fourth judicial circuit in and for duval county, … · and in a letter, as more fully outlined in...

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1 CRAIG PHILLIPS, Plaintiff, v. LATITUDE 360, INC., a Florida Corporation and THE BROWNSTONE GROUP, LLC, a Florida Limited Liability Company, Defendants. IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY, FLORIDA Case No.: COMPLAINT COMES NOW the Plaintiff, Craig Phillips (PHILLIPS), by and through his undersigned counsel and files this Complaint against Defendants Latitude 360, Inc. (LATITUDE), a Florida corporation, and The Brownstone Group, LLC, (BROWNSTONE) a Florida Limited Liability Company, and states as follows: GENERAL ALLEGATIONS 1. This is an action to recover damages in an amount greater than $15,000.00. 2. The acts giving rise to this cause of action occurred in Duval County, Florida, and all monies were due and payable in Duval County, Florida. 3. Plaintiff, at all times material to the facts alleged herein, was a resident of Duval County, Florida. 4. Defendant LATITUDE is a Florida corporation organized and existing under the laws of the State of Florida, with its principal place of business in Duval County, Florida. LATITUDE was formally known as Latitude Global, Inc., which changed its name to Latitude 360, Inc. on January 22, 2014. 5. LATITUDE is, and at all relevant times to this action was, engaged in the business Filing # 19277865 Electronically Filed 10/10/2014 04:59:03 PM

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CRAIG PHILLIPS, Plaintiff, v. LATITUDE 360, INC., a Florida Corporation and THE BROWNSTONE GROUP, LLC, a Florida Limited Liability Company, Defendants.

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY, FLORIDA Case No.:

COMPLAINT

COMES NOW the Plaintiff, Craig Phillips (PHILLIPS), by and through his undersigned

counsel and files this Complaint against Defendants Latitude 360, Inc. (LATITUDE), a Florida

corporation, and The Brownstone Group, LLC, (BROWNSTONE) a Florida Limited Liability

Company, and states as follows:

GENERAL ALLEGATIONS

1. This is an action to recover damages in an amount greater than $15,000.00.

2. The acts giving rise to this cause of action occurred in Duval County, Florida, and

all monies were due and payable in Duval County, Florida.

3. Plaintiff, at all times material to the facts alleged herein, was a resident of Duval

County, Florida.

4. Defendant LATITUDE is a Florida corporation organized and existing under the

laws of the State of Florida, with its principal place of business in Duval County, Florida.

LATITUDE was formally known as Latitude Global, Inc., which changed its name to Latitude

360, Inc. on January 22, 2014.

5. LATITUDE is, and at all relevant times to this action was, engaged in the business

Filing # 19277865 Electronically Filed 10/10/2014 04:59:03 PM

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of developing and operating family entertainment centers (FECs) including arcades, bowling

centers, concert venues, cinemas and restaurants.

6. These FECs employed hundreds of people in the Jacksonville/Duval County area

and at various locations throughout the United States.

7. BROWNSTONE is a Florida limited liability company organized and existing

under the laws of the State of Florida, with its principal place of business in Duval County, Florida.

8. At the time the parties hereto entered into written contracts in connection with

PHILLIPS providing employment and consulting services to the Defendants, as more specifically

described below, BROWNSTONE and its majority owners were the majority shareholders of

LATITUDE with numerous subsidiaries engaged in the business of developing family

entertainment centers.

9. All conditions precedent to bringing this cause of action have occurred, have been

performed, or have been waived.

10. In the spring of 2012, after working as an outside consultant for LATITUDE,

PHILLIPS was approached by LATITUDE to join the company as its Chief Financial Officer

“CFO” as PHILLIPS had significant experience in similar sized companies along with 23 years of

finance, audit and accounting experience.

11. After a number of meetings and negotiations, PHILLIPS and LATITUDE entered

into a written employment agreement on October 23, 2012 with an effective date of June 16, 2012,

a copy of which is attached hereto as Exhibit “A” (hereinafter the “Employment Agreement”).

12. Under the Employment Agreement, PHILLIPS was hired as LATITUDE’s Chief

Financial Officer. As part of his employment, PHILLIPS was to perform many of the traditional

work functions of a CFO with decision making authority and responsibilities of a typical CFO of a

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company that intended to solicit large sums of money for private placement memorandums and

eventually raise capital in the public markets as a publicly traded company, except that PHILLIPS’

employment by LATITUDE excluded several key functions including, but not limited to, direct

communication with non-Board investors and potential investors, discussion of payment terms

with creditors, and any cash disbursement decisions and prioritization of such cash disbursements

as those were explicitly retained by Chief Executive Officer, “CEO” Brent Brown.

13. As part of PHILLIPS’ compensation under paragraph 3(a)(ii)(1) of the Employment

Agreement, he was to be paid an annual “Base salary” in the amount of $125,000, payable in semi-

monthly installments in accordance with LATITUDE’s normal payroll procedures, together with

two allotments of common stock of LATITUDE.

14. The Base Salary was increased to $150,000 pursuant to the terms of the

Employment Agreement on December 15, 2012.

15. The first allotment of stock, as provided in paragraph 3(c)(i) of the Employment

Agreement, obligated LATITUDE to issue 885,000 shares of its common stock to PHILLIPS on or

about October 23, 2012.

16. The second allotment of stock, as provided in paragraph 3(c)(ii) of the Employment

Agreement, obligated LATITUDE to issue option awards entitling PHILLIPS the right to purchase

442,900 shares of its common stock vesting during the first two years of PHILLIPS’ employment

for LATITUDE.

17. PHILLIPS and BROWNSTONE entered into a written Consulting Agreement on

October 23, 2012 with an effective date of June 16, 2012, a copy of which is attached hereto as

Exhibit “B” (hereinafter the “Consulting Agreement”).

18. The term of the Consulting Agreement was for one year, commencing June 16,

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2012 and ending on June 15, 2013, unless extended in writing for an additional 12 month period.

