1021-00005 · Verimark Hospitality Group · Preservation

draft-litigation-hold-notice.docx DOCUMENT Finance & Banking

32 / 35 ← → ✕

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

LITIGATION HOLD NOTICE — DOCUMENT PRESERVATION DIRECTIVE

Date: ______, 2026

Calderwood & Harkness LLP Matter No. 1021-00005

Prepared by: Calderwood & Harkness LLP, 100 Southeast Second Street, Suite 3400, Miami, FL 33131, on behalf of Verimark Hospitality Group Inc.

From: Devin K. Arroyo, General Counsel, Verimark Hospitality Group Inc.

To: All Identified Custodians (as listed in the Custodian Identification Memorandum and in Section 9 of this Notice)

Re: Litigation Hold — Preservation of Documents and Electronically Stored Information Related to Wage-and-Hour Practices at Verimark-Branded Properties

Matter Reference: Calderwood & Harkness LLP Matter No. 1021-00005

Right-click to update Table of Contents

Section 1: Purpose of This Notice

This Litigation Hold Notice is issued by the Office of the General Counsel of Verimark Hospitality Group Inc. ("Verimark," "VHG," or the "Company") to inform you of your obligation to immediately preserve all documents and electronically stored information ("ESI") that may be relevant to anticipated litigation. Your compliance with this Notice is mandatory. Please read it carefully and in its entirety.

On January 14, 2026, the law firm of Garza, Linden & Okafor LLP transmitted a demand letter on behalf of a former hourly, non-exempt employee, Daniela M. Serrano, and a putative class and collective of current and former hourly, non-exempt employees of Verimark. The demand letter asserts claims arising from Verimark's wage-and-hour practices at seven Verimark-branded hotel and resort properties located in the Tampa Bay, Orlando, and South Florida markets. The demand letter threatens litigation, including, without limitation, a collective action under the Fair Labor Standards Act, 29 U.S.C. §§ 201–219 (the "FLSA"), as well as claims arising under the Florida Constitution's minimum-wage provisions, specifically Article X, Section 24. The demand letter further asserts potential state-law claims relating to timekeeping, meal-break, and employee-classification practices.

VHG's General Counsel, Devin K. Arroyo, received the demand letter on January 16, 2026. Recognizing the Company's immediate duty to preserve potentially relevant evidence, VHG issued an internal litigation-hold memorandum on January 17, 2026, directing all relevant personnel to suspend any routine document destruction or data-deletion activities pending further guidance. This Notice supplements and formalizes that internal hold and has been prepared with the assistance of VHG's outside counsel, Calderwood & Harkness LLP, which has been retained to represent VHG in connection with the anticipated litigation.

The purpose of this Notice is to ensure the preservation of all documents and ESI that may be relevant to the allegations set forth in the demand letter and to any resulting litigation, investigation, or regulatory proceeding. Specifically, this Notice is intended to:

1. Inform you that VHG reasonably anticipates litigation arising from the claims described herein;

2. Identify the categories of documents and ESI that must be preserved;

3. Define the time period and subject matter scope of the preservation obligation;

4. Describe your individual obligations as a custodian of potentially relevant information; and

5. Provide you with points of contact for questions regarding the hold.

Compliance with this Notice is mandatory. Failure to comply with the preservation obligations described herein may result in severe legal consequences for VHG, including, but not limited to, court-imposed sanctions, adverse inference instructions, spoliation findings, and monetary penalties. In addition, individual employees who fail to comply with this Notice may be subject to disciplinary action up to and including termination of employment, consistent with applicable Company policies and procedures. The Company takes its preservation obligations with the utmost seriousness, and it expects every custodian to do the same.

Section 2: Scope of the Litigation Hold — Subject Matter

The allegations set forth in the demand letter from Garza, Linden & Okafor LLP encompass five distinct categories of potential wage-and-hour violations across seven Verimark-branded hotel and resort properties in the Tampa Bay, Orlando, and South Florida markets. Each of these categories implicates different types of documents, data, and communications that must be preserved. The five categories of claims requiring preservation are described below.

2.1 Overtime Compensation

The demand letter alleges that VHG has failed to pay overtime compensation at the rate of one-and-one-half times the regular rate of pay for all hours worked in excess of forty (40) hours per workweek, in violation of 29 U.S.C. § 207(a). The allegations suggest that certain scheduling, timekeeping, and payroll practices have resulted in the systematic undercompensation of overtime hours for hourly, non-exempt employees at the subject properties. All documents and ESI relating to overtime calculations, overtime authorization, overtime pay, overtime scheduling, and any employee complaints or disputes regarding overtime compensation must be preserved.

2.2 Automatic Meal-Break Deductions

The demand letter alleges that VHG has implemented an illegal automatic deduction of thirty (30) minutes per shift for meal breaks through the Company's timekeeping system, Luminos TimeTrack. Specifically, the demand letter identifies the Luminos TimeTrack auto-deduction rule designated as AR-MEAL-030, which automatically deducts thirty minutes of compensable time for any shift of six or more hours, regardless of whether the employee actually received a bona fide, uninterrupted meal period. The demand letter alleges that employees were frequently required to remain on-call during meal periods and were called upon to perform duties during those periods, thereby rendering the automatic deduction improper. All documents and ESI relating to the configuration, implementation, modification, and administration of auto-deduction rule AR-MEAL-030 — as well as any exception logs, correction records, employee complaints, or management communications regarding meal-break interruptions — must be preserved.

2.3 Pre-Shift and Post-Shift Off-the-Clock Work

The demand letter alleges that VHG has failed to compensate hourly, non-exempt employees for pre-shift and post-shift activities that are integral and indispensable to the employees' principal work activities. These allegedly uncompensated activities include, but are not limited to, donning and doffing required uniforms, booting up computer systems at workstations, conducting shift-handover briefings with incoming or outgoing personnel, and performing other preparatory or closing tasks. The demand letter estimates that employees are required to spend approximately fifteen (15) to twenty-five (25) minutes per shift on such activities without compensation. All documents and ESI relating to pre-shift and post-shift work requirements, uniform policies, computer boot-up procedures, shift-handover protocols, and any communications or complaints regarding off-the-clock work must be preserved.

2.4 Tipped-Employee Minimum Wage

The demand letter alleges that VHG has failed to pay the Florida minimum wage for tipped employees in compliance with Article X, Section 24 of the Florida Constitution. As of September 30, 2025, the Florida minimum wage is $14.00 per hour, with a tip credit of $3.02 per hour, resulting in a tipped minimum wage of $10.98 per hour. The demand letter alleges that certain front-desk associates and concierge staff at VHG properties have been classified as tipped employees and have participated in tip pools, but that VHG has failed to satisfy the requirements for claiming the tip credit, including providing adequate notice to employees and ensuring that tip-pool participants are properly eligible to participate. All documents and ESI relating to tip-credit notices, tip-pool policies, tip-pool distributions, tip-reporting procedures, and the classification of employees as tipped or non-tipped must be preserved.

2.5 Misclassification of Exempt Employees

The demand letter alleges that VHG has willfully misclassified certain "lead" and "senior" level hourly roles as exempt from the overtime requirements of the FLSA under the administrative exemption, 29 U.S.C. § 213(a)(1), and the corresponding regulations at 29 C.F.R. Part 541. The demand letter contends that these employees do not satisfy the duties test for the administrative exemption because their primary duties do not consist of the performance of office or non-manual work directly related to the management or general business operations of VHG or its customers, and that they do not exercise discretion and independent judgment with respect to matters of significance. All documents and ESI relating to the classification of employees as exempt or non-exempt — including job descriptions, duties analyses, classification reviews, salary records, and any communications regarding classification decisions — must be preserved.

Section 3: Preservation Period

All documents and ESI within the scope of this Litigation Hold must be preserved from January 1, 2021 through the present and continuing until further notice.

This date range has been established to reflect the longest potentially applicable statute of limitations. The five-year limitations period under Florida Statutes § 95.11(2)(b) for claims arising under the Florida Constitution's minimum-wage provisions (Art. X, § 24) provides the broadest lookback window. Measured from the January 14, 2026 demand letter date, this five-year period reaches back to approximately January 14, 2021. For purposes of preservation, VHG and outside counsel have elected to use January 1, 2021 as the beginning of the preservation period to provide a reasonable margin and to align with a calendar boundary for ease of identification and collection.

The following additional limitations periods also inform the preservation scope:

• FLSA three-year lookback (willful violations): January 14, 2023 to present — Under 29 U.S.C. § 255(a), the statute of limitations for willful violations of the FLSA is three years. Because the demand letter alleges willful violations, this period must be covered.

• FLSA two-year lookback (non-willful violations): January 14, 2024 to present — Under 29 U.S.C. § 255(a), the statute of limitations for non-willful violations of the FLSA is two years.

Because VHG has a legal obligation to preserve evidence that may be relevant under any potentially applicable limitations period, the broadest date range — January 1, 2021 through the present — controls for preservation purposes. You must preserve all responsive documents and ESI created, sent, received, modified, or stored during this entire period, regardless of which specific claim or limitations period may ultimately apply.

This Litigation Hold remains in effect until you receive written notice from the General Counsel or from outside counsel at Calderwood & Harkness LLP that the hold has been lifted or modified. Do not assume that the hold has expired based on the passage of time, the resolution of any particular claim, or any other circumstance. If you have any question about whether the hold remains in effect, contact the General Counsel immediately.

