set forth in Section 6 of this Agreement shall remain in effect for a period of eighteen (18) months from the Effective Date (i.e., from February 22, 2022 through and including August 22, 2023).

SECTION 11: REMEDIES

11.1 Irreparable Harm. Each Party acknowledges and agrees that a breach or threatened breach of this Agreement by the Receiving Party or any of its Representatives may cause irreparable harm to the Disclosing Party and its business for which monetary damages alone would not be an adequate remedy. Each Party further acknowledges that the Confidential Information is of a special, unique, and extraordinary character, and that the disclosure or misuse of such information would cause substantial and irreparable damage that cannot be fully compensated by an award of monetary damages.

11.2 Equitable Relief. In the event of any breach or threatened breach of this Agreement, each Party shall be entitled, in addition to all other rights and remedies available at law or in equity (including the right to seek monetary damages), to seek equitable relief, including injunction, temporary restraining order, and specific performance, to enforce the provisions of this Agreement, without the necessity of proving actual damages or irreparable harm, without the necessity of posting any bond, surety, or other security, and without regard to the adequacy of any remedy at law. The right to seek equitable relief shall not be deemed to be the exclusive remedy for any breach or threatened breach of this Agreement but shall be in addition to all other rights and remedies available to the non-breaching Party.

SECTION 12: MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware declines to exercise jurisdiction, the Superior Court of the State of Delaware, or, if federal jurisdiction exists, the United States District Court for the District of Delaware (and, in each case, the appellate courts therefrom), for the purpose of any action, suit, proceeding, or claim arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, suit, proceeding, or claim, any objection that it may now or hereafter have to the laying of venue of any such action, suit, proceeding, or claim in any such court, and any claim that any such action, suit, proceeding, or claim has been brought in an inconvenient forum.

12.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, PROCEEDING, OR CLAIM, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 12.3.

12.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.

12.5 Amendment and Waiver. No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and duly executed by each of the Parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party making such waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

12.6 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any purported assignment without such consent shall be null and void and of no force or effect; provided, however, that Ardent may, without the prior written consent of the Company, assign its rights and obligations under this Agreement to an affiliate of Ardent formed for purposes of the Transaction (including, without limitation, CRFH Acquisition Sub, Inc., or any successor entity thereto), provided that (a) such assignee agrees in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the same extent as Ardent, and (b) Ardent shall not be released from its obligations hereunder as a result of any such assignment and shall remain jointly and severally liable with such assignee for the performance of all obligations hereunder.

12.7 Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion thereof), and the remaining provisions of this Agreement shall remain in full force and effect. In such event, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

12.8 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered by hand (with written confirmation of receipt); (b) one (1) business day after being sent by nationally recognized overnight courier service (with written confirmation of receipt); or (c) when sent by electronic mail (with confirmation of receipt by the recipient, which confirmation shall not include an automatically generated "read receipt"), in each case addressed as follows (or to such other address as a Party may designate by notice given in accordance with this Section 12.8):

If to Ardent Capital Partners III LP:

Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, NY 10022

Attention: Tomás Iglesias, Principal

Email: tiglesias@ardentcapital.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 1301 Avenue of the Americas, 40th Floor New York, NY 10019

Attention: Harrison Wexford, Partner

Email: hwexford@calderwoodharkness.com

If to Coral Reef Hospitality Group, Inc.:

Coral Reef Hospitality Group, Inc. 2400 Bayshore Boulevard, Suite 300 Tampa, FL 33629

Attention: Patricia Sung, Chief Financial Officer

Email: psung@coralreefhg.com

With a copy (which shall not constitute notice) to:

Whitfield, Crane & Sato LLP One Southeast Financial Center, Suite 4200 Miami, FL 33131

Attention: Catherine Osei, Partner

Email: cosei@whitfieldcranesato.com

12.9 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic transmission in .pdf format shall be effective as delivery of a manually executed original counterpart of this Agreement.

12.10 No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of the Parties and their respective permitted successors and assigns and, to the extent provided herein, their respective Representatives, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

12.11 Construction. The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision hereof. As used in this Agreement, the word "including" (and correlative words such as "include" and "includes") means "including without limitation." All references to "Sections" are to sections of this Agreement unless otherwise specified. References to "days" mean calendar days unless otherwise specified as "business days." The terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement. Each Party acknowledges that it has been represented by counsel in connection with the negotiation, drafting, and execution of this Agreement, and accordingly no provision of this Agreement shall be construed against either Party on the ground that such Party drafted or proposed such provision.

IN WITNESS WHEREOF, the Parties have caused this Mutual Confidentiality and Non-Disclosure Agreement to be duly executed as of the date first written above.

ARDENT CAPITAL PARTNERS III LP

By: Ardent Capital GP III LLC, its General Partner

By: ________

Name: Julian Rask

Title: Co-Founder & Managing Partner

Date: February 22, 2022

CORAL REEF HOSPITALITY GROUP, INC.