19. Under the terms of the Consulting Agreement, PHILLIPS was to provide “financial

record keeping” services and “CFO type duties” to BROWNSTONE, LATITUDE and

BROWNSTONE’s subsidiaries.

20. As part of PHILLIPS’ compensation under paragraph 4 of the Consulting

Agreement, he was to be paid a monthly Cash Fee in the amount of $2,083.33, “payable on the

first day of each month” and 5% of the ownership units of BROWNSTONE.

21. PHILLIPS executed the aforementioned contracts and accepted the employment

offers from LATITUDE and BROWNSTONE, relying on the promises contained in the

Employment Agreement and the Consulting Agreement, including timely compensation as

specifically set out in those contracts.

22. PHILLIPS commenced working for LATITUDE and BROWNSTONE as required

under both the Employment Agreement and the Consulting Agreement.

23. PHILLIPS performed his duties under both of the subject contracts faithfully, with

due diligence and in good faith as an executive of LATITUDE, and as a consultant for

BROWNSTONE, its subsidiaries and for the benefit of LATITUDE, of which BROWNSTONE

was the majority owner.

Latitude’s Financial Insolvency, Breaches of the Employment Agreement and Constructive Termination Without Cause

24. Almost immediately after PHILLIPS was hired, LATITUDE began to experience

great financial difficulties. The CEO, Brent Brown, was intent on growing the company and was

using all available cash to push LATITUDE’s growth agenda. This activity left the cash strapped

company with little resources to pay for regular operational expenses including salaries and taxes.

25. Specifically, LATITUDE’s Pittsburgh FEC had its grand opening in November

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2012, the Indianapolis FEC opened in December 2012 and the Chicago FEC was scheduled to

open before Christmas 2012, but never opened even though it employed a staff of up to 16 full

time managers and was in full construction mode when cash was available.

26. As PHILLIPS continued to inform Brown of the impact the critical cash shortage

was having on the company, Brown reiterated that he would continue to “handle” all of the cash

management responsibilities of both LATITUDE and BROWNSTONE in such a manner as to

keep the vendors, suppliers and employees of both on a minimum cash diet, stringing out payment

schedules to employees and creditors so as to be able to keep LATITUDE’s growth agenda

flowing.

27. In fact, Brown regularly moved money between LATITUDE and BROWNSTONE

without regard to the separate nature and ownership structure of the entities, based upon emergent

situations arising from day-to-day.

28. PHILLIPS was informed by the Company’s President and Board Member, Greg

Garson (“GARSON”), and its Audit Committee Chairman, that critical information was being

withheld from Phillips by Brown and others in the Company.

29. Brown’s actions made it increasingly difficult for PHILLIPS to do his job as

originally intended, but PHILLIPS was determined to honor his agreement as long as he could

reasonably and legally do so.

30. In the summer months of 2013, PHILLIPS became aware of employee and payroll

related tax liabilities of LATITUDE that were not being paid to the Internal Revenue Service (The

IRS).

31. During this period of time, PHILLIPS became aware of employee health insurance

premiums for which LATITUDE was liable and responsible to pay that were not being paid on

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time, and sometimes were never paid, including portions of employee monies that were deducted

from employee paychecks. This practice sometimes resulted in the cancellation of employee

health care coverage.

32. During this same period of time, PHILLIPS became aware, as part of his duties as

an executive of LATITUDE, that LATITUDE, through the efforts of its CEO Brown, was

attempting to raise substantial sums of money (at least one million dollars) in order to expand its

retail business with the intent of opening new FECs, with restrictions that such funds could not be

used to fund past due liabilities to its employees and the IRS, while on the other hand promising

PHILLIPS and many other unpaid employees that this new investment capital was being raised to

satisfy those and other past due obligations.

33. Additionally, PHILLIPS had reason to believe the liabilities for unpaid payroll

taxes to the IRS were not being disclosed to LATITUDE’s full Board of Directors.

34. Based upon his knowledge, work experience as a CFO, education and training,

PHILLIPS reasonably believed and communicated to Brown and Garson that the business

practices of LATITUDE in connection with reporting and payments to the IRS and certification of

financial records used in connection with raising capital (which is regulated by the Securities and

Exchange Commission) exposed him to potential civil and criminal liabilities in connection with

his official job function as CFO. In this regard, PHILLIPS ensured that payroll tax forms were

properly and timely filed, but Brown refused to remit the appropriate corresponding amounts due

to the IRS.

35. PHILLIPS brought these matters to the attention of Brown as concerns that must be

addressed in a responsible manner and in accord with sound and generally accepted business and

accounting principles, but Brown instructed PHILLIPS to let him handle those concerns.

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36. After repeatedly bringing the same issues to Brown for reconciliation and repair,

PHILLIPS had no choice but to bring the matter to the Board of Directors of LATITUDE in person

and in a letter, as more fully outlined in Exhibit “C” incorporated herein.

37. Soon after the Board of Directors meeting, PHILLIPS was told by GARSON that

notwithstanding PHILLIPS’ issues that, “nothing was going to change, as the company must

continue to show that it is trying to open new venues in order to continue to be able to raise new

investment capital”.

38. During this time, LATITUDE could no longer pay its bills in the regular course of

business, including the salaries of PHILLIPS and other employees.

39. As to PHILLIPS, LATITUDE issued six (6) salary paychecks in December 2012,

January 2013 and February 2013, for which Brown told PHILLIPS not to deposit, but to just

“hold” them until the company had sufficient funds (“the held checks”).

40. On February 27, 2013, Brown informed PHILLIPS he could deposit all of the held

checks. All of the held checks bounced, except one (“the bounced checks”). Funds for two of the

bounced checks were wired to PHILLIPS on March 4, 2013. Then funds for three of the bounced

checks were wired to PHILLIPS on March 25, 2013.

41. The delays in getting his salary paid, coupled with the ordeal of working for an

employer that serially could not meet payroll or properly manage spending, caused PHILLIPS and

his family substantial hardship, financially and emotionally, such that PHILLIPS began to feel

insecure in his employment.