Section 4: Properties Covered

This Litigation Hold applies to documents and ESI related to the following seven Verimark-branded hotel and resort properties, all of which are specifically identified in the demand letter from Garza, Linden & Okafor LLP:

With respect to Property No. 3 (Verimark Shores Clearwater), please note that this property is owned by Palomar Realty Partners LLC and is managed by VHG pursuant to the Hotel Management Agreement dated June 1, 2021, reference number HMA-2021-0601-PC. Notwithstanding the third-party ownership structure, VHG exercises management authority over the property's operations, including human resources, payroll, scheduling, and timekeeping functions. Documents and ESI relating to this property are fully within the scope of this hold.

In addition to property-level documents, this Litigation Hold applies to all corporate-level documents, data, and communications maintained at VHG headquarters, located at 2400 Bayshore Boulevard, Suite 1100, Tampa, FL 33629, that relate to wage-and-hour practices, policies, procedures, or compliance at any of the seven properties identified above. This includes, without limitation, documents maintained by the Human Resources, Payroll, Legal, Finance, and Information Technology departments at the corporate level, to the extent such documents fall within the subject-matter scope of this hold.

Finally, if you have possession, custody, or control of potentially relevant documents relating to VHG properties other than the seven specifically identified above — for example, because of Company-wide policy implementation, system-wide payroll practices, or cross-property communications — you must preserve those documents as well and promptly notify the General Counsel of their existence so that the scope of the hold can be evaluated.

Section 5: Categories of Documents and ESI to Be Preserved

The following categories describe the types of documents and ESI that must be preserved under this Litigation Hold. These categories are intended to be illustrative, not exhaustive. If you possess or control documents or ESI that you believe may be relevant to the subject matter of this hold but that do not fall neatly within any of the categories listed below, you must preserve those documents and contact the General Counsel for guidance.

5.1 Timekeeping and Attendance Records

You must preserve all timekeeping and attendance records, in any format, relating to hourly, non-exempt employees at the seven identified properties during the preservation period. This includes, but is not limited to:

(a) All time-punch records, clock-in/clock-out data, and shift records generated by or maintained within the Luminos TimeTrack system under VHG account ID LTT-VHG-2022-0041, including raw punch data, calculated hours, and any system-generated reports;

(b) All Luminos TimeTrack auto-deduction configuration records, including the settings, parameters, and implementation history of rule AR-MEAL-030 (the 30-minute automatic deduction for meal breaks applicable to shifts of six or more hours), any modifications, updates, or revisions to such rules at any time during the preservation period, and any exception logs, error logs, or correction logs generated in connection with the auto-deduction feature;

(c) All manual time corrections, overrides, and adjustment records, whether made by supervisors, managers, payroll administrators, or employees, including the identity of the individual who made the correction, the date and time of the correction, the original time entry, the corrected time entry, and any reason or justification recorded for the correction;

(d) All time-rounding policy settings and configuration records within the Luminos TimeTrack system or any predecessor timekeeping system, including rounding rules, rounding intervals, and any analyses or reports regarding the impact of time rounding on employee compensation; and

(e) Any pre-Luminos timekeeping records maintained internally by VHG for the period prior to January 1, 2022 (i.e., before the migration to the Luminos TimeTrack platform), including data from any legacy timekeeping systems, spreadsheets, or manual records that captured employee hours worked at the subject properties.

5.2 Payroll Records

You must preserve all payroll records relating to hourly, non-exempt employees at the seven identified properties during the preservation period. This includes, but is not limited to:

(a) Payroll registers and payroll summaries, both property-level and Company-wide, reflecting gross pay, net pay, deductions, overtime pay, and hours worked for each pay period;

(b) Individual pay stubs and wage statements issued to hourly, non-exempt employees;

(c) Overtime calculations and overtime pay records, including any documentation reflecting how the regular rate of pay was determined for overtime calculation purposes;

(d) Records of tip credits applied against the minimum wage for tipped employees, tip-pool distributions, and tip-reporting data, including any tip credit notices provided to employees and any records of employee acknowledgment of tip credit practices;

(e) Records of any payroll adjustments, corrections, or back-pay payments made during the preservation period, including the reason for the adjustment, the affected employees, and the amounts involved; and

(f) Any payroll tax records, wage reports, or filings that reflect hours worked, wages paid, or overtime compensation for hourly, non-exempt employees at the subject properties.

5.3 Scheduling Records

You must preserve all scheduling records relating to hourly, non-exempt employees at the seven identified properties during the preservation period. This includes, but is not limited to:

(a) Employee work schedules, both as published in advance and as actually worked, shift assignments, shift-swap records, and records of schedule changes;

(b) Records of pre-shift and post-shift activities, including any documented start-of-shift or end-of-shift procedures such as computer boot-up logs, system login/logout records, shift-handover logs, shift-handover checklists, and uniform distribution or collection records; and

(c) Any scheduling software data, reports, or exports, including data from any scheduling module within the Luminos TimeTrack system or any standalone scheduling platform used at the properties.

5.4 Employee Handbooks and HR Policy Documents

You must preserve all employee handbooks, human resources policy documents, and related materials applicable to employees at the seven identified properties during the preservation period. This includes, but is not limited to:

(a) All versions of the VHG Employee Handbook, including the current version (Version 7.2, effective January 1, 2025) and all prior versions in effect at any time from January 1, 2021 forward, along with any drafts, redlines, or revision histories;

(b) Meal-break policies, including policies governing the duration, timing, and conditions of meal breaks, whether employees may be required to remain on-call during meal breaks, and the procedures for reporting missed or interrupted meal breaks;

(c) Overtime authorization and overtime calculation policies, including any policies governing supervisor approval of overtime, overtime caps, and the methodology for calculating the regular rate of pay;

(d) Uniform and dress-code policies, including any policies governing the donning and doffing of required uniforms, the time at which employees are expected to be in uniform, and whether donning/doffing time is treated as compensable;

(e) Tip-pool policies, tip-credit notices, and tip-reporting procedures, including any documents provided to employees regarding their rights under federal and state tip-credit laws; and

(f) Time and attendance policies, including policies governing clock-in and clock-out procedures, time-rounding, time-correction requests, and consequences for timekeeping violations.

5.5 Job Descriptions and Classification Records

You must preserve all job descriptions and employee classification records relating to positions at the seven identified properties during the preservation period. This includes, but is not limited to:

(a) Job descriptions for all hourly, non-exempt positions at the seven properties, including all versions of such job descriptions in effect during the preservation period;

(b) Job descriptions for all positions classified as exempt from the overtime requirements of the FLSA under the administrative exemption (or any other exemption), with particular attention to "lead" and "senior" level roles, including Lead Front Desk Associate, Senior Housekeeping Coordinator, Lead Banquet Server, Senior Guest Services Agent, and any similar titles;

(c) Records documenting the basis for the determination that specific positions or employees qualify as exempt versus non-exempt, including any legal analyses, memoranda, checklists, or compliance assessments prepared by internal or external counsel, HR personnel, or outside consultants; and

(d) Records of any reclassification reviews, reclassification analyses, or reclassification actions taken during the preservation period, including the positions affected, the dates of reclassification, and the reasons for the change.

5.6 Internal Audits and Compliance Reviews

You must preserve all internal audit reports, compliance reviews, and self-assessments relating to wage-and-hour practices at the seven identified properties or at the corporate level. This includes, but is not limited to:

(a) Internal audit reports, compliance reviews, or self-assessments relating to overtime compliance, meal-break practices, timekeeping accuracy, FLSA classification, tip-credit compliance, or any other wage-and-hour topic within the scope of this hold;

(b) Any correspondence, reports, workpapers, or communications from Hargrove Kessler & Co. LLP (VHG's independent auditors) relating to payroll practices, labor-cost analyses, internal controls over payroll, or any audit findings bearing on wage-and-hour compliance; and

(c) Any reports, findings, or recommendations from external consultants, human resources advisors, or compliance specialists engaged by VHG to review or evaluate wage-and-hour practices during the preservation period.

5.7 Communications. You must preserve all communications — in any medium and in any format — that relate to any of the subject-matter categories described in this Litigation Hold. This preservation obligation encompasses all emails, text messages (including SMS, MMS, and messages sent via applications such as Westmark Software and Meridian Services Inc.), instant messages, voicemails, video messages, and other electronic communications, including communications sent or received via any internal messaging platform (such as Meridian Solutions, Northgate Data Systems, or any other collaboration tool used by VHG). Specifically, you must preserve all communications relating to:

(a) Overtime practices, overtime authorization, overtime disputes, or overtime calculations;

(b) Meal-break policies, meal-break deductions, meal-period scheduling, or employee complaints about meal-period interruptions or the inability to take uninterrupted meal breaks;

(c) Pre-shift or post-shift work requirements, including donning and doffing, computer boot-up, shift-handover procedures, or any other activities performed before or after an employee's scheduled shift;

(d) Tip pools, tip credits, tip-pool eligibility, tip-pool distributions, or tipped-employee pay practices;

(e) Employee classification, including discussions or analyses regarding whether specific positions or employees should be classified as exempt or non-exempt under the FLSA;

(f) Timekeeping practices, time-punch corrections, Luminos TimeTrack system administration, auto-deduction configurations, or time-rounding policies;

(g) Employee complaints about pay, hours worked, working conditions, or any aspect of wage-and-hour practices, including complaints made to supervisors, managers, HR personnel, or through any internal complaint or reporting mechanism;

(h) The demand letter received from Garza, Linden & Okafor LLP dated January 14, 2026, or any communications regarding the claimant, Daniela M. Serrano (Employee ID: VHG-EMP-20220314-5587), including communications predating the demand letter that relate to Ms. Serrano's employment, performance, compensation, scheduling, or separation from VHG; and

(i) Any communications with regulatory agencies, government investigators, or other third parties regarding VHG's wage-and-hour practices at any of the seven identified properties.

