Preview
FILED
8/9/2023 1:54 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Janieshia Reed DEPUTY
AFFIDAVIT OF SERVICE
State of Texas County of Dallas 44th Judicial District Court
Case Number: DC-21-11406
Plaintiffs:
MILTON 635 GRAVOIS ROAD LLC,
635 GRAVOIS ROAD LEASING LLC, and
635 GRAVOIS ROAD REAL ESTATE LLC
vs.
Defendants:
TRT HOLDINGS, INC.,
RBR REAL ESTATE HOLDINGS, LLC,
BRIAN ZELMAN, and ADAM ZEITSIFF
Received these papers on the 4th day of August, 2023 at 4:00 pm to be served on Custodian of Records for OMNI HOTEL
MANAGEMENT CORPORATION care of its Registered Agent, CORPORATION SERVICE COMPANY, 211 E. 7th Street,
Suite 620, Austin, Travis County, TX 78701.
|, Scott L Thomas, being duly sworn, depose and say that on the 7th day of August, 2023 at 11:27 am, I:
hand-delivered a true copy of this Subpoena Duces Tecum te Non-Party Omni Hotel Management Corporation with
Exhibit "A" and the $1.00 witness tender, to Custodian of Records for OMNI HOTEL MANAGEMENT CORPORATION
care of its Registered Agent, CORPORATION SERVICE COMPANY by and through its authorized agent, KANEISHA
GROSS, at the address of: 211 E. 7th Street, Suite 620, Austin, Travis County, TX 78701, having first endorsed upon such
copy of such process the date of delivery.
| certify that | am approved by the Judicial Branch Certification Commission, Misc. Docket No. 05-9122 under rule 103, 501,
and 501.2 of the TRCP to deliver citations and other notices from any District, County and Justice Courts in and for the State
of Texas. | am competent to make this oath; | am not less than 18 years of age, | am not a party to the above-referenced
cause, | have not been convicted of a felony or a crime of moral turpitude, and | am not interested in the outcome of the
above-referenced cause.
Subscribed and Sworn to before me on the 7th day of
August, 2023 by the affiant who is personally known to Scott L Thomas
me. PSC # 1224, Exp. 7/31/2024
Our Job Serial Number: THP-2023004935
Ref: 2160281 / 282
NOTARY PUBLIC
oy Ye a Helen
My B: roussard
sion Expires,
aA ‘ee 30429927
PR
Copyright © 1992-2023 DreamBuilt Software, Inc. - Process Server's Toolbox VB 2r
ULAR
A
CAUSE NO. DC-21-11406
MILTON 635 GRAVOIS ROAD LLC, IN THE DISTRICT COURT
635 GRAVOIS ROAD LEASING LLC, and
635 GRAVOIS ROAD REAL ESTATE LLC,
Plaintiffs,
v. 44TH JUDICIAL DISTRICT
TRT HOLDINGS, INC.,
RBR REAL ESTATE HOLDINGS, LLC,
BRIAN ZELMAN, and ADAM ZEITSIFF,
Defendants. DALLAS COUNTY, TEXAS
NA DUCES .CUM TO NO |-PA,
ENT CORPORATION
THE STATE OF TEXAS
ISSUED ON JULY 14, 2023
TO CUSTODIAN OF RECORDS FOR: CUSTODIAN OF RECORDS c/o
CORPORATION SERVICE COMPANY,
211 E 17™ STREET, SUITE 620, AUSTIN,
TEXAS 78701
TO ANY SHERIFF OR CONSTABLE OF THE STATE OF TEXAS OR OTHER
PERSON AUTHORIZED TO SERVE AND EXECUTE SUBPOENAS AS PROVIDED IN
TEXAS RULE OF CIVIL PROCEDURE 176.
YOU ARE HEREBY COMMANDED to produce and permit inspection and copying of
the original or an exact duplicate of the original of the documents or tangible things described in
Exhibit A, attached hereto, that are in your possession, custody, or control on or before August 14,
2023. These documents shall be provided for inspection and/or produced electronically to Robert
N. LeMay, Esq. at rlema: , Or, alternatively, at the offices of Kane Russell Coleman
Logan, PC, 901 Main Street, Suite 5200, Dallas, Texas 75202.
Pursuant to Texas Civil Practice and Remedies Code §22.004, payment in the amount of
$1.00 is also included with this subpoena. Additional payment for the reasonable costs of
reproducing these documents will be paid at the time of production.
FAILURE BY ANY PERSON WITHOUT ADEQUATE EXCUSE TO OBEY A
SUBPOENA SERVED UPON THAT PERSON MAY BE DEEMED IN CONTEMPT
OF THE COURT FROM WHICH THE SUBPOENA IS ISSUED OR A DISTRICT
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
Page 1 of 14 1022162 (72208.00006.000)
COURT IN THE COUNTY IN WHICH THE SUBPOENA IS SERVED, AND MAY BE
PUNISHED BY FINE OR CONFINEMENT, OR BOTH.