42. Then, for the employment periods of March 3, 2013 until September 26, 2013,

LATITUDE issued PHILLIPS paychecks for which LATITUDE had insufficient bank funds.

43. During this period of time between March and September 2013, Brown demanded

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LATITUDE executives, including PHILLIPS, agree to hold their paychecks, required all corporate

employees to agree to defer payment of their salaries indefinitely until LATITUDE had sufficient

capital to pay the salaries (in Brown’s sole discretion) and to confirm their acceptance of this

deferment by email to Brown.

44. PHILLIPS refused to agree to any deferment of salary and other benefits, or to

acknowledge any deferment was proper or acceptable to him as demanded by Brown.

45. During this period of time, LATITUDE sporadically compensated PHILLIPS for

previously issued paychecks by wiring funds to PHILLIPS as much as 14 weeks after issuing the

insufficiently funded paycheck, but remained constantly in arrears by 3 to 5 paychecks.

46. This failure and/or refusal by LATITUDE to pay PHILLIPS at the end of each pay

period, in accordance with its normal payroll procedures, had the effect of stringing PHILLIPS

along as Brown and other LATITUDE Board members continuously and repetitively assured

PHILLIPS he would get caught up on his accrued paychecks.

47. Finally, on September 26, 2013, because PHILLIPS could no longer afford to take

on the risk associated with the past conduct of Brown and to work without valid paychecks,

PHILLIPS gave notice to LATITUDE (See Exhibit C) that he could no longer work under those

conditions.

48. Each failure to timely pay PHILLIPS was a breach of his Employment Agreement.

49. Collectively and aggregately, through its actions and inaction as set forth herein,

LATITUDE constructively terminated PHILLIPS’ Employment Agreement without cause.

50. At no time did LATITUDE assert that PHILLIPS failed to or improperly performed

any of his duties under the Employment Agreement.

51. After PHILLIPS resigned, he was forced to hire a lawyer to negotiate with

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LATITUDE in order to receive sufficient funds for the paychecks previously issued to him as bi-

weekly paychecks, but that were not “good” due to insufficient bank funds.

52. LATITUDE admitted PHILLIPS was due to be paid for all of the weeks PHILLIPS

worked at, and for, LATITUDE and BROWNSTONE, as represented by the unpaid paychecks

issued to PHILLIPS. Therefore, in December 2013, LATITUDE paid PHILLIPS for the

previously issued paychecks, and BROWNSTONE did not pay the full sums due on the Consulting

Agreement until May 2014.

53. In addition to the money PHILLIPS received in December 2013, because he was

constructively terminated without cause, paragraph 13(d) of the Employment Agreement requires

LATITUDE to pay PHILLIPS twelve (12) months of “Base Salary”, amounting to $150,000.

54. LATITUDE has refused to pay PHILLIPS the post termination Base Salary of

$150,000 as required.

55. LATITUDE has also refused to issue common shares of stock to PHILLIPS as

required in accord with the terms of the Employment Agreement under the provisions set forth in

paragraph 13(d).

Brownstone’s Breach of the Consulting Agreement

56. PHILLIPS completed all services required under the Consulting Agreement.

57. At no time did BROWNSTONE assert that PHILLIPS failed to perform, or

improperly performed, any of his duties under the Consulting Agreement.

58. BROWNSTONE breached the Consulting Agreement by failing to timely pay

PHILLIPS any of the monthly consulting fees when they were due according to the terms of the

Consulting Agreement. Months after the automatic termination of the Consulting Agreement,

BROWNSTONE ultimately paid PHILLIPS the monthly consulting fees as required, but only after

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litigation was threatened by PHILLIPS, through counsel, which caused economic damages to

PHILLIPS.

59. BROWNSTONE refuses to pay PHILLIPS 5% of its ownership units in accordance

with the terms of the Consulting Agreement. Accordingly, BROWNSTONE further breached the

Consulting Agreement by its failure to tender the aforementioned ownership units to PHILLIPS.

Reverse Merger In June 2014 And Effect on Claim

60. In June 2014, LATITUDE entered into a reverse merger with Kingdom Koncrete,

resulting in a stock split/adjustment for LATITUDE shareholders.

61. As a result, LATITUDE became a publicly traded company, and as part of that

transaction, CEO Brown also assumed the role of, and presently serves as, CFO for LATITUDE.

62. On information and belief, the number of shares owed to PHILLIPS under the

Employment Agreement would be adjusted to 2,412,574 based upon the reverse merger with

Kingdom Koncrete.

COUNT I - BREACH OF WRITTEN EMPLOYMENT AGREEMENT

63. PHILLIPS realleges and reincorporates paragraphs 1 through 55 and 60 through 62

above.

64. LATITUDE breached the Employment Agreement.

65. PHILLIPS has suffered damages in the amount of $150,000, plus the fair market

value of 865,500 shares (prorated) of common stock of LATITUDE.

66. The number of LATITUDE shares due to PHILLIPS increased to 2,412,574 based

upon the Kingdom Koncrete merger.

67. These damages are liquidated.

WHEREFORE, PHILLIPS demands judgment against the Defendant, LATITUDE 360,

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INC., together with interest, and costs, and further relief as this Court deems just and proper.

COUNT II – SPECIFIC PERFORMANCE OF STOCK TRANSFER PROVISIONS OF WRITTEN EMPLOYMENT AGREEMENT

68. PHILLIPS realleges and reincorporates paragraphs 1 through 55 and 60 through 62

above.

69. PHILLIPS is entitled to enforce the specific provisions of the Employment

Agreement relating to transfer of common shares of stock of Defendant, LATITUDE 360, INC.

70. Because common stock fluctuates in value, and because the stock in question was

restricted at the time the Employment Agreement required delivery of said common stock, the

value of the stock at the time it was to be tendered under the Employment Agreement is uncertain,

and incapable of precise determination by calculation and appraisal methodology.

