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ESCROW AGREEMENT

Reference No. CTC-ESC-2022-1173

April 25, 2022

This ESCROW AGREEMENT (this "Agreement") is entered into as of April 25, 2022, by and among:

(1) Ardent Capital Partners III LP, a Delaware limited partnership (the "Buyer");

(2) Coral Reef Hospitality Group, Inc., a Delaware corporation, acting in its capacity as stockholder representative (the "Stockholder Representative"); and

(3) Commonwealth Trust Company, a Delaware trust company (the "Escrow Agent").

Each of the Buyer, the Stockholder Representative, and the Escrow Agent may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Buyer, CRFH Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), and Coral Reef Hospitality Group, Inc., a Delaware corporation (Nasdaq: CRFH) (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of April 25, 2022 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Buyer (the "Merger");

WHEREAS, the Merger is structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law, whereby Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Buyer immediately following the consummation of the Merger;

WHEREAS, pursuant to the Merger Agreement, at the Effective Time of the Merger, each outstanding share of common stock, par value $0.001 per share, of the Company (consisting of 6,315,789 shares issued and outstanding immediately prior to the Effective Time) will be converted into the right to receive $4.75 per share in cash, without interest thereon, for an aggregate equity value of Thirty Million Dollars ($30,000,000.00) (the "Merger Consideration");

WHEREAS, the Merger Agreement requires, as a condition to the Closing, the deposit of One Million Five Hundred Thousand Dollars ($1,500,000.00) (the "Escrow Amount"), representing five percent (5.0%) of the aggregate equity value, into an escrow account to be held and administered in accordance with this Agreement, in order to secure the indemnification obligations of the former stockholders of the Company under Article IX of the Merger Agreement;

WHEREAS, the Escrow Amount shall be withheld from the aggregate Merger Consideration otherwise payable to the former stockholders of the Company at the Closing and shall be held by the Escrow Agent for a period of eighteen (18) months following the Closing Date (the "Escrow Period"), subject to the terms and conditions set forth herein;

WHEREAS, the Stockholder Representative has been duly appointed under Article X of the Merger Agreement to act on behalf of, and as the agent and attorney-in-fact for, the former stockholders of the Company with full power and authority to take all actions and make all decisions with respect to all matters arising under this Escrow Agreement and any related indemnification matters, and each former stockholder of the Company has consented to such appointment as a condition to receiving the Merger Consideration;

WHEREAS, Commonwealth Trust Company, a Delaware trust company located at 3711 Kennett Pike, Suite 120, Greenville, Delaware 19807, has agreed to serve as Escrow Agent upon the terms and conditions set forth herein and is willing to hold, invest, and disburse the Escrow Fund in accordance with this Agreement; and

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

ARTICLE I — DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Buyer" means Ardent Capital Partners III LP, a Delaware limited partnership, with its principal office located at 590 Madison Avenue, 38th Floor, New York, New York 10022.

"Claim Notice" means a written notice delivered by Buyer to Escrow Agent and the Stockholder Representative asserting an indemnification claim against the Escrow Fund in accordance with Section 3.1 hereof.

"Closing" has the meaning ascribed to such term in the Merger Agreement, and refers to the consummation of the transactions contemplated by the Merger Agreement, including the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

"Closing Date" has the meaning ascribed to such term in the Merger Agreement, and refers to the date on which the Closing actually occurs.

"Company" means Coral Reef Hospitality Group, Inc., a Delaware corporation, with its principal office located at 2400 Bayshore Boulevard, Suite 300, Tampa, Florida 33629.

"Disputed Amount" means any portion of a claim amount set forth in a Claim Notice that is objected to by the Stockholder Representative in a timely delivered Objection Notice, as more fully described in Section 3.2 hereof.

"Escrow Account" means the segregated trust account established and maintained by Escrow Agent at a federally insured depository institution for the purpose of holding the Escrow Fund, identified by reference number CTC-ESC-2022-1173.

"Escrow Agent" means Commonwealth Trust Company, a Delaware trust company, and any successor escrow agent appointed in accordance with Section 6.9 hereof.

"Escrow Amount" means One Million Five Hundred Thousand Dollars ($1,500,000.00) in cash deposited into the Escrow Account at the Closing in accordance with Section 2.1 hereof.

"Escrow Fund" means the Escrow Amount, together with any interest, earnings, dividends, or other income earned thereon, net of any fees, expenses, or tax withholdings charged against the Escrow Account in accordance with the terms of this Agreement.

"Escrow Period" means the period commencing on the Closing Date and expiring at 5:00 p.m. Eastern Time on the date that is eighteen (18) months after the Closing Date, subject to extension for pending and unresolved Claim Notices as provided in Section 5.2 hereof.

"Joint Written Direction" means a written instruction or direction executed by both the Buyer (or its authorized representative) and the Stockholder Representative (or its authorized representative), delivered to Escrow Agent, directing the Escrow Agent to take the action specified therein with respect to the Escrow Fund.

"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of April 25, 2022, by and among Buyer, CRFH Acquisition Sub, Inc., and the Company, as such agreement may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Merger Sub" means CRFH Acquisition Sub, Inc., a Delaware corporation (EIN: 13-6318877), formed on March 4, 2022, and wholly owned by Buyer, which will merge with and into the Company at the Effective Time of the Merger.

"Objection Notice" means a written notice delivered by the Stockholder Representative to Escrow Agent and Buyer objecting to all or a portion of a claim set forth in a Claim Notice, in accordance with Section 3.2 hereof.

"Objection Period" means the period of thirty (30) business days following receipt by the Stockholder Representative of a Claim Notice, during which the Stockholder Representative may deliver an Objection Notice with respect to such Claim Notice.

"Pending Claims Reserve" has the meaning set forth in Section 5.2(a) hereof.

"Permitted Investments" has the meaning set forth in Section 4.2 hereof.

"Resolved Amount" means the portion of a claimed amount that has been agreed upon by Buyer and the Stockholder Representative through negotiation and memorialized in a Joint Written Direction, or that has been determined by a final, non-appealable order of a court of competent jurisdiction.

"Stockholder Representative" means Coral Reef Hospitality Group, Inc., a Delaware corporation, in its post-Closing capacity as representative, agent, and attorney-in-fact for the former stockholders of the Company, acting on behalf of the former stockholders of the Company with respect to all matters arising under this Escrow Agreement and the indemnification provisions of the Merger Agreement.

"Termination Date" means the date that is eighteen (18) months after the Closing Date, subject to extension for pending and unresolved claims as set forth in Section 5.2 hereof.

"Undisputed Amount" means the portion, if any, of a claim amount set forth in a Claim Notice that the Stockholder Representative agrees in the Objection Notice is payable to Buyer from the Escrow Fund.

Section 1.2 Terms Defined in the Merger Agreement. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement. In the event that a term is defined both in this Agreement and in the Merger Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.

Section 1.3 Rules of Construction. The following rules of construction shall apply to this Agreement:

(a) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

(b) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.

(d) The word "or" is not exclusive and shall have the inclusive meaning represented by the phrase "and/or."

(e) References to "Sections," "Articles," and "Schedules" are to Sections, Articles, and Schedules of this Agreement unless otherwise specified.

(f) References to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof, unless otherwise expressly stated.

(g) References to "dollars" or "$" shall mean United States dollars.

(h) References to "business days" shall mean any day other than a Saturday, Sunday, or any day on which banking institutions in the State of Delaware or the State of New York are authorized or required by law or executive order to be closed.

(i) All references to time shall mean Eastern Time unless otherwise specified.

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 Deposit of Escrow Amount. On the Closing Date, simultaneously with the consummation of the Merger, Buyer shall cause the Escrow Amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) to be deposited with Escrow Agent by wire transfer of immediately available funds to the Escrow Account. The Escrow Amount shall be withheld from the aggregate Merger Consideration otherwise payable to the former stockholders of the Company at the Closing. Escrow Agent shall provide wire transfer instructions for the Escrow Account to Buyer in writing not less than two (2) business days prior to the Closing Date. Escrow Agent shall promptly confirm receipt of the Escrow Amount in writing to Buyer and the Stockholder Representative upon receipt of such deposit. The deposit of the Escrow Amount into the Escrow Account shall be a condition to the Closing under the Merger Agreement.

Section 2.2 Segregation of Escrow Fund. Escrow Agent shall hold the Escrow Fund in a separate, segregated trust account at a federally insured depository institution, identified by the reference number CTC-ESC-2022-1173. Escrow Agent shall not commingle the Escrow Fund with any other funds held by Escrow Agent in any capacity, whether for its own account or for the account of any other person or entity. The Escrow Account shall be maintained in the name of Commonwealth Trust Company, as Escrow Agent, for the benefit of the Parties, and shall be designated in a manner that clearly identifies it as an escrow account holding funds pursuant to this Agreement.

Section 2.3 Purpose of Escrow Fund. The Escrow Fund shall serve as the sole and exclusive source of recovery for Buyer with respect to indemnification claims arising under Article IX of the Merger Agreement, subject to the terms and limitations thereof and of this Agreement. The Parties acknowledge and agree that, except in the case of claims based upon fraud (as defined in the Merger Agreement) or claims for equitable relief as expressly permitted by the Merger Agreement, the Escrow Fund shall constitute the exclusive remedy available to Buyer for satisfaction of indemnification claims against the former stockholders of the Company. For the avoidance of doubt, nothing herein shall limit or impair Buyer's rights or remedies under the Merger Agreement with respect to claims based upon fraud, which rights and remedies shall not be limited to the Escrow Fund.

Section 2.4 Escrow Period. The Escrow Period shall commence on the Closing Date and shall expire at 5:00 p.m. Eastern Time on the date that is eighteen (18) months after the Closing Date (such date, the "Termination Date"), subject to extension for pending and unresolved Claim Notices as provided in Section 5.2 hereof. During the Escrow Period, the Escrow Fund shall be held, invested, and disbursed solely in accordance with the terms and conditions of this Agreement.

