CALDERWOOD & HARKNESS LLP Attorneys at Law
100 Southeast Second Street, Suite 3400 Miami, Florida 33131
Telephone: (305) 814-7200 Facsimile: (305) 814-7201 www.calderwoodharkness.com
DRAFT — PRIVILEGED & CONFIDENTIAL — FOR CLIENT REVIEW AND APPROVAL BEFORE TRANSMISSION
February __, 2026
VIA ELECTRONIC MAIL AND FIRST-CLASS MAIL
Marco A. Garza, Esq. Garza, Linden & Okafor LLP 600 Brickell Avenue, Suite 2200 Miami, Florida 33131
Re: Demand Letter Dated January 14, 2026, on Behalf of Daniela M. Serrano; Allegations of Wage-and-Hour Violations Against Verimark Hospitality Group Inc.
Our Matter No.: 1021-00005
Dear Mr. Garza:
This firm represents Verimark Hospitality Group Inc. ("Verimark" or "VHG"), a Delaware corporation headquartered at 2400 Bayshore Boulevard, Suite 1100, Tampa, Florida 33629, and publicly traded on the Nasdaq Stock Market under the ticker symbol VMHG. We are writing in response to the demand letter dated January 14, 2026, which was addressed to VHG and received by VHG's General Counsel on January 16, 2026 (the "Demand Letter"). We understand that the Demand Letter was sent on behalf of your client, Daniela M. Serrano, a former front-desk associate at the Verimark Regency Tampa. VHG's General Counsel, Devin K. Arroyo, has authorized this firm to represent VHG in connection with the matters raised in the Demand Letter and all related proceedings. Accordingly, we respectfully request that all future correspondence and communications regarding this matter be directed to the undersigned, Bernard Crawford, Partner, Labor & Employment Practice Group, Calderwood & Harkness LLP, at the address set forth in the letterhead above, or by telephone at (305) 814-7218, or by electronic mail at bcrawford@calderwoodharkness.com. Please do not direct any further communications regarding this matter to VHG's officers, directors, or employees.
We have reviewed the Demand Letter and its attachments. Without admitting, conceding, or otherwise acknowledging the validity, accuracy, or merit of any allegation, assertion, or characterization contained therein, we acknowledge that the Demand Letter raises the following five categories of allegations against VHG:
1. Overtime Violations. The Demand Letter alleges that VHG failed to compensate Ms. Serrano and other similarly situated hourly, non-exempt employees at one-and-one-half times the regular rate of pay for all hours worked in excess of forty (40) hours in a given workweek, in alleged violation of Section 207(a) of the Fair Labor Standards Act, 29 U.S.C. § 207(a).
2. Automatic Meal-Break Deductions. The Demand Letter alleges that VHG engaged in the practice of automatically deducting thirty (30) minutes per shift for meal breaks from employees' recorded time, notwithstanding that employees were purportedly required to remain on-call during such breaks and were therefore allegedly not fully relieved of their duties during the meal period.
3. Uncompensated Pre-Shift and Post-Shift Work. The Demand Letter alleges that VHG failed to compensate employees for pre-shift and post-shift activities, including but not limited to donning and doffing required uniforms, booting up point-of-sale and property-management computer systems, and participating in shift-handover briefings. The Demand Letter estimates that such uncompensated time amounted to approximately fifteen (15) to twenty-five (25) minutes per shift.
4. Minimum Wage and Tip-Credit Violations. The Demand Letter alleges that VHG failed to pay the Florida minimum wage for tipped employees, as established by Article X, Section 24 of the Florida Constitution, with respect to certain front-desk and concierge positions that participated in pooled tip arrangements. The Demand Letter asserts that VHG improperly took a tip credit against the minimum wage obligation for positions that did not customarily and regularly receive tips sufficient to qualify for such treatment.
5. Misclassification Under the Administrative Exemption. The Demand Letter alleges that VHG willfully misclassified certain hourly employees holding "lead" and "senior" designations as exempt from the overtime requirements of the FLSA under the administrative exemption set forth at 29 C.F.R. § 541.200 et seq., when such employees allegedly did not satisfy the duties test or salary-basis test for that exemption.
We further acknowledge that the Demand Letter identifies a putative class or collective comprised of all current and former hourly, non-exempt employees employed at Verimark-branded hotel and resort properties located in the State of Florida during the period from January 2023 to the present. We also acknowledge that the Demand Letter sets forth a global settlement demand in the amount of Eighteen Million Five Hundred Thousand Dollars ($18,500,000.00), stated to be inclusive of back pay, liquidated damages under the FLSA, and attorneys' fees and costs. The foregoing summary is provided solely for the purpose of confirming our receipt and review of the Demand Letter and does not constitute, nor should it be construed as, an admission, acknowledgment, or concession of the factual or legal validity of any allegation, claim, or characterization set forth therein.