71. Therefore PHILLIPS has no adequate remedy at law under the circumstances, and

equity requires an order of specific performance requiring LATITUDE 360, INC. to tender the

precise number of common shares set forth in the Employment Agreement, to wit: 865,500 shares

adjusted to 2,412,574 shares.

WHEREFORE, PHILLIPS demands an order of specific performance against LATITUDE

360, INC. requiring it to issue 2,412,574 shares of its common stock from its treasury to

PHILLIPS, together with interest, costs, and further relief as this Court deems just and proper.

COUNT III - BREACH OF WRITTEN CONSULTING AGREEMENT

72. PHILLIPS realleges and reincorporates paragraphs 1 through 59 above.

73. BROWNSTONE breached the Consulting Agreement.

74. PHILLIPS has suffered damages by said breach.

75. PHILLIPS’ monetary damages are the value of 5% of the value of all units of THE

BROWNSTONE GROUP, LLC, as of October 23, 2012.

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76. These damages are liquidated.

77. PHILLIPS has retained undersigned counsel to prosecute this claim and has agreed

to pay a reasonable fee in connection with the legal services to be provided in this action.

78. PHILLIPS is entitled to recover his attorneys’ fees for bringing this action as set

forth in the Consulting Agreement.

WHEREFORE, PHILLIPS demands judgment against the Defendant, THE

BROWNSTONE GROUP, LLC, together with interest, costs and reasonable attorney’s fees per

the Consulting Agreement, and further relief as this Court deems just and proper.

COUNT IV – SPECIFIC PERFORMANCE OF UNIT TRANSFER PROVISIONS OF WRITTEN CONSULTING AGREEMENT

79. PHILLIPS realleges and reincorporates paragraphs 1 through 59 above.

80. PHILLIPS is entitled to enforce the specific provisions of the Consulting

Agreement relating to transfer of 5% of the value of all units of THE BROWNSTONE GROUP,

LLC as of October 23, 2012.

81. Because units of a limited liability company fluctuate in value, the value of the

units at issue herein at the time they were to be tendered under the Consulting Agreement is

uncertain and incapable of precise determination by calculation and appraisal methodology.

82. Therefore PHILLIPS has no adequate remedy at law under the circumstances, and

equity requires an order of specific performance requiring THE BROWNSTONE GROUP, LLC to

tender the precise number of units equivalent to 5% of all units of THE BROWNSTONE

GROUP, LLC, as of October 23, 2012 as set forth in the Consulting Agreement.

83. PHILLIPS has retained undersigned counsel to prosecute this claim and has agreed

to pay a reasonable fee in connection with the legal services to be provided in this action.

84. PHILLIPS is entitled to recover his attorneys’ fees for bringing this action as set

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forth in the Consulting Agreement.

WHEREFORE, PHILLIPS demands an order of specific performance against THE

BROWNSTONE GROUP, LLC requiring it to issue 5% of its Units from its treasury to

PHILLIPS, together with interest, costs and reasonable attorney’s fees pursuant to the Consulting

Agreement, and further relief as this Court deems just and proper.

DEMAND FOR JURY TRIAL

PHILLIPS hereby demands a jury trial as to all claims for which a trial is conducted.

Dated: October 10, 2014.

/s Guy Bennett Rubin GUY BENNETT RUBIN, ESQ.

Florida Bar No. 691305 RUBIN & RUBIN PO Box 395 Stuart, FL 34995 (772) 283-2004 (772) 283-2009 Facsimile Primary Email: [email protected] Secondary Email: [email protected]

I. MARK RUBIN, ESQ.

Florida Bar No. 436658 RUBIN & RUBIN, P.A. PO Box 550-737 Jacksonville, FL 32255 (904) 396-7711 (904) 212-0136 Facsimile Primary Email: [email protected] Secondary Email: [email protected]

wendy.mowery
Exhibit A

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "Agreement") is dated , 2012, effective as of June 16, 2012, (the "Effective Date") by and among Craig Phillips (the "Consultant") and The Brownstone Group, LLC, a Florida limited liability company (the "Company").

WHEREAS, the Company is in the business of Real Estate Development, Private Equity, and the majority shareholder of Latitude Global, Inc., a Florida corporation ("LG") with numerous subsidiaries engaged in the business of developing family entertainment centers, which is a facility with the following components: arcade, bowling, live theater, and cinema, among others ("FECs"), in various locations and engages in other activities in connection with the foregoing (collectively, the "Business").

WHEREAS, the Company desires to retain the Consultant, effective as of the date first written above, to, among other things, provide certain consulting advisory services to the Company as more fully described herein; and

WHEREAS, the Consultant desires to be so retained and to provide such consulting advisory services to the Company as more fully described herein.

NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties, covenants, agreements and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties hereto agree as follows:

1. Certain Defined Terms. Unless otherwise defined herein or the context otherwise requires, the terms defined in this Section shall have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

"Business Day" shall mean a calendar day other than Saturday, Sunday or other day on which banking institutions in Duval County, Florida are not required to be open.

"Confidential Information" shall mean any and all information pertaining to the Company, LG and the Business, whether such information is in written form or communicated orally, visually or otherwise, that is proprietary, non-public or relates to any trade secret, including, but not limited to, (i) information, observations and data obtained by the Consultant while employed by the Company concerning LG and/or the Business, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers, suppliers, clients and customer, supplier and client lists, (xiii) other copyrightable works, (xiv) marketing plans and trade secrets, and (xv) all similar and related information in whatever form. Notwithstanding the foregoing, "Confidential Information" shall not include information that (i) is or becomes

BOC 37,014,452.5

wendy.mowery
Exhibit B

generally available to, or known by, Consultant or the public through no fault or action of the Consultant, or (ii) is independently acquired or developed by the Consultant without violating any of his obligations under this Agreement.

"Persons" shall mean all natural persons, corporations, business trusts, associatiOns, limited liability companies, companies, partnerships, joint ventures, governmental entities and any other entities or other organizations or associations.

