Contract analysis

I. Purpose of This Letter This letter memorializes the substance of the good-faith meet-and-confer telephonic conference held on September 6, 2022, between the undersigned, Yuki Nakamura, and Carlos Espinoza of this firm, on behalf of Plaintiff Verimark Hospitality Group Inc. ("Verimark" or "Plaintiff"), and you and Ethan Doyle of Whitfield, Barrow & Crane LLP, on behalf of Defendants Coastal Palms Franchise Holdings

II. Background — Discovery Requests at Issue As you are aware, on July 11, 2022, Verimark served its First Request for Production of Documents to Defendant Coastal Palms Franchise Holdings LLC (the "First RFP"), consisting of one hundred forty-seven (147) individually numbered requests for production. These requests were directed at documents and electronically stored information necessary to prosecute Verimark's cla

III. Summary of the September 6, 2022 Telephonic Conference A. Participants and Logistics As noted above, the parties held a telephonic meet-and-confer conference on September 6, 2022, beginning at approximately 2:00 p.m. Eastern Time. The participants were as follows: • For Plaintiff Verimark Hospitality Group Inc.: Yuki Nakamura (FL Bar No. 0119644) and Carlos Espinoza (FL Bar No. 0128903), Calderwood & Harkness LL

IV. Verimark's Position — Why Suncoast Records Must Be Produced A. Response to the Separate-Entity Objection Coastal Palms' attempt to characterize Suncoast Room Management Inc. as a mere "third party" whose records are beyond Defendants' discovery obligations is unavailing for several independent reasons. First, Suncoast Room Management Inc. is not merely a third party; it is an entity wholly controlled by Randall B

Section 4.1 of each of the twenty-two (22) Franchise License Agreements defines Gross Room Revenue as follows: "'Gross Room Revenue' shall mean all revenues derived from or attributable to the rental of guest rooms at the Hotel, including revenues from any booking channel, direct or indirect, and regardless of the entity collecting such revenue, but excluding applicable state and local room taxes collected and remitt

V. Proposals for Resolution In the interest of resolving this dispute without the need for Court intervention, Verimark proposes the following:

1. Production of Suncoast Financial Records. Coastal Palms shall produce all responsive financial records of Suncoast Room Management Inc. for the period January 1, 2013 through December 31, 2021, including but not limited to: general ledgers, trial balances, bank statements (for all accounts), profit-and-loss statements, balance sheets, tax returns and related schedules, management-fee invoices and calculations, int

2. Production Deadline. Production shall be completed within fourteen (14) calendar days of the date of this letter — that is, by no later than September 22, 2022 — via the Nexagen Document Solutions LLC platform in accordance with the parties' agreed-upon e-discovery protocol.

3. Search-Term Limitations for Non-Hotel Records. If Coastal Palms identifies specific categories of Suncoast records that genuinely contain non-hotel-related business information, the parties will promptly meet and confer regarding appropriate search-term or custodian limitations to narrow the scope of review while ensuring that all hotel-related financial records are produced. Any such limitations must be agreed up

4. Amendment to Protective Order. If Coastal Palms determines that additional confidentiality protections are necessary for specific categories of Suncoast documents beyond those provided by the existing Confidentiality Stipulation and Protective Order, the parties will jointly prepare and submit to the Court a proposed amendment to the Protective Order adding an "Attorneys' Eyes Only" designation tier, with terms to

VI. Notice of Intent to File Motion to Compel Please be advised that if Coastal Palms does not agree to produce the Suncoast Room Management Inc. financial records on the terms outlined above, or propose an acceptable alternative, within seven (7) days of the date of this letter — that is, by no later than September 15, 2022 — Verimark intends to file a Motion to Compel Production of Suncoast Room Management Inc. Fin

VII. Reservation of Rights Nothing in this letter shall be construed as a waiver of any rights or remedies available to Verimark under the Franchise License Agreements, applicable law, or the Florida Rules of Civil Procedure. Verimark expressly reserves all such rights and remedies, including but not limited to the right to seek sanctions, adverse inference instructions, or other relief in connection with Defendants'

VIII. Closing We respectfully request written confirmation of Coastal Palms' position regarding the matters addressed in this letter by no later than September 15, 2022. You may direct your response to the undersigned at the address listed above, or via email at ynakamura@calderwoodharkness.com, or by telephone at (954) 523-7818 (direct line). Thank you for your attention to this matter. We remain willing to engage i