5.8 Personnel and Employment Records

You must preserve all personnel files and employment records for hourly, non-exempt employees at the seven identified properties during the preservation period, to the extent such records fall within the subject-matter scope of this hold. This includes, but is not limited to:

(a) Personnel files, including hire documentation (offer letters, employment applications, onboarding records), separation documentation (resignation letters, termination notices, exit interviews), disciplinary records, performance reviews, and any other documents that reference scheduling, hours, overtime, pay, or working conditions;

(b) Employee acknowledgment forms, including signed acknowledgments of receipt of the Employee Handbook, tip-credit notices, overtime policies, or any other wage-and-hour-related policy; and

(c) All records specifically pertaining to the claimant, Daniela M. Serrano. Ms. Serrano was hired on March 14, 2022 as a Front Desk Associate at the Verimark Regency Tampa property and separated from VHG on August 22, 2025. Her Employee ID is VHG-EMP-20220314-5587. All records relating to Ms. Serrano's employment, including her personnel file, timekeeping records, payroll records, scheduling records, performance reviews, disciplinary records, communications with or regarding Ms. Serrano, and any records relating to her separation from VHG, must be preserved in their entirety.

5.9 Contracts and Agreements

You must preserve all contracts, agreements, and related documents that bear on VHG's obligations with respect to employee compensation, timekeeping, payroll, or staffing at the seven identified properties. This includes, but is not limited to:

(a) The Hotel Management Agreement between VHG and Palomar Realty Partners LLC, reference number HMA-2021-0601-PC, dated June 1, 2021, governing VHG's management of the Verimark Shores Clearwater property, including all amendments, addenda, schedules, and exhibits thereto;

(b) The service agreement between VHG and Luminos Payroll Solutions Inc. governing the provision of payroll processing, timekeeping, and workforce management services to VHG, including all amendments, statements of work, service-level agreements, and data-processing agreements;

(c) Any staffing agency agreements, temporary labor contracts, or subcontracts applicable to hourly workers at the seven identified properties, including agreements with any temporary staffing agencies, labor brokers, or workforce management companies; and

(d) Any employment agreements, offer letters, or compensation agreements for employees at the seven identified properties that address wage rates, overtime entitlement, tip-pool participation, or classification status.

5.10 Physical Documents and Other Tangible Materials

In addition to ESI, you must preserve all physical documents, hard-copy records, and other tangible materials within the scope of this hold. This includes, but is not limited to:

(a) Hard-copy time sheets, sign-in/sign-out logs, or attendance sheets maintained at any of the seven identified properties;

(b) Handwritten notes, memoranda, or logs maintained by managers, supervisors, department heads, or any other personnel regarding scheduling, overtime, meal breaks, time corrections, or employee complaints about pay or hours;

(c) Bulletin-board postings, break-room notices, printed policy communications, or any other posted materials related to wages, hours, meal breaks, tip pools, overtime, or working conditions at any of the seven identified properties; and

(d) Physical personnel files, to the extent they have not been digitized and stored electronically, including all documents described in Section 5.8 above.

You must not discard, recycle, shred, or otherwise destroy any physical document within the scope of this hold. If you are uncertain whether a physical document falls within the scope of this hold, err on the side of preservation and contact the General Counsel for guidance.

Section 6: Your Obligations as a Custodian

As an identified custodian under this Litigation Hold, you have the following specific obligations:

Suspend All Routine Destruction. You must immediately suspend any automatic or manual document-destruction, deletion, or recycling process that could affect documents or ESI within the scope of this hold. This includes, without limitation, email auto-purge settings (such as rules that automatically delete emails after a specified period), document retention schedules, records-disposal protocols, shredding schedules, and any other routine processes by which documents or data are destroyed or removed in the ordinary course of business. If you are unsure how to suspend an automatic deletion process, contact Malik P. Jefferson, Corporate IT Administrator, for assistance.

Preserve in Place. You must not delete, discard, overwrite, modify, edit, or alter in any way any document or ESI within the scope of this hold. This obligation applies regardless of where the document or ESI is stored, including on Company servers, Company-issued laptops, Company-issued desktops, Company-issued mobile devices, personal devices used for work, cloud storage services (including, but not limited to, Hollowell Health IT, Larkspur Technologies, Cobalt Ridge Systems, and Meridian Systems), USB drives, external hard drives, paper files, or any other storage medium. Documents must be preserved in their native format, including all metadata.

Identify and Segregate. If you become aware of potentially relevant documents or ESI that may be at risk of loss, destruction, or alteration — whether due to technical issues, storage limitations, impending data migrations, or any other cause — you must take immediate steps to segregate those documents and notify the General Counsel or outside counsel without delay.

Personal Devices. If you have used any personal device — including, but not limited to, a personal smartphone, tablet, personal email account, or personal computer — for work-related communications or to store work-related documents that fall within the scope of this hold, those documents and communications must also be preserved. You must not delete text messages, emails, instant messages, voicemails, photographs, or any other data from your personal device that may be relevant to this hold. Contact the General Counsel for guidance on how to preserve data on personal devices without compromising your personal privacy to the extent possible.

Departing Employees. If you become aware that any employee who may possess relevant documents or ESI is expected to depart VHG — whether through resignation, termination, retirement, or any other form of separation — you must immediately notify the General Counsel so that appropriate steps can be taken to preserve that employee's documents and ESI before departure. This obligation applies regardless of whether the departing employee is a named custodian under this hold.

Ongoing Obligation. This Litigation Hold is a continuing obligation. It applies not only to documents and ESI that you currently possess, but also to any relevant documents or ESI that you create, send, receive, or come to possess in the future, until such time as you receive written notice from the General Counsel or outside counsel that the hold has been lifted. You must remain vigilant in your preservation efforts throughout the duration of this hold and must apply the preservation criteria described herein to all documents and ESI on an ongoing basis.

Section 7: What You Should NOT Do

The following actions are strictly prohibited for the duration of this Litigation Hold:

Do not delete or destroy. Do not delete, discard, destroy, shred, recycle, or otherwise dispose of any document, email, file, record, or data that falls within the categories described in this Notice, regardless of whether you believe the document is duplicative, unimportant, outdated, or irrelevant. You are not in a position to make relevance determinations — that determination will be made by the General Counsel and outside counsel.

Do not "clean up" files. Do not "clean up" your files, reorganize folders in a manner that could cause data loss or alteration of metadata, rename files in ways that could obscure their content or creation dates, or migrate data from one storage location to another without first consulting Malik P. Jefferson, Corporate IT Administrator, and the General Counsel. Even well-intentioned efforts to organize files can result in the loss of data or metadata that may be critical to the litigation.

Do not discuss externally. Do not discuss the substance of this Litigation Hold, the anticipated litigation, the demand letter, the claimant, or any related matters with anyone outside VHG, including, without limitation, the claimant (Daniela M. Serrano), the claimant's counsel (Garza, Linden & Okafor LLP), any member of the media, any external business partner, any vendor, any guest, or any other external party. If you are contacted by anyone outside VHG regarding the matters described in this Notice, do not respond and immediately notify the General Counsel. All external communications regarding this matter must be authorized by the General Counsel.

Do not make independent relevance determinations. Do not attempt to determine on your own whether a particular document is or is not relevant to this hold. The scope of relevance in litigation is broad, and documents that may appear unrelated or insignificant to you may be highly relevant in the context of the legal claims at issue. When in doubt, preserve the document and contact the General Counsel for guidance.

Section 8: Coordination with IT and Luminos Payroll Solutions Inc.

VHG is implementing technical preservation measures at the enterprise level to supplement the individual custodian obligations described in this Notice. Specifically:

Internal IT Coordination. VHG's Corporate IT Administrator, Malik P. Jefferson, is coordinating directly with Calderwood & Harkness LLP to implement the following technical preservation measures:

(a) Suspension of any automatic email-deletion or data-purge schedules on all relevant servers, mailboxes, and shared drives associated with identified custodians and the seven identified properties;

(b) Preservation of backup tapes, server images, and archived data that contain information relevant to the hold period, including any offsite or cloud-based backups;

(c) Identification and forensic imaging of relevant data sources, including email servers, file servers, shared network drives, and database systems; and

(d) Coordination with property-level IT personnel to ensure that local data sources at each of the seven properties are identified and preserved.

Luminos Payroll Solutions Inc. A separate data preservation request has been sent to Luminos Payroll Solutions Inc. ("Luminos"), VHG's third-party timekeeping and payroll services provider. The preservation request has been directed to Shannon D. Prewitt, Senior Account Manager, at Luminos. The request directs Luminos to preserve all data maintained in VHG's Luminos TimeTrack account (account ID: LTT-VHG-2022-0041), including, without limitation:

(a) All time-punch records, clock-in/clock-out data, and shift records;

(b) All auto-deduction configurations, including the configuration history for rule AR-MEAL-030;

(d) All system-audit logs, change logs, and administrative access logs; and

(e) All data from January 1, 2022 (the approximate date of VHG's migration to the Luminos platform) through the present.