VHG expressly denies that it has violated any provision of the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., the Florida Constitution, the Florida Minimum Wage Act, or any other applicable federal, state, or local wage-and-hour law or regulation. VHG does not admit any of the allegations set forth in the Demand Letter, and VHG hereby expressly reserves all rights, defenses, and counterclaims available to it under federal and state law, including but not limited to the following:
(a) All defenses arising under the Fair Labor Standards Act, including, without limitation, the good-faith defenses provided by 29 U.S.C. § 259 (reliance on administrative rulings, interpretations, practices, or enforcement policies of the Administrator of the Wage and Hour Division) and 29 U.S.C. § 260 (discretionary reduction or elimination of liquidated damages based on a showing of good faith and reasonable grounds for believing that the employer's act or omission was not a violation of the FLSA);
(b) All applicable statutes of limitations defenses, including, without limitation, the two-year statute of limitations under 29 U.S.C. § 255(a) and any argument that the three-year limitations period for willful violations is inapplicable;
(c) All defenses and objections relating to the composition, scope, numerosity, commonality, typicality, adequacy, predominance, superiority, and certification of any putative collective action under 29 U.S.C. § 216(b) or any putative class action under Rule 23 of the Federal Rules of Civil Procedure or any analogous state rule, including but not limited to the argument that the employees identified in the Demand Letter are not "similarly situated" within the meaning of § 216(b);
(d) All defenses relating to the proper application of the FLSA administrative exemption under 29 C.F.R. § 541.200, including the argument that any employees classified as exempt satisfied both the salary-basis test and the duties test for that exemption;
(e) All defenses relating to the proper application of the tip-credit provisions under Section 3(m) of the FLSA, 29 U.S.C. § 203(m), and Article X, Section 24 of the Florida Constitution, including the argument that VHG properly notified tipped employees of the tip credit and that the employees at issue customarily and regularly received tips;
(f) All defenses based on the de minimis doctrine with respect to any alleged uncompensated pre-shift or post-shift work;
(g) All defenses based on the continuous-workday rule and the Portal-to-Portal Act, 29 U.S.C. §§ 251–262, with respect to the compensability of alleged donning, doffing, and other activities;
(h) All defenses based upon offset, recoupment, setoff, payment, satisfaction, accord, and waiver; and
(i) Any and all other defenses, affirmative defenses, and counterclaims that may become available to VHG as VHG and its counsel complete their review of the factual and legal issues raised in the Demand Letter.
Nothing in this letter, nor in any prior, contemporaneous, or subsequent correspondence, communication, or discussion between this firm and Garza, Linden & Okafor LLP, shall be construed as an admission of liability, a waiver of any right, defense, or counterclaim, an acceptance or acknowledgment of the factual or legal positions asserted in the Demand Letter, or an agreement to toll or extend any statute of limitations or other time-based defense. VHG expressly reserves the right to supplement, amend, or modify its defenses and positions at any time as additional facts and legal analysis become available.
We note that the Demand Letter establishes a response deadline of February 28, 2026. VHG takes the allegations raised in the Demand Letter seriously and is conducting a thorough, diligent, and good-faith internal review of the matters raised therein. However, the scope and complexity of the allegations — which span seven (7) Verimark-branded hotel and resort properties across the Tampa Bay, Orlando, and South Florida markets, encompass multiple distinct categories of wage-and-hour claims, involve numerous job classifications and pay structures, and implicate payroll and timekeeping data covering a period of more than three years — require substantial additional time for VHG and its counsel to complete a comprehensive and meaningful review. This review necessarily involves the retrieval, compilation, and analysis of voluminous electronic timekeeping records, payroll data, and related documentation from VHG's third-party payroll vendor, Luminos Payroll Solutions Inc., as well as a property-by-property review of applicable policies, procedures, employee handbooks, tip-pool arrangements, exemption classifications, and meal-break protocols. VHG must also conduct interviews of relevant management personnel at each of the affected properties and coordinate with its human resources and compliance functions.
Given the foregoing, we respectfully and formally request that Garza, Linden & Okafor LLP agree to an extension of the response deadline from February 28, 2026 to April 30, 2026, to allow VHG and its counsel sufficient time to complete this review and provide your firm with a substantive and informed response to the allegations and demands set forth in the Demand Letter. We wish to emphasize that this request for an extension is made entirely in good faith and reflects VHG's genuine commitment to addressing the allegations promptly and substantively. This request should not be construed as a delay tactic, a litigation strategy, or an indication that VHG does not take the allegations seriously. To the contrary, VHG believes that a thorough and considered response will serve the interests of both parties and facilitate a more productive dialogue going forward. We respectfully request Mr. Garza's written confirmation of the requested extension at his earliest convenience, and we remain available to discuss the timing and parameters of the extension by telephone or in person if that would be helpful.
Additionally, we wish to convey that VHG is open to engaging in good-faith discussions with you and your colleagues at Garza, Linden & Okafor LLP regarding the allegations raised in the Demand Letter, including any potential for pre-litigation resolution of the matters at issue, once VHG's internal review has advanced to a stage that permits meaningful and informed dialogue. VHG would also welcome a mutual exchange of relevant factual information with your firm, should both parties agree that such an exchange would be productive and constructive, subject to the execution of appropriate confidentiality protections and without waiver of any applicable privilege. We believe that open and candid communication between counsel may serve to narrow the issues, reduce the costs and burdens of any potential litigation, and promote a fair and efficient resolution. However, we wish to be clear that this expression of willingness to communicate and engage in discussions should not be construed in any way as an admission of liability, an acknowledgment of the merit of any allegation or claim, a waiver of any defense, or a commitment to settle on any particular terms or at any particular amount.