This subpoena was issued at the request of Plaintiffs whose attorney of record is:
Robert N. LeMay
State Bar No, 12188750
tlemay@krel.com
901 Main St., Ste. 5200
Dallas, Texas 75202
Telephone: (214) 777-4200
Facsimile: (214) 777-4299
Lsl Robert N. LeMay
Robert N. LeMay
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
Page 2 of 14 1022162 {72208.00006.000)
OFFICER’S RETURN
I hereby state that on this day of July, 2023, I delivered a true and correct copy
hereof, along with all fees required by law, to the within named witness by serving
Returned this day of July, 2023.
Officer’s Signature
IETURN / AEFIDAVIT
1 f
rm OOF /! Au D
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
Page
3 of 14 1022162 (72208.00006.000)
EXHIBITA
1 DEFINITIONS
1 “You", "Your" or “Omni” means Omni Hotel Management Corporation its present
and former employees, attorneys, representatives, parents, subsidiaries and all other persons or
entities controlled by or acting on its behalf.
2. "TRT Holdings" means Defendant TRT Holdings, Inc., its present and former
employees, attorneys, representatives, parents, subsidiaries and all other persons or entities
controlled by or acting on its behalf.
3. "Gravois LLC” means Plaintiff Milton 635 Gravois Road LLC, its present and
former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities
controlled by or acting on its behalf.
4. "635 Gravois Road Leasing" means Plaintiff 635 Gravois Road Leasing LLC, its
present and former employees, attorneys, representatives, parents, subsidiaries and all other persons
or entities controlled by or acting on its behalf.
5 "635 Gravois Road RE" means 635 Gravois Road Real Estate LLC, its present and
former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities
controlled by or acting on its behalf.
6. "RBR Holdings" means RBR Real Estate Holdings, LLC, its present and former
employces, attorneys, representatives, parents, subsidiaries and all other persons or entities
controlled by or acting on its behalf.
a “TRT Equity” means TRT Equity Advisors LLC, its present and former employees,
attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or
acting on its behalf.
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
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8 “Zelman" means Brian Zelman, his present and former employees, attorneys,
representatives, parents, subsidiaries and all other persons or entities controlled by or acting on his
behalf.
9. "Zeitsiff' means Adam Zeitsiff, his present and former employees, attorneys,
representatives, parents, subsidiaries and all other persons or entities controlled by or acting on his
behalf.
10. "Plaintiffs" means Gravois LLC, 635 Gravois Road Leasing, and 635 Gravois Road
RE, including, but not limited to, their brokers, affiliates, representatives, agents, principals or
attorncys, including but not limited to Lecton Real Estate, Inc., Mark Sher, Michael Shabsels, Mark
Graham or Mark Cohen.
11. “Defendants” means TRT Holdings, RBR RE Holdings, Zelman, and Zeitsiff,
including, but not limited to, their brokers, affiliates, representatives, agents or attorneys.
12, “Tenant” means Gold's St. Louis, LLC, its present and former employees, attorneys,
representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its
behalf.
13, "PSA" means the Agreement of Purchase and Sale by and between Leeton Real
Estate, Inc. and RBR RE Holdings.
14, "Amendment" means any and all amendments to the PSA, as defined herein.
15. “Lease Agreement" means that lease agreement dated July 31, 2006 by and between
Gold's St. Louis, LLC and Scannell Properties #61, LLC.
16. "Shopping Center Lease" means the Amended and Restated Shopping Center Lease
agreement between RBR RE Holdings and Golds Gym dated August 31, 2018 and amended in
November of 2019.
17. “Premises” means 635 Gravois Road, Fenton, Missouri.
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
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18, “Assignment and Assumption" means that Assignment and Assumption of Leases
dated November 26, 2019 by and between RBR RE Holdings and Gravois, LLC.
19. “Bankruptcy” means the Bankruptcy filed under Case No. 20-31318-hdh in the
United States Bankruptcy Court in the Northern District of Texas by Gold's Gym.
20. "Broker" means Aaron Johnson, including, but not limited to, his affiliates,
representatives, agents, attorneys or principals, including but not limited to, Holliday Fenoglio
Fowler L.P. or Jones, Lang, LaSalle Incorporated or any of their affiliates.
21. "Gold's Gym" means Gold's Gym International, Inc., its present and former
employees, attorneys, representatives, parents, subsidiarics and all other persons or entities
controlled by or acting in its behalf.