Your Role Regarding Luminos Data. You do not need to take separate action regarding the preservation of data maintained by Luminos in the centralized Luminos TimeTrack system. However, if you are aware of any locally stored exports, downloads, screenshots, or copies of Luminos data — for example, payroll reports downloaded to your desktop, time-punch summaries exported to spreadsheets, or configuration settings documented in emails — you must preserve those local copies in accordance with this Notice. Such local copies may contain annotations, modifications, or contextual information not present in the centralized Luminos system and may therefore have independent evidentiary value.

Section 9: Identified Custodians

This Litigation Hold Notice is being distributed to the following twenty-three (23) custodians, who have been identified, in consultation with outside counsel, as individuals who are likely to possess, control, or have access to documents and ESI within the scope of this hold.

Corporate-Level Custodians.

Property-Level HR Managers (7)

Property-Level General Managers (7)

Department Heads (5)

The custodian list above has been prepared based on information currently available. If you believe that additional individuals — including current or former employees, managers, supervisors, or other personnel — may possess relevant documents or ESI not already identified and subject to this hold, please promptly notify the General Counsel so that the custodian list can be supplemented as appropriate. It is essential that VHG capture all potentially relevant information, and your cooperation in identifying additional custodians is critical.

Section 10: Questions and Contacts

If you have any questions about this Litigation Hold Notice, your preservation obligations, the scope of the hold, or whether a particular document, data source, or communication falls within the categories described herein, you should contact one of the following individuals:

Internal Contacts. Devin K. Arroyo General Counsel, Verimark Hospitality Group Inc. 2400 Bayshore Boulevard, Suite 1100 Tampa, FL 33629 Telephone: (813) _-__ Email: darroyo@verimarkhotels.com

Carla S. Whitfield Vice President, Human Resources 2400 Bayshore Boulevard, Suite 1100 Tampa, FL 33629 Telephone: (813) _-__

Email: cwhitfield@verimarkhotels.com

Malik P. Jefferson (for technical and IT-related questions) Corporate IT Administrator 2400 Bayshore Boulevard, Suite 1100 Tampa, FL 33629 Telephone: (813) _-__

Email: mjefferson@verimarkhotels.com

Outside Counsel. For questions regarding VHG's legal obligations under this Litigation Hold, you may also contact outside counsel:

Bernard Crawford Responsible Partner Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3400 Miami, FL 33131 Telephone: (305) _-__

Email: bcrawford@calderwoodharkness.com

Nadia Petrov Lead Associate Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3400 Miami, FL 33131 Telephone: (305) _-__

Email: npetrov@calderwoodharkness.com

Please do not hesitate to reach out with any questions, no matter how minor they may seem. It is far better to ask a question and receive guidance than to inadvertently fail to preserve a document that may be relevant.

Section 11: Acknowledgment and Certification

Each custodian who receives this Litigation Hold Notice is required to sign and return the Acknowledgment and Certification form below within five (5) business days of receipt of this Notice.

Completed and signed Acknowledgment and Certification forms should be returned to:

Devin K. Arroyo, General Counsel, Verimark Hospitality Group Inc., 2400 Bayshore Boulevard, Suite 1100, Tampa, FL 33629

Carla S. Whitfield, Vice President, Human Resources, at the same address.

If you are unable to return the signed form within five business days, contact the General Counsel immediately to arrange for an alternative deadline. Failure to return the Acknowledgment and Certification form does not relieve you of your preservation obligations under this Notice, which took effect upon your receipt of this Notice.

ACKNOWLEDGMENT AND CERTIFICATION — LITIGATION HOLD NOTICE

Verimark Hospitality Group Inc. Calderwood & Harkness LLP Matter No. 1021-00005

I, the undersigned, hereby certify the following:

(a) Receipt and Review. I have received and carefully reviewed the Litigation Hold Notice dated ______, 2026, relating to the preservation of documents and electronically stored information in connection with anticipated wage-and-hour litigation (Calderwood & Harkness LLP Matter No. 1021-00005).

(b) Understanding of Obligations. I understand my obligations as a custodian under this Litigation Hold Notice, including my obligation to immediately preserve all documents and ESI within the scope of the hold, to suspend any routine destruction or deletion processes, and to continue preserving responsive materials on an ongoing basis until notified in writing that the hold has been lifted.

(c) Commitment to Comply. I commit to comply fully with all directives set forth in the Litigation Hold Notice, and I understand that failure to do so may result in legal consequences for Verimark Hospitality Group Inc. and may subject me to disciplinary action.

(d) Identification of Data Sources. I have identified below the data sources, repositories, and document collections under my possession, custody, or control that may contain materials relevant to this Litigation Hold.

Data Sources Under My Control (list all relevant data sources, including but not limited to: local hard drives, shared network drives, email accounts, cloud storage, filing cabinets, personal devices used for work, and any other repositories of potentially relevant documents or ESI):

________________________________________

Custodian Printed Name: ________

Title: ________

Property / Department: ________

Signature: ________

Date: ________

Return this completed and signed form within five (5) business days to Devin K. Arroyo, General Counsel, or Carla S. Whitfield, VP, Human Resources, at 2400 Bayshore Boulevard, Suite 1100, Tampa, FL 33629.

Appendix A: Summary Checklist for Custodians

The following checklist is provided as a quick-reference summary of the key preservation actions required under this Litigation Hold Notice. This checklist does not substitute for the full Notice; please refer to the complete Notice for detailed instructions regarding each obligation.

LITIGATION HOLD — CUSTODIAN PRESERVATION CHECKLIST

Verimark Hospitality Group Inc. — Matter No. 1021-00005

• [ ] Suspend auto-delete and document-destruction protocols. Immediately disable any automatic email-purge rules, scheduled file deletions, shredding schedules, or other routine destruction processes that could affect documents or ESI within the scope of this hold. Contact Malik P. Jefferson (Corporate IT Administrator) if you need assistance with technical settings.

• [ ] Preserve all emails, messages, and electronic files in scope. Do not delete, discard, or modify any emails, text messages, instant messages, voicemails, electronic files, or other ESI that falls within the categories described in the Litigation Hold Notice. This applies to all storage locations, including Company servers, laptops, desktops, mobile devices, and cloud accounts.

• [ ] Preserve all hard-copy documents in scope. Do not shred, discard, recycle, or destroy any physical documents — including time sheets, sign-in logs, handwritten notes, printed policies, bulletin-board postings, and personnel files — that fall within the categories described in the Litigation Hold Notice.

• [ ] Do not modify, reorganize, or overwrite relevant files. Do not rename, move, reorganize, or overwrite any electronic files or folders that may contain relevant documents. Do not conduct any data migrations without first consulting IT and the General Counsel.

• [ ] Identify and secure personal-device work content. If you have used any personal device (smartphone, tablet, personal email, personal computer) for work-related communications or to store work-related documents within the scope of this hold, preserve all such content and contact the General Counsel for guidance.