2. Services. The Company hereby retains the Consultant during the term specified to render consulting advice to the Company relating to financial record keeping and CFO type dities and such other advice that the Company may reasonably request (the "Services") upon the terms and conditions as set forth herein.

3. Term. The term of this Agreement shall be for a period of twelve (12) months commencing from the date of this Agreement, unless extended for an additional twelve (12) months by mutual written agreement of the Company and the Consultant (such period, including any extension thereof, the "Engagement Period").

4. Compensation. As compensation in exchange for the Services, the Consultant shall receive:

(a) Cash Fee. A cash fee in the amount of Two Thousand Eighty Three Dollars and 331100 ($2,083.33) per month, payable on the first of each month; and

(b) Equity Grant. A one-time grant of Units (as defined in the Operating Agreement of the Company dated September 13, 2010 (the "Operating Agreement")) of the Company equal to a Percentage Interest (as defined in the Operating Agreement) of five percent (5%) (the "Unit Grant").

(c) Future Equity Grant. The Company may also grant the Consultant equity in the Company upon such terms and conditions as may be agreed to by the parties and reflected in an amendment to this Agreement executed by both parties.

5. Covenant Not to Solicit.

(a) No Solicitation. The Consultant shall not, during the Engagement Period and the twenty four (24) month period following the Engagement Period (the "Restriction Period") directly or indirectly, solicit, entice, persuade, induce or cause any employee, officer, manager, director, consultant, agent or independent contractor of the Company or LG to terminate his, her or its employment, consultancy or other engagement by the Company or LG to become employed by or engaged by any Person other than the Company or LG, as the case may be, or approach any such employee, officer, manager, director, consultant, agent or independent contractor for any of the foregoing purposes, or authorize or assist in the taking of any of such actions by any Person.

(b) Prohibited Actions. The Consultant shall not, during the Restriction Period, directly or indirectly, solicit, entice, persuade, induce or cause:

2 BOG 37,014,452.5

(i) any Person who either was a customer of the Company or LG at any time during the Engagement Period or is a customer of the Company or LG at any time during the Restriction Period; or

(ii) any lessee, vendor or supplier to, or any other Person who had or has a business relationship with, the Company or LG at any time during the Engagement Period or the Restriction Period;

(the Persons referred to in items (i) and (ii) above, collectively, the "Prohibited Persons") to enter into a business relationship with any other Person for the same or similar services, activities or goods that any such Prohibited Person purchased from, was engaged in with or provided to, the Company or LG or to reduce or terminate such Prohibited Person's business relationship with the Company or LG; and the Consultant shall not, directly or indirectly, approach any such Prohibited Person for any such purpose, or authorize or assist in the taking of any of such actions by any Person.

(c) Terms. For purposes ofthis Section, the terms "employee", "consultant", "agent", and "independent contractor" shall include any Persons with such status at any time during the six (6) months preceding any solicitation in question.

6. Non-Competition.

(a) Restrictions. Except as otherwise provided in this Agreement, during the Engagement Period and the Restriction Period, the Consultant shall not, anywhere within the Restricted Territory, as hereinafter defined, directly or indirectly, alone or in association with any other Person, directly or indirectly, (i) acquire, or own in any manner, any interest in any Person that engages in the Business or that engages in any business, activity or enterprise that competes with the Business (for purposes of clarity, specifically other FECs); or (ii) be interested in (whether as an owner, director, officer, partner, member, lender, shareholder, vendor, consultant, employee, advisor, agent, independent contractor or otherwise), or otherwise participate in the management or operation of, any Person that engages in any business, activity or enterprise that competes with the Business (for purposes of clarity, specifically other FECs). For purposes hereof, Restricted Territory shall mean the entire geographic area of the United States.

(b) Investments. Nothing in this Agreement shall prohibit the Consultant from making any investments in the securities of any entity or business enterprise; provided, however, that during the Engagement Period, the Consultant shall not make any investments (other than "passive investments" as defined below) in the securities of any entity or business enterprise which engages in a business that competes directly with the Business. An investment shall be considered a "passive investment" to the extent that such securities (i) are actively traded on a United States national securities exchange, on the NASDAQ National Market System or Small Cap Market System, on the OTC Bulletin Board, or on any foreign securities exchange, and (ii) represent, at the time such investment is made, less than five percent (5%) of the aggregate voting power of such entity or business enterprise.

7. Protection of Confidential Information. The Consultant acknowledges that prior to the date hereof, the Consultant has had access to, and during the course of the

3 BOG 37,014,452.5

Consultant's engagement hereunder will have access to, significant Confidential Information. During the Restriction Period and for a period of five (5) years, thereafter, (i) the Consultant shall maintain all Confidential Information in strict confidence and shall not disclose any Confidential Information to any other Person, except as necessary in connection with the performance of the Consultant's duties and obligations under this Agreement or as required by law or court order, and (ii) the Consultant shall not use any Confidential Information for any purpose whatsoever except in connection with the performance of the Consultant's duties and obligations under this Agreement.

8. Inventions. The Consultant shall disclose promptly to the Company any and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by the Consultant solely or jointly with another during the Engagement Period and which are related to the Business or activities of the Company and/or LG. The Consultant hereby assigns and agrees to assign all of the Consultant's interest therein to the Company or its nominee. Whenever requested by the Company, the Consultant shall execute any and all applications, assigns or other instruments that the Company shall deem necessary to apply for and obtain letters of patents or trade or service mark registrations in the United States or any foreign country or to otherwise protect the Company's interest therein. These obligations shall continue beyond termination of employment with respect to inventions, improvements and valuable discoveries, whether patentable or not, conceived, made or acquired by the Consultant during the period of employment or within one (1) year thereafter, and shall be binding upon the Consultant's heirs, assigns, executors, administrators and other legal representatives.