22. "Document" means the originals and each non-identical copy or reproduction of any
written or recorded matter in your possession, custody or control, or the custody or control of your
servants, employees, attorneys or other agents or any other person or entity acting on your behalf --
whether printed, recorded, reproduced by any process, or written or produced by hand. This
definition includes all handwritten, typewritten, printed, photocopied, photographic or recorded
matter, and includes pictures, photographs, diagrams, sound recordings, films, tapes, and
information stored in, or accessible through, computer or other information storage or retrieval
systems, including emails, text messages and instant messages, together with the codes and/or
programming instructions and other materials necessary to understand and use such systems.
23. "Relating to" means embodying, pertaining, concerning, involving, constituting,
commenting upon, comprising, reflecting, discussing, evidencing, mentioning, referring to,
consisting of, responding to, supporting or controverting a contention, or having any logical or
factual connection whatsoever with the subject matter in question.
24. "Communications" means any contact or act by which any information is
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
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transmitted or conveyed between two or more persons, and shall include, without limitation, written
contact by such means as letters, memoranda, telegrams, telexes, electronically transmitted messages,
emails, text message, or by any Document, and any oral contact by such means as face to face
meetings or conversations and telephone conversations which are transcribed, notated or in any
other manner memorialized in written, typed or recorded form.
25. "Including" means “including but not limited to", and is not restrictive or limiting.
26. "Identify" or any form of that word as used herein in connection with a document
means to state:
@) the name, date and subject of the document;
() the type of document (¢g,, letter, memorandum, note, report);
© the identity of the author and all recipients of the document;
@) the identity of the custodian or possessor of the document or a copy thercof;
and
© the location of the document or a copy thereof.
27, "Identify" or any form of that word as used herein with respect to a person, if the
person is an individual, means to state:
@) the name;
) the present employer, if known; and
© the present address and telephone number or, if unknown, the last known
address and telephone number and last known employer of such person.
28. "Identify" or any form of that word, as used hercin with respect to a person, if the
person is a corporation, partnership or other legal entity, means to:
@) state the name;
() identify that state of legal formation and current existence;
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
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© identify all officers, directors, partners and/or principals; and
@) state the address of the entity's principal place of business.
Il. I ONS FOR Di (T REQUESTS
1 Defendants’ responses to these Requests must be served, including the production of
documents, within thirty (30) days from the date you are served at the following address, during
normal business hours:
KANE RUSSELL COLEMAN LOGAN PC
Attn: Robert N. LeMay
901 Main Street, Suite 5200
Dallas, Texas 75202
2. In producing documents, you are to produce all documents in your possession,
custody, or control, regardless of whether such documents are directly in your possession, custody,
or control, or in the possession, custody, or control of your attorneys, agents, representatives, or any
other persons acting or purporting to act on your behalf or under your direction or control. These
Requests shall be treated as seeking any and all information within the care, custody or control of
Defendants.
3 Where you are asked to identify or describe a document and the document is in a
paper formar, state the date of the document, identify any persons that authored the document,
identify any recipients of the document, and identify all custodians of any copy of the document.
4. All responsive material and documents should be produced in native format and
converted into single page searchable Tagged Image File Format (TIFF), unless otherwise specified.
All metadata associated with the responsive material and documents shall be maintained. For
material documents that cannot be converted into TIFF, notify requesting party of the intended
form of production that is either reasonably usable or as it is ordinarily kept. All Data responsive to
the requests below shall be provided via CD, DVD, or Floppy Disk in user readable format Crxt or
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
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similar file types), or as otherwise agreed in a supplemental writing by the parties. For any
electronically stored information produced:
a. Searchable Database Files: Provide document images and database load files that
are in a format suitable for direct input into Reveal database programs. The
database files shall have the following minimum characteristics:
1 Images: Images will be delivered in Group IV Single Page TIFF images,
scanned at 300 dpi or more. Each imaged page will be branded with a
unique sequential number consisting of an alpha prefix and numeric digits
("Bates Number’);
Document Breaks: Physical document boundaries will be captured during
scanning and the load file will reflect those document boundaries. A
document break will indicate where folders, redwells, binders, clips, rubber
bands, staples, etc. originally appeared;
iii. OCR DATA: Document OCR will be performed. OCR will be provided
on a document level. There will be one OCR text file per document,
named the same as that document's beginning bates number. The OCR
text file for a document should reside in the same location (file directory)
as the images for that document. The OCR file associated with any
redacted document may exclude the redacted text.
b. Document Index: For each document production, you shall provide both a paper
copy index and a matching tab delimited text file containing the following values
for each document:
i. Beginning bates number;
ii, Ending bates number;
SuBpOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
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iii, The document's custodian; and
iv. The document's physical location before scanning.
5 When you are asked to identify or describe a document and the document is in an
electronic or digital format, identify the format of the document, the system or media in which the
document is maintained, and identify all personnel with access to that system or media.
