Contract analysis

I. Overview and Purpose This memorandum summarizes and analyzes the deposition testimony of Nolan Prescott, taken on February 10, 2023, at the offices of Whitfield, Barrow & Crane LLP, 1221 Brickell Avenue, Suite 3000, Miami, Florida 33131. The deposition was recorded by certified court reporter and videographer in accordance with the parties' stipulation entered on October 14, 2022. Prescott was examined by Priya An

II. Witness Background and Role in Coastal Palms A. Personal Background Prescott testified that he is a retired commercial real estate developer who spent the bulk of his career acquiring, developing, and managing commercial properties — primarily retail centers and mixed-use developments — in Southwest Florida. He stated that he began winding down his active development business around 2008 and was "essentially reti

III. Prescott's Claimed Lack of Knowledge Regarding Revenue Reporting A central theme of Prescott's testimony was his asserted ignorance of virtually every aspect of Coastal Palms' revenue-reporting obligations to Verimark. This section summarizes the substance of those claims; the documentary contradictions are addressed in Section IV. A. GRR Reporting to Verimark Prescott testified that he was not familiar with the

IV. Inconsistencies Between Testimony and Produced Documents This section identifies five categories of produced documents that contradict or materially undermine Prescott's claimed lack of knowledge regarding the revenue-reporting practices at issue in this litigation. Each inconsistency is documented with specific Bates-number references and corresponding deposition transcript citations. The documents are presented

Section 7.4 — Inspection Rights: Provides that all Members "shall have the right, at any reasonable time and upon not less than ten (10) business days' prior written notice to the Managing Member, to inspect and copy the Company's books and records, including without limitation all financial statements, tax returns, bank statements, accounts receivable and payable records, and franchise-related documents."

Section 7.6 — Quarterly Reports: Requires the Managing Member (Brecker) to "furnish to each Member, within thirty (30) days following the end of each calendar quarter, a financial report setting forth in reasonable detail the revenues, expenses, and net income of the Company and its subsidiaries for such quarter, together with a balance sheet as of the end of such quarter." Deposition Testimony: Prescott acknowledged

V. Key Admissions and Concessions Despite his general posture of claimed ignorance, Prescott made several notable concessions during questioning. These concessions, while individually limited in scope, collectively undermine the credibility of his broader narrative of passive, uninformed investment. A. Receipt of Financial Reports Prescott conceded that he received quarterly financial summaries from Brecker for the e

VI. Demeanor and Credibility Assessment Prescott was generally cooperative and calm during the early portions of the deposition, answering questions about his background, his investment history, and his relationship with Brecker in a straightforward and conversational manner. He appeared at ease with the deposition process and did not exhibit signs of anxiety or defensiveness during the initial questioning. His demea

VII. Relevance to Pending Claims A. Civil Conspiracy (Count X) Prescott is not individually named as a defendant in the Complaint. Count X of the Complaint alleges civil conspiracy and names only Randall Brecker and Suncoast Room Management Inc. as defendants in that count, alleging that they agreed to and participated in the scheme to divert revenues from franchise-reported GRR through the Suncoast direct-booking ch

VIII. Comparison with Other Witness Testimony The Prescott deposition should be evaluated in the context of other depositions taken in this matter to assess both corroboration and gaps in the evidentiary record. Randall Brecker (deposed January 9–10, 2023): Brecker was deposed over two days and admitted that he personally directed the controllers at Coastal Palms' property-level entities to exclude Suncoast-collected

IX. Recommendations Based on the foregoing analysis, I recommend the following actions:

1. Preserve Impeachment Materials. The five categories of documents identified in Section IV — quarterly financial summaries (CP-SUPP-0087432–0087561), annual distribution memoranda (CP-00045210–00045247), the June 2018 Ironclad email chain (CP-SUPP-0112887–0112894), the Coastal Palms operating agreement (CP-00001015–00001089), and the November 2021 text messages (CP-SUPP-0198445–0198449) — should be flagged in the t

2. Leverage Prescott's Personal Guaranty Exposure in Settlement Discussions. Prescott's documented awareness of the dual-revenue structure significantly strengthens Verimark's position regarding Prescott's personal exposure — whether through his Ironclad National Bank guaranty obligations (which may contain fraud or misrepresentation carve-outs triggered by the provision of inflated revenue figures to the bank), thro

3. Consider Supplemental discovery Targeted at Prescott Individually. We should evaluate whether to serve targeted interrogatories or requests for production on Prescott personally — not merely as a Member of Coastal Palms — regarding any additional communications about Suncoast, franchise reporting, or the potential Verimark audit that may not have been captured in Coastal Palms' document production. In particular,

4. Coordinate with Forensic Expert (Dr. Kettlewell). The annual distribution memoranda showing combined revenue figures should be provided to Dr. Sharon Kettlewell at Ridgeline Forensic Advisory LLC for integration into her forensic reconstruction of true GRR. The 2021 distribution memorandum figure of $144.0 million in combined revenue is broadly consistent with her independent estimate of $145.6 million in true GRR

5. Brief Priya Anand on Trial-Strategy Implications. The Prescott deposition supports and strengthens Verimark's trial narrative that the revenue-diversion scheme was not a rogue operation conducted in secret by Brecker alone but was a systematic arrangement that was known to — or, at minimum, willfully ignored by — other principals of Coastal Palms, including its primary passive investor and personal loan guarantor.

X. Appendix — Key Transcript Citations The following table provides a quick-reference guide to the critical transcript page and line citations from the Prescott deposition, organized by topic. These citations should be used for motion practice, trial preparation, and cross-referencing with the deposition exhibits.

XI. Exhibit Index The following exhibits were marked during the deposition of Nolan Prescott on February 10, 2023. All exhibits are maintained in the litigation document management system and in the physical deposition binder. Please contact me with any questions or if you would like to discuss any of the foregoing. I am available to walk through the key transcript passages in detail at your convenience. A copy of th