9. Return of Prouertv. All correspondence, reports, charts, products, records, designs, patents, plans, manuals, sales and marketing material, memorandum, advertising materials, customer lists, distributor lists, vendor or supplier lists, telephones, portable computers, and any other such data, information or property collected by or delivered to the Consultant by or on behalf of the Company or LG, their representatives, customers, suppliers or others and all other materials compiled by the Consultant which pertain to the business of the Company or LG shall be and shall remain the property of the Company or LG, as the case may be, and shall be delivered to the Company promptly upon its request at any time and without respect upon completion or other termination of the Consultant's engagement hereunder for any reason.

10. Adherence to Inside Information Policies. The Consultant acknowledges that the Company, LG and its subsidiaries are currently privately-held companies, but that the LG may seek registration with the U.S. Securities and Exchange Commission and/or may become publicly-held and, as a result, has or will implement the inside information policies designed to preclude its officers, directors, employees and consultants and those of its subsidiaries and affiliates, including the Company, from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to LG, and its subsidiaries or affiliates. The Consultant agrees to abide by any of LG's inside information policies and execute all agreements that may be distributed by the Company or LG to any of their officers, directors, employees or consultants with respect to such policies.

11. Certain Additional Agreements.

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(a) Legitimate Interest. The Consultant agrees that it is a legitimate interest of the Company and reasonable and necessary for the protection of the goodwill and business of the Company and LG, which are valuable to the Company, that the Consultant make the covenants contained in Sections 5, 6, 7, 8, 9 and 10 (the "Selected Covenants").

(b) Holding Company. The Consultant acknowledges that LG is a holding company and therefore, the Consultant acknowledges and agrees that all references to "LG" in the Selected Covenants shall refer to LG and each ofLG's subsidiaries which may exist or proposed at any time during the Restricted Period.

(c) Fair and Reasonable. The parties acknowledge that (i) the type and periods of restriction imposed in the Selected Covenants are fair and reasonable and are reasonably required to protect and maintain the proprietary and other legitimate business interests of the Company and LG, as well as the goodwill associated with the Business conducted by the Company and LG, (ii) the business conducted by the Company and LG extends throughout the United States, and (iii) the time, scope, geographic area and other provisions of the Selected Covenants have been specifically negotiated by sophisticated commercial parties with the opportunity to be represented by experienced legal counsel.

(d) Illegality. In the event that any covenant contained in this Agreement, including, without limitation, any of the Selected Covenants shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, (i) such covenant shall be interpreted to extend over the maximum period of time for which it may be legal, valid and enforceable, as applicable, and/or over the maximum geographical area as to which it may be legal, valid and enforceable, as applicable, and/or to the maximum extent in all other respects as to which it may be legal, valid and enforceable, as applicable, all as determined by such court making such determination, and (ii) in its reduced form, such covenant shall then be legal, valid and enforceable, as applicable, but such reduced form of covenant shall only apply with respect to the operation of such covenant in the particular jurisdiction in or for which such adjudication is made. It is the intention of the parties that such covenants shall be enforceable to the maximum extent permitted by applicable law.

12. Representations and Warranties.

(a) General Representations. The Consultant hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by the Consultant does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Consultant is a party or any judgment, order or decree to which the Consultant is subject, (ii) the Consultant is not a party to or bound by any non­competition agreement, non-solicitation agreement, no-hire agreement, confidentiality agreement or similar agreement with any other Person that contains any restrictions or limitations on their ability to execute, deliver and perform this Agreement, (iii) upon the execution and delivery of this Agreement by the Company, this Agreement will be a valid and binding obligation of the Consultant; and (iv) the Consultant's performance of the Services under this Agreement will not violate securities laws or other applicable law or professional regulations.

5 BOC 37,014,452.5

(b) Investment Representations. In connection with the grant of the Restricted Stock and the acquisition of the Vested Shares (as defined below) thereunder (collectively, the "Shares"), the Consultant hereby acknowledges, agrees, represents and warrants to the Company andLG:

(i) The Consultant is an "accredited investor", as such term is defined in Regulation D promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities Act") and attached hereto as Exhibit B, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Consultant to utilize the information made available by the Company and/or LG to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed acquisition of the Shares, which represents a speculative investment.

(ii) The Consultant understands that an investment in the Shares is highly speculative, involves a high degree of risk and that an investment should be made only by investors who can afford the loss of their entire investment.

(iii) The Consultant is aware that the Shares were issued by LG by means of an exemption under the Securities Act, and that the Consultant makes the representations, declarations and warranties as contained in this section with the intent that the same shall be relied upon by the Company and LG in determining its suitability as an acquirer of such Shares.

(iv) The Consultant is aware that it cannot sell or otherwise transfer the Shares without registration under applicable securities laws or without an exemption therefrom, and is aware that it will be required to bear the financial risks of its acquisition for an indefinite period of time because, among other reasons, the Shares have not been registered with any regulatory authority and, therefore, cannot be transferred or resold unless subsequently registered under applicable securities laws or an exemption from such registration is available. The Consultant also understands that LG is under no obligation to register the Shares or to assist it in complying with any exemption from registration under applicable securities laws, except as specifically provided herein.

(v) The Consultant has at all times been given the opportunity to obtain reasonably requested additional information, to verify the accuracy of the information received and to ask questions of and receive answers from certain representatives of the Company and/or LG concerning the terms and conditions of the Consultant's investment in LG and the nature and prospects ofLG's business.

(vi) The Consultant acknowledges and agrees that the Consultant has been encouraged to rely solely upon the advice of the Consultant's legal counsel and accountants or other financial advisers with respect to the legal, tax, business, financial, and other aspects relating to the acquisition of the Shares. The Consultant further acknowledges that the Consultant has not relied on any other representations, promises,

6 BOG 37,014,452.5

or information written or verbal by any person with respect to the considerations relating to the acquisition of the Shares. The Consultant recognizes that an investment in the Shares involves substantial risk and is fully cognizant of and is satisfied that the Consultant understands all of the risks related to the acquisition of the Shares.

