Contract analysis

1. Purpose of Memorandum This memorandum documents the results of the conflicts-of-interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP (the "Firm") to represent Verimark Hospitality Group Inc. ("VHG") in an insurance-coverage dispute arising from property damage and business-interruption losses attributed to Hurricane Callista. The dispute involves VHG's claims against fou

2. Proposed Client Identification The following information was compiled from public records, VHG's intake questionnaire, and preliminary discussions with VHG's General Counsel, Nathaniel Driscoll, and is set forth for purposes of the conflicts check: Full Legal Name: Verimark Hospitality Group Inc. Short Name / Aliases: Verimark; VHG Entity Type: Corporation organized under the laws of the State of Delaware; publicl

3. Identified Adverse Parties The following parties have been identified as proposed defendants or adversaries in the contemplated insurance-coverage dispute. Each party has been subjected to the full conflicts-clearance process described in Section 7 below. 3.1 Ironclad Indemnity Corporation (Primary Insurer / Proposed Defendant) Full Legal Name: Ironclad Indemnity Corporation Entity Type: Stock insurance company do

4. Related Parties and Third-Party Checks In addition to the proposed client and identified adverse parties, the following related parties and third parties were identified as having a material connection to the proposed engagement. Each has been subjected to the Firm's conflicts-clearance process as set forth in Section 7. 4.1 Tidewater Risk Advisors LLC (VHG's Insurance Broker) Full Legal Name: Tidewater Risk Advis

5. Engagement Team — Individual Attorney Conflicts Check In accordance with the Firm's Conflicts Clearance Policy, individual conflicts checks were conducted for each attorney proposed to serve on the engagement team for this matter. Individual checks encompassed prior employment and lateral-hire disclosures, personal financial interests, familial and social relationships, and any prior professional contact with the

6. Scope of the Proposed Representation The proposed representation involves an insurance-coverage dispute arising from Hurricane Callista, a Category 4 hurricane that made landfall in the Lower Florida Keys on September 18, 2022, causing catastrophic wind damage, storm surge, and flooding across southern and southwestern Florida. The hurricane resulted in substantial property damage and prolonged business interrupti

1. Verimark Grand Key Resort — Marathon, Florida (Monroe County)

2. Verimark Harborview Hotel & Conference Center — Fort Myers Beach, Florida (Lee County)

3. Verimark Sunset Shores — St. Pete Beach, Florida (Pinellas County) VHG's preliminary estimates indicate that aggregate business-interruption losses across the three properties will total approximately $60,000,000. These losses include lost revenue from room bookings, conference and events cancellations, food and beverage operations, and ancillary services, as well as extra expenses incurred in connection with emer

7. Conflicts Database Search Methodology The conflicts-of-interest check described in this memorandum was conducted using