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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Dated as of October 20, 2022

by and among

ARDENT CAPITAL PARTNERS III LP (a Delaware limited partnership)

CRFH ACQUISITION SUB, INC. (a Delaware corporation)

and

CORAL REEF HOSPITALITY GROUP, INC. (a Delaware corporation)

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment No. 1") is dated as of October 20, 2022, by and among:

(i) Ardent Capital Partners III LP, a Delaware limited partnership ("Parent"), with its principal offices located at 590 Madison Avenue, 38th Floor, New York, NY 10022;

(ii) CRFH Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), with its registered agent at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801; and

(iii) Coral Reef Hospitality Group, Inc., a Delaware corporation (the "Company"), with its principal offices located at 2400 Bayshore Boulevard, Suite 300, Tampa, FL 33629, whose shares of common stock, par value $0.001 per share (the "Company Common Stock"), are listed on the Nasdaq Global Market under the ticker symbol "CRFH."

Each of Parent, Merger Sub, and the Company is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of April 25, 2022 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"), in a reverse triangular merger effected under Section 251 of the Delaware General Corporation Law (the "DGCL"). The Merger Agreement provides for the payment of $4.75 per share of Company Common Stock in cash (the "Merger Consideration"), without interest and subject to any applicable withholding taxes, representing an aggregate equity value of approximately $30,000,000 based on 6,315,789 shares of Company Common Stock issued and outstanding as of the date of the Merger Agreement;

WHEREAS, Section 8.1(b)(i) of the Merger Agreement provides that the Merger Agreement may be terminated by either Parent or the Company if the closing of the Merger (the "Closing") has not occurred on or before October 25, 2022 (the "Outside Date"), subject to the condition that the Party seeking to terminate shall not have breached in any material respect its obligations under the Merger Agreement in a manner that shall have proximately contributed to the failure of the Closing to occur on or before the Outside Date;

WHEREAS, a special meeting of the stockholders of the Company (the "Special Meeting") was duly called, noticed, and convened on August 2, 2022 for the purpose of considering and voting upon a proposal to adopt the Merger Agreement (the "Merger Proposal"). At the Special Meeting, the Merger Proposal did not receive the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, as required by Section 7.1(a) of the Merger Agreement and Section 251(c) of the DGCL. The Special Meeting was adjourned on August 5, 2022 to permit additional solicitation of proxies, and was subsequently postponed indefinitely by mutual written consent of the Parties on August 26, 2022;

WHEREAS, the Parties desire to extend the Outside Date from October 25, 2022 to January 25, 2023 in order to permit additional time for the Parties to evaluate their respective options with respect to the Merger, including, without limitation, the potential reconvening of the Special Meeting for the purpose of obtaining the requisite stockholder approval of the Merger Proposal, continued engagement with the Company's stockholders, and such other actions as the Parties may mutually agree to undertake in furtherance of consummation of the Merger;

WHEREAS, Section 8.5 of the Merger Agreement provides that the Merger Agreement may be amended, modified, or supplemented at any time prior to the Effective Time by mutual written agreement of the Parties, executed by their respective duly authorized representatives, subject to the proviso that, following receipt of the Company Stockholder Approval, if applicable, no amendment shall be made that by applicable law requires further approval of the stockholders of the Company without obtaining such further approval; and

WHEREAS, each Party has duly authorized the execution, delivery, and performance of this Amendment No. 1 by all requisite corporate, partnership, or other organizational action, and each Party's board of directors, general partner, or other governing body, as applicable, has determined that this Amendment No. 1 and the transactions contemplated hereby are advisable and in the best interests of such Party and its equityholders.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the respective meanings ascribed to such terms in the Merger Agreement. Unless the context otherwise requires, all references herein to "Sections," "Articles," or other subdivisions shall refer to the corresponding Sections, Articles, or subdivisions of this Amendment No. 1.

Section 1.2 — References to the Merger Agreement. On and after the date hereof, all references to the "Merger Agreement" in this Amendment No. 1 or in any other document, instrument, agreement, certificate, or notice delivered or to be delivered pursuant to or in connection with the Merger Agreement shall mean and refer to the Merger Agreement as amended by this Amendment No. 1, unless the context clearly requires otherwise. For the avoidance of doubt, references contained in the Merger Agreement to "the date of this Agreement," "the date hereof," or words of similar import shall continue to refer to April 25, 2022, the original date of execution of the Merger Agreement.