• [ ] Notify General Counsel of any departing employees with relevant data. If you become aware that any employee who may possess relevant documents or ESI is planning to leave VHG, immediately notify the General Counsel so that preservation steps can be taken before the employee's departure.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
LITIGATION HOLD NOTICE — DOCUMENT PRESERVATION DIRECTIVE
Date: ______, 2026
Calderwood & Harkness LLP Matter No. 1021-00005
Prepared by: Calderwood & Harkness LLP, 100 Southeast Second Street, Suite 3400, Miami, FL 33131, on behalf of Verimark Hospitality Group Inc.
From: Devin K. Arroyo, General Counsel, Verimark Hospitality Group Inc.
To: All Identified Custodians (as listed in the Custodian Identification Memorandum and in Section 9 of this Notice)
Re: Litigation Hold — Preservation of Documents and Electronically Stored Information Related to Wage-and-Hour Practices at Verimark-Branded Properties
Matter Reference: Calderwood & Harkness LLP Matter No. 1021-00005
Right-click to update Table of Contents
Section 1: Purpose of This Notice
This Litigation Hold Notice is issued by the Office of the General Counsel of Verimark Hospitality Group Inc. ("Verimark," "VHG," or the "Company") to inform you of your obligation to immediately preserve all documents and electronically stored information ("ESI") that may be relevant to anticipated litigation. Your compliance with this Notice is mandatory. Please read it carefully and in its entirety.
On January 14, 2026, the law firm of Garza, Linden & Okafor LLP transmitted a demand letter on behalf of a former hourly, non-exempt employee, Daniela M. Serrano, and a putative class and collective of current and former hourly, non-exempt employees of Verimark. The demand letter asserts claims arising from Verimark's wage-and-hour practices at seven Verimark-branded hotel and resort properties located in the Tampa Bay, Orlando, and South Florida markets. The demand letter threatens litigation, including, without limitation, a collective action under the Fair Labor Standards Act, 29 U.S.C. §§ 201–219 (the "FLSA"), as well as claims arising under the Florida Constitution's minimum-wage provisions, specifically Article X, Section 24. The demand letter further asserts potential state-law claims relating to timekeeping, meal-break, and employee-classification practices.
VHG's General Counsel, Devin K. Arroyo, received the demand letter on January 16, 2026. Recognizing the Company's immediate duty to preserve potentially relevant evidence, VHG issued an internal litigation-hold memorandum on January 17, 2026, directing all relevant personnel to suspend any routine document destruction or data-deletion activities pending further guidance. This Notice supplements and formalizes that internal hold and has been prepared with the assistance of VHG's outside counsel, Calderwood & Harkness LLP, which has been retained to represent VHG in connection with the anticipated litigation.
The purpose of this Notice is to ensure the preservation of all documents and ESI that may be relevant to the allegations set forth in the demand letter and to any resulting litigation, investigation, or regulatory proceeding. Specifically, this Notice is intended to:
1.  Inform you that VHG reasonably anticipates litigation arising from the claims described herein;
2.  Identify the categories of documents and ESI that must be preserved;
3.  Define the time period and subject matter scope of the preservation obligation;
4.  Describe your individual obligations as a custodian of potentially relevant information; and
5.  Provide you with points of contact for questions regarding the hold.
Compliance with this Notice is mandatory. Failure to comply with the preservation obligations described herein may result in severe legal consequences for VHG, including, but not limited to, court-imposed sanctions, adverse inference instructions, spoliation findings, and monetary penalties. In addition, individual employees who fail to comply with this Notice may be subject to disciplinary action up to and including termination of employment, consistent with applicable Company policies and procedures. The Company takes its preservation obligations with the utmost seriousness, and it expects every custodian to do the same.
Section 2: Scope of the Litigation Hold — Subject Matter
The allegations set forth in the demand letter from Garza, Linden & Okafor LLP encompass five distinct categories of potential wage-and-hour violations across seven Verimark-branded hotel and resort properties in the Tampa Bay, Orlando, and South Florida markets. Each of these categories implicates different types of documents, data, and communications that must be preserved. The five categories of claims requiring preservation are described below.
2.1 Overtime Compensation
The demand letter alleges that VHG has failed to pay overtime compensation at the rate of one-and-one-half times the regular rate of pay for all hours worked in excess of forty (40) hours per workweek, in violation of 29 U.S.C. § 207(a). The allegations suggest that certain scheduling, timekeeping, and payroll practices have resulted in the systematic undercompensation of overtime hours for hourly, non-exempt employees at the subject properties. All documents and ESI relating to overtime calculations, overtime authorization, overtime pay, overtime scheduling, and any employee complaints or disputes regarding overtime compensation must be preserved.
2.2 Automatic Meal-Break Deductions
The demand letter alleges that VHG has implemented an illegal automatic deduction of thirty (30) minutes per shift for meal breaks through the Company's timekeeping system, Luminos TimeTrack. Specifically, the demand letter identifies the Luminos TimeTrack auto-deduction rule designated as AR-MEAL-030, which automatically deducts thirty minutes of compensable time for any shift of six or more hours, regardless of whether the employee actually received a bona fide, uninterrupted meal period. The demand letter alleges that employees were frequently required to remain on-call during meal periods and were called upon to perform duties during those periods, thereby rendering the automatic deduction improper. All documents and ESI relating to the configuration, implementation, modification, and administration of auto-deduction rule AR-MEAL-030 — as well as any exception logs, correction records, employee complaints, or management communications regarding meal-break interruptions — must be preserved.
2.3 Pre-Shift and Post-Shift Off-the-Clock Work
The demand letter alleges that VHG has failed to compensate hourly, non-exempt employees for pre-shift and post-shift activities that are integral and indispensable to the employees' principal work activities. These allegedly uncompensated activities include, but are not limited to, donning and doffing required uniforms, booting up computer systems at workstations, conducting shift-handover briefings with incoming or outgoing personnel, and performing other preparatory or closing tasks. The demand letter estimates that employees are required to spend approximately fifteen (15) to twenty-five (25) minutes per shift on such activities without compensation. All documents and ESI relating to pre-shift and post-shift work requirements, uniform policies, computer boot-up procedures, shift-handover protocols, and any communications or complaints regarding off-the-clock work must be preserved.
2.4 Tipped-Employee Minimum Wage
The demand letter alleges that VHG has failed to pay the Florida minimum wage for tipped employees in compliance with Article X, Section 24 of the Florida Constitution. As of September 30, 2025, the Florida minimum wage is $14.00 per hour, with a tip credit of $3.02 per hour, resulting in a tipped minimum wage of $10.98 per hour. The demand letter alleges that certain front-desk associates and concierge staff at VHG properties have been classified as tipped employees and have participated in tip pools, but that VHG has failed to satisfy the requirements for claiming the tip credit, including providing adequate notice to employees and ensuring that tip-pool participants are properly eligible to participate. All documents and ESI relating to tip-credit notices, tip-pool policies, tip-pool distributions, tip-reporting procedures, and the classification of employees as tipped or non-tipped must be preserved.
2.5 Misclassification of Exempt Employees
The demand letter alleges that VHG has willfully misclassified certain "lead" and "senior" level hourly roles as exempt from the overtime requirements of the FLSA under the administrative exemption, 29 U.S.C. § 213(a)(1), and the corresponding regulations at 29 C.F.R. Part 541. The demand letter contends that these employees do not satisfy the duties test for the administrative exemption because their primary duties do not consist of the performance of office or non-manual work directly related to the management or general business operations of VHG or its customers, and that they do not exercise discretion and independent judgment with respect to matters of significance. All documents and ESI relating to the classification of employees as exempt or non-exempt — including job descriptions, duties analyses, classification reviews, salary records, and any communications regarding classification decisions — must be preserved.
Section 3: Preservation Period
All documents and ESI within the scope of this Litigation Hold must be preserved from January 1, 2021 through the present and continuing until further notice.
This date range has been established to reflect the longest potentially applicable statute of limitations. The five-year limitations period under Florida Statutes § 95.11(2)(b) for claims arising under the Florida Constitution's minimum-wage provisions (Art. X, § 24) provides the broadest lookback window. Measured from the January 14, 2026 demand letter date, this five-year period reaches back to approximately January 14, 2021. For purposes of preservation, VHG and outside counsel have elected to use January 1, 2021 as the beginning of the preservation period to provide a reasonable margin and to align with a calendar boundary for ease of identification and collection.
The following additional limitations periods also inform the preservation scope:
•  FLSA three-year lookback (willful violations): January 14, 2023 to present — Under 29 U.S.C. § 255(a), the statute of limitations for willful violations of the FLSA is three years. Because the demand letter alleges willful violations, this period must be covered.
•  FLSA two-year lookback (non-willful violations): January 14, 2024 to present — Under 29 U.S.C. § 255(a), the statute of limitations for non-willful violations of the FLSA is two years.
Because VHG has a legal obligation to preserve evidence that may be relevant under any potentially applicable limitations period, the broadest date range — January 1, 2021 through the present — controls for preservation purposes. You must preserve all responsive documents and ESI created, sent, received, modified, or stored during this entire period, regardless of which specific claim or limitations period may ultimately apply.
This Litigation Hold remains in effect until you receive written notice from the General Counsel or from outside counsel at Calderwood & Harkness LLP that the hold has been lifted or modified. Do not assume that the hold has expired based on the passage of time, the resolution of any particular claim, or any other circumstance. If you have any question about whether the hold remains in effect, contact the General Counsel immediately.
Section 4: Properties Covered
This Litigation Hold applies to documents and ESI related to the following seven Verimark-branded hotel and resort properties, all of which are specifically identified in the demand letter from Garza, Linden & Okafor LLP:
