Contract analysis

I. INTRODUCTION AND PURPOSE This memorandum has been prepared by Calderwood & Harkness LLP to assist you, Diane Calder, in preparing for your deposition, which is currently scheduled for August 8, 2023. The deposition will be taken by defense counsel in the above-referenced matter and is expected to last a full day. This memorandum is protected by the attorney-client privilege and the work-product doctrine, and its c

II. GENERAL DEPOSITION GUIDELINES A. Fundamental Rules The following rules are critical to an effective deposition. While you have participated in business proceedings and corporate presentations throughout your career, a deposition is fundamentally different from a board meeting or an earnings call. In a deposition, the opposing attorneys are not seeking information to understand your position — they are seeking to

1. Listen to the full question before answering. Do not begin formulating your answer while the question is still being asked. Allow the attorney to finish the question completely, pause briefly, and then answer. This serves two purposes: it ensures you understand the question and it gives our counsel time to interpose any necessary objections.

2. Answer only the question asked. Do not volunteer information beyond what is necessary to answer the specific question posed. If the question calls for a "yes" or "no" answer, provide that answer. You may add a brief explanation if necessary to avoid a misleading answer, but do not launch into extended narratives or offer information on topics not raised by the question.

3. If you do not understand a question, say so and ask for clarification. You are under no obligation to answer a question you do not understand. Phrases such as "I'm not sure I understand your question — could you please rephrase it?" are entirely appropriate. Do not attempt to interpret an ambiguous question and then answer your own interpretation.

4. If you do not know or do not remember, say so honestly. There is nothing wrong with answering "I don't know" or "I don't recall." These are honest answers and are far preferable to guessing. Do not speculate or estimate when you do not have actual knowledge. If you have a general recollection but not specific details, you may say so — for example, "I have a general recollection that the figure was in that range, b

5. Do not speculate about what documents may exist or what others may have said. If defense counsel asks you whether a particular document exists or what another individual may have communicated, testify only to your own knowledge. Do not theorize about what records may or may not be in VHG's files, and do not attribute statements to other individuals unless you have a clear, personal recollection of the conversation

6. Calderwood & Harkness counsel will be present. Either Tiffany Rosenthal or Elaine Forsythe, or both, will be present at the deposition and will interpose objections as appropriate. When you hear an objection being made, stop speaking immediately and wait for the objection to be stated. In most cases, you will then be instructed to answer the question notwithstanding the objection, because depositions in Florida pr

7. You may request breaks at any time. If you need a break to use the restroom, collect your thoughts, or confer with counsel, you may request one. However, there is one important limitation: if a question is pending (i.e., it has been asked but you have not yet answered), you should generally answer the question before taking a break, unless counsel instructs otherwise. Do not answer a question if you feel you need

8. Be careful with compound questions, questions containing assumed facts, and characterizations of documents you have not been shown. Defense counsel may embed factual assumptions into questions — for example, "After VHG decided to delay the Grand Key reopening, what happened next?" This question assumes VHG made a decision to "delay" the reopening, which may not be accurate. If a question contains an assumption you

1. Do not disclose the substance of any communications with Calderwood & Harkness attorneys — including Tiffany Rosenthal, Elaine Forsythe, or any other attorney or staff member at the firm — regarding the coverage dispute, litigation strategy, case evaluation, or any other aspect of this matter.

2. Do not disclose the substance of any communications with Nathaniel Driscoll, VHG's General Counsel, to the extent those communications were made in his capacity as legal counsel providing legal advice regarding the insurance claim, coverage dispute, or litigation. Mr. Driscoll wears multiple hats within VHG, and some of his communications may relate to business matters rather than legal advice. As a general rule,

3. Do not disclose the substance of any communications with any other VHG counsel retained in connection with this matter.

4. If defense counsel asks you about communications with any attorney, state that the communication is privileged and look to Calderwood & Harkness counsel for guidance. A simple statement such as "I had communications with counsel, but I believe those are privileged" is appropriate. Counsel will then handle the objection.