6 Tf you assert any privilege or protection as trial-preparation material as a ground for
failing to produce documents responsive to any Request, you shall respond to that part of each such
Request that, in your view, does not seek allegedly privileged or otherwise protected information or
communications. For cach document, or portion thercof, responsive to a Request for which you
claim a privilege or other protection, you shall describe the factual basis for such claim in sufficient
detail to permit adjudication of the validity of that claim, including without limitation, the following
information:
an identification or description of the document withheld;
the name, title and job description of each person who has received or utilized
the document;
¢, a description of the subject matter of the document; and
d, the nature of the privilege or other protection claimed
7. If any document is not or cannot be produced in full, you are to produce the
document to the extent possible, indicating which portion of such document is not or cannot be
produced and the reason.
8 In producing documents, you are to produce an exact copy of the original together
with all non-identical copies and drafts of such documents. Each document shall be bound, stapled,
or otherwise organized in the same manner as the original. Documents attached to each other shall
not be separated.
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
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9, If any requested documents have been lost, destroyed, or are otherwise no longer in
your possession, custody, or control, such documents or material shall be identified as completely as
possible.
10. The Requests are continuing in nature. If additional information is obtained or
becomes available, you have a duty to supplement any response to the Requests as necessary.
11. The time frame for these requests is January 1, 2018 through the present unless
otherwise specified.
Il. RE! FOR TIO)
REQUEST NO. 1: All Documents evidencing or reflecting Brian Zelman's employment from
2018 through the present including but not limited to employment agreements, W-9 forms, W-4
forms, salary pay checks, statements of scope of work or job responsibilities, employce
acknowledgments of employment policies and retention, engagement or employment letters. (any
confidential or private personal information to or from Zclman should be redacted and is not
requested to be produced).
RESPONSE:
'UEST NO. 2: All Documents evidencing or reflecting Brian Zclman's scope of employment
or scope of responsibilities including but not limited to organization charts, reporting requirements,
statements of authority, business cards, descriptions of title or office or job descriptions.
RESPONSE:
REQUEST NO. 3:All Documents evidencing or reflecting Brian Zelman's scope of employment
or scope of responsibilities including but not limited to organization charts, reporting requirements,
statements of authority, business cards, descriptions of title or office or job descriptions.
RESPONSE:
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
Page 11 of 14 1022162 (72208.00006.000)
REQUEST NO. 4: All invoices or other requests for payment, compensation or reimbursement
from TRT Equity Advisors, LLC to TRT Holdings, Omni Hotel Management Corporation or RBR
Holdings for services rendered in whole or in part by Brian Zelman during 2018 and 2019 as
specified in Section 5 or otherwise of the Consulting Agreement.
RESPONSE:
REQUEST NO. 5: All invoices or other requests for payment, compensation or reimbursement
from TRT Equity Advisors, LLC to TRT Holdings, Omni Hotel Management Corporation or RBR
Holdings for reimbursable costs associated in whole or in part with the services rendered by Brian
Zelman during 2018 and 2019 as specified in Section 5 or otherwise of the Consulting Agreement.
RESPONSE:
REQUEST
NO. 6: For the years 2018 and 2019, all documents showing allocations of costs
related to equipment and property used in conjunction with services provided by TRT Equity
Advisors, LLC to TRT Holdings, Omni Hotel Management Corporation or RBR Holdings, or
payment for the same, including but not limited to spreadsheets, ledgers, and accounting documents.
RESPONSE:
REQUEST NO. 7: Any documents including IT records reflecting or evidencing the dates Brian
Zclman was issued a TRTHoldings.com email address.
RESPONSE:
REQUEST NO. 8: Any and all evidence of promotion, pay raises, or other employment status
changes of Brian Zelman during 2018 and 2019 (any confidential or personal information to or from
Zelman should be redacted and is not requested to be produced).
RESPONSE:
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
Page 12 of 14 1022162 (72208.00006.000)
REQUEST NO. 9: Any W-9 and/or W-4 forms sufficiently reflecting the employment of Brian
Zelman during 2018 and 2019 (any confidential or personal information to or from Zelman should
be redacted and is not requested to be produced).
RESPONSE:
REQUEST
NO. 10: Copies of business cards and promotional or biographical materials used by or
for Brian Zclman to conduct business as a representative of Omni Hotel Management Corporation
in 2018 and 2019.
RESPONSE:
REQUEST NO. 11; Any pay checks sufficiently reflecting the employment of Brian Zelman by ,
Omni Hotel Management Corporation or any of its subsidiaries or affiliates during 2018 and 2019
{any confidential or personal information to or from Zelman should be redacted and is not
requested to be produced).
RESPONSE
REQUEST NO. 12: Any lists or compilations of the names of employees in executive or
management positions at Omni Hotel Management Corporation from 2018- 2020.
RESPONSE:
REQUEST NO. 13: Any lists or compilations of the names of employees in executive or
management positions at TRT Equity Advisors, LLC from 2018- 2020.