With respect to Property No. 3 (Verimark Shores Clearwater), please note that this property is owned by Palomar Realty Partners LLC and is managed by VHG pursuant to the Hotel Management Agreement dated June 1, 2021, reference number HMA-2021-0601-PC. Notwithstanding the third-party ownership structure, VHG exercises management authority over the property's operations, including human resources, payroll, scheduling, and timekeeping functions. Documents and ESI relating to this property are fully within the scope of this hold.
In addition to property-level documents, this Litigation Hold applies to all corporate-level documents, data, and communications maintained at VHG headquarters, located at 2400 Bayshore Boulevard, Suite 1100, Tampa, FL 33629, that relate to wage-and-hour practices, policies, procedures, or compliance at any of the seven properties identified above. This includes, without limitation, documents maintained by the Human Resources, Payroll, Legal, Finance, and Information Technology departments at the corporate level, to the extent such documents fall within the subject-matter scope of this hold.
Finally, if you have possession, custody, or control of potentially relevant documents relating to VHG properties other than the seven specifically identified above — for example, because of Company-wide policy implementation, system-wide payroll practices, or cross-property communications — you must preserve those documents as well and promptly notify the General Counsel of their existence so that the scope of the hold can be evaluated.
Section 5: Categories of Documents and ESI to Be Preserved
The following categories describe the types of documents and ESI that must be preserved under this Litigation Hold. These categories are intended to be illustrative, not exhaustive. If you possess or control documents or ESI that you believe may be relevant to the subject matter of this hold but that do not fall neatly within any of the categories listed below, you must preserve those documents and contact the General Counsel for guidance.
5.1 Timekeeping and Attendance Records
You must preserve all timekeeping and attendance records, in any format, relating to hourly, non-exempt employees at the seven identified properties during the preservation period. This includes, but is not limited to:
(a) All time-punch records, clock-in/clock-out data, and shift records generated by or maintained within the Luminos TimeTrack system under VHG account ID LTT-VHG-2022-0041, including raw punch data, calculated hours, and any system-generated reports;
(b) All Luminos TimeTrack auto-deduction configuration records, including the settings, parameters, and implementation history of rule AR-MEAL-030 (the 30-minute automatic deduction for meal breaks applicable to shifts of six or more hours), any modifications, updates, or revisions to such rules at any time during the preservation period, and any exception logs, error logs, or correction logs generated in connection with the auto-deduction feature;
(c) All manual time corrections, overrides, and adjustment records, whether made by supervisors, managers, payroll administrators, or employees, including the identity of the individual who made the correction, the date and time of the correction, the original time entry, the corrected time entry, and any reason or justification recorded for the correction;
(d) All time-rounding policy settings and configuration records within the Luminos TimeTrack system or any predecessor timekeeping system, including rounding rules, rounding intervals, and any analyses or reports regarding the impact of time rounding on employee compensation; and
(e) Any pre-Luminos timekeeping records maintained internally by VHG for the period prior to January 1, 2022 (i.e., before the migration to the Luminos TimeTrack platform), including data from any legacy timekeeping systems, spreadsheets, or manual records that captured employee hours worked at the subject properties.
5.2 Payroll Records
You must preserve all payroll records relating to hourly, non-exempt employees at the seven identified properties during the preservation period. This includes, but is not limited to:
(a) Payroll registers and payroll summaries, both property-level and Company-wide, reflecting gross pay, net pay, deductions, overtime pay, and hours worked for each pay period;
(b) Individual pay stubs and wage statements issued to hourly, non-exempt employees;
(c) Overtime calculations and overtime pay records, including any documentation reflecting how the regular rate of pay was determined for overtime calculation purposes;
(d) Records of tip credits applied against the minimum wage for tipped employees, tip-pool distributions, and tip-reporting data, including any tip credit notices provided to employees and any records of employee acknowledgment of tip credit practices;
(e) Records of any payroll adjustments, corrections, or back-pay payments made during the preservation period, including the reason for the adjustment, the affected employees, and the amounts involved; and
(f) Any payroll tax records, wage reports, or filings that reflect hours worked, wages paid, or overtime compensation for hourly, non-exempt employees at the subject properties.
5.3 Scheduling Records
You must preserve all scheduling records relating to hourly, non-exempt employees at the seven identified properties during the preservation period. This includes, but is not limited to:
(a) Employee work schedules, both as published in advance and as actually worked, shift assignments, shift-swap records, and records of schedule changes;
(b) Records of pre-shift and post-shift activities, including any documented start-of-shift or end-of-shift procedures such as computer boot-up logs, system login/logout records, shift-handover logs, shift-handover checklists, and uniform distribution or collection records; and
(c) Any scheduling software data, reports, or exports, including data from any scheduling module within the Luminos TimeTrack system or any standalone scheduling platform used at the properties.
5.4 Employee Handbooks and HR Policy Documents
You must preserve all employee handbooks, human resources policy documents, and related materials applicable to employees at the seven identified properties during the preservation period. This includes, but is not limited to:
(a) All versions of the VHG Employee Handbook, including the current version (Version 7.2, effective January 1, 2025) and all prior versions in effect at any time from January 1, 2021 forward, along with any drafts, redlines, or revision histories;
(b) Meal-break policies, including policies governing the duration, timing, and conditions of meal breaks, whether employees may be required to remain on-call during meal breaks, and the procedures for reporting missed or interrupted meal breaks;
(c) Overtime authorization and overtime calculation policies, including any policies governing supervisor approval of overtime, overtime caps, and the methodology for calculating the regular rate of pay;
(d) Uniform and dress-code policies, including any policies governing the donning and doffing of required uniforms, the time at which employees are expected to be in uniform, and whether donning/doffing time is treated as compensable;
(e) Tip-pool policies, tip-credit notices, and tip-reporting procedures, including any documents provided to employees regarding their rights under federal and state tip-credit laws; and
(f) Time and attendance policies, including policies governing clock-in and clock-out procedures, time-rounding, time-correction requests, and consequences for timekeeping violations.
5.5 Job Descriptions and Classification Records
You must preserve all job descriptions and employee classification records relating to positions at the seven identified properties during the preservation period. This includes, but is not limited to:
(a) Job descriptions for all hourly, non-exempt positions at the seven properties, including all versions of such job descriptions in effect during the preservation period;
(b) Job descriptions for all positions classified as exempt from the overtime requirements of the FLSA under the administrative exemption (or any other exemption), with particular attention to "lead" and "senior" level roles, including Lead Front Desk Associate, Senior Housekeeping Coordinator, Lead Banquet Server, Senior Guest Services Agent, and any similar titles;
(c) Records documenting the basis for the determination that specific positions or employees qualify as exempt versus non-exempt, including any legal analyses, memoranda, checklists, or compliance assessments prepared by internal or external counsel, HR personnel, or outside consultants; and
(d) Records of any reclassification reviews, reclassification analyses, or reclassification actions taken during the preservation period, including the positions affected, the dates of reclassification, and the reasons for the change.
5.6 Internal Audits and Compliance Reviews
You must preserve all internal audit reports, compliance reviews, and self-assessments relating to wage-and-hour practices at the seven identified properties or at the corporate level. This includes, but is not limited to:
(a) Internal audit reports, compliance reviews, or self-assessments relating to overtime compliance, meal-break practices, timekeeping accuracy, FLSA classification, tip-credit compliance, or any other wage-and-hour topic within the scope of this hold;
(b) Any correspondence, reports, workpapers, or communications from Hargrove Kessler & Co. LLP (VHG's independent auditors) relating to payroll practices, labor-cost analyses, internal controls over payroll, or any audit findings bearing on wage-and-hour compliance; and
(c) Any reports, findings, or recommendations from external consultants, human resources advisors, or compliance specialists engaged by VHG to review or evaluate wage-and-hour practices during the preservation period.
5.7 Communications.  You must preserve all communications — in any medium and in any format — that relate to any of the subject-matter categories described in this Litigation Hold. This preservation obligation encompasses all emails, text messages (including SMS, MMS, and messages sent via applications such as Westmark Software and Meridian Services Inc.), instant messages, voicemails, video messages, and other electronic communications, including communications sent or received via any internal messaging platform (such as Meridian Solutions, Northgate Data Systems, or any other collaboration tool used by VHG). Specifically, you must preserve all communications relating to:
(a) Overtime practices, overtime authorization, overtime disputes, or overtime calculations;
(b) Meal-break policies, meal-break deductions, meal-period scheduling, or employee complaints about meal-period interruptions or the inability to take uninterrupted meal breaks;
(c) Pre-shift or post-shift work requirements, including donning and doffing, computer boot-up, shift-handover procedures, or any other activities performed before or after an employee's scheduled shift;
(d) Tip pools, tip credits, tip-pool eligibility, tip-pool distributions, or tipped-employee pay practices;
(e) Employee classification, including discussions or analyses regarding whether specific positions or employees should be classified as exempt or non-exempt under the FLSA;
(f) Timekeeping practices, time-punch corrections, Luminos TimeTrack system administration, auto-deduction configurations, or time-rounding policies;
(g) Employee complaints about pay, hours worked, working conditions, or any aspect of wage-and-hour practices, including complaints made to supervisors, managers, HR personnel, or through any internal complaint or reporting mechanism;
(h) The demand letter received from Garza, Linden & Okafor LLP dated January 14, 2026, or any communications regarding the claimant, Daniela M. Serrano (Employee ID: VHG-EMP-20220314-5587), including communications predating the demand letter that relate to Ms. Serrano's employment, performance, compensation, scheduling, or separation from VHG; and