Finally, as noted above, we respectfully direct that all further communications regarding this matter — including, without limitation, any demand letters, settlement communications, pre-litigation correspondence, litigation hold notices, complaints, motions, or other filings — be addressed solely and exclusively to the undersigned at the following address and contact information:
Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3400 Miami, Florida 33131 Telephone: (305) 814-7218 Facsimile: (305) 814-7201
Email: bcrawford@calderwoodharkness.com
Please do not direct any further communications regarding this matter to any officer, director, employee, or agent of VHG directly. Any such communications should be directed to this firm, which has been duly authorized to receive them on VHG's behalf.
We look forward to your prompt response regarding the requested extension of the response deadline.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford Partner, Labor & Employment 100 Southeast Second Street, Suite 3400 Miami, Florida 33131 Telephone: (305) 814-7218
Email: bcrawford@calderwoodharkness.com
cc: Devin K. Arroyo, General Counsel, Verimark Hospitality Group Inc.
cc: Renata Vasquez, Associate, Calderwood & Harkness LLP
DRAFT — FOR CLIENT REVIEW — DO NOT TRANSMIT WITHOUT CLIENT APPROVAL
ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL
Matter Reference: 1021-00005
CALDERWOOD & HARKNESS LLP INTERNAL MEMORANDUM — PRIVILEGED AND CONFIDENTIAL
Dear Devin:
Please find attached, for your review and comment, a draft of our proposed response letter to the January 14, 2026 demand letter from Garza, Linden & Okafor LLP ("GLO"), sent on behalf of Daniela M. Serrano and a putative class of current and former hourly employees at VHG's Florida properties. The draft has been prepared for your review and is not intended for transmission to opposing counsel until you have had a full opportunity to review, comment upon, and approve the final version.
I want to flag the following items for your particular attention:
1. Response Deadline. The GLO demand letter establishes a response deadline of February 28, 2026. Given the complexity of the allegations and the volume of records and policies that need to be reviewed across seven properties, I do not believe we can provide a meaningful substantive response by that date. The draft accordingly includes a formal request for an extension of the deadline to April 30, 2026. Please confirm that VHG is comfortable with this proposed extended timeline, or advise if you would prefer a different date. I would urge prompt review of the draft so that we can transmit the response and extension request well in advance of the February 28 deadline.
2. Willingness to Engage in Pre-Litigation Dialogue. The draft includes a paragraph expressing VHG's openness to engaging in good-faith discussions with GLO regarding the allegations, including the potential for pre-litigation resolution, once our internal review has advanced sufficiently. This language is carefully drafted to avoid any implication of an admission of liability or acknowledgment of the merit of the claims. However, I want to confirm that VHG is comfortable with this expression of willingness to communicate. If the board or senior management has any reservations about signaling openness to settlement discussions at this stage, please let me know and we can revise or remove this section.
3. No Admissions; Full Reservation of Rights. Please note that the draft does not admit any of the allegations raised in the GLO demand letter. The letter expressly reserves all of VHG's rights, defenses, and counterclaims, including good-faith defenses under 29 U.S.C. §§ 259 and 260, statutes of limitations defenses, challenges to collective/class certification, and all defenses related to the administrative exemption and tip-credit provisions. The non-admission language is carried throughout the letter.
4. Direction of Communications. The draft directs GLO to address all future communications solely to me at Calderwood & Harkness and not to VHG's officers or employees directly. Please ensure that if anyone at VHG receives any direct communication from GLO or Ms. Serrano, it is forwarded to me immediately without response.
5. Internal Review and Data Collection. As noted in the draft, we will need to coordinate with Luminos Payroll Solutions to retrieve and analyze timekeeping and payroll data. I would appreciate your assistance in facilitating an introduction to your contact at Luminos so that we can begin the data-retrieval process promptly. Renata Vasquez on our team will be the primary point of contact for the data-collection workstream.
I am available to discuss the draft by telephone at your convenience. Please provide your comments, revisions, and final approval as soon as practicable so that we can finalize and transmit the response in advance of the February 28 deadline.
Thank you for your confidence in this firm. We will keep you closely informed as this matter develops.
Best regards,
Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP (305) 814-7218 bcrawford@calderwoodharkness.com
ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL — WORK PRODUCT
This memorandum and any attachments are protected by the attorney-client privilege and the work-product doctrine. They are intended solely for the use of the addressee. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify the sender immediately.
Matter Reference: 1021-00005
| TO: | Devin K. Arroyo, General Counsel, Verimark Hospitality Group Inc. |
| FROM: | Bernard Crawford, Partner, Calderwood & Harkness LLP |
| DATE: | February __, 2026 |
| RE: | Draft Response to GLO Demand Letter — 1021-00005 |
| PRIVILEGE: | Attorney-Client Privileged and Confidential — Work Product |