RESPONSE:
REQUEST NO. 14; Any lists or compilations of the names of employees in executive or
management positions at RBR Holdings from 2018- 2020.
RESPONSE:
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
Page 13 of 14 1022162 (72208.00006.000)
REQUEST
NO. i5: Any lists or compilations of the names of employees in executive or
management positions at TRT Holdings from 2018- 2020.
RESPONSE:
REQUEST NO. 16; Any and all correspondence between Brian Zelman and Cliff Fielden
regarding the Shopping Center Lease, the Premises or the PSA from 2017 until the present.
RESPONSE:
SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION
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Preview
FILED 8/9/2023 1:54 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Janieshia Reed DEPUTY AFFIDAVIT OF SERVICE State of Texas County of Dallas 44th Judicial District Court Case Number: DC-21-11406 Plaintiffs: MILTON 635 GRAVOIS ROAD LLC, 635 GRAVOIS ROAD LEASING LLC, and 635 GRAVOIS ROAD REAL ESTATE LLC vs. Defendants: TRT HOLDINGS, INC., RBR REAL ESTATE HOLDINGS, LLC, BRIAN ZELMAN, and ADAM ZEITSIFF Received these papers on the 4th day of August, 2023 at 4:00 pm to be served on Custodian of Records for OMNI HOTEL MANAGEMENT CORPORATION care of its Registered Agent, CORPORATION SERVICE COMPANY, 211 E. 7th Street, Suite 620, Austin, Travis County, TX 78701. |, Scott L Thomas, being duly sworn, depose and say that on the 7th day of August, 2023 at 11:27 am, I: hand-delivered a true copy of this Subpoena Duces Tecum te Non-Party Omni Hotel Management Corporation with Exhibit "A" and the $1.00 witness tender, to Custodian of Records for OMNI HOTEL MANAGEMENT CORPORATION care of its Registered Agent, CORPORATION SERVICE COMPANY by and through its authorized agent, KANEISHA GROSS, at the address of: 211 E. 7th Street, Suite 620, Austin, Travis County, TX 78701, having first endorsed upon such copy of such process the date of delivery. | certify that | am approved by the Judicial Branch Certification Commission, Misc. Docket No. 05-9122 under rule 103, 501, and 501.2 of the TRCP to deliver citations and other notices from any District, County and Justice Courts in and for the State of Texas. | am competent to make this oath; | am not less than 18 years of age, | am not a party to the above-referenced cause, | have not been convicted of a felony or a crime of moral turpitude, and | am not interested in the outcome of the above-referenced cause. Subscribed and Sworn to before me on the 7th day of August, 2023 by the affiant who is personally known to Scott L Thomas me. PSC # 1224, Exp. 7/31/2024 Our Job Serial Number: THP-2023004935 Ref: 2160281 / 282 NOTARY PUBLIC oy Ye a Helen My B: roussard sion Expires, aA ‘ee 30429927 PR Copyright © 1992-2023 DreamBuilt Software, Inc. - Process Server's Toolbox VB 2r ULAR A CAUSE NO. DC-21-11406 MILTON 635 GRAVOIS ROAD LLC, IN THE DISTRICT COURT 635 GRAVOIS ROAD LEASING LLC, and 635 GRAVOIS ROAD REAL ESTATE LLC, Plaintiffs, v. 44TH JUDICIAL DISTRICT TRT HOLDINGS, INC., RBR REAL ESTATE HOLDINGS, LLC, BRIAN ZELMAN, and ADAM ZEITSIFF, Defendants. DALLAS COUNTY, TEXAS NA DUCES .CUM TO NO |-PA, ENT CORPORATION THE STATE OF TEXAS ISSUED ON JULY 14, 2023 TO CUSTODIAN OF RECORDS FOR: CUSTODIAN OF RECORDS c/o CORPORATION SERVICE COMPANY, 211 E 17™ STREET, SUITE 620, AUSTIN, TEXAS 78701 TO ANY SHERIFF OR CONSTABLE OF THE STATE OF TEXAS OR OTHER PERSON AUTHORIZED TO SERVE AND EXECUTE SUBPOENAS AS PROVIDED IN TEXAS RULE OF CIVIL PROCEDURE 176. YOU ARE HEREBY COMMANDED to produce and permit inspection and copying of the original or an exact duplicate of the original of the documents or tangible things described in Exhibit A, attached hereto, that are in your possession, custody, or control on or before August 14, 2023. These documents shall be provided for inspection and/or produced electronically to Robert N. LeMay, Esq. at rlema: , Or, alternatively, at the offices of Kane Russell Coleman Logan, PC, 901 Main Street, Suite 5200, Dallas, Texas 75202. Pursuant to Texas Civil Practice and Remedies Code §22.004, payment in the amount of $1.00 is also included with this subpoena. Additional payment for the reasonable costs of reproducing these documents will be paid at the time of production. FAILURE BY ANY PERSON WITHOUT ADEQUATE EXCUSE TO OBEY A SUBPOENA SERVED UPON THAT PERSON MAY BE DEEMED IN CONTEMPT OF THE COURT FROM WHICH THE SUBPOENA IS ISSUED OR A DISTRICT SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 1 of 14 1022162 (72208.00006.000) COURT IN THE COUNTY IN WHICH THE SUBPOENA IS SERVED, AND MAY BE PUNISHED BY FINE OR CONFINEMENT, OR BOTH. This subpoena was issued at the request of Plaintiffs whose attorney of record is: Robert N. LeMay State Bar No, 12188750 tlemay@krel.com 901 Main St., Ste. 5200 Dallas, Texas 75202 Telephone: (214) 777-4200 Facsimile: (214) 777-4299 Lsl Robert N. LeMay Robert N. LeMay SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 2 of 14 1022162 {72208.00006.000) OFFICER’S RETURN I hereby state that on this day of July, 2023, I delivered a true and correct copy hereof, along with all fees required by law, to the within named witness by serving Returned this day of July, 2023. Officer’s Signature IETURN / AEFIDAVIT 1 f rm OOF /! Au D SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 3 of 14 1022162 (72208.00006.000) EXHIBITA 1 DEFINITIONS 1 “You", "Your" or “Omni” means Omni Hotel Management