(vii) The Consultant is acquiring the Shares for investment purposes only for its own account and not with a view to or for sale in connection with any distribution of the Shares to or for the accounts of others. The Consultant agrees that it will not dispose of the Shares, or any portion thereof or interest therein, unless and until counsel for LG shall have determined that the intended disposition is permissible and does not violate the Securities Act or the rules and regulations of the SEC thereunder, or the provisions of any other applicable securities laws, or any rules or regulations thereunder.

(viii) The Consultant understands and agrees that the legends set forth m Section 3(a) of Exhibit A may be placed on all certificates evidencing the Shares.

(c) True and Correct; Reliance. The Consultant represents that the foregoing representations and warranties are true and correct in all material respects as of the date hereof and, unless the Consultant otherwise notifies the Company prior to the Vesting Date, shall be true and correct as of each Vesting Date. The Consultant hereby acknowledges and agrees that LG may rely on the foregoing representations and warranties as if they were made directly to LG.

13. Independent Contractor. It is expressly understood that the Consultant is an independent contractor and that the Consultant is not an agent, employee, or representative of the Company, LG or its subsidiaries and that the Consultant shall make no representations to the contrary. The Consultant shall be solely liable for any of the Consultant's own acts or omissions. The Consultant shall not be entitled to benefits of any kind from the Company or LG except for the compensation to be paid by the Company as set forth herein. The Consultant acknowledges that the Consultant shall be responsible for the collection and payment of all withholdings, contributions and payroll taxes relating to the Consultant's services and that the Company shall not withhold from the Consultant's compensation hereunder any amounts or federal, state or local taxes (collectively, "Taxes").

14. Termination. This Agreement may be terminated, with or without cause, by the Company or the Consultant, upon thirty (30) days prior written notice to the non-terminating party or parties to that effect.

15. Enforcement.

(a) The Company and the Consultant shall each have and retain all rights and remedies existing in their favor at law or equity, including, without limitation, all actions for specific performance and/or injunctive or other equitable relief to enforce or prevent any violations ofthe provisions of this Agreement.

(b) Because the relationship between the Company and the Consultant is unique and because the Consultant has had access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement.

7 BOC 37,014,452.5

Therefore, in the event of a breach or threatened breach by the Consultant of this Agreement, the Company shall have the right, in addition to all other rights and remedies it may have, (a) to apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions ofthis Agreement (without posting a bond or other security); and (b) to apply for an order requiring the Consultant to account for and pay over to the Company or LG, as the case may be, all compensation, profits, moneys, accruals, increments or other benefits derived or received as a direct result of any transactions constituting a breach of the covenants contained herein. Nothing contained in this Agreement shall be construed as prohibiting the Company from or limiting the Company in pursuing any other remedies available for any breach or threatened breach of this Agreement.

(c) Notwithstanding any other provision of this Agreement, in any litigation arising out of this Agreement, the court shall assess legal fees and expenses throughout all trial and appellate levels against the unsuccessful party and in favor of the successful party, such assessment to be in whole or part as the court evaluates such success in the matter.

16. Indemnification.

(a) The Consultant shall indemnify, defend and hold harmless the Company, LG, its subsidiaries and each of their respective officers, directors, managers, shareholders, members, employees, attorneys and agents and their respective successors and assigns, from and against any and all liabilities incurred, arising out of any breach by the Consultant of this Agreement, or by any acts or omissions ofthe Consultant, including the payment of any Taxes.

(b) The Company shall indemnify, defend and hold harmless the Consultant from and against any and all liabilities incurred, arising out of any breach by the Company of this Agreement, or by any acts or omissions of the Company, provided, however, that such indemnity shall not apply to any liabilities resulting solely from the Consultant's gross negligence or willful misconduct.

(c) Each party shall notify the other party promptly after becoming aware of any claim or liability or other matter for which indemnity may be sought. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

17. Survival. All representations and warranties contained in this Agreement, the Selected Covenants and Sections 11, 15 and 16 shall survive any termination of this Agreement.

18. General Provisions.

(a) Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such

8 BOC 37,014,452.5

jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Without limiting the generality of the preceding sentence, if at the time of enforcement of this Agreement, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope and geographical area that are reasonable under such circumstances shall be substituted for the stated period, scope and area, respectively.

(b) Entire Agreement. This Agreement contains all of the agreements between the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

(c) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Consultant, the Company and their respective successors, assigns, representatives, heirs and estates; provided, that the rights and obligations of the Consultant under this Agreement shall not be assigned without the prior written consent of the Company.

(d) Governing Law. This Agreement shall be deemed to be made in, governed by and interpreted under and construed in all respects in accordance with the laws of the State of Florida irrespective of the country or place of domicile or residence of either party. In the event of controversy arising out of the interpretation construction, performance or breach of this Agreement, the parties hereby agree and consent to the jurisdiction and venue of the state or federal courts of Duval County, Florida; and further agree and consent that personal service or process in any such action or proceeding outside of the State of Florida and Duval County shall be tantamount to service in person within Duval County, Florida and shall confer personal jurisdiction and venue upon either of said courts.

(e) Amendment and Waiver. The proviSions of this Agreement may be amended and waived only with the prior written consent of the Company and the Consultant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or any provision hereof.

(f) Third Party Beneficiaries. Except as expressly provided herein, this Agreement shall not confer any rights or remedies upon any Person other than the Company and the Consultant, and in limited instances, LG, and each of their respective successors and permitted assigns, personal representatives, heirs and estates, as the case may be. It is the intention of the parties hereto that this Agreement be relied upon by the Company and be enforced by each such Person against the Consultant as if such Person is a party hereto.

(g) Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile or electronic (including PDF) signature, which shall constitute a legal and valid signature), and each such counterpart shall be deemed to be an

9 BOG 37,014,452.5

original instrument, but all such counterparts together shall constitute one agreement.

(h) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is not a Business Day, the time period for taking action shall be automatically extended to the next Business Day.