(i) Any communications with regulatory agencies, government investigators, or other third parties regarding VHG's wage-and-hour practices at any of the seven identified properties.
5.8 Personnel and Employment Records
You must preserve all personnel files and employment records for hourly, non-exempt employees at the seven identified properties during the preservation period, to the extent such records fall within the subject-matter scope of this hold. This includes, but is not limited to:
(a) Personnel files, including hire documentation (offer letters, employment applications, onboarding records), separation documentation (resignation letters, termination notices, exit interviews), disciplinary records, performance reviews, and any other documents that reference scheduling, hours, overtime, pay, or working conditions;
(b) Employee acknowledgment forms, including signed acknowledgments of receipt of the Employee Handbook, tip-credit notices, overtime policies, or any other wage-and-hour-related policy; and
(c) All records specifically pertaining to the claimant, Daniela M. Serrano. Ms. Serrano was hired on March 14, 2022 as a Front Desk Associate at the Verimark Regency Tampa property and separated from VHG on August 22, 2025. Her Employee ID is VHG-EMP-20220314-5587. All records relating to Ms. Serrano's employment, including her personnel file, timekeeping records, payroll records, scheduling records, performance reviews, disciplinary records, communications with or regarding Ms. Serrano, and any records relating to her separation from VHG, must be preserved in their entirety.
5.9 Contracts and Agreements
You must preserve all contracts, agreements, and related documents that bear on VHG's obligations with respect to employee compensation, timekeeping, payroll, or staffing at the seven identified properties. This includes, but is not limited to:
(a) The Hotel Management Agreement between VHG and Palomar Realty Partners LLC, reference number HMA-2021-0601-PC, dated June 1, 2021, governing VHG's management of the Verimark Shores Clearwater property, including all amendments, addenda, schedules, and exhibits thereto;
(b) The service agreement between VHG and Luminos Payroll Solutions Inc. governing the provision of payroll processing, timekeeping, and workforce management services to VHG, including all amendments, statements of work, service-level agreements, and data-processing agreements;
(c) Any staffing agency agreements, temporary labor contracts, or subcontracts applicable to hourly workers at the seven identified properties, including agreements with any temporary staffing agencies, labor brokers, or workforce management companies; and
(d) Any employment agreements, offer letters, or compensation agreements for employees at the seven identified properties that address wage rates, overtime entitlement, tip-pool participation, or classification status.
5.10 Physical Documents and Other Tangible Materials
In addition to ESI, you must preserve all physical documents, hard-copy records, and other tangible materials within the scope of this hold. This includes, but is not limited to:
(a) Hard-copy time sheets, sign-in/sign-out logs, or attendance sheets maintained at any of the seven identified properties;
(b) Handwritten notes, memoranda, or logs maintained by managers, supervisors, department heads, or any other personnel regarding scheduling, overtime, meal breaks, time corrections, or employee complaints about pay or hours;
(c) Bulletin-board postings, break-room notices, printed policy communications, or any other posted materials related to wages, hours, meal breaks, tip pools, overtime, or working conditions at any of the seven identified properties; and
(d) Physical personnel files, to the extent they have not been digitized and stored electronically, including all documents described in Section 5.8 above.
You must not discard, recycle, shred, or otherwise destroy any physical document within the scope of this hold. If you are uncertain whether a physical document falls within the scope of this hold, err on the side of preservation and contact the General Counsel for guidance.
Section 6: Your Obligations as a Custodian
As an identified custodian under this Litigation Hold, you have the following specific obligations:
Suspend All Routine Destruction. You must immediately suspend any automatic or manual document-destruction, deletion, or recycling process that could affect documents or ESI within the scope of this hold. This includes, without limitation, email auto-purge settings (such as rules that automatically delete emails after a specified period), document retention schedules, records-disposal protocols, shredding schedules, and any other routine processes by which documents or data are destroyed or removed in the ordinary course of business. If you are unsure how to suspend an automatic deletion process, contact Malik P. Jefferson, Corporate IT Administrator, for assistance.
Preserve in Place. You must not delete, discard, overwrite, modify, edit, or alter in any way any document or ESI within the scope of this hold. This obligation applies regardless of where the document or ESI is stored, including on Company servers, Company-issued laptops, Company-issued desktops, Company-issued mobile devices, personal devices used for work, cloud storage services (including, but not limited to, Hollowell Health IT, Larkspur Technologies, Cobalt Ridge Systems, and Meridian Systems), USB drives, external hard drives, paper files, or any other storage medium. Documents must be preserved in their native format, including all metadata.
Identify and Segregate. If you become aware of potentially relevant documents or ESI that may be at risk of loss, destruction, or alteration — whether due to technical issues, storage limitations, impending data migrations, or any other cause — you must take immediate steps to segregate those documents and notify the General Counsel or outside counsel without delay.
Personal Devices. If you have used any personal device — including, but not limited to, a personal smartphone, tablet, personal email account, or personal computer — for work-related communications or to store work-related documents that fall within the scope of this hold, those documents and communications must also be preserved. You must not delete text messages, emails, instant messages, voicemails, photographs, or any other data from your personal device that may be relevant to this hold. Contact the General Counsel for guidance on how to preserve data on personal devices without compromising your personal privacy to the extent possible.
Departing Employees. If you become aware that any employee who may possess relevant documents or ESI is expected to depart VHG — whether through resignation, termination, retirement, or any other form of separation — you must immediately notify the General Counsel so that appropriate steps can be taken to preserve that employee's documents and ESI before departure. This obligation applies regardless of whether the departing employee is a named custodian under this hold.
Ongoing Obligation. This Litigation Hold is a continuing obligation. It applies not only to documents and ESI that you currently possess, but also to any relevant documents or ESI that you create, send, receive, or come to possess in the future, until such time as you receive written notice from the General Counsel or outside counsel that the hold has been lifted. You must remain vigilant in your preservation efforts throughout the duration of this hold and must apply the preservation criteria described herein to all documents and ESI on an ongoing basis.
Section 7: What You Should NOT Do
The following actions are strictly prohibited for the duration of this Litigation Hold:
Do not delete or destroy. Do not delete, discard, destroy, shred, recycle, or otherwise dispose of any document, email, file, record, or data that falls within the categories described in this Notice, regardless of whether you believe the document is duplicative, unimportant, outdated, or irrelevant. You are not in a position to make relevance determinations — that determination will be made by the General Counsel and outside counsel.
Do not "clean up" files. Do not "clean up" your files, reorganize folders in a manner that could cause data loss or alteration of metadata, rename files in ways that could obscure their content or creation dates, or migrate data from one storage location to another without first consulting Malik P. Jefferson, Corporate IT Administrator, and the General Counsel. Even well-intentioned efforts to organize files can result in the loss of data or metadata that may be critical to the litigation.
Do not discuss externally. Do not discuss the substance of this Litigation Hold, the anticipated litigation, the demand letter, the claimant, or any related matters with anyone outside VHG, including, without limitation, the claimant (Daniela M. Serrano), the claimant's counsel (Garza, Linden & Okafor LLP), any member of the media, any external business partner, any vendor, any guest, or any other external party. If you are contacted by anyone outside VHG regarding the matters described in this Notice, do not respond and immediately notify the General Counsel. All external communications regarding this matter must be authorized by the General Counsel.
Do not make independent relevance determinations. Do not attempt to determine on your own whether a particular document is or is not relevant to this hold. The scope of relevance in litigation is broad, and documents that may appear unrelated or insignificant to you may be highly relevant in the context of the legal claims at issue. When in doubt, preserve the document and contact the General Counsel for guidance.
Section 8: Coordination with IT and Luminos Payroll Solutions Inc.
VHG is implementing technical preservation measures at the enterprise level to supplement the individual custodian obligations described in this Notice. Specifically:
Internal IT Coordination. VHG's Corporate IT Administrator, Malik P. Jefferson, is coordinating directly with Calderwood & Harkness LLP to implement the following technical preservation measures:
(a) Suspension of any automatic email-deletion or data-purge schedules on all relevant servers, mailboxes, and shared drives associated with identified custodians and the seven identified properties;
(b) Preservation of backup tapes, server images, and archived data that contain information relevant to the hold period, including any offsite or cloud-based backups;
(c) Identification and forensic imaging of relevant data sources, including email servers, file servers, shared network drives, and database systems; and
(d) Coordination with property-level IT personnel to ensure that local data sources at each of the seven properties are identified and preserved.
Luminos Payroll Solutions Inc. A separate data preservation request has been sent to Luminos Payroll Solutions Inc. ("Luminos"), VHG's third-party timekeeping and payroll services provider. The preservation request has been directed to Shannon D. Prewitt, Senior Account Manager, at Luminos. The request directs Luminos to preserve all data maintained in VHG's Luminos TimeTrack account (account ID: LTT-VHG-2022-0041), including, without limitation:
(a) All time-punch records, clock-in/clock-out data, and shift records;
(b) All auto-deduction configurations, including the configuration history for rule AR-MEAL-030;
(c) All payroll registers, payroll calculations, and payroll distribution records;
(d) All system-audit logs, change logs, and administrative access logs; and
(e) All data from January 1, 2022 (the approximate date of VHG's migration to the Luminos platform) through the present.