Corporation its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 2. "TRT Holdings" means Defendant TRT Holdings, Inc., its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 3. "Gravois LLC” means Plaintiff Milton 635 Gravois Road LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 4. "635 Gravois Road Leasing" means Plaintiff 635 Gravois Road Leasing LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 5 "635 Gravois Road RE" means 635 Gravois Road Real Estate LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 6. "RBR Holdings" means RBR Real Estate Holdings, LLC, its present and former employces, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. a “TRT Equity” means TRT Equity Advisors LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 4 of 14 1022162 (72208.00006.000) 8 “Zelman" means Brian Zelman, his present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on his behalf. 9. "Zeitsiff' means Adam Zeitsiff, his present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on his behalf. 10. "Plaintiffs" means Gravois LLC, 635 Gravois Road Leasing, and 635 Gravois Road RE, including, but not limited to, their brokers, affiliates, representatives, agents, principals or attorncys, including but not limited to Lecton Real Estate, Inc., Mark Sher, Michael Shabsels, Mark Graham or Mark Cohen. 11. “Defendants” means TRT Holdings, RBR RE Holdings, Zelman, and Zeitsiff, including, but not limited to, their brokers, affiliates, representatives, agents or attorneys. 12, “Tenant” means Gold's St. Louis, LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 13, "PSA" means the Agreement of Purchase and Sale by and between Leeton Real Estate, Inc. and RBR RE Holdings. 14, "Amendment" means any and all amendments to the PSA, as defined herein. 15. “Lease Agreement" means that lease agreement dated July 31, 2006 by and between Gold's St. Louis, LLC and Scannell Properties #61, LLC. 16. "Shopping Center Lease" means the Amended and Restated Shopping Center Lease agreement between RBR RE Holdings and Golds Gym dated August 31, 2018 and amended in November of 2019. 17. “Premises” means 635 Gravois Road, Fenton, Missouri. SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 5 of 14 1022162 (72208.00006.600) 18, “Assignment and Assumption" means that Assignment and Assumption of Leases dated November 26, 2019 by and between RBR RE Holdings and Gravois, LLC. 19. “Bankruptcy” means the Bankruptcy filed under Case No. 20-31318-hdh in the United States Bankruptcy Court in the Northern District of Texas by Gold's Gym. 20. "Broker" means Aaron Johnson, including, but not limited to, his affiliates, representatives, agents, attorneys or principals, including but not limited to, Holliday Fenoglio Fowler L.P. or Jones, Lang, LaSalle Incorporated or any of their affiliates. 21. "Gold's Gym" means Gold's Gym International, Inc., its present and former employees, attorneys, representatives, parents, subsidiarics and all other persons or entities controlled by or acting in its behalf. 22. "Document" means the originals and each non-identical copy or reproduction of any written or recorded matter in your possession, custody or control, or the custody or control of your servants, employees, attorneys or other agents or any other person or entity acting on your behalf -- whether printed, recorded, reproduced by any process, or written or produced by hand. This definition includes all handwritten, typewritten, printed, photocopied, photographic or recorded matter, and includes pictures, photographs, diagrams, sound recordings, films, tapes, and information stored in, or accessible through, computer or other information storage or retrieval systems, including emails, text messages and instant messages, together with the codes and/or programming instructions and other materials necessary to understand and use such systems. 23. "Relating to" means embodying, pertaining, concerning, involving, constituting, commenting upon, comprising, reflecting, discussing, evidencing, mentioning, referring to, consisting of, responding to, supporting or controverting a contention, or having any logical or factual connection whatsoever with the subject matter in question. 24. "Communications" means any contact or act by which any information is SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 6 of 14 1022162 (72208.00006.000) transmitted or conveyed between two or more persons, and shall include, without limitation, written contact by such means as letters, memoranda, telegrams, telexes, electronically transmitted messages, emails, text message, or by any Document, and any oral contact by such means as face to face meetings or conversations and telephone conversations which are transcribed, notated or in any other manner memorialized in written, typed or recorded form. 25. "Including" means “including but not limited to", and is not restrictive or limiting. 26. "Identify" or any form of that word as used herein in connection with a document means to state: @) the name, date and subject of the document; () the type of document (¢g,, letter, memorandum, note, report); © the identity of the author and all recipients of the document; @) the identity of the custodian or possessor of the document or a copy thercof; and © the location of the document or a copy thereof. 