Contract analysis

I. Introduction and Purpose Dear Dr. Kettlewell, The purpose of this memorandum is to prepare you comprehensively for your expert deposition, which is scheduled for Monday, June 26, 2023. Your deposition is designated as Day 1 of expert depositions in this matter; the deposition of the defense's retained expert, Prof. Grant Hargrove, is set for the following day, June 27, 2023. This memorandum addresses the procedura

II. Overview of Dr. Kettlewell's Expert Opinions This section summarizes the principal opinions set forth in your Expert Report and Rebuttal Expert Report. Although you are intimately familiar with the substance of your analyses, this summary is intended to provide a quick-reference framework and to highlight the specific figures, ranges, and conclusions that defense counsel is most likely to target during the deposi

III. Anticipated Cross-Examination Topics This section identifies the principal topics we expect defense counsel to address during your deposition, analyzes the likely lines of questioning, and provides specific preparation guidance for each topic. The topics are presented roughly in the order we anticipate they will arise, although defense counsel may vary the sequence. A. Qualifications and Potential Bias Defense c

I. Technology Fee Calculation Defense counsel may argue that the $1.26 million technology-fee underpayment calculation is speculative because it rests on estimates of the number of unreported rooms and the duration over which those rooms were in service without being reported. The calculation is based on 214 unreported rooms across 4 specific properties, each of which underwent renovation or expansion during the rele

IV. General Deposition Guidance and Ground Rules This section sets forth guidance on deposition conduct and communication that applies throughout your testimony, regardless of the specific topic being examined. A. Demeanor and Communication Your demeanor during the deposition is as important as the substance of your testimony. The following guidelines should govern your conduct throughout the proceedings: Listen care

V. Exhibit Binder Contents Calderwood & Harkness will prepare an indexed exhibit binder for your reference during the deposition. The binder will be organized into twelve tabs, as described below. You should familiarize yourself with the binder's contents and organization during our June 22 preparation session so that you can locate specific documents and data points efficiently during the deposition itself. Tab 1: E

VI. Preparation Session Agenda A. Session Logistics A full-day preparation session has been scheduled as follows: Date: Thursday, June 22, 2023 (four days before the deposition) Time: 9:00 AM – 4:00 PM (with breaks as noted below) Location: Calderwood & Harkness LLP, 110 SE 6th Street, Suite 2800, Fort Lauderdale, FL 33301 Attendees: • Dr. Sharon Kettlewell, CPA/CFF, CFE, Ridgeline Forensic Advisory LLC • Priya Anand

VII. Key Themes to Reinforce Throughout Testimony Regardless of the specific question being asked, Dr. Kettlewell should consistently reinforce the following five core themes throughout her deposition testimony. These themes provide a narrative framework that supports the damages analysis and withstands cross-examination:

1. The FLA's GRR definition is unambiguous. The definition in FLA § 4.1 captures "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." Your forensic analysis directly and faithfully applied this definition. The defense's attempts to narrow the definition — by excludin

2. The forensic analysis is independent and evidence-based. Your damages model is built on documentary evidence — financial records, PMS data, bank statements, OTA contracts, Ironclad National Bank loan documents, and Thornbury & Associates' audit findings. It is not based on any single witness's allegations, including those of Janet Kerrigan. The analy