(i) Notice. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, four (4) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 5:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party's facsimile machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section, or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable:

If to the Company, to:

With copies (which shall

The Brownstone Group, LLC 6022 San Jose Boulevard 2nd Floor Jacksonville, FL 32217 Phone:904-730-0011 Facsimile: 904-730-0010 Attention: Manager

not constitute notice) to: Greenberg Traurig, P.A. 5100 Town Center Circle, Suite 400 Boca Raton, FL 33486 Phone: 561-955-7625 Facsimile: 561-367-6225 Attention: Bruce C. Rosetto, Esq.

If to the Consultant, to: Craig Phillips

or to such other address as any party may specify by notice given to the other party in accordance

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with this Section.

(j) Construction. For purposes of this Agreement, whenever the context requires: (A) the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; (B) the feminine gender shall include the masculine and neuter genders; and (C) the neuter gender shall include the masculine and feminine genders. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

(k) Headings. Descriptive headings are for convenience only and shall not control or affect in any way the meaning or construction of any provision of this Agreement.

[Signature Page Follows}

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first written above.

COMPANY:

CONSULTANT:

BOG 37,014,452.5

The Brownstone Group, LLC, a Florida limited liability company

By: ________________________ __

Brent W. Brown, Manager

Craig Phillips

September 26, 2013

Board of Directors Latitude Global, Inc. 6022 San Jose Boulevard Jacksonville, Florida 32217

Gentlemen,

As I expressed to the Board Members in the Board Meeting on Tuesday September 24, 2013, I have serious concerns regarding, among other things, the following matters.

• In my professional opinion, the Company is insolvent but continues to conduct its operations in a way that is deceitful to the public, its suppliers and its loyal employees.

• The Company continues to be unable to meet its payroll requirements as they become due. • The Company has sales and payroll related tax obligations in excess of $2,000,000 of which

approximately $1,750,000 is delinquent. (This includes the employees’ tax liability withheld from their paychecks which could potentially jeopardize the employees.)

• Excessive NSF checks resulting in more than $250,000 in bank fees in 2013 alone. • Current payables in excess of $20,000,000. • Note payable to Fifth Third Bank for approximately $4,000,000 maturing in approximately 90

days • Pending transaction to incur an additional $1,000,000 in debt (TCA) with control of the Company

as collateral and the contractual inability to use the funds from the transaction to pay any amounts owed to officers of the Company or to pay any form of taxes thereby relieving none of the concerns above.

• Placing the public at risk by operating the venues without insurance coverage including liability coverage in facilities hosting patrons including children and patrons consuming alcohol.

• Placing employees at risk by deducting premiums from their pay and not remitting those premiums timely causing their health insurance to be cancelled.

• In my professional opinion and based on recent information provided to me by Brent Brown, there is significant uncertainty regarding the completeness and accuracy of the financial statements provided to TCA by Brent Brown/Greg Garson thereby resulting in potential inaccurate representations and/or warranties required by the TCA Agreement.

• Cash for Latitude Global and its subsidiaries is comingled with cash for Brownstone related companies exposing the shareholders of each company to risks of the other companies and using Latitude cash to meet obligations of Brownstone companies.

• Current CEOs failure to respond to the gravity of this situation and willingness to spend funds on new development in spite of the obligations listed above

wendy.mowery
Exhibit C

I cannot participate in this deception and questionable practices.

As you are all aware, the Company’s CEO, Brent Brown, has always and continues to make all disbursement decisions. I am concerned that while this is common knowledge among employees and Board Members, it may not be common knowledge to our creditors and vendors. My concern is that this may be unnecessarily placing me at personal and/or professional risk for decisions made unilaterally by Brent Brown. I have not been privy to a substantial amount of information that is disclosed in meetings with investors, creditors, contractors, etc. that has or may have financial statement or disclosure impact and therefore impedes my ability to appropriately serve as the Company’s CFO. As a result of the conditions listed above, my position as CFO has been limited to one in name only and despite my numerous admonitions that the Company cannot continue this conduct, there has been no indication of a change in the behavior or nature of decisions being made.

In addition to all of the foregoing, the Company has failed to honor its financial obligations pursuant to my employment agreement by delaying my contractual salaried payments since November 2012.

I have always served Latitude Global and its related companies well and have received nothing but appreciative and positive comments for the work I have performed from Brent Brown, Greg Garson and others within and related to the Company.

While I appreciate the opportunity afforded to me by the Company, I can’t continue to work for the Company when I am not being paid in accordance with my contract and am being placed at potential risk without my authorization. I have been patient with the Company on the promise that I would be caught up. However, after more than 10 months of working with the Company on delinquent payments it has become clear that it is the Company’s intention to continue to delay payments resulting from Mr. Brown’s decision that other payments have a higher priority. As a result, my employment with Latitude Global has been subject to constructive termination.

I am owed salaried compensation of $24,704.95 for work performed through September 26, 2013, plus out of pocket expenses of $2,438.46 dating back to 2012. These out of pocket expenses were paid with my personal funds. Additionally, I have a consulting contract with Brownstone Group that was negotiated in tandem with my Latitude Global employment contract. This contract requires payment of $25,000 per year beginning June 15, 2012. I agreed to defer payment to begin on January 1, 2013 but have yet to receive any payments on this contract. Through September 25, 2013, the outstanding balance under this contract is $32,054.79. I will consider my constructive termination from Latitude Global to also extend to the consulting contract with Brownstone Group effective as of this date.

Also as required in my employment contract, termination without cause requires an additional 12 months of salary following the date of termination ($150,000) and a prorata vesting of the outstanding unvested options in the Company.

Accordingly, I expect payment of the balance currently due ($59,198.21) in full by October 1, 2013 in good funds with the remaining severance paid timely in accordance with my employment contract.

Again, I appreciate the opportunity to serve Latitude Global and wish you and the Company future success.

Any future communication should be coordinated through my attorney Mark Rubin at 904-396-7711 or [email protected].

Regards,

Craig Phillips