27, "Identify" or any form of that word as used herein with respect to a person, if the person is an individual, means to state: @) the name; ) the present employer, if known; and © the present address and telephone number or, if unknown, the last known address and telephone number and last known employer of such person. 28. "Identify" or any form of that word, as used hercin with respect to a person, if the person is a corporation, partnership or other legal entity, means to: @) state the name; () identify that state of legal formation and current existence; SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 7 of 14 1022162 (72208,00006.000) © identify all officers, directors, partners and/or principals; and @) state the address of the entity's principal place of business. Il. I ONS FOR Di (T REQUESTS 1 Defendants’ responses to these Requests must be served, including the production of documents, within thirty (30) days from the date you are served at the following address, during normal business hours: KANE RUSSELL COLEMAN LOGAN PC Attn: Robert N. LeMay 901 Main Street, Suite 5200 Dallas, Texas 75202 2. In producing documents, you are to produce all documents in your possession, custody, or control, regardless of whether such documents are directly in your possession, custody, or control, or in the possession, custody, or control of your attorneys, agents, representatives, or any other persons acting or purporting to act on your behalf or under your direction or control. These Requests shall be treated as seeking any and all information within the care, custody or control of Defendants. 3 Where you are asked to identify or describe a document and the document is in a paper formar, state the date of the document, identify any persons that authored the document, identify any recipients of the document, and identify all custodians of any copy of the document. 4. All responsive material and documents should be produced in native format and converted into single page searchable Tagged Image File Format (TIFF), unless otherwise specified. All metadata associated with the responsive material and documents shall be maintained. For material documents that cannot be converted into TIFF, notify requesting party of the intended form of production that is either reasonably usable or as it is ordinarily kept. All Data responsive to the requests below shall be provided via CD, DVD, or Floppy Disk in user readable format Crxt or SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 8 of 14 1022162 (72208.00006.000) similar file types), or as otherwise agreed in a supplemental writing by the parties. For any electronically stored information produced: a. Searchable Database Files: Provide document images and database load files that are in a format suitable for direct input into Reveal database programs. The database files shall have the following minimum characteristics: 1 Images: Images will be delivered in Group IV Single Page TIFF images, scanned at 300 dpi or more. Each imaged page will be branded with a unique sequential number consisting of an alpha prefix and numeric digits ("Bates Number’); Document Breaks: Physical document boundaries will be captured during scanning and the load file will reflect those document boundaries. A document break will indicate where folders, redwells, binders, clips, rubber bands, staples, etc. originally appeared; iii. OCR DATA: Document OCR will be performed. OCR will be provided on a document level. There will be one OCR text file per document, named the same as that document's beginning bates number. The OCR text file for a document should reside in the same location (file directory) as the images for that document. The OCR file associated with any redacted document may exclude the redacted text. b. Document Index: For each document production, you shall provide both a paper copy index and a matching tab delimited text file containing the following values for each document: i. Beginning bates number; ii, Ending bates number; SuBpOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 9 of 14 1022162 (72208.00006.000) iii, The document's custodian; and iv. The document's physical location before scanning. 5 When you are asked to identify or describe a document and the document is in an electronic or digital format, identify the format of the document, the system or media in which the document is maintained, and identify all personnel with access to that system or media. 6 Tf you assert any privilege or protection as trial-preparation material as a ground for failing to produce documents responsive to any Request, you shall respond to that part of each such Request that, in your view, does not seek allegedly privileged or otherwise protected information or communications. For cach document, or portion thercof, responsive to a Request for which you claim a privilege or other protection, you shall describe the factual basis for such claim in sufficient detail to permit adjudication of the validity of that claim, including without limitation, the following information: an identification or description of the document withheld; the name, title and job description of each person who has received or utilized the document; ¢, a description of the subject matter of the document; and d, the nature of the privilege or other protection claimed 7. If any document is not or cannot be produced in full, you are to produce the document to the extent possible, indicating which portion of such document is not or cannot be produced and the reason. 