ARTICLE III — CLAIMS PROCEDURES

Section 3.1 Claim Notice. If at any time during the Escrow Period, Buyer believes in good faith that it is entitled to indemnification from the Escrow Fund pursuant to Article IX of the Merger Agreement, Buyer shall deliver a Claim Notice to Escrow Agent and to the Stockholder Representative. Buyer may deliver one or more Claim Notices at any time during the Escrow Period, and the delivery of a Claim Notice during the Escrow Period shall preserve Buyer's right to pursue and recover on such claim regardless of whether such claim is resolved before or after the Termination Date. Each Claim Notice shall set forth the following information in reasonable detail:

(a) a description of the nature and factual basis of the indemnification claim, including the specific representations, warranties, covenants, or obligations under the Merger Agreement that Buyer alleges have been breached or are the basis for the claim;

(b) the dollar amount of the claimed loss, to the extent then known or reasonably ascertainable, and if the amount is not fully ascertainable at the time of delivery of the Claim Notice, a good-faith estimate of the anticipated amount of such loss, together with a statement that such amount constitutes an estimate and is subject to adjustment upon further information becoming available;

(c) copies of any agreements, correspondence, invoices, assessments, demands, or other relevant documentation reasonably supporting the factual basis and amount of the claim, to the extent such documentation is then in Buyer's possession or reasonably available to Buyer; and

(d) a reference to the applicable section or sections of the Merger Agreement giving rise to the indemnification claim and a statement of the legal basis upon which Buyer believes it is entitled to indemnification.

A Claim Notice need not be accompanied by complete documentation or a final calculation of losses at the time of delivery, and Buyer may supplement or amend a Claim Notice at any time by delivering a supplemental notice to Escrow Agent and the Stockholder Representative. The delivery of a Claim Notice shall not constitute an admission by Buyer as to the final amount of any claim.

Section 3.2 Objection Period. The Stockholder Representative shall have thirty (30) business days following actual receipt of a Claim Notice (the "Objection Period") to deliver an Objection Notice to Escrow Agent and Buyer. Each Objection Notice shall contain the following:

(a) a reasonably detailed statement of the basis for the Stockholder Representative's objection to the Claim Notice, including the specific factual or legal grounds upon which the Stockholder Representative disputes the validity of the claim, the amount of the claimed loss, or both;

(b) the Undisputed Amount, if any — that is, the dollar amount that the Stockholder Representative agrees is properly payable to Buyer from the Escrow Fund with respect to the claim set forth in the Claim Notice; and

(c) the Disputed Amount — that is, the dollar amount of the claim set forth in the Claim Notice that the Stockholder Representative disputes, together with the Stockholder Representative's calculation or rationale for the Disputed Amount.

The Objection Notice may be accompanied by such supporting documentation, analysis, or other information as the Stockholder Representative deems relevant to its objection. Failure of the Stockholder Representative to include any particular ground of objection in the Objection Notice shall not constitute a waiver of such ground, provided that the Stockholder Representative has identified the Disputed Amount with reasonable specificity.

Section 3.3 No Objection — Disbursement. If the Stockholder Representative fails to deliver an Objection Notice within the Objection Period, the full claim amount set forth in the Claim Notice shall be deemed accepted and agreed to by the Stockholder Representative, and Escrow Agent shall, within five (5) business days after the expiration of the Objection Period, disburse the claimed amount from the Escrow Fund to Buyer by wire transfer of immediately available funds to the account designated by Buyer in accordance with Section 5.3. In the event the claimed amount exceeds the remaining balance of the Escrow Fund, Escrow Agent shall disburse the entire remaining balance of the Escrow Fund to Buyer, and such disbursement shall fully satisfy Escrow Agent's obligations with respect to such Claim Notice.

Section 3.4 Objection — Undisputed Amount. If the Stockholder Representative timely delivers an Objection Notice and such Objection Notice identifies an Undisputed Amount greater than zero dollars ($0.00), Escrow Agent shall disburse the Undisputed Amount to Buyer by wire transfer of immediately available funds within five (5) business days following Escrow Agent's receipt of the Objection Notice, to the account designated by Buyer in accordance with Section 5.3. The disbursement of the Undisputed Amount shall not prejudice either Party's rights with respect to the Disputed Amount.

Section 3.5 Resolution of Disputed Amounts. With respect to any Disputed Amount identified in a timely delivered Objection Notice, the following procedures shall apply:

(a) Negotiation Period. Buyer and the Stockholder Representative shall negotiate in good faith for a period of thirty (30) calendar days following Buyer's receipt of the Objection Notice (the "Negotiation Period") to resolve the dispute with respect to the Disputed Amount. During the Negotiation Period, each Party shall make available to the other, upon reasonable request, such information and documentation as is reasonably necessary to facilitate resolution of the dispute, subject to any applicable privileges or confidentiality restrictions.

(b) Joint Written Direction Upon Agreement. If Buyer and the Stockholder Representative reach agreement during the Negotiation Period (or at any time thereafter but prior to a final court determination), they shall deliver a Joint Written Direction to Escrow Agent specifying the Resolved Amount to be disbursed to Buyer and, to the extent applicable, any remaining portion of the Disputed Amount to be retained in the Escrow Fund or released to the Stockholder Representative, as the case may be. Escrow Agent shall make the disbursements specified in such Joint Written Direction within five (5) business days following receipt thereof.

(c) Judicial Resolution. If Buyer and the Stockholder Representative are unable to resolve the dispute within the thirty (30) calendar day Negotiation Period, either Party may submit the dispute to a court of competent jurisdiction in the State of Delaware for resolution in accordance with Section 11.2 hereof. Escrow Agent shall continue to hold the Disputed Amount in the Escrow Account pending resolution of the dispute, and shall disburse the Disputed Amount only upon receipt of (i) a Joint Written Direction, or (ii) a final, non-appealable order or judgment of such court directing the disposition of the Disputed Amount. Upon receipt of a certified copy of such order or judgment, Escrow Agent shall make the disbursements directed therein within five (5) business days, subject to its right to seek clarification or instruction from the court if the order or judgment is ambiguous.

Section 3.6 Escrow Agent's Reliance on Notices. Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any Claim Notice, Objection Notice, Joint Written Direction, court order, or other document or instrument that Escrow Agent in good faith believes to be genuine, to have been duly signed or presented by the proper party or parties, and to conform to the requirements of this Agreement. Escrow Agent shall not be required to independently verify or investigate the accuracy, validity, or completeness of any such notice or instrument or the authority of any person signing the same. Escrow Agent shall have no liability for any action taken or omitted to be taken in good faith reliance on any such notice or instrument.

ARTICLE IV — INVESTMENT OF ESCROW FUND

Section 4.1 General. Escrow Agent shall invest and reinvest the Escrow Fund in Permitted Investments as directed by a Joint Written Direction delivered to Escrow Agent by Buyer and the Stockholder Representative. The Parties acknowledge and agree that Escrow Agent shall have no discretion with respect to the selection of Permitted Investments and shall invest the Escrow Fund solely as directed by such Joint Written Direction. In the absence of written investment instructions from Buyer and the Stockholder Representative, Escrow Agent shall invest the Escrow Fund in a money market account or money market fund that invests primarily in direct obligations of the United States Treasury or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. Escrow Agent shall liquidate any Permitted Investment as necessary to make any disbursement required under this Agreement.

Section 4.2 Permitted Investments. For purposes of this Agreement, "Permitted Investments" means any of the following:

(a) direct obligations of the United States of America (including United States Treasury bills, notes, and bonds), or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days of the date of investment;

(b) money market deposit accounts, time deposits, or certificates of deposit issued by a domestic banking institution that is a member of the Federal Deposit Insurance Corporation and has a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000), in each case maturing within ninety (90) days of the date of investment;

(c) money market funds that are registered under the Investment Company Act of 1940, as amended, and that are rated in the highest rating category by at least one nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended), including Standard & Poor's Ratings Services, Moody's Investors Service, Inc., and Fitch Ratings, Inc.; and

(d) such other investments as may be mutually agreed upon by Buyer and the Stockholder Representative and communicated to Escrow Agent in a Joint Written Direction.

Section 4.3 Earnings. All interest, dividends, earnings, and other income earned on the Escrow Fund shall become part of the Escrow Fund and shall be held, invested, and disbursed in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, any such earnings shall be subject to the same restrictions and disbursement procedures as the principal amount of the Escrow Fund.

Section 4.4 Tax Matters.

(a) Tax Ownership. For United States federal and applicable state and local income tax purposes, the Parties agree that the Escrow Fund shall be treated as owned by the former stockholders of the Company (represented by the Stockholder Representative), and all interest, dividends, earnings, and other income earned on the Escrow Fund shall be reported as income of the former stockholders of the Company in accordance with their respective pro rata shares of the Escrow Fund, determined in proportion to the number of shares of Company common stock held by each former stockholder immediately prior to the Effective Time of the Merger. The Stockholder Representative shall be responsible for providing to each former stockholder such information as is reasonably necessary for such former stockholder to report its allocable share of Escrow Fund income on its income tax return.

(b) Tax Forms. The Stockholder Representative shall provide Escrow Agent with a properly completed and duly executed Internal Revenue Service Form W-9 (or any applicable successor form) or, if the Stockholder Representative or any former stockholder is not a United States person, the applicable Internal Revenue Service Form W-8 (W-8BEN, W-8BEN-E, W-8ECI, W-8IMY, or W-8EXP, as applicable), in each case promptly upon execution of this Agreement and prior to any disbursement from the Escrow Fund. Failure to provide such completed tax forms may result in the imposition of withholding taxes on disbursements from the Escrow Fund.

(c) Tax Reporting. Escrow Agent shall report all interest, dividends, earnings, and other income earned on the Escrow Fund to the Internal Revenue Service on Form 1099 (or any applicable successor form) under the taxpayer identification number provided by the Stockholder Representative (Company EIN: 59-3847621), or under such other taxpayer identification number as the Stockholder Representative may direct in writing. Escrow Agent shall deliver copies of all such tax reports to the Stockholder Representative and to Buyer promptly upon filing.

(d) Tax Withholding. Escrow Agent shall be entitled to deduct and withhold from any disbursement from the Escrow Fund any taxes that Escrow Agent is required to withhold under applicable federal, state, local, or foreign tax laws, regulations, or rulings. Any amounts so withheld and remitted to the appropriate taxing authority shall be treated for all purposes of this Agreement as having been disbursed to the person with respect to which such deduction and withholding was made. Escrow Agent shall promptly provide the Stockholder Representative with evidence of any such withholding and payment.

Section 4.5 Investment Losses. Escrow Agent shall not be liable for any loss of principal or income resulting from any Permitted Investment made in accordance with the terms of this Agreement or any Joint Written Direction, including without limitation any loss resulting from market fluctuations, the default of any issuer or counterparty, or any decline in the value of any Permitted Investment. The Parties acknowledge that Permitted Investments are subject to market risk, and that the Escrow Fund may decrease in value due to investment losses. No such loss shall relieve Buyer of any obligation under the Merger Agreement or this Agreement.

ARTICLE V — DISBURSEMENT MECHANICS

Section 5.1 Disbursement to Buyer. Escrow Agent shall disburse funds from the Escrow Fund to Buyer only under the following circumstances:

(a) pursuant to a Joint Written Direction executed by both Buyer and the Stockholder Representative directing payment to Buyer of the amount specified therein;

(b) following the expiration of the Objection Period without timely delivery of an Objection Notice by the Stockholder Representative, in accordance with Section 3.3 hereof, in the amount set forth in the applicable Claim Notice (or the remaining balance of the Escrow Fund, if less);

(c) with respect to any Undisputed Amount identified in a timely delivered Objection Notice, in accordance with Section 3.4 hereof; or

(d) pursuant to a final, non-appealable order or judgment of a court of competent jurisdiction directing the disbursement of a specified amount from the Escrow Fund to Buyer.

Escrow Agent shall have no obligation to disburse any funds from the Escrow Fund except as expressly provided in this Section 5.1 and shall not be required to disburse any funds based upon oral instructions or directions from any Party.

Section 5.2 Release of Escrow Fund at Termination.

(a) Release of Remaining Balance. On the Termination Date (that is, the date that is eighteen (18) months after the Closing Date), Escrow Agent shall release to the Stockholder Representative (for the account of and for distribution to the former stockholders of the Company on a pro rata basis in accordance with their respective share ownership as described in Section 5.4 hereof) the entire remaining balance of the Escrow Fund, less any amounts that are the subject of then-pending and unresolved Claim Notices (the aggregate of such amounts being the "Pending Claims Reserve"). The release of the remaining balance to the Stockholder Representative shall be made by wire transfer of immediately available funds within five (5) business days after the Termination Date. Escrow Agent shall provide Buyer and the Stockholder Representative with a final accounting of the Escrow Fund as of the Termination Date.

(b) Retention of Pending Claims Reserve. With respect to the Pending Claims Reserve, Escrow Agent shall continue to hold such amounts in the Escrow Account in accordance with the terms of this Agreement (including the investment provisions of Article IV) until the earliest to occur of the following: (i) receipt by Escrow Agent of a Joint Written Direction executed by Buyer and the Stockholder Representative directing the disposition of all or a portion of the Pending Claims Reserve; (ii) receipt by Escrow Agent of a certified copy of a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of all or a portion of the Pending Claims Reserve; or (iii) receipt by Escrow Agent of a written notice from Buyer, delivered to both Escrow Agent and the Stockholder Representative, withdrawing the applicable Claim Notice in its entirety.

(c) Final Disbursement. Upon final resolution of all pending claims that gave rise to the Pending Claims Reserve, whether by Joint Written Direction, court order, or withdrawal, Escrow Agent shall disburse the Pending Claims Reserve (or the remaining portion thereof after any amounts previously disbursed to Buyer with respect to resolved claims) in accordance with the applicable Joint Written Direction or court order. To the extent no portion of the Pending Claims Reserve is directed to be paid to Buyer upon final resolution, the entire Pending Claims Reserve shall be released to the Stockholder Representative for distribution to the former stockholders of the Company in accordance with Section 5.4 hereof.

Section 5.3 Wire Transfer Instructions.

(a) All disbursements by Escrow Agent under this Agreement shall be made by wire transfer of immediately available funds in United States dollars to the accounts designated in writing by the receiving Party or Parties, as applicable.

(b) Buyer shall provide Escrow Agent with its wire transfer instructions in writing, on Buyer's letterhead and signed by an authorized representative, on or prior to the Closing Date. Such instructions shall be held on file by Escrow Agent and shall remain in effect until updated in accordance with subparagraph (d) below.

(c) The Stockholder Representative shall provide Escrow Agent with its wire transfer instructions in writing, on the Stockholder Representative's letterhead and signed by an authorized representative, on or prior to the Closing Date. Such instructions shall be held on file by Escrow Agent and shall remain in effect until updated in accordance with subparagraph (d) below.

(d) Any Party may update its wire transfer instructions at any time by delivering written notice to Escrow Agent and the other Parties at least five (5) business days prior to any disbursement. Escrow Agent shall be entitled to confirm any change in wire transfer instructions by telephone callback to an authorized representative of the requesting Party at the telephone number on file with Escrow Agent prior to acting upon such updated instructions.

Section 5.4 Manner of Disbursement to Former Stockholders. Any amounts released from the Escrow Fund to the Stockholder Representative under this Agreement shall be distributed by the Stockholder Representative to the former stockholders of the Company on a pro rata basis, in proportion to the number of shares of Company common stock, par value $0.001 per share, held by each such former stockholder immediately prior to the Effective Time of the Merger (out of 6,315,789 total shares of common stock issued and outstanding immediately prior to the Effective Time), net of any applicable withholding taxes. The Stockholder Representative shall be solely responsible for the calculation and execution of such pro rata distributions and for any withholding required under applicable law. Escrow Agent shall have no responsibility or liability for the manner in which the Stockholder Representative distributes funds to the former stockholders of the Company following release from the Escrow Account.

ARTICLE VI — DUTIES AND RESPONSIBILITIES OF ESCROW AGENT

Section 6.1 Duties. Escrow Agent's duties and obligations under this Agreement shall be limited to those expressly set forth herein. Escrow Agent shall act as a stakeholder only and shall have no duties or responsibilities other than those expressly set forth in this Agreement. Escrow Agent is not a party to, and shall have no duties or obligations under, the Merger Agreement or any other agreement between Buyer, the Company, or the Stockholder Representative. No implied covenants, duties, or obligations shall be read into this Agreement against Escrow Agent.

Section 6.2 Standard of Care. Escrow Agent shall perform its duties hereunder with the degree of care, skill, and diligence that a reasonably prudent trust company would exercise under the circumstances in the performance of comparable duties. Subject to the limitations on liability set forth in Article VIII, Escrow Agent shall be responsible for the proper safekeeping, investment, and disbursement of the Escrow Fund in accordance with the express terms of this Agreement.

Section 6.3 Reliance. Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any notice, instruction, request, consent, statement, certificate, or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties or by a duly authorized representative thereof. Escrow Agent shall not be required to inquire into the authority of any person executing or delivering any such document on behalf of any Party, and may assume that any person purporting to give any notice or instruction in connection with the provisions of this Agreement has been duly authorized to do so.

Section 6.4 No Investigation. Escrow Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, the performance or failure of performance of any Party under the Merger Agreement or any other agreement, instrument, or document, or whether any Party has complied with or defaulted under any agreement, instrument, or document. Escrow Agent shall have no obligation to monitor or enforce the terms of the Merger Agreement or to take any action with respect to any matter other than as expressly provided in this Agreement. Escrow Agent's obligations hereunder are solely ministerial in nature.

Section 6.5 Conflicting Instructions. If at any time Escrow Agent receives instructions or directions from Buyer and the Stockholder Representative that are conflicting, ambiguous, or otherwise inconsistent with one another or with the terms of this Agreement, Escrow Agent shall be entitled to refrain from taking any action with respect to the Escrow Fund until it receives one of the following: (a) a Joint Written Direction resolving the conflict or ambiguity; (b) a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of the Escrow Fund or the disputed portion thereof; or (c) a written agreement between the Parties resolving the conflict, in each case accompanied by notice to all Parties. Escrow Agent shall not incur any liability for its failure to act pending receipt of such clarifying instructions.

Section 6.6 Interpleader. In the event of any dispute between the Parties regarding the Escrow Fund or the obligations of Escrow Agent hereunder that Escrow Agent is unable to resolve within a reasonable time, Escrow Agent may, in its sole discretion and without incurring any liability to any Party, commence an interpleader action or other appropriate proceeding in a court of competent jurisdiction in the State of Delaware, and may deposit the Escrow Fund (or the disputed portion thereof) with such court. Upon such deposit, Escrow Agent shall be relieved and discharged of all further duties, obligations, and liabilities hereunder with respect to the funds so deposited (except with respect to its obligation to account for the Escrow Fund up to the date of such deposit). Buyer and the Stockholder Representative shall reimburse Escrow Agent in equal shares for all costs and expenses (including reasonable attorneys' fees and court costs) incurred by Escrow Agent in connection with any interpleader action commenced pursuant to this Section 6.6.

Section 6.7 Resignation. Escrow Agent may resign at any time by giving thirty (30) calendar days' prior written notice to Buyer and the Stockholder Representative, specifying the effective date of such resignation. Such resignation shall take effect upon the earlier of (i) the appointment of a successor escrow agent by the mutual written agreement of Buyer and the Stockholder Representative, or (ii) the expiration of such thirty (30) calendar day notice period. If Buyer and the Stockholder Representative have not appointed a successor escrow agent within thirty (30) calendar days following receipt of Escrow Agent's notice of resignation, Escrow Agent shall be entitled to deposit the Escrow Fund with a court of competent jurisdiction in the State of Delaware, and upon such deposit shall be relieved and discharged of all further duties, obligations, and liabilities hereunder with respect to the funds so deposited.

Section 6.8 Removal. Escrow Agent may be removed at any time by the joint written consent of Buyer and the Stockholder Representative. Such removal shall be effective upon thirty (30) calendar days' prior written notice to Escrow Agent and the appointment and acceptance by a successor escrow agent. In the event Buyer and the Stockholder Representative elect to remove Escrow Agent pursuant to this Section 6.8, Buyer and the Stockholder Representative shall jointly identify and appoint a successor escrow agent meeting the qualifications set forth in Section 6.9, and Escrow Agent shall transfer the Escrow Fund to such successor escrow agent upon the effective date of its removal.

Section 6.9 Successor Escrow Agent. Any successor escrow agent appointed under Section 6.7 or Section 6.8 shall be a bank or trust company organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) and a credit rating of at least investment grade from a nationally recognized statistical rating organization. Upon appointment and acceptance by a successor escrow agent, Escrow Agent shall transfer the Escrow Fund to the successor escrow agent, and the successor escrow agent shall thereupon succeed to and become vested with all of the rights, powers, duties, and obligations of the Escrow Agent under this Agreement, as if originally named as a party hereto. Upon completion of such transfer, the resigning or removed Escrow Agent shall be discharged from any and all future obligations arising under this Agreement but shall not be discharged from any liability arising from actions taken or omitted prior to such transfer.

ARTICLE VII — COMPENSATION, EXPENSES, AND INDEMNIFICATION OF ESCROW AGENT

Section 7.1 Compensation. Escrow Agent shall be entitled to compensation for its services hereunder as set forth in Schedule A attached hereto and incorporated herein by reference. Such compensation shall be paid one-half (½) by Buyer and one-half (½) from the Escrow Fund (charged to the account of the Stockholder Representative and the former stockholders of the Company). For the avoidance of doubt, the annual escrow administration fee shall be Three Thousand Five Hundred Dollars ($3,500.00), payable in advance on the Closing Date and on each anniversary thereof for so long as this Agreement remains in effect, and the initial account set-up fee shall be One Thousand Five Hundred Dollars ($1,500.00), payable on the Closing Date. In the event the Escrow Period is extended beyond the initial eighteen (18) month term due to pending claims, Escrow Agent shall continue to be entitled to the annual escrow administration fee on a prorated basis for the period of such extension.

Section 7.2 Reimbursement of Expenses. Buyer and the Stockholder Representative shall reimburse Escrow Agent in equal shares for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including without limitation reasonable attorneys' fees and costs, postage and courier charges, filing fees, and any costs incurred in connection with compliance with legal process or court orders. Such reimbursement shall not include overhead costs, internal administrative costs, or salaries of Escrow Agent's employees. Escrow Agent shall provide Buyer and the Stockholder Representative with reasonable documentation of any expenses for which reimbursement is sought.

Section 7.3 Indemnification of Escrow Agent. Buyer and the Stockholder Representative (from the Escrow Fund to the extent funds remain available therein, and otherwise from the former stockholders of the Company pro rata in accordance with their respective share ownership), jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with this Agreement or the performance of Escrow Agent's duties hereunder, including without limitation any litigation or threatened litigation relating to the Escrow Fund, the Merger Agreement, or the transactions contemplated hereby or thereby; provided, however, that the foregoing indemnification obligation shall not apply to the extent that any such losses, damages, claims, liabilities, or expenses result directly from the gross negligence, willful misconduct, or bad faith of Escrow Agent. The indemnification obligations set forth in this Section 7.3 shall survive the resignation or removal of Escrow Agent and the termination of this Agreement.

Section 7.4 Lien. Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Fund, with priority over the interests of all other Parties, for any unpaid compensation owed to Escrow Agent under Section 7.1, any unreimbursed expenses owed under Section 7.2, and any amounts owed under Section 7.3. In the event that any such amounts remain unpaid for more than thirty (30) days following written demand therefor by Escrow Agent, Escrow Agent shall be entitled to deduct such amounts from the Escrow Fund and retain such amounts for its own account, with notice to Buyer and the Stockholder Representative.

ARTICLE VIII — LIMITATION OF LIABILITY OF ESCROW AGENT

Section 8.1 Limitation. Escrow Agent shall not be liable for any action taken or omitted to be taken by it hereunder, or for any error of judgment, except in the case of its own gross negligence, willful misconduct, or bad faith. In no event shall Escrow Agent be liable for any action taken or omitted to be taken in good faith reliance upon any notice, instruction, request, consent, certificate, court order, or other document believed by Escrow Agent to be genuine and to have been presented by the proper party. Escrow Agent shall not be liable for any action taken or omitted to be taken in accordance with the advice of legal counsel consulted by Escrow Agent in good faith with respect to any matter arising under this Agreement.

Section 8.2 No Consequential Damages. In no event shall Escrow Agent be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including without limitation lost profits, lost revenues, diminution in value, or loss of business opportunity, regardless of the form of action (whether in contract, tort, strict liability, or otherwise) and whether or not any such damages are foreseeable or whether Escrow Agent has been advised of the possibility of such damages. This limitation shall apply regardless of the cause of action or the legal theory upon which any claim is based.

Section 8.3 Force Majeure. Escrow Agent shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay results from causes beyond Escrow Agent's reasonable control, including without limitation acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster, war, armed conflict, invasion, riot, civil disturbance, insurrection, terrorism, epidemic, pandemic, quarantine, government action or regulation, embargo, sanctions, power or telecommunications failure, equipment malfunction or failure, computer virus or malware, labor disputes or strikes, transportation disruption, or any other similar event or circumstance beyond Escrow Agent's reasonable control. In the event of any such force majeure occurrence, Escrow Agent shall promptly notify Buyer and the Stockholder Representative and shall use commercially reasonable efforts to resume performance of its obligations as soon as practicable.

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 Representations of Buyer. Buyer hereby represents and warrants to Escrow Agent and the Stockholder Representative as follows:

(a) Buyer is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 13-6291054), and has the full limited partnership power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.

(b) Buyer has full limited partnership power and authority to execute, deliver, and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited partnership action on the part of Buyer, including approval by Ardent Capital GP III LLC, Buyer's general partner.

(c) This Agreement has been duly and validly executed and delivered by Buyer and constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).

(d) The execution, delivery, and performance by Buyer of this Agreement does not and will not (i) conflict with or violate the certificate of limited partnership or limited partnership agreement (or equivalent organizational documents) of Buyer, (ii) conflict with or violate any law, statute, regulation, rule, order, judgment, or decree applicable to Buyer, or (iii) result in a breach of, or constitute a default under, any agreement, contract, instrument, or obligation to which Buyer is a party or by which Buyer or its assets are bound.

Section 9.2 Representations of the Stockholder Representative. The Stockholder Representative hereby represents and warrants to Escrow Agent and Buyer as follows:

(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 59-3847621), and, in its post-Closing capacity as Stockholder Representative, has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement.

(b) The Stockholder Representative has been duly appointed and authorized under the terms of Article X of the Merger Agreement to act as the representative, agent, and attorney-in-fact for the former stockholders of the Company, with full power and authority to take any and all actions on behalf of the former stockholders that may be necessary or desirable in connection with this Agreement, including without limitation the execution of Joint Written Directions, the delivery of notices, and the receipt and distribution of funds from the Escrow Account.

(c) This Agreement has been duly and validly executed and delivered by the Stockholder Representative and constitutes a legal, valid, and binding obligation of the Stockholder Representative, enforceable against the Stockholder Representative in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).

(d) The execution, delivery, and performance by the Stockholder Representative of this Agreement does not and will not (i) conflict with or violate the certificate of incorporation, bylaws, or other organizational documents of the Company, (ii) conflict with or violate any law, statute, regulation, rule, order, judgment, or decree applicable to the Company or the Stockholder Representative, or (iii) result in a breach of, or constitute a default under, any agreement, contract, instrument, or obligation to which the Company or the Stockholder Representative is a party or by which any of their respective assets are bound.

Section 9.3 Representations of Escrow Agent. Escrow Agent hereby represents and warrants to Buyer and the Stockholder Representative as follows:

(a) Escrow Agent is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and possesses all necessary licenses, permits, and authorizations required to provide escrow and trust services in the State of Delaware and to perform its obligations under this Agreement.

(b) Escrow Agent has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Escrow Agent.

(c) This Agreement has been duly and validly executed and delivered by Escrow Agent and constitutes a legal, valid, and binding obligation of Escrow Agent, enforceable against Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).

ARTICLE X — NOTICES

Section 10.1 Form and Delivery. All notices, requests, claims, demands, Claim Notices, Objection Notices, Joint Written Directions, and other communications hereunder (collectively, "Notices") shall be in writing and shall be deemed to have been duly given or delivered:

(a) when delivered in person to the individual or the attention line specified below, upon delivery;

(b) when sent by electronic mail (email) to the email address specified below, upon confirmation of receipt by the recipient (provided that any such email transmission shall be followed within one (1) business day by delivery of a copy by one of the other methods described in this Section 10.1);

(c) one (1) business day after being sent by a nationally recognized overnight courier service (such as Sundial Data Systems, Harborline Partners LLC, or Tarrant & Co.), with tracking and signature confirmation, addressed to the applicable address specified below; or

(d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the applicable address specified below.

Section 10.2 Addresses for Notice. Notices shall be addressed as follows:

If to Buyer:

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

Attention: Tomás Iglesias, Principal

Email: t.iglesias@ardentcapital.com

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

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

Attention: Harrison Wexford, Partner

Email: hwexford@calderwoodharkness.com

If to the Stockholder Representative:

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

Attention: Patricia Sung, Chief Financial Officer

Email: p.sung@coralreefhospitality.com

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

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

Attention: Catherine Osei, Partner

Email: cosei@whitfieldcranesato.com

If to Escrow Agent:

Commonwealth Trust Company 3711 Kennett Pike, Suite 120 Greenville, Delaware 19807

Attention: Escrow Administration — Ref. CTC-ESC-2022-1173

Email: escrow@commonwealthtrust.com

Section 10.3 Change of Address. Any Party may change its address, email address, or designated contact person for purposes of Notices under this Agreement by giving written notice of such change to the other Parties in accordance with the provisions of this Article X. Any such change shall be effective upon receipt of the notice of change by the other Parties.

ARTICLE XI — GENERAL PROVISIONS

Section 11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware for the resolution of any dispute, claim, controversy, or cause of action arising under or in connection with this Agreement or any transaction contemplated hereby. In the event the Court of Chancery of the State of Delaware declines to exercise or does not have jurisdiction, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, as applicable. Each Party agrees that service of process may be effected by any method permitted by applicable law or by delivering a copy of the summons and complaint in the manner provided for the delivery of Notices under Article X hereof. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 11.2, and irrevocably waives and agrees not to plead or claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 11.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.3.

Section 11.4 Entire Agreement. This Agreement, together with the Merger Agreement (to the extent referenced herein) and any schedules, exhibits, and annexes attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, agreements, and understandings, both oral and written, among the Parties with respect to the escrow of the Escrow Amount and the matters addressed herein.

Section 11.5 Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of Buyer, the Stockholder Representative, and Escrow Agent. No waiver of any term, provision, or condition of this Agreement shall be effective unless set forth in a written instrument duly executed by the Party or Parties against whom enforcement of such waiver is sought. No waiver by any Party of any term, provision, or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term, provision, or condition on any future occasion. No failure or delay by any 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 right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 11.6 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Parties, except that Buyer may assign its rights (but not its obligations) under this Agreement to any affiliate of Buyer without the prior written consent of the Stockholder Representative or Escrow Agent; provided, however, that no such assignment shall relieve Buyer of any of its obligations hereunder, and the assignee shall be bound by the terms and conditions of this Agreement to the same extent as Buyer. Any purported assignment in violation of this Section 11.6 shall be null and void and of no force or effect.

Section 11.7 No Third-Party Beneficiaries. Except as expressly set forth in this Agreement, this Agreement is not intended to, and sh

ESCROW AGREEMENT
Reference No. CTC-ESC-2022-1173
April 25, 2022
This ESCROW AGREEMENT (this "Agreement") is entered into as of April 25, 2022, by and among:
(1) Ardent Capital Partners III LP, a Delaware limited partnership (the "Buyer");
(2) Coral Reef Hospitality Group, Inc., a Delaware corporation, acting in its capacity as stockholder representative (the "Stockholder Representative"); and
(3) Commonwealth Trust Company, a Delaware trust company (the "Escrow Agent").
Each of the Buyer, the Stockholder Representative, and the Escrow Agent may be referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Buyer, CRFH Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), and Coral Reef Hospitality Group, Inc., a Delaware corporation (Nasdaq: CRFH) (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of April 25, 2022 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Buyer (the "Merger");
WHEREAS, the Merger is structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law, whereby Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Buyer immediately following the consummation of the Merger;
WHEREAS, pursuant to the Merger Agreement, at the Effective Time of the Merger, each outstanding share of common stock, par value $0.001 per share, of the Company (consisting of 6,315,789 shares issued and outstanding immediately prior to the Effective Time) will be converted into the right to receive $4.75 per share in cash, without interest thereon, for an aggregate equity value of Thirty Million Dollars ($30,000,000.00) (the "Merger Consideration");
WHEREAS, the Merger Agreement requires, as a condition to the Closing, the deposit of One Million Five Hundred Thousand Dollars ($1,500,000.00) (the "Escrow Amount"), representing five percent (5.0%) of the aggregate equity value, into an escrow account to be held and administered in accordance with this Agreement, in order to secure the indemnification obligations of the former stockholders of the Company under Article IX of the Merger Agreement;
WHEREAS, the Escrow Amount shall be withheld from the aggregate Merger Consideration otherwise payable to the former stockholders of the Company at the Closing and shall be held by the Escrow Agent for a period of eighteen (18) months following the Closing Date (the "Escrow Period"), subject to the terms and conditions set forth herein;
WHEREAS, the Stockholder Representative has been duly appointed under Article X of the Merger Agreement to act on behalf of, and as the agent and attorney-in-fact for, the former stockholders of the Company with full power and authority to take all actions and make all decisions with respect to all matters arising under this Escrow Agreement and any related indemnification matters, and each former stockholder of the Company has consented to such appointment as a condition to receiving the Merger Consideration;
WHEREAS, Commonwealth Trust Company, a Delaware trust company located at 3711 Kennett Pike, Suite 120, Greenville, Delaware 19807, has agreed to serve as Escrow Agent upon the terms and conditions set forth herein and is willing to hold, invest, and disburse the Escrow Fund in accordance with this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Buyer" means Ardent Capital Partners III LP, a Delaware limited partnership, with its principal office located at 590 Madison Avenue, 38th Floor, New York, New York 10022.
"Claim Notice" means a written notice delivered by Buyer to Escrow Agent and the Stockholder Representative asserting an indemnification claim against the Escrow Fund in accordance with Section 3.1 hereof.
"Closing" has the meaning ascribed to such term in the Merger Agreement, and refers to the consummation of the transactions contemplated by the Merger Agreement, including the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
"Closing Date" has the meaning ascribed to such term in the Merger Agreement, and refers to the date on which the Closing actually occurs.
"Company" means Coral Reef Hospitality Group, Inc., a Delaware corporation, with its principal office located at 2400 Bayshore Boulevard, Suite 300, Tampa, Florida 33629.
"Disputed Amount" means any portion of a claim amount set forth in a Claim Notice that is objected to by the Stockholder Representative in a timely delivered Objection Notice, as more fully described in Section 3.2 hereof.
"Escrow Account" means the segregated trust account established and maintained by Escrow Agent at a federally insured depository institution for the purpose of holding the Escrow Fund, identified by reference number CTC-ESC-2022-1173.
"Escrow Agent" means Commonwealth Trust Company, a Delaware trust company, and any successor escrow agent appointed in accordance with Section 6.9 hereof.
"Escrow Amount" means One Million Five Hundred Thousand Dollars ($1,500,000.00) in cash deposited into the Escrow Account at the Closing in accordance with Section 2.1 hereof.
"Escrow Fund" means the Escrow Amount, together with any interest, earnings, dividends, or other income earned thereon, net of any fees, expenses, or tax withholdings charged against the Escrow Account in accordance with the terms of this Agreement.
"Escrow Period" means the period commencing on the Closing Date and expiring at 5:00 p.m. Eastern Time on the date that is eighteen (18) months after the Closing Date, subject to extension for pending and unresolved Claim Notices as provided in Section 5.2 hereof.
"Joint Written Direction" means a written instruction or direction executed by both the Buyer (or its authorized representative) and the Stockholder Representative (or its authorized representative), delivered to Escrow Agent, directing the Escrow Agent to take the action specified therein with respect to the Escrow Fund.
"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of April 25, 2022, by and among Buyer, CRFH Acquisition Sub, Inc., and the Company, as such agreement may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Merger Sub" means CRFH Acquisition Sub, Inc., a Delaware corporation (EIN: 13-6318877), formed on March 4, 2022, and wholly owned by Buyer, which will merge with and into the Company at the Effective Time of the Merger.
"Objection Notice" means a written notice delivered by the Stockholder Representative to Escrow Agent and Buyer objecting to all or a portion of a claim set forth in a Claim Notice, in accordance with Section 3.2 hereof.
"Objection Period" means the period of thirty (30) business days following receipt by the Stockholder Representative of a Claim Notice, during which the Stockholder Representative may deliver an Objection Notice with respect to such Claim Notice.
"Pending Claims Reserve" has the meaning set forth in Section 5.2(a) hereof.
"Permitted Investments" has the meaning set forth in Section 4.2 hereof.
"Resolved Amount" means the portion of a claimed amount that has been agreed upon by Buyer and the Stockholder Representative through negotiation and memorialized in a Joint Written Direction, or that has been determined by a final, non-appealable order of a court of competent jurisdiction.
"Stockholder Representative" means Coral Reef Hospitality Group, Inc., a Delaware corporation, in its post-Closing capacity as representative, agent, and attorney-in-fact for the former stockholders of the Company, acting on behalf of the former stockholders of the Company with respect to all matters arising under this Escrow Agreement and the indemnification provisions of the Merger Agreement.
"Termination Date" means the date that is eighteen (18) months after the Closing Date, subject to extension for pending and unresolved claims as set forth in Section 5.2 hereof.
"Undisputed Amount" means the portion, if any, of a claim amount set forth in a Claim Notice that the Stockholder Representative agrees in the Objection Notice is payable to Buyer from the Escrow Fund.
Section 1.2 Terms Defined in the Merger Agreement. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement. In the event that a term is defined both in this Agreement and in the Merger Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.
Section 1.3 Rules of Construction. The following rules of construction shall apply to this Agreement:
(a) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
(b) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.
(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(d) The word "or" is not exclusive and shall have the inclusive meaning represented by the phrase "and/or."
(e) References to "Sections," "Articles," and "Schedules" are to Sections, Articles, and Schedules of this Agreement unless otherwise specified.
(f) References to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof, unless otherwise expressly stated.
(g) References to "dollars" or "$" shall mean United States dollars.
(h) References to "business days" shall mean any day other than a Saturday, Sunday, or any day on which banking institutions in the State of Delaware or the State of New York are authorized or required by law or executive order to be closed.
(i) All references to time shall mean Eastern Time unless otherwise specified.
ARTICLE II — ESTABLISHMENT OF ESCROW
Section 2.1 Deposit of Escrow Amount. On the Closing Date, simultaneously with the consummation of the Merger, Buyer shall cause the Escrow Amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) to be deposited with Escrow Agent by wire transfer of immediately available funds to the Escrow Account. The Escrow Amount shall be withheld from the aggregate Merger Consideration otherwise payable to the former stockholders of the Company at the Closing. Escrow Agent shall provide wire transfer instructions for the Escrow Account to Buyer in writing not less than two (2) business days prior to the Closing Date. Escrow Agent shall promptly confirm receipt of the Escrow Amount in writing to Buyer and the Stockholder Representative upon receipt of such deposit. The deposit of the Escrow Amount into the Escrow Account shall be a condition to the Closing under the Merger Agreement.
Section 2.2 Segregation of Escrow Fund. Escrow Agent shall hold the Escrow Fund in a separate, segregated trust account at a federally insured depository institution, identified by the reference number CTC-ESC-2022-1173. Escrow Agent shall not commingle the Escrow Fund with any other funds held by Escrow Agent in any capacity, whether for its own account or for the account of any other person or entity. The Escrow Account shall be maintained in the name of Commonwealth Trust Company, as Escrow Agent, for the benefit of the Parties, and shall be designated in a manner that clearly identifies it as an escrow account holding funds pursuant to this Agreement.
Section 2.3 Purpose of Escrow Fund. The Escrow Fund shall serve as the sole and exclusive source of recovery for Buyer with respect to indemnification claims arising under Article IX of the Merger Agreement, subject to the terms and limitations thereof and of this Agreement. The Parties acknowledge and agree that, except in the case of claims based upon fraud (as defined in the Merger Agreement) or claims for equitable relief as expressly permitted by the Merger Agreement, the Escrow Fund shall constitute the exclusive remedy available to Buyer for satisfaction of indemnification claims against the former stockholders of the Company. For the avoidance of doubt, nothing herein shall limit or impair Buyer's rights or remedies under the Merger Agreement with respect to claims based upon fraud, which rights and remedies shall not be limited to the Escrow Fund.
Section 2.4 Escrow Period. The Escrow Period shall commence on the Closing Date and shall expire at 5:00 p.m. Eastern Time on the date that is eighteen (18) months after the Closing Date (such date, the "Termination Date"), subject to extension for pending and unresolved Claim Notices as provided in Section 5.2 hereof. During the Escrow Period, the Escrow Fund shall be held, invested, and disbursed solely in accordance with the terms and conditions of this Agreement.
ARTICLE III — CLAIMS PROCEDURES
Section 3.1 Claim Notice. If at any time during the Escrow Period, Buyer believes in good faith that it is entitled to indemnification from the Escrow Fund pursuant to Article IX of the Merger Agreement, Buyer shall deliver a Claim Notice to Escrow Agent and to the Stockholder Representative. Buyer may deliver one or more Claim Notices at any time during the Escrow Period, and the delivery of a Claim Notice during the Escrow Period shall preserve Buyer's right to pursue and recover on such claim regardless of whether such claim is resolved before or after the Termination Date. Each Claim Notice shall set forth the following information in reasonable detail:
(a) a description of the nature and factual basis of the indemnification claim, including the specific representations, warranties, covenants, or obligations under the Merger Agreement that Buyer alleges have been breached or are the basis for the claim;
(b) the dollar amount of the claimed loss, to the extent then known or reasonably ascertainable, and if the amount is not fully ascertainable at the time of delivery of the Claim Notice, a good-faith estimate of the anticipated amount of such loss, together with a statement that such amount constitutes an estimate and is subject to adjustment upon further information becoming available;
(c) copies of any agreements, correspondence, invoices, assessments, demands, or other relevant documentation reasonably supporting the factual basis and amount of the claim, to the extent such documentation is then in Buyer's possession or reasonably available to Buyer; and
(d) a reference to the applicable section or sections of the Merger Agreement giving rise to the indemnification claim and a statement of the legal basis upon which Buyer believes it is entitled to indemnification.
A Claim Notice need not be accompanied by complete documentation or a final calculation of losses at the time of delivery, and Buyer may supplement or amend a Claim Notice at any time by delivering a supplemental notice to Escrow Agent and the Stockholder Representative. The delivery of a Claim Notice shall not constitute an admission by Buyer as to the final amount of any claim.
Section 3.2 Objection Period. The Stockholder Representative shall have thirty (30) business days following actual receipt of a Claim Notice (the "Objection Period") to deliver an Objection Notice to Escrow Agent and Buyer. Each Objection Notice shall contain the following:
(a) a reasonably detailed statement of the basis for the Stockholder Representative's objection to the Claim Notice, including the specific factual or legal grounds upon which the Stockholder Representative disputes the validity of the claim, the amount of the claimed loss, or both;
(b) the Undisputed Amount, if any — that is, the dollar amount that the Stockholder Representative agrees is properly payable to Buyer from the Escrow Fund with respect to the claim set forth in the Claim Notice; and
(c) the Disputed Amount — that is, the dollar amount of the claim set forth in the Claim Notice that the Stockholder Representative disputes, together with the Stockholder Representative's calculation or rationale for the Disputed Amount.
The Objection Notice may be accompanied by such supporting documentation, analysis, or other information as the Stockholder Representative deems relevant to its objection. Failure of the Stockholder Representative to include any particular ground of objection in the Objection Notice shall not constitute a waiver of such ground, provided that the Stockholder Representative has identified the Disputed Amount with reasonable specificity.
Section 3.3 No Objection — Disbursement. If the Stockholder Representative fails to deliver an Objection Notice within the Objection Period, the full claim amount set forth in the Claim Notice shall be deemed accepted and agreed to by the Stockholder Representative, and Escrow Agent shall, within five (5) business days after the expiration of the Objection Period, disburse the claimed amount from the Escrow Fund to Buyer by wire transfer of immediately available funds to the account designated by Buyer in accordance with Section 5.3. In the event the claimed amount exceeds the remaining balance of the Escrow Fund, Escrow Agent shall disburse the entire remaining balance of the Escrow Fund to Buyer, and such disbursement shall fully satisfy Escrow Agent's obligations with respect to such Claim Notice.
Section 3.4 Objection — Undisputed Amount. If the Stockholder Representative timely delivers an Objection Notice and such Objection Notice identifies an Undisputed Amount greater than zero dollars ($0.00), Escrow Agent shall disburse the Undisputed Amount to Buyer by wire transfer of immediately available funds within five (5) business days following Escrow Agent's receipt of the Objection Notice, to the account designated by Buyer in accordance with Section 5.3. The disbursement of the Undisputed Amount shall not prejudice either Party's rights with respect to the Disputed Amount.
Section 3.5 Resolution of Disputed Amounts. With respect to any Disputed Amount identified in a timely delivered Objection Notice, the following procedures shall apply:
(a) Negotiation Period. Buyer and the Stockholder Representative shall negotiate in good faith for a period of thirty (30) calendar days following Buyer's receipt of the Objection Notice (the "Negotiation Period") to resolve the dispute with respect to the Disputed Amount. During the Negotiation Period, each Party shall make available to the other, upon reasonable request, such information and documentation as is reasonably necessary to facilitate resolution of the dispute, subject to any applicable privileges or confidentiality restrictions.
(b) Joint Written Direction Upon Agreement. If Buyer and the Stockholder Representative reach agreement during the Negotiation Period (or at any time thereafter but prior to a final court determination), they shall deliver a Joint Written Direction to Escrow Agent specifying the Resolved Amount to be disbursed to Buyer and, to the extent applicable, any remaining portion of the Disputed Amount to be retained in the Escrow Fund or released to the Stockholder Representative, as the case may be. Escrow Agent shall make the disbursements specified in such Joint Written Direction within five (5) business days following receipt thereof.
(c) Judicial Resolution. If Buyer and the Stockholder Representative are unable to resolve the dispute within the thirty (30) calendar day Negotiation Period, either Party may submit the dispute to a court of competent jurisdiction in the State of Delaware for resolution in accordance with Section 11.2 hereof. Escrow Agent shall continue to hold the Disputed Amount in the Escrow Account pending resolution of the dispute, and shall disburse the Disputed Amount only upon receipt of (i) a Joint Written Direction, or (ii) a final, non-appealable order or judgment of such court directing the disposition of the Disputed Amount. Upon receipt of a certified copy of such order or judgment, Escrow Agent shall make the disbursements directed therein within five (5) business days, subject to its right to seek clarification or instruction from the court if the order or judgment is ambiguous.
Section 3.6 Escrow Agent's Reliance on Notices. Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any Claim Notice, Objection Notice, Joint Written Direction, court order, or other document or instrument that Escrow Agent in good faith believes to be genuine, to have been duly signed or presented by the proper party or parties, and to conform to the requirements of this Agreement. Escrow Agent shall not be required to independently verify or investigate the accuracy, validity, or completeness of any such notice or instrument or the authority of any person signing the same. Escrow Agent shall have no liability for any action taken or omitted to be taken in good faith reliance on any such notice or instrument.
ARTICLE IV — INVESTMENT OF ESCROW FUND
Section 4.1 General. Escrow Agent shall invest and reinvest the Escrow Fund in Permitted Investments as directed by a Joint Written Direction delivered to Escrow Agent by Buyer and the Stockholder Representative. The Parties acknowledge and agree that Escrow Agent shall have no discretion with respect to the selection of Permitted Investments and shall invest the Escrow Fund solely as directed by such Joint Written Direction. In the absence of written investment instructions from Buyer and the Stockholder Representative, Escrow Agent shall invest the Escrow Fund in a money market account or money market fund that invests primarily in direct obligations of the United States Treasury or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. Escrow Agent shall liquidate any Permitted Investment as necessary to make any disbursement required under this Agreement.
Section 4.2 Permitted Investments. For purposes of this Agreement, "Permitted Investments" means any of the following:
(a) direct obligations of the United States of America (including United States Treasury bills, notes, and bonds), or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days of the date of investment;
(b) money market deposit accounts, time deposits, or certificates of deposit issued by a domestic banking institution that is a member of the Federal Deposit Insurance Corporation and has a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000), in each case maturing within ninety (90) days of the date of investment;
(c) money market funds that are registered under the Investment Company Act of 1940, as amended, and that are rated in the highest rating category by at least one nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended), including Standard & Poor's Ratings Services, Moody's Investors Service, Inc., and Fitch Ratings, Inc.; and
(d) such other investments as may be mutually agreed upon by Buyer and the Stockholder Representative and communicated to Escrow Agent in a Joint Written Direction.
Section 4.3 Earnings. All interest, dividends, earnings, and other income earned on the Escrow Fund shall become part of the Escrow Fund and shall be held, invested, and disbursed in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, any such earnings shall be subject to the same restrictions and disbursement procedures as the principal amount of the Escrow Fund.
Section 4.4 Tax Matters.
(a) Tax Ownership. For United States federal and applicable state and local income tax purposes, the Parties agree that the Escrow Fund shall be treated as owned by the former stockholders of the Company (represented by the Stockholder Representative), and all interest, dividends, earnings, and other income earned on the Escrow Fund shall be reported as income of the former stockholders of the Company in accordance with their respective pro rata shares of the Escrow Fund, determined in proportion to the number of shares of Company common stock held by each former stockholder immediately prior to the Effective Time of the Merger. The Stockholder Representative shall be responsible for providing to each former stockholder such information as is reasonably necessary for such former stockholder to report its allocable share of Escrow Fund income on its income tax return.
(b) Tax Forms. The Stockholder Representative shall provide Escrow Agent with a properly completed and duly executed Internal Revenue Service Form W-9 (or any applicable successor form) or, if the Stockholder Representative or any former stockholder is not a United States person, the applicable Internal Revenue Service Form W-8 (W-8BEN, W-8BEN-E, W-8ECI, W-8IMY, or W-8EXP, as applicable), in each case promptly upon execution of this Agreement and prior to any disbursement from the Escrow Fund. Failure to provide such completed tax forms may result in the imposition of withholding taxes on disbursements from the Escrow Fund.
(c) Tax Reporting. Escrow Agent shall report all interest, dividends, earnings, and other income earned on the Escrow Fund to the Internal Revenue Service on Form 1099 (or any applicable successor form) under the taxpayer identification number provided by the Stockholder Representative (Company EIN: 59-3847621), or under such other taxpayer identification number as the Stockholder Representative may direct in writing. Escrow Agent shall deliver copies of all such tax reports to the Stockholder Representative and to Buyer promptly upon filing.
(d) Tax Withholding. Escrow Agent shall be entitled to deduct and withhold from any disbursement from the Escrow Fund any taxes that Escrow Agent is required to withhold under applicable federal, state, local, or foreign tax laws, regulations, or rulings. Any amounts so withheld and remitted to the appropriate taxing authority shall be treated for all purposes of this Agreement as having been disbursed to the person with respect to which such deduction and withholding was made. Escrow Agent shall promptly provide the Stockholder Representative with evidence of any such withholding and payment.
Section 4.5 Investment Losses. Escrow Agent shall not be liable for any loss of principal or income resulting from any Permitted Investment made in accordance with the terms of this Agreement or any Joint Written Direction, including without limitation any loss resulting from market fluctuations, the default of any issuer or counterparty, or any decline in the value of any Permitted Investment. The Parties acknowledge that Permitted Investments are subject to market risk, and that the Escrow Fund may decrease in value due to investment losses. No such loss shall relieve Buyer of any obligation under the Merger Agreement or this Agreement.
ARTICLE V — DISBURSEMENT MECHANICS
Section 5.1 Disbursement to Buyer. Escrow Agent shall disburse funds from the Escrow Fund to Buyer only under the following circumstances:
(a) pursuant to a Joint Written Direction executed by both Buyer and the Stockholder Representative directing payment to Buyer of the amount specified therein;
(b) following the expiration of the Objection Period without timely delivery of an Objection Notice by the Stockholder Representative, in accordance with Section 3.3 hereof, in the amount set forth in the applicable Claim Notice (or the remaining balance of the Escrow Fund, if less);
(c) with respect to any Undisputed Amount identified in a timely delivered Objection Notice, in accordance with Section 3.4 hereof; or
(d) pursuant to a final, non-appealable order or judgment of a court of competent jurisdiction directing the disbursement of a specified amount from the Escrow Fund to Buyer.
Escrow Agent shall have no obligation to disburse any funds from the Escrow Fund except as expressly provided in this Section 5.1 and shall not be required to disburse any funds based upon oral instructions or directions from any Party.
Section 5.2 Release of Escrow Fund at Termination.
(a) Release of Remaining Balance. On the Termination Date (that is, the date that is eighteen (18) months after the Closing Date), Escrow Agent shall release to the Stockholder Representative (for the account of and for distribution to the former stockholders of the Company on a pro rata basis in accordance with their respective share ownership as described in Section 5.4 hereof) the entire remaining balance of the Escrow Fund, less any amounts that are the subject of then-pending and unresolved Claim Notices (the aggregate of such amounts being the "Pending Claims Reserve"). The release of the remaining balance to the Stockholder Representative shall be made by wire transfer of immediately available funds within five (5) business days after the Termination Date. Escrow Agent shall provide Buyer and the Stockholder Representative with a final accounting of the Escrow Fund as of the Termination Date.
(b) Retention of Pending Claims Reserve. With respect to the Pending Claims Reserve, Escrow Agent shall continue to hold such amounts in the Escrow Account in accordance with the terms of this Agreement (including the investment provisions of Article IV) until the earliest to occur of the following: (i) receipt by Escrow Agent of a Joint Written Direction executed by Buyer and the Stockholder Representative directing the disposition of all or a portion of the Pending Claims Reserve; (ii) receipt by Escrow Agent of a certified copy of a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of all or a portion of the Pending Claims Reserve; or (iii) receipt by Escrow Agent of a written notice from Buyer, delivered to both Escrow Agent and the Stockholder Representative, withdrawing the applicable Claim Notice in its entirety.
(c) Final Disbursement. Upon final resolution of all pending claims that gave rise to the Pending Claims Reserve, whether by Joint Written Direction, court order, or withdrawal, Escrow Agent shall disburse the Pending Claims Reserve (or the remaining portion thereof after any amounts previously disbursed to Buyer with respect to resolved claims) in accordance with the applicable Joint Written Direction or court order. To the extent no portion of the Pending Claims Reserve is directed to be paid to Buyer upon final resolution, the entire Pending Claims Reserve shall be released to the Stockholder Representative for distribution to the former stockholders of the Company in accordance with Section 5.4 hereof.
Section 5.3 Wire Transfer Instructions.
(a) All disbursements by Escrow Agent under this Agreement shall be made by wire transfer of immediately available funds in United States dollars to the accounts designated in writing by the receiving Party or Parties, as applicable.
(b) Buyer shall provide Escrow Agent with its wire transfer instructions in writing, on Buyer's letterhead and signed by an authorized representative, on or prior to the Closing Date. Such instructions shall be held on file by Escrow Agent and shall remain in effect until updated in accordance with subparagraph (d) below.
(c) The Stockholder Representative shall provide Escrow Agent with its wire transfer instructions in writing, on the Stockholder Representative's letterhead and signed by an authorized representative, on or prior to the Closing Date. Such instructions shall be held on file by Escrow Agent and shall remain in effect until updated in accordance with subparagraph (d) below.
(d) Any Party may update its wire transfer instructions at any time by delivering written notice to Escrow Agent and the other Parties at least five (5) business days prior to any disbursement. Escrow Agent shall be entitled to confirm any change in wire transfer instructions by telephone callback to an authorized representative of the requesting Party at the telephone number on file with Escrow Agent prior to acting upon such updated instructions.
Section 5.4 Manner of Disbursement to Former Stockholders. Any amounts released from the Escrow Fund to the Stockholder Representative under this Agreement shall be distributed by the Stockholder Representative to the former stockholders of the Company on a pro rata basis, in proportion to the number of shares of Company common stock, par value $0.001 per share, held by each such former stockholder immediately prior to the Effective Time of the Merger (out of 6,315,789 total shares of common stock issued and outstanding immediately prior to the Effective Time), net of any applicable withholding taxes. The Stockholder Representative shall be solely responsible for the calculation and execution of such pro rata distributions and for any withholding required under applicable law. Escrow Agent shall have no responsibility or liability for the manner in which the Stockholder Representative distributes funds to the former stockholders of the Company following release from the Escrow Account.
ARTICLE VI — DUTIES AND RESPONSIBILITIES OF ESCROW AGENT
Section 6.1 Duties. Escrow Agent's duties and obligations under this Agreement shall be limited to those expressly set forth herein. Escrow Agent shall act as a stakeholder only and shall have no duties or responsibilities other than those expressly set forth in this Agreement. Escrow Agent is not a party to, and shall have no duties or obligations under, the Merger Agreement or any other agreement between Buyer, the Company, or the Stockholder Representative. No implied covenants, duties, or obligations shall be read into this Agreement against Escrow Agent.
Section 6.2 Standard of Care. Escrow Agent shall perform its duties hereunder with the degree of care, skill, and diligence that a reasonably prudent trust company would exercise under the circumstances in the performance of comparable duties. Subject to the limitations on liability set forth in Article VIII, Escrow Agent shall be responsible for the proper safekeeping, investment, and disbursement of the Escrow Fund in accordance with the express terms of this Agreement.
Section 6.3 Reliance. Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any notice, instruction, request, consent, statement, certificate, or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties or by a duly authorized representative thereof. Escrow Agent shall not be required to inquire into the authority of any person executing or delivering any such document on behalf of any Party, and may assume that any person purporting to give any notice or instruction in connection with the provisions of this Agreement has been duly authorized to do so.
Section 6.4 No Investigation. Escrow Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, the performance or failure of performance of any Party under the Merger Agreement or any other agreement, instrument, or document, or whether any Party has complied with or defaulted under any agreement, instrument, or document. Escrow Agent shall have no obligation to monitor or enforce the terms of the Merger Agreement or to take any action with respect to any matter other than as expressly provided in this Agreement. Escrow Agent's obligations hereunder are solely ministerial in nature.
Section 6.5 Conflicting Instructions. If at any time Escrow Agent receives instructions or directions from Buyer and the Stockholder Representative that are conflicting, ambiguous, or otherwise inconsistent with one another or with the terms of this Agreement, Escrow Agent shall be entitled to refrain from taking any action with respect to the Escrow Fund until it receives one of the following: (a) a Joint Written Direction resolving the conflict or ambiguity; (b) a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of the Escrow Fund or the disputed portion thereof; or (c) a written agreement between the Parties resolving the conflict, in each case accompanied by notice to all Parties. Escrow Agent shall not incur any liability for its failure to act pending receipt of such clarifying instructions.
Section 6.6 Interpleader. In the event of any dispute between the Parties regarding the Escrow Fund or the obligations of Escrow Agent hereunder that Escrow Agent is unable to resolve within a reasonable time, Escrow Agent may, in its sole discretion and without incurring any liability to any Party, commence an interpleader action or other appropriate proceeding in a court of competent jurisdiction in the State of Delaware, and may deposit the Escrow Fund (or the disputed portion thereof) with such court. Upon such deposit, Escrow Agent shall be relieved and discharged of all further duties, obligations, and liabilities hereunder with respect to the funds so deposited (except with respect to its obligation to account for the Escrow Fund up to the date of such deposit). Buyer and the Stockholder Representative shall reimburse Escrow Agent in equal shares for all costs and expenses (including reasonable attorneys' fees and court costs) incurred by Escrow Agent in connection with any interpleader action commenced pursuant to this Section 6.6.
Section 6.7 Resignation. Escrow Agent may resign at any time by giving thirty (30) calendar days' prior written notice to Buyer and the Stockholder Representative, specifying the effective date of such resignation. Such resignation shall take effect upon the earlier of (i) the appointment of a successor escrow agent by the mutual written agreement of Buyer and the Stockholder Representative, or (ii) the expiration of such thirty (30) calendar day notice period. If Buyer and the Stockholder Representative have not appointed a successor escrow agent within thirty (30) calendar days following receipt of Escrow Agent's notice of resignation, Escrow Agent shall be entitled to deposit the Escrow Fund with a court of competent jurisdiction in the State of Delaware, and upon such deposit shall be relieved and discharged of all further duties, obligations, and liabilities hereunder with respect to the funds so deposited.
Section 6.8 Removal. Escrow Agent may be removed at any time by the joint written consent of Buyer and the Stockholder Representative. Such removal shall be effective upon thirty (30) calendar days' prior written notice to Escrow Agent and the appointment and acceptance by a successor escrow agent. In the event Buyer and the Stockholder Representative elect to remove Escrow Agent pursuant to this Section 6.8, Buyer and the Stockholder Representative shall jointly identify and appoint a successor escrow agent meeting the qualifications set forth in Section 6.9, and Escrow Agent shall transfer the Escrow Fund to such successor escrow agent upon the effective date of its removal.
Section 6.9 Successor Escrow Agent. Any successor escrow agent appointed under Section 6.7 or Section 6.8 shall be a bank or trust company organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) and a credit rating of at least investment grade from a nationally recognized statistical rating organization. Upon appointment and acceptance by a successor escrow agent, Escrow Agent shall transfer the Escrow Fund to the successor escrow agent, and the successor escrow agent shall thereupon succeed to and become vested with all of the rights, powers, duties, and obligations of the Escrow Agent under this Agreement, as if originally named as a party hereto. Upon completion of such transfer, the resigning or removed Escrow Agent shall be discharged from any and all future obligations arising under this Agreement but shall not be discharged from any liability arising from actions taken or omitted prior to such transfer.
ARTICLE VII — COMPENSATION, EXPENSES, AND INDEMNIFICATION OF ESCROW AGENT
Section 7.1 Compensation. Escrow Agent shall be entitled to compensation for its services hereunder as set forth in Schedule A attached hereto and incorporated herein by reference. Such compensation shall be paid one-half (½) by Buyer and one-half (½) from the Escrow Fund (charged to the account of the Stockholder Representative and the former stockholders of the Company). For the avoidance of doubt, the annual escrow administration fee shall be Three Thousand Five Hundred Dollars ($3,500.00), payable in advance on the Closing Date and on each anniversary thereof for so long as this Agreement remains in effect, and the initial account set-up fee shall be One Thousand Five Hundred Dollars ($1,500.00), payable on the Closing Date. In the event the Escrow Period is extended beyond the initial eighteen (18) month term due to pending claims, Escrow Agent shall continue to be entitled to the annual escrow administration fee on a prorated basis for the period of such extension.
Section 7.2 Reimbursement of Expenses. Buyer and the Stockholder Representative shall reimburse Escrow Agent in equal shares for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including without limitation reasonable attorneys' fees and costs, postage and courier charges, filing fees, and any costs incurred in connection with compliance with legal process or court orders. Such reimbursement shall not include overhead costs, internal administrative costs, or salaries of Escrow Agent's employees. Escrow Agent shall provide Buyer and the Stockholder Representative with reasonable documentation of any expenses for which reimbursement is sought.
Section 7.3 Indemnification of Escrow Agent. Buyer and the Stockholder Representative (from the Escrow Fund to the extent funds remain available therein, and otherwise from the former stockholders of the Company pro rata in accordance with their respective share ownership), jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with this Agreement or the performance of Escrow Agent's duties hereunder, including without limitation any litigation or threatened litigation relating to the Escrow Fund, the Merger Agreement, or the transactions contemplated hereby or thereby; provided, however, that the foregoing indemnification obligation shall not apply to the extent that any such losses, damages, claims, liabilities, or expenses result directly from the gross negligence, willful misconduct, or bad faith of Escrow Agent. The indemnification obligations set forth in this Section 7.3 shall survive the resignation or removal of Escrow Agent and the termination of this Agreement.
Section 7.4 Lien. Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Fund, with priority over the interests of all other Parties, for any unpaid compensation owed to Escrow Agent under Section 7.1, any unreimbursed expenses owed under Section 7.2, and any amounts owed under Section 7.3. In the event that any such amounts remain unpaid for more than thirty (30) days following written demand therefor by Escrow Agent, Escrow Agent shall be entitled to deduct such amounts from the Escrow Fund and retain such amounts for its own account, with notice to Buyer and the Stockholder Representative.
ARTICLE VIII — LIMITATION OF LIABILITY OF ESCROW AGENT
Section 8.1 Limitation. Escrow Agent shall not be liable for any action taken or omitted to be taken by it hereunder, or for any error of judgment, except in the case of its own gross negligence, willful misconduct, or bad faith. In no event shall Escrow Agent be liable for any action taken or omitted to be taken in good faith reliance upon any notice, instruction, request, consent, certificate, court order, or other document believed by Escrow Agent to be genuine and to have been presented by the proper party. Escrow Agent shall not be liable for any action taken or omitted to be taken in accordance with the advice of legal counsel consulted by Escrow Agent in good faith with respect to any matter arising under this Agreement.
Section 8.2 No Consequential Damages. In no event shall Escrow Agent be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including without limitation lost profits, lost revenues, diminution in value, or loss of business opportunity, regardless of the form of action (whether in contract, tort, strict liability, or otherwise) and whether or not any such damages are foreseeable or whether Escrow Agent has been advised of the possibility of such damages. This limitation shall apply regardless of the cause of action or the legal theory upon which any claim is based.
Section 8.3 Force Majeure. Escrow Agent shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay results from causes beyond Escrow Agent's reasonable control, including without limitation acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster, war, armed conflict, invasion, riot, civil disturbance, insurrection, terrorism, epidemic, pandemic, quarantine, government action or regulation, embargo, sanctions, power or telecommunications failure, equipment malfunction or failure, computer virus or malware, labor disputes or strikes, transportation disruption, or any other similar event or circumstance beyond Escrow Agent's reasonable control. In the event of any such force majeure occurrence, Escrow Agent shall promptly notify Buyer and the Stockholder Representative and shall use commercially reasonable efforts to resume performance of its obligations as soon as practicable.
ARTICLE IX — REPRESENTATIONS AND WARRANTIES
Section 9.1 Representations of Buyer. Buyer hereby represents and warrants to Escrow Agent and the Stockholder Representative as follows:
(a) Buyer is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 13-6291054), and has the full limited partnership power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.
(b) Buyer has full limited partnership power and authority to execute, deliver, and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited partnership action on the part of Buyer, including approval by Ardent Capital GP III LLC, Buyer's general partner.
(c) This Agreement has been duly and validly executed and delivered by Buyer and constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).
(d) The execution, delivery, and performance by Buyer of this Agreement does not and will not (i) conflict with or violate the certificate of limited partnership or limited partnership agreement (or equivalent organizational documents) of Buyer, (ii) conflict with or violate any law, statute, regulation, rule, order, judgment, or decree applicable to Buyer, or (iii) result in a breach of, or constitute a default under, any agreement, contract, instrument, or obligation to which Buyer is a party or by which Buyer or its assets are bound.
Section 9.2 Representations of the Stockholder Representative. The Stockholder Representative hereby represents and warrants to Escrow Agent and Buyer as follows:
(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 59-3847621), and, in its post-Closing capacity as Stockholder Representative, has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement.
(b) The Stockholder Representative has been duly appointed and authorized under the terms of Article X of the Merger Agreement to act as the representative, agent, and attorney-in-fact for the former stockholders of the Company, with full power and authority to take any and all actions on behalf of the former stockholders that may be necessary or desirable in connection with this Agreement, including without limitation the execution of Joint Written Directions, the delivery of notices, and the receipt and distribution of funds from the Escrow Account.
(c) This Agreement has been duly and validly executed and delivered by the Stockholder Representative and constitutes a legal, valid, and binding obligation of the Stockholder Representative, enforceable against the Stockholder Representative in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).
(d) The execution, delivery, and performance by the Stockholder Representative of this Agreement does not and will not (i) conflict with or violate the certificate of incorporation, bylaws, or other organizational documents of the Company, (ii) conflict with or violate any law, statute, regulation, rule, order, judgment, or decree applicable to the Company or the Stockholder Representative, or (iii) result in a breach of, or constitute a default under, any agreement, contract, instrument, or obligation to which the Company or the Stockholder Representative is a party or by which any of their respective assets are bound.
Section 9.3 Representations of Escrow Agent. Escrow Agent hereby represents and warrants to Buyer and the Stockholder Representative as follows:
(a) Escrow Agent is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and possesses all necessary licenses, permits, and authorizations required to provide escrow and trust services in the State of Delaware and to perform its obligations under this Agreement.
(b) Escrow Agent has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Escrow Agent.
(c) This Agreement has been duly and validly executed and delivered by Escrow Agent and constitutes a legal, valid, and binding obligation of Escrow Agent, enforceable against Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).
ARTICLE X — NOTICES
Section 10.1 Form and Delivery. All notices, requests, claims, demands, Claim Notices, Objection Notices, Joint Written Directions, and other communications hereunder (collectively, "Notices") shall be in writing and shall be deemed to have been duly given or delivered:
(a) when delivered in person to the individual or the attention line specified below, upon delivery;
(b) when sent by electronic mail (email) to the email address specified below, upon confirmation of receipt by the recipient (provided that any such email transmission shall be followed within one (1) business day by delivery of a copy by one of the other methods described in this Section 10.1);
(c) one (1) business day after being sent by a nationally recognized overnight courier service (such as Sundial Data Systems, Harborline Partners LLC, or Tarrant & Co.), with tracking and signature confirmation, addressed to the applicable address specified below; or
(d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the applicable address specified below.
Section 10.2 Addresses for Notice. Notices shall be addressed as follows:
If to Buyer:
Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, New York 10022
Attention: Tomás Iglesias, Principal
Email: t.iglesias@ardentcapital.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1301 Avenue of the Americas, 40th Floor New York, New York 10019
Attention: Harrison Wexford, Partner
Email: hwexford@calderwoodharkness.com
If to the Stockholder Representative:
Coral Reef Hospitality Group, Inc. 2400 Bayshore Boulevard, Suite 300 Tampa, Florida 33629
Attention: Patricia Sung, Chief Financial Officer
Email: p.sung@coralreefhospitality.com
With a copy (which shall not constitute notice) to:
Whitfield, Crane & Sato LLP One Southeast Financial Center, Suite 4200 Miami, Florida 33131
Attention: Catherine Osei, Partner
Email: cosei@whitfieldcranesato.com
If to Escrow Agent:
Commonwealth Trust Company 3711 Kennett Pike, Suite 120 Greenville, Delaware 19807
Attention: Escrow Administration — Ref. CTC-ESC-2022-1173
Email: escrow@commonwealthtrust.com
Section 10.3 Change of Address. Any Party may change its address, email address, or designated contact person for purposes of Notices under this Agreement by giving written notice of such change to the other Parties in accordance with the provisions of this Article X. Any such change shall be effective upon receipt of the notice of change by the other Parties.
ARTICLE XI — GENERAL PROVISIONS
Section 11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 11.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware for the resolution of any dispute, claim, controversy, or cause of action arising under or in connection with this Agreement or any transaction contemplated hereby. In the event the Court of Chancery of the State of Delaware declines to exercise or does not have jurisdiction, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, as applicable. Each Party agrees that service of process may be effected by any method permitted by applicable law or by delivering a copy of the summons and complaint in the manner provided for the delivery of Notices under Article X hereof. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 11.2, and irrevocably waives and agrees not to plead or claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
Section 11.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.3.
Section 11.4 Entire Agreement. This Agreement, together with the Merger Agreement (to the extent referenced herein) and any schedules, exhibits, and annexes attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, agreements, and understandings, both oral and written, among the Parties with respect to the escrow of the Escrow Amount and the matters addressed herein.
Section 11.5 Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of Buyer, the Stockholder Representative, and Escrow Agent. No waiver of any term, provision, or condition of this Agreement shall be effective unless set forth in a written instrument duly executed by the Party or Parties against whom enforcement of such waiver is sought. No waiver by any Party of any term, provision, or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term, provision, or condition on any future occasion. No failure or delay by any 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 right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 11.6 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Parties, except that Buyer may assign its rights (but not its obligations) under this Agreement to any affiliate of Buyer without the prior written consent of the Stockholder Representative or Escrow Agent; provided, however, that no such assignment shall relieve Buyer of any of its obligations hereunder, and the assignee shall be bound by the terms and conditions of this Agreement to the same extent as Buyer. Any purported assignment in violation of this Section 11.6 shall be null and void and of no force or effect.
Section 11.7 No Third-Party Beneficiaries. Except as expressly set forth in this Agreement, this Agreement is not intended to, and sh

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