ARTICLE II — AMENDMENT TO THE MERGER AGREEMENT

Section 2.1 — Amendment of Outside Date. The definition of "Outside Date" as set forth in Section 8.1(b)(i) of the Merger Agreement is hereby amended and restated in its entirety such that all references therein to the date "October 25, 2022" are deleted and replaced with the date "January 25, 2023." Accordingly, on and after the date hereof, the "Outside Date" for all purposes of the Merger Agreement shall be January 25, 2023, and all references in the Merger Agreement (including, without limitation, any provision of the Merger Agreement that references or is triggered by the Outside Date, including Sections 6.4, 7.1(b), 8.1(b)(i), 8.1(c)(i), and 8.1(d)(i) of the Merger Agreement) to the "Outside Date" shall hereafter mean and refer to January 25, 2023.

Section 2.2 — No Other Amendments; Ratification and Confirmation. Except as expressly set forth in Section 2.1 of this Amendment No. 1, all terms, conditions, covenants, representations, warranties, agreements, and other provisions of the Merger Agreement shall remain in full force and effect without modification or amendment, and are hereby ratified and confirmed in all respects. Without limiting the generality of the foregoing, and for the avoidance of doubt, the following provisions of the Merger Agreement remain unchanged and continue in full force and effect:

(a) The Merger Consideration of $4.75 per share of Company Common Stock, payable in cash without interest, as set forth in Section 2.1(a) of the Merger Agreement;

(b) The reverse termination fee of $1,200,000 (representing approximately 4.0% of the aggregate equity value), payable by Parent to the Company under the circumstances and in accordance with the terms set forth in Section 8.3(b) of the Merger Agreement (the "Reverse Termination Fee");

(c) The company termination fee of $900,000 (representing approximately 3.0% of the aggregate equity value), payable by the Company to Parent under the circumstances and in accordance with the terms set forth in Section 8.3(a) of the Merger Agreement (the "Company Termination Fee");

(d) The indemnity escrow deposit in the amount of $1,500,000 (representing approximately 5.0% of the aggregate equity value) to be deposited at Closing with Commonwealth Trust Company, as escrow agent, pursuant to the terms of the Escrow Agreement in the form attached as Exhibit D to the Merger Agreement (reference number CTC-ESC-2022-1173) (the "Escrow Agreement");

(e) The definition of "Material Adverse Effect" as set forth in Section 1.1 of the Merger Agreement, including, without limitation, the quantitative threshold providing that a decline in trailing-twelve-month Adjusted EBITDA (as defined in the Merger Agreement) of the Company and its Subsidiaries, taken as a whole, in excess of twenty percent (20%) shall constitute a Material Adverse Effect;

(f) The mutual specific performance provisions set forth in Section 9.9 of the Merger Agreement, including the right of each Party to seek an injunction, specific performance, or other equitable relief to enforce the obligations of the other Parties under the Merger Agreement in addition to any other remedy to which such Party may be entitled at law or in equity;

(g) The stockholder approval requirement set forth in Section 7.1(a) of the Merger Agreement, requiring the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon for adoption of the Merger Agreement in accordance with Section 251(c) of the DGCL (the "Company Stockholder Approval");

(h) The non-solicitation covenant set forth in Section 5.4 of the Merger Agreement, which became effective on May 25, 2022 upon the expiration of the thirty (30)-day "go-shop" period that commenced on the date of execution of the Merger Agreement, and which restricts the Company and its Representatives from soliciting, initiating, knowingly facilitating, or knowingly encouraging any Acquisition Proposal (as defined in the Merger Agreement), subject to the fiduciary-out exceptions set forth in Section 5.4(b) of the Merger Agreement;

(i) The Limited Guarantee, dated as of April 25, 2022 (the "Limited Guarantee"), executed and delivered by Ardent Capital GP III LLC, a Delaware limited liability company ("Guarantor"), in favor of the Company, guaranteeing the payment obligations of Parent under the Merger Agreement up to the Reverse Termination Fee amount of $1,200,000, in accordance with the terms and conditions set forth therein; and

(j) The Voting and Support Agreement, dated as of April 25, 2022, executed by certain stockholders of the Company listed on Schedule A thereto, in favor of Parent, pursuant to which such stockholders agreed, among other things, to vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement and against any Acquisition Proposal that is not a Superior Proposal (as defined in the Merger Agreement).

Nothing in this Amendment No. 1 shall be deemed to constitute a waiver by any Party of any right, remedy, power, or privilege under the Merger Agreement, whether arising before, on, or after the date hereof, except as expressly set forth in this Amendment No. 1.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Representations of Each Party. Each Party hereby represents and warrants to each other Party that, as of the date of this Amendment No. 1:

(a) Authority. Such Party has all requisite corporate, limited partnership, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Amendment No. 1. In the case of the Company, the board of directors of the Company (the "Company Board") has duly approved the execution, delivery, and performance of this Amendment No. 1. In the case of Parent, the general partner of Parent has duly approved the execution, delivery, and performance of this Amendment No. 1 on behalf of Parent. In the case of Merger Sub, the board of directors of Merger Sub and Parent, as the sole stockholder of Merger Sub, have each duly approved the execution, delivery, and performance of this Amendment No. 1 on behalf of Merger Sub.

(b) Due Authorization. The execution, delivery, and performance of this Amendment No. 1 by such Party has been duly and validly authorized by all necessary corporate, limited partnership, limited liability company, or other organizational action on the part of such Party, and no other corporate, partnership, or other organizational proceedings on the part of such Party or its equityholders are necessary to authorize the execution, delivery, or performance of this Amendment No. 1. No consent or approval of the stockholders of the Company is required in connection with the execution, delivery, or performance of this Amendment No. 1.

(c) Binding Obligation. This Amendment No. 1 has been duly executed and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").

(d) No Conflict. The execution, delivery, and performance of this Amendment No. 1 by such Party does not and will not (i) conflict with or result in a violation or breach of any provision of such Party's certificate of incorporation, certificate of formation, certificate of limited partnership, limited partnership agreement, bylaws, operating agreement, or other comparable organizational documents, as applicable, (ii) conflict with or result in a violation or breach of any law, statute, rule, regulation, order, judgment, injunction, or decree applicable to such Party, or (iii) conflict with, result in a breach of, constitute (with or without notice or lapse of time, or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material contract, lease, license, instrument, or other arrangement to which such Party is a party or by which such Party or any of its assets or properties is bound or affected.

Section 3.2 — No Termination Events. Each Party hereby represents and warrants to each other Party that, as of the date of this Amendment No. 1:

(a) Such Party has not delivered, and has no present intention to deliver, a notice of termination of the Merger Agreement pursuant to Article VIII thereof or otherwise.

(b) To the knowledge of such Party, no event has occurred and no condition exists that, with or without the giving of notice or the lapse of time, or both, would constitute a basis for the termination of the Merger Agreement by such Party or any other Party pursuant to Article VIII of the Merger Agreement, other than the failure of the Closing to have occurred on or before the current Outside Date of October 25, 2022, which failure is being addressed by the extension of the Outside Date effected pursuant to Section 2.1 of this Amendment No. 1.

(c) Each of the representations and warranties of such Party set forth in the Merger Agreement is true and correct as of the date of this Amendment No. 1 (except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties are true and correct as of such date), subject to the same materiality, Material Adverse Effect, and other qualifications set forth in the Merger Agreement.

(d) Such Party is not in material breach of any of its covenants or agreements set forth in the Merger Agreement that are required to be performed or complied with by such Party on or prior to the date of this Amendment No. 1.

ARTICLE IV — MISCELLANEOUS

Section 4.1 — Effect of Amendment. This Amendment No. 1 shall be deemed to be a part of, and shall be incorporated into, the Merger Agreement for all purposes. On and after the date hereof, each reference in the Merger Agreement to "this Agreement," "herein," "hereof," "hereunder," "hereby," or words of similar import shall mean and be a reference to the Merger Agreement as amended by this Amendment No. 1. Each reference in any other document, instrument, agreement, certificate, or notice delivered or to be delivered pursuant to or in connection with the Merger Agreement to the "Merger Agreement" shall mean and be a reference to the Merger Agreement as amended by this Amendment No. 1. This Amendment No. 1 shall not constitute an amendment or modification of any provision of the Merger Agreement except as expressly set forth herein.

Section 4.2 — Governing Law. This Amendment No. 1 and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Amendment No. 1 or the negotiation, execution, or performance of this Amendment No. 1 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 laws of any jurisdiction other than those of the State of Delaware.

Section 4.3 — Jurisdiction; Venue. Consistent with Section 9.6 of the Merger Agreement, each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any appellate court therefrom (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court or federal court of the United States of America sitting in the State of Delaware and any appellate court therefrom), in any action, suit, or proceeding arising out of or relating to this Amendment No. 1 or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (b) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each Party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Section 4.4 — Counterparts. This Amendment No. 1 may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by facsimile or other electronic transmission (including by means of a portable document format (.pdf) file, Brightwater Software, or other similar electronic signature technology) shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. Each Party agrees that the electronic signatures appearing on this Amendment No. 1 or any counterpart hereof are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

Section 4.5 — Entire Agreement. The Merger Agreement, as amended by this Amendment No. 1, together with all exhibits and schedules thereto and the ancillary agreements entered into in connection therewith (including, without limitation, the Limited Guarantee, the Escrow Agreement, the Voting and Support Agreement, and the Confidentiality Agreement dated as of January 12, 2022, between Parent and the Company), constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to such subject matter. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, between or among the Parties in connection with the subject matter of this Amendment No. 1 except as specifically set forth herein and in the Merger Agreement as so amended.

Section 4.6 — Headings. The article and section headings contained in this Amendment No. 1 are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment No. 1.

Section 4.7 — Severability. If any term, provision, covenant, or restriction of this Amendment No. 1 is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Amendment No. 1 shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Amendment No. 1 so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

[Remainder of this page intentionally left blank.]

[Signature pages follow.]

SIGNATURE PAGES TO AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed as of the date first written above by their respective officers or authorized representatives thereunto duly authorized.

PARENT:

ARDENT CAPITAL PARTNERS III LP

By: Ardent Capital GP III LLC, its General Partner

By: ________

Name: Julian Rask

Title: Co-Founder & Managing Partner

By: ________

Name: Nadia Ferrante

Title: Co-Founder & Managing Partner

Address for Notices:

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

Attention: Julian Rask; Nadia Ferrante

[Signature page to Amendment No. 1 to Agreement and Plan of Merger]

MERGER SUB:

CRFH ACQUISITION SUB, INC.

By: ________

Name: Tomás Iglesias

Title: President

Address for Notices:

CRFH Acquisition Sub, Inc. c/o Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, NY 10022

Attention: Tomás Iglesias

[Signature page to Amendment No. 1 to Agreement and Plan of Merger]

THE COMPANY:

CORAL REEF HOSPITALITY GROUP, INC.

By: ________

Name: Marcus Ellender

Title: Chief Executive Officer

Address for Notices:

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

Attention: Marcus Ellender, Chief Executive Officer

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

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

Attention: Catherine Osei, Esq.

[Signature page to Amendment No. 1 to Agreement and Plan of Merger]

ACKNOWLEDGMENT AND CONFIRMATION OF LIMITED GUARANTEE

Ardent Capital GP III LLC, a Delaware limited liability company (the "Guarantor"), in its capacity as guarantor under the Limited Guarantee, dated as of April 25, 2022, executed and delivered by the Guarantor in favor of Coral Reef Hospitality Group, Inc. (the "Limited Guarantee"), hereby acknowledges that it has received a copy of, and has reviewed, this Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 20, 2022 (this "Amendment No. 1"), by and among Ardent Capital Partners III LP, CRFH Acquisition Sub, Inc., and Coral Reef Hospitality Group, Inc.

The Guarantor hereby confirms that the Limited Guarantee remains in full force and effect in accordance with its terms and shall apply to the Merger Agreement as amended by this Amendment No. 1. Without limiting the generality of the foregoing, the Guarantor acknowledges and agrees that:

(a) the extension of the Outside Date from October 25, 2022 to January 25, 2023, as effected by Section 2.1 of this Amendment No. 1, shall not constitute a release, discharge, limitation, or modification of the Guarantor's obligations under the Limited Guarantee;

(b) the Guarantor's obligations under the Limited Guarantee shall continue to apply with respect to the Merger Agreement as so amended, including with respect to any payment obligations of Parent arising on or after the date hereof through and including the extended Outside Date of January 25, 2023 and any period thereafter during which payment obligations of Parent may arise under the terms of the Merger Agreement as so amended; and

(c) the maximum aggregate liability of the Guarantor under the Limited Guarantee shall remain $1,200,000, equal to the Reverse Termination Fee amount, and shall not be increased or decreased by reason of this Amendment No. 1.

This acknowledgment and confirmation is delivered pursuant to, and shall be governed by, the terms of the Limited Guarantee and the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.

ARDENT CAPITAL GP III LLC

By: ________

Name: Julian Rask

Title: Co-Founder & Managing Partner

By: ________

Name: Nadia Ferrante

Title: Co-Founder & Managing Partner

Address:

Ardent Capital GP III LLC 590 Madison Avenue, 38th Floor New York, NY 10022

Attention: Julian Rask; Nadia Ferrante

[Signature page — Acknowledgment and Confirmation of Limited Guarantee]

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Dated as of October 20, 2022
by and among
ARDENT CAPITAL PARTNERS III LP (a Delaware limited partnership)
CRFH ACQUISITION SUB, INC. (a Delaware corporation)
and
CORAL REEF HOSPITALITY GROUP, INC. (a Delaware corporation)
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment No. 1") is dated as of October 20, 2022, by and among:
(i) Ardent Capital Partners III LP, a Delaware limited partnership ("Parent"), with its principal offices located at 590 Madison Avenue, 38th Floor, New York, NY 10022;
(ii) CRFH Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), with its registered agent at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801; and
(iii) Coral Reef Hospitality Group, Inc., a Delaware corporation (the "Company"), with its principal offices located at 2400 Bayshore Boulevard, Suite 300, Tampa, FL 33629, whose shares of common stock, par value $0.001 per share (the "Company Common Stock"), are listed on the Nasdaq Global Market under the ticker symbol "CRFH."
Each of Parent, Merger Sub, and the Company is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of April 25, 2022 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"), in a reverse triangular merger effected under Section 251 of the Delaware General Corporation Law (the "DGCL"). The Merger Agreement provides for the payment of $4.75 per share of Company Common Stock in cash (the "Merger Consideration"), without interest and subject to any applicable withholding taxes, representing an aggregate equity value of approximately $30,000,000 based on 6,315,789 shares of Company Common Stock issued and outstanding as of the date of the Merger Agreement;
WHEREAS, Section 8.1(b)(i) of the Merger Agreement provides that the Merger Agreement may be terminated by either Parent or the Company if the closing of the Merger (the "Closing") has not occurred on or before October 25, 2022 (the "Outside Date"), subject to the condition that the Party seeking to terminate shall not have breached in any material respect its obligations under the Merger Agreement in a manner that shall have proximately contributed to the failure of the Closing to occur on or before the Outside Date;
WHEREAS, a special meeting of the stockholders of the Company (the "Special Meeting") was duly called, noticed, and convened on August 2, 2022 for the purpose of considering and voting upon a proposal to adopt the Merger Agreement (the "Merger Proposal"). At the Special Meeting, the Merger Proposal did not receive the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, as required by Section 7.1(a) of the Merger Agreement and Section 251(c) of the DGCL. The Special Meeting was adjourned on August 5, 2022 to permit additional solicitation of proxies, and was subsequently postponed indefinitely by mutual written consent of the Parties on August 26, 2022;
WHEREAS, the Parties desire to extend the Outside Date from October 25, 2022 to January 25, 2023 in order to permit additional time for the Parties to evaluate their respective options with respect to the Merger, including, without limitation, the potential reconvening of the Special Meeting for the purpose of obtaining the requisite stockholder approval of the Merger Proposal, continued engagement with the Company's stockholders, and such other actions as the Parties may mutually agree to undertake in furtherance of consummation of the Merger;
WHEREAS, Section 8.5 of the Merger Agreement provides that the Merger Agreement may be amended, modified, or supplemented at any time prior to the Effective Time by mutual written agreement of the Parties, executed by their respective duly authorized representatives, subject to the proviso that, following receipt of the Company Stockholder Approval, if applicable, no amendment shall be made that by applicable law requires further approval of the stockholders of the Company without obtaining such further approval; and
WHEREAS, each Party has duly authorized the execution, delivery, and performance of this Amendment No. 1 by all requisite corporate, partnership, or other organizational action, and each Party's board of directors, general partner, or other governing body, as applicable, has determined that this Amendment No. 1 and the transactions contemplated hereby are advisable and in the best interests of such Party and its equityholders.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the respective meanings ascribed to such terms in the Merger Agreement. Unless the context otherwise requires, all references herein to "Sections," "Articles," or other subdivisions shall refer to the corresponding Sections, Articles, or subdivisions of this Amendment No. 1.
Section 1.2 — References to the Merger Agreement. On and after the date hereof, all references to the "Merger Agreement" in this Amendment No. 1 or in any other document, instrument, agreement, certificate, or notice delivered or to be delivered pursuant to or in connection with the Merger Agreement shall mean and refer to the Merger Agreement as amended by this Amendment No. 1, unless the context clearly requires otherwise. For the avoidance of doubt, references contained in the Merger Agreement to "the date of this Agreement," "the date hereof," or words of similar import shall continue to refer to April 25, 2022, the original date of execution of the Merger Agreement.
ARTICLE II — AMENDMENT TO THE MERGER AGREEMENT
Section 2.1 — Amendment of Outside Date. The definition of "Outside Date" as set forth in Section 8.1(b)(i) of the Merger Agreement is hereby amended and restated in its entirety such that all references therein to the date "October 25, 2022" are deleted and replaced with the date "January 25, 2023." Accordingly, on and after the date hereof, the "Outside Date" for all purposes of the Merger Agreement shall be January 25, 2023, and all references in the Merger Agreement (including, without limitation, any provision of the Merger Agreement that references or is triggered by the Outside Date, including Sections 6.4, 7.1(b), 8.1(b)(i), 8.1(c)(i), and 8.1(d)(i) of the Merger Agreement) to the "Outside Date" shall hereafter mean and refer to January 25, 2023.
Section 2.2 — No Other Amendments; Ratification and Confirmation. Except as expressly set forth in Section 2.1 of this Amendment No. 1, all terms, conditions, covenants, representations, warranties, agreements, and other provisions of the Merger Agreement shall remain in full force and effect without modification or amendment, and are hereby ratified and confirmed in all respects. Without limiting the generality of the foregoing, and for the avoidance of doubt, the following provisions of the Merger Agreement remain unchanged and continue in full force and effect:
(a) The Merger Consideration of $4.75 per share of Company Common Stock, payable in cash without interest, as set forth in Section 2.1(a) of the Merger Agreement;
(b) The reverse termination fee of $1,200,000 (representing approximately 4.0% of the aggregate equity value), payable by Parent to the Company under the circumstances and in accordance with the terms set forth in Section 8.3(b) of the Merger Agreement (the "Reverse Termination Fee");
(c) The company termination fee of $900,000 (representing approximately 3.0% of the aggregate equity value), payable by the Company to Parent under the circumstances and in accordance with the terms set forth in Section 8.3(a) of the Merger Agreement (the "Company Termination Fee");
(d) The indemnity escrow deposit in the amount of $1,500,000 (representing approximately 5.0% of the aggregate equity value) to be deposited at Closing with Commonwealth Trust Company, as escrow agent, pursuant to the terms of the Escrow Agreement in the form attached as Exhibit D to the Merger Agreement (reference number CTC-ESC-2022-1173) (the "Escrow Agreement");
(e) The definition of "Material Adverse Effect" as set forth in Section 1.1 of the Merger Agreement, including, without limitation, the quantitative threshold providing that a decline in trailing-twelve-month Adjusted EBITDA (as defined in the Merger Agreement) of the Company and its Subsidiaries, taken as a whole, in excess of twenty percent (20%) shall constitute a Material Adverse Effect;
(f) The mutual specific performance provisions set forth in Section 9.9 of the Merger Agreement, including the right of each Party to seek an injunction, specific performance, or other equitable relief to enforce the obligations of the other Parties under the Merger Agreement in addition to any other remedy to which such Party may be entitled at law or in equity;
(g) The stockholder approval requirement set forth in Section 7.1(a) of the Merger Agreement, requiring the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon for adoption of the Merger Agreement in accordance with Section 251(c) of the DGCL (the "Company Stockholder Approval");
(h) The non-solicitation covenant set forth in Section 5.4 of the Merger Agreement, which became effective on May 25, 2022 upon the expiration of the thirty (30)-day "go-shop" period that commenced on the date of execution of the Merger Agreement, and which restricts the Company and its Representatives from soliciting, initiating, knowingly facilitating, or knowingly encouraging any Acquisition Proposal (as defined in the Merger Agreement), subject to the fiduciary-out exceptions set forth in Section 5.4(b) of the Merger Agreement;
(i) The Limited Guarantee, dated as of April 25, 2022 (the "Limited Guarantee"), executed and delivered by Ardent Capital GP III LLC, a Delaware limited liability company ("Guarantor"), in favor of the Company, guaranteeing the payment obligations of Parent under the Merger Agreement up to the Reverse Termination Fee amount of $1,200,000, in accordance with the terms and conditions set forth therein; and
(j) The Voting and Support Agreement, dated as of April 25, 2022, executed by certain stockholders of the Company listed on Schedule A thereto, in favor of Parent, pursuant to which such stockholders agreed, among other things, to vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement and against any Acquisition Proposal that is not a Superior Proposal (as defined in the Merger Agreement).
Nothing in this Amendment No. 1 shall be deemed to constitute a waiver by any Party of any right, remedy, power, or privilege under the Merger Agreement, whether arising before, on, or after the date hereof, except as expressly set forth in this Amendment No. 1.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Section 3.1 — Representations of Each Party. Each Party hereby represents and warrants to each other Party that, as of the date of this Amendment No. 1:
(a) Authority. Such Party has all requisite corporate, limited partnership, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Amendment No. 1. In the case of the Company, the board of directors of the Company (the "Company Board") has duly approved the execution, delivery, and performance of this Amendment No. 1. In the case of Parent, the general partner of Parent has duly approved the execution, delivery, and performance of this Amendment No. 1 on behalf of Parent. In the case of Merger Sub, the board of directors of Merger Sub and Parent, as the sole stockholder of Merger Sub, have each duly approved the execution, delivery, and performance of this Amendment No. 1 on behalf of Merger Sub.
(b) Due Authorization. The execution, delivery, and performance of this Amendment No. 1 by such Party has been duly and validly authorized by all necessary corporate, limited partnership, limited liability company, or other organizational action on the part of such Party, and no other corporate, partnership, or other organizational proceedings on the part of such Party or its equityholders are necessary to authorize the execution, delivery, or performance of this Amendment No. 1. No consent or approval of the stockholders of the Company is required in connection with the execution, delivery, or performance of this Amendment No. 1.
(c) Binding Obligation. This Amendment No. 1 has been duly executed and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").
(d) No Conflict. The execution, delivery, and performance of this Amendment No. 1 by such Party does not and will not (i) conflict with or result in a violation or breach of any provision of such Party's certificate of incorporation, certificate of formation, certificate of limited partnership, limited partnership agreement, bylaws, operating agreement, or other comparable organizational documents, as applicable, (ii) conflict with or result in a violation or breach of any law, statute, rule, regulation, order, judgment, injunction, or decree applicable to such Party, or (iii) conflict with, result in a breach of, constitute (with or without notice or lapse of time, or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material contract, lease, license, instrument, or other arrangement to which such Party is a party or by which such Party or any of its assets or properties is bound or affected.
Section 3.2 — No Termination Events. Each Party hereby represents and warrants to each other Party that, as of the date of this Amendment No. 1:
(a) Such Party has not delivered, and has no present intention to deliver, a notice of termination of the Merger Agreement pursuant to Article VIII thereof or otherwise.
(b) To the knowledge of such Party, no event has occurred and no condition exists that, with or without the giving of notice or the lapse of time, or both, would constitute a basis for the termination of the Merger Agreement by such Party or any other Party pursuant to Article VIII of the Merger Agreement, other than the failure of the Closing to have occurred on or before the current Outside Date of October 25, 2022, which failure is being addressed by the extension of the Outside Date effected pursuant to Section 2.1 of this Amendment No. 1.
(c) Each of the representations and warranties of such Party set forth in the Merger Agreement is true and correct as of the date of this Amendment No. 1 (except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties are true and correct as of such date), subject to the same materiality, Material Adverse Effect, and other qualifications set forth in the Merger Agreement.
(d) Such Party is not in material breach of any of its covenants or agreements set forth in the Merger Agreement that are required to be performed or complied with by such Party on or prior to the date of this Amendment No. 1.
ARTICLE IV — MISCELLANEOUS
Section 4.1 — Effect of Amendment. This Amendment No. 1 shall be deemed to be a part of, and shall be incorporated into, the Merger Agreement for all purposes. On and after the date hereof, each reference in the Merger Agreement to "this Agreement," "herein," "hereof," "hereunder," "hereby," or words of similar import shall mean and be a reference to the Merger Agreement as amended by this Amendment No. 1. Each reference in any other document, instrument, agreement, certificate, or notice delivered or to be delivered pursuant to or in connection with the Merger Agreement to the "Merger Agreement" shall mean and be a reference to the Merger Agreement as amended by this Amendment No. 1. This Amendment No. 1 shall not constitute an amendment or modification of any provision of the Merger Agreement except as expressly set forth herein.
Section 4.2 — Governing Law. This Amendment No. 1 and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Amendment No. 1 or the negotiation, execution, or performance of this Amendment No. 1 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 laws of any jurisdiction other than those of the State of Delaware.
Section 4.3 — Jurisdiction; Venue. Consistent with Section 9.6 of the Merger Agreement, each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any appellate court therefrom (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court or federal court of the United States of America sitting in the State of Delaware and any appellate court therefrom), in any action, suit, or proceeding arising out of or relating to this Amendment No. 1 or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (b) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each Party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
Section 4.4 — Counterparts. This Amendment No. 1 may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by facsimile or other electronic transmission (including by means of a portable document format (.pdf) file, Brightwater Software, or other similar electronic signature technology) shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. Each Party agrees that the electronic signatures appearing on this Amendment No. 1 or any counterpart hereof are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
Section 4.5 — Entire Agreement. The Merger Agreement, as amended by this Amendment No. 1, together with all exhibits and schedules thereto and the ancillary agreements entered into in connection therewith (including, without limitation, the Limited Guarantee, the Escrow Agreement, the Voting and Support Agreement, and the Confidentiality Agreement dated as of January 12, 2022, between Parent and the Company), constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to such subject matter. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, between or among the Parties in connection with the subject matter of this Amendment No. 1 except as specifically set forth herein and in the Merger Agreement as so amended.
Section 4.6 — Headings. The article and section headings contained in this Amendment No. 1 are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment No. 1.
Section 4.7 — Severability. If any term, provision, covenant, or restriction of this Amendment No. 1 is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Amendment No. 1 shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Amendment No. 1 so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
[Remainder of this page intentionally left blank.]
[Signature pages follow.]
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed as of the date first written above by their respective officers or authorized representatives thereunto duly authorized.
PARENT:
ARDENT CAPITAL PARTNERS III LP
By: Ardent Capital GP III LLC, its General Partner
By: ________
Name: Julian Rask
Title: Co-Founder & Managing Partner
By: ________
Name: Nadia Ferrante
Title: Co-Founder & Managing Partner
Address for Notices:
Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, NY 10022
Attention: Julian Rask; Nadia Ferrante
[Signature page to Amendment No. 1 to Agreement and Plan of Merger]
MERGER SUB:
CRFH ACQUISITION SUB, INC.
By: ________
Name: Tomás Iglesias
Title: President
Address for Notices:
CRFH Acquisition Sub, Inc. c/o Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, NY 10022
Attention: Tomás Iglesias
[Signature page to Amendment No. 1 to Agreement and Plan of Merger]
THE COMPANY:
CORAL REEF HOSPITALITY GROUP, INC.
By: ________
Name: Marcus Ellender
Title: Chief Executive Officer
Address for Notices:
Coral Reef Hospitality Group, Inc. 2400 Bayshore Boulevard, Suite 300 Tampa, FL 33629
Attention: Marcus Ellender, Chief Executive Officer
With a copy to (which shall not constitute notice):
Whitfield, Crane & Sato LLP One Southeast Financial Center, Suite 4200 Miami, FL 33131
Attention: Catherine Osei, Esq.
[Signature page to Amendment No. 1 to Agreement and Plan of Merger]
ACKNOWLEDGMENT AND CONFIRMATION OF LIMITED GUARANTEE
Ardent Capital GP III LLC, a Delaware limited liability company (the "Guarantor"), in its capacity as guarantor under the Limited Guarantee, dated as of April 25, 2022, executed and delivered by the Guarantor in favor of Coral Reef Hospitality Group, Inc. (the "Limited Guarantee"), hereby acknowledges that it has received a copy of, and has reviewed, this Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 20, 2022 (this "Amendment No. 1"), by and among Ardent Capital Partners III LP, CRFH Acquisition Sub, Inc., and Coral Reef Hospitality Group, Inc.
The Guarantor hereby confirms that the Limited Guarantee remains in full force and effect in accordance with its terms and shall apply to the Merger Agreement as amended by this Amendment No. 1. Without limiting the generality of the foregoing, the Guarantor acknowledges and agrees that:
(a) the extension of the Outside Date from October 25, 2022 to January 25, 2023, as effected by Section 2.1 of this Amendment No. 1, shall not constitute a release, discharge, limitation, or modification of the Guarantor's obligations under the Limited Guarantee;
(b) the Guarantor's obligations under the Limited Guarantee shall continue to apply with respect to the Merger Agreement as so amended, including with respect to any payment obligations of Parent arising on or after the date hereof through and including the extended Outside Date of January 25, 2023 and any period thereafter during which payment obligations of Parent may arise under the terms of the Merger Agreement as so amended; and
(c) the maximum aggregate liability of the Guarantor under the Limited Guarantee shall remain $1,200,000, equal to the Reverse Termination Fee amount, and shall not be increased or decreased by reason of this Amendment No. 1.
This acknowledgment and confirmation is delivered pursuant to, and shall be governed by, the terms of the Limited Guarantee and the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.
ARDENT CAPITAL GP III LLC
By: ________
Name: Julian Rask
Title: Co-Founder & Managing Partner
By: ________
Name: Nadia Ferrante
Title: Co-Founder & Managing Partner
Address:
Ardent Capital GP III LLC 590 Madison Avenue, 38th Floor New York, NY 10022
Attention: Julian Rask; Nadia Ferrante
[Signature page — Acknowledgment and Confirmation of Limited Guarantee]

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

RECITALS

SIGNATURE PAGES TO AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

PARENT:

ARDENT CAPITAL PARTNERS III LP

MERGER SUB:

CRFH ACQUISITION SUB, INC.

THE COMPANY:

CORAL REEF HOSPITALITY GROUP, INC.

ACKNOWLEDGMENT AND CONFIRMATION OF LIMITED GUARANTEE

ARDENT CAPITAL GP III LLC

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