8 In producing documents, you are to produce an exact copy of the original together with all non-identical copies and drafts of such documents. Each document shall be bound, stapled, or otherwise organized in the same manner as the original. Documents attached to each other shall not be separated. SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 10 of 14 1022162 (72208.00006.000) 9, If any requested documents have been lost, destroyed, or are otherwise no longer in your possession, custody, or control, such documents or material shall be identified as completely as possible. 10. The Requests are continuing in nature. If additional information is obtained or becomes available, you have a duty to supplement any response to the Requests as necessary. 11. The time frame for these requests is January 1, 2018 through the present unless otherwise specified. Il. RE! FOR TIO) REQUEST NO. 1: All Documents evidencing or reflecting Brian Zelman's employment from 2018 through the present including but not limited to employment agreements, W-9 forms, W-4 forms, salary pay checks, statements of scope of work or job responsibilities, employce acknowledgments of employment policies and retention, engagement or employment letters. (any confidential or private personal information to or from Zclman should be redacted and is not requested to be produced). RESPONSE: 'UEST NO. 2: All Documents evidencing or reflecting Brian Zclman's scope of employment or scope of responsibilities including but not limited to organization charts, reporting requirements, statements of authority, business cards, descriptions of title or office or job descriptions. RESPONSE: REQUEST NO. 3:All Documents evidencing or reflecting Brian Zelman's scope of employment or scope of responsibilities including but not limited to organization charts, reporting requirements, statements of authority, business cards, descriptions of title or office or job descriptions. RESPONSE: SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 11 of 14 1022162 (72208.00006.000) REQUEST NO. 4: All invoices or other requests for payment, compensation or reimbursement from TRT Equity Advisors, LLC to TRT Holdings, Omni Hotel Management Corporation or RBR Holdings for services rendered in whole or in part by Brian Zelman during 2018 and 2019 as specified in Section 5 or otherwise of the Consulting Agreement. RESPONSE: REQUEST NO. 5: All invoices or other requests for payment, compensation or reimbursement from TRT Equity Advisors, LLC to TRT Holdings, Omni Hotel Management Corporation or RBR Holdings for reimbursable costs associated in whole or in part with the services rendered by Brian Zelman during 2018 and 2019 as specified in Section 5 or otherwise of the Consulting Agreement. RESPONSE: REQUEST NO. 6: For the years 2018 and 2019, all documents showing allocations of costs related to equipment and property used in conjunction with services provided by TRT Equity Advisors, LLC to TRT Holdings, Omni Hotel Management Corporation or RBR Holdings, or payment for the same, including but not limited to spreadsheets, ledgers, and accounting documents. RESPONSE: REQUEST NO. 7: Any documents including IT records reflecting or evidencing the dates Brian Zclman was issued a TRTHoldings.com email address. RESPONSE: REQUEST NO. 8: Any and all evidence of promotion, pay raises, or other employment status changes of Brian Zelman during 2018 and 2019 (any confidential or personal information to or from Zelman should be redacted and is not requested to be produced). RESPONSE: SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 12 of 14 1022162 (72208.00006.000) REQUEST NO. 9: Any W-9 and/or W-4 forms sufficiently reflecting the employment of Brian Zelman during 2018 and 2019 (any confidential or personal information to or from Zelman should be redacted and is not requested to be produced). RESPONSE: REQUEST NO. 10: Copies of business cards and promotional or biographical materials used by or for Brian Zclman to conduct business as a representative of Omni Hotel Management Corporation in 2018 and 2019. RESPONSE: REQUEST NO. 11; Any pay checks sufficiently reflecting the employment of Brian Zelman by , Omni Hotel Management Corporation or any of its subsidiaries or affiliates during 2018 and 2019 {any confidential or personal information to or from Zelman should be redacted and is not requested to be produced). RESPONSE REQUEST NO. 12: Any lists or compilations of the names of employees in executive or management positions at Omni Hotel Management Corporation from 2018- 2020. RESPONSE: REQUEST NO. 13: Any lists or compilations of the names of employees in executive or management positions at TRT Equity Advisors, LLC from 2018- 2020. RESPONSE: REQUEST NO. 14; Any lists or compilations of the names of employees in executive or management positions at RBR Holdings from 2018- 2020. RESPONSE: SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 13 of 14 1022162 (72208.00006.000) REQUEST NO. i5: Any lists or compilations of the names of employees in executive or management positions at TRT Holdings from 2018- 2020. RESPONSE: REQUEST NO. 16; Any and all correspondence between Brian Zelman and Cliff Fielden regarding the Shopping Center Lease, the Premises or the PSA from 2017 until the present. RESPONSE: SUBPOENA DUCES TECUM TO NON-PARTY OMNI HOTEL MANAGEMENT CORPORATION Page 14 of 14 1022162 (72208.00006.000)