Your Role Regarding Luminos Data. You do not need to take separate action regarding the preservation of data maintained by Luminos in the centralized Luminos TimeTrack system. However, if you are aware of any locally stored exports, downloads, screenshots, or copies of Luminos data — for example, payroll reports downloaded to your desktop, time-punch summaries exported to spreadsheets, or configuration settings documented in emails — you must preserve those local copies in accordance with this Notice. Such local copies may contain annotations, modifications, or contextual information not present in the centralized Luminos system and may therefore have independent evidentiary value.
Section 9: Identified Custodians
This Litigation Hold Notice is being distributed to the following twenty-three (23) custodians, who have been identified, in consultation with outside counsel, as individuals who are likely to possess, control, or have access to documents and ESI within the scope of this hold.
Corporate-Level Custodians.  
Property-Level HR Managers (7)
Property-Level General Managers (7)
Department Heads (5)
The custodian list above has been prepared based on information currently available. If you believe that additional individuals — including current or former employees, managers, supervisors, or other personnel — may possess relevant documents or ESI not already identified and subject to this hold, please promptly notify the General Counsel so that the custodian list can be supplemented as appropriate. It is essential that VHG capture all potentially relevant information, and your cooperation in identifying additional custodians is critical.
Section 10: Questions and Contacts
If you have any questions about this Litigation Hold Notice, your preservation obligations, the scope of the hold, or whether a particular document, data source, or communication falls within the categories described herein, you should contact one of the following individuals:
Internal Contacts.  Devin K. Arroyo General Counsel, Verimark Hospitality Group Inc. 2400 Bayshore Boulevard, Suite 1100 Tampa, FL 33629 Telephone: (813) _-__ Email: darroyo@verimarkhotels.com
Carla S. Whitfield Vice President, Human Resources 2400 Bayshore Boulevard, Suite 1100 Tampa, FL 33629 Telephone: (813) _-__
Email: cwhitfield@verimarkhotels.com
Malik P. Jefferson (for technical and IT-related questions) Corporate IT Administrator 2400 Bayshore Boulevard, Suite 1100 Tampa, FL 33629 Telephone: (813) _-__
Email: mjefferson@verimarkhotels.com
Outside Counsel.  For questions regarding VHG's legal obligations under this Litigation Hold, you may also contact outside counsel:
Bernard Crawford Responsible Partner Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3400 Miami, FL 33131 Telephone: (305) _-__
Email: bcrawford@calderwoodharkness.com
Nadia Petrov Lead Associate Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3400 Miami, FL 33131 Telephone: (305) _-__
Email: npetrov@calderwoodharkness.com
Please do not hesitate to reach out with any questions, no matter how minor they may seem. It is far better to ask a question and receive guidance than to inadvertently fail to preserve a document that may be relevant.
Section 11: Acknowledgment and Certification
Each custodian who receives this Litigation Hold Notice is required to sign and return the Acknowledgment and Certification form below within five (5) business days of receipt of this Notice.
Completed and signed Acknowledgment and Certification forms should be returned to:
Devin K. Arroyo, General Counsel, Verimark Hospitality Group Inc., 2400 Bayshore Boulevard, Suite 1100, Tampa, FL 33629
or
Carla S. Whitfield, Vice President, Human Resources, at the same address.
If you are unable to return the signed form within five business days, contact the General Counsel immediately to arrange for an alternative deadline. Failure to return the Acknowledgment and Certification form does not relieve you of your preservation obligations under this Notice, which took effect upon your receipt of this Notice.
ACKNOWLEDGMENT AND CERTIFICATION — LITIGATION HOLD NOTICE
Verimark Hospitality Group Inc. Calderwood & Harkness LLP Matter No. 1021-00005
I, the undersigned, hereby certify the following:
(a) Receipt and Review. I have received and carefully reviewed the Litigation Hold Notice dated ______, 2026, relating to the preservation of documents and electronically stored information in connection with anticipated wage-and-hour litigation (Calderwood & Harkness LLP Matter No. 1021-00005).
(b) Understanding of Obligations. I understand my obligations as a custodian under this Litigation Hold Notice, including my obligation to immediately preserve all documents and ESI within the scope of the hold, to suspend any routine destruction or deletion processes, and to continue preserving responsive materials on an ongoing basis until notified in writing that the hold has been lifted.
(c) Commitment to Comply. I commit to comply fully with all directives set forth in the Litigation Hold Notice, and I understand that failure to do so may result in legal consequences for Verimark Hospitality Group Inc. and may subject me to disciplinary action.
(d) Identification of Data Sources. I have identified below the data sources, repositories, and document collections under my possession, custody, or control that may contain materials relevant to this Litigation Hold.
Data Sources Under My Control (list all relevant data sources, including but not limited to: local hard drives, shared network drives, email accounts, cloud storage, filing cabinets, personal devices used for work, and any other repositories of potentially relevant documents or ESI):
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
Custodian Printed Name: ________
Title: ________
Property / Department: ________
Signature: ________
Date: ________
Return this completed and signed form within five (5) business days to Devin K. Arroyo, General Counsel, or Carla S. Whitfield, VP, Human Resources, at 2400 Bayshore Boulevard, Suite 1100, Tampa, FL 33629.
Appendix A: Summary Checklist for Custodians
The following checklist is provided as a quick-reference summary of the key preservation actions required under this Litigation Hold Notice. This checklist does not substitute for the full Notice; please refer to the complete Notice for detailed instructions regarding each obligation.
LITIGATION HOLD — CUSTODIAN PRESERVATION CHECKLIST
Verimark Hospitality Group Inc. — Matter No. 1021-00005
•  [ ] Suspend auto-delete and document-destruction protocols. Immediately disable any automatic email-purge rules, scheduled file deletions, shredding schedules, or other routine destruction processes that could affect documents or ESI within the scope of this hold. Contact Malik P. Jefferson (Corporate IT Administrator) if you need assistance with technical settings.
•  [ ] Preserve all emails, messages, and electronic files in scope. Do not delete, discard, or modify any emails, text messages, instant messages, voicemails, electronic files, or other ESI that falls within the categories described in the Litigation Hold Notice. This applies to all storage locations, including Company servers, laptops, desktops, mobile devices, and cloud accounts.
•  [ ] Preserve all hard-copy documents in scope. Do not shred, discard, recycle, or destroy any physical documents — including time sheets, sign-in logs, handwritten notes, printed policies, bulletin-board postings, and personnel files — that fall within the categories described in the Litigation Hold Notice.
•  [ ] Do not modify, reorganize, or overwrite relevant files. Do not rename, move, reorganize, or overwrite any electronic files or folders that may contain relevant documents. Do not conduct any data migrations without first consulting IT and the General Counsel.
•  [ ] Identify and secure personal-device work content. If you have used any personal device (smartphone, tablet, personal email, personal computer) for work-related communications or to store work-related documents within the scope of this hold, preserve all such content and contact the General Counsel for guidance.
•  [ ] Notify General Counsel of any departing employees with relevant data. If you become aware that any employee who may possess relevant documents or ESI is planning to leave VHG, immediately notify the General Counsel so that preservation steps can be taken before the employee's departure.
•  [ ] Complete and return Acknowledgment and Certification form. Sign and return the Acknowledgment and Certification form (Section 11 of this Notice) within five (5) business days of receipt.
•  [ ] Contact General Counsel or outside counsel with any questions. If you have any questions about this hold, your obligations, or whether specific documents or data fall within scope, contact Devin K. Arroyo (General Counsel), Carla S. Whitfield (VP, Human Resources), Malik P. Jefferson (Corporate IT Administrator), or outside counsel at Calderwood & Harkness LLP. Do not make independent relevance determinations — when in doubt, preserve and ask.
CONFIDENTIALITY NOTICE
This Litigation Hold Notice is protected by the attorney-client privilege and the work-product doctrine. It contains confidential legal communications and analysis prepared by and at the direction of counsel in anticipation of litigation. This Notice is intended solely for the use of the identified custodians and authorized personnel of Verimark Hospitality Group Inc. Do not forward, copy, reproduce, or distribute this Notice to anyone outside Verimark Hospitality Group Inc. without prior written authorization from the General Counsel. Unauthorized disclosure of this Notice or its contents may constitute a waiver of applicable legal privileges and may result in disciplinary action. If you have received this Notice in error, please notify the General Counsel immediately and destroy all copies in your possession.
Prepared by Calderwood & Harkness LLP, 100 Southeast Second Street, Suite 3400, Miami, FL 33131, on behalf of Verimark Hospitality Group Inc.
Matter No. 1021-00005
No. | Property Name | Address | Notes
1 | Verimark Regency Tampa | 1200 North Westshore Boulevard, Tampa, FL 33607 | Property where claimant Daniela M. Serrano was employed
2 | Verimark Grand Orlando | 8750 International Drive, Orlando, FL 32819
3 | Verimark Shores Clearwater | 455 Mandalay Avenue, Clearwater Beach, FL 33767 | Owned by Palomar Realty Partners LLC; managed by VHG under Hotel Management Agreement HMA-2021-0601-PC
4 | Verimark Bayfront St. Petersburg | 100 First Avenue South, St. Petersburg, FL 33701
5 | Verimark Resort & Spa Boca Raton | 2600 North Ocean Boulevard, Boca Raton, FL 33431
6 | Verimark Oceanview Fort Lauderdale | 3030 Holiday Drive, Fort Lauderdale, FL 33316
7 | Verimark Key West Collection | 1500 Reynolds Street, Key West, FL 33040
Name | Title
Carla S. Whitfield | Vice President, Human Resources
Enrique J. Fuentes | Director, Payroll & Workforce Compliance
Devin K. Arroyo | General Counsel
Malik P. Jefferson | Corporate IT Administrator
No. | Property | Name | Title
1 | Verimark Regency Tampa | ______ | HR Manager
2 | Verimark Grand Orlando | ______ | HR Manager
3 | Verimark Shores Clearwater | ______ | HR Manager
4 | Verimark Bayfront St. Petersburg | ______ | HR Manager
5 | Verimark Resort & Spa Boca Raton | ______ | HR Manager
6 | Verimark Oceanview Fort Lauderdale | ______ | HR Manager
7 | Verimark Key West Collection | ______ | HR Manager
No. | Property | Name | Title
1 | Verimark Regency Tampa | ______ | General Manager
2 | Verimark Grand Orlando | ______ | General Manager
3 | Verimark Shores Clearwater | ______ | General Manager
4 | Verimark Bayfront St. Petersburg | ______ | General Manager
5 | Verimark Resort & Spa Boca Raton | ______ | General Manager
6 | Verimark Oceanview Fort Lauderdale | ______ | General Manager
7 | Verimark Key West Collection | ______ | General Manager
No. | Name | Title | Property Assignment
1 | ______ | ______ | ______
2 | ______ | ______ | ______
3 | ______ | ______ | ______
4 | ______ | ______ | ______
5 | ______ | ______ | ______

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

Record

Parties

Dates

Amounts