5. Do not discuss this preparation memorandum or its contents. If you are asked whether you reviewed any documents in preparation for the deposition, you may state that you reviewed certain documents at the direction of counsel, but you should not describe the substance of any discussions you had with counsel during preparation or identify this memorandum. C. Document Review Protocol Defense counsel will likely prese

1. Take time to read the document fully before answering any questions about it. Do not allow defense counsel to rush you through a document. You are entitled to review the entire document, including any attachments, footnotes, or related materials, before answering questions. If the document is lengthy, take the time you need.

2. Confirm whether you have seen the document before and in what context. If you recognize the document, state when you first saw it and the circumstances under which you received or reviewed it. If you do not recognize the document, say so. If you recognize it but are not certain it is the same version you previously reviewed, note that uncertainty.

3. Do not assume a document is complete or authentic simply because it is presented to you. Defense counsel may present excerpts of documents, draft versions, or documents that have been reformatted. If you are shown an excerpt, note that you are only reviewing a portion of the document and that your answers are based on that portion alone. If a document looks different from what you recall, say so.

III. ANTICIPATED AREAS OF EXAMINATION The following sections outline the principal areas where we expect defense counsel to focus during your deposition. For each area, we have provided the key facts and financial data you should be prepared to discuss, along with guidance on how to approach certain sensitive or difficult questions. A. Background and Role at VHG Defense counsel will likely begin the deposition with b

I. VHG's Financial Condition During Closure Periods Defense counsel will probe VHG's overall financial condition during and after the closure periods, seeking information about the financial impact of the hurricane on VHG as a whole. This line of questioning serves multiple purposes: it provides context for the BI claim, it may support arguments about mitigation, and it may be used to assess VHG's settlement leverage

IV. KEY DOCUMENTS TO REVIEW BEFORE DEPOSITION Before the deposition, you should review the following documents to refresh your recollection of the key facts and financial data. Copies will be provided to you during your pre-deposition preparation session on August 7, 2023:

1. VHG's sworn statement in proof of loss submitted to Ironclad on November 15, 2022, claiming $60 million in business-interruption losses.

2. Ironclad's reservation of rights letter dated October 12, 2022.

3. Ironclad's formal coverage denial letter dated February 3, 2023.

4. VHG's FY 2021 and FY 2022 annual financial statements (Form 10-K filings with the SEC).

5. VHG's quarterly reports (Form 10-Q) for Q3 2022, Q4 2022, Q1 2023, and Q2 2023.

6. Any Form 8-K filings relating to Hurricane Callista, the insurance claim, or related material events.

7. Earnings call transcripts for Q3 2022 and Q4 2022, and any subsequent earnings calls in which the storm's impact was discussed.

8. Property-level profit and loss statements for Grand Key Resort, Harborview Hotel & Conference Center, and Sunset Shores for FY 2021 and FY 2022.

9. Monthly revenue and occupancy reports for each property from January 2021 through the respective reopening dates.

10. Saved-expense worksheets and supporting documentation prepared by VHG's finance team.

11. Capital expenditure records for storm-related repairs at each property.

12. Correspondence with Tidewater Risk Advisors LLC regarding the Hurricane Callista claim.

13. Insurance policy declarations pages for Ironclad policy number IIC-PRP-2022-07541.

14. Any internal VHG memoranda or presentations regarding the financial impact of Hurricane Callista.

15. VHG's budgets and forecasts for FY 2022 and FY 2023, as prepared prior to the hurricane and as revised post-storm. If you identify any additional documents during your review that you believe would be helpful to refresh your recollection, please bring that to our attention during the preparation session.

V. POTENTIAL DIFFICULT QUESTIONS AND SUGGESTED APPROACHES The following section identifies questions that defense counsel is likely to ask and provides guidance on how to approach them. These are not scripted answers — you must testify truthfully and in your own words at all times. Rather, these are frameworks for thinking about how to address specific challenging topics. A. "Isn't it true that VHG's claim is inflate

VI. COORDINATION WITH OTHER DEPOSITIONS As noted above, the defense has noticed depositions of multiple VHG witnesses and third parties. Understanding the deposition schedule and the areas likely to be covered in each deposition will help you understand the scope of your own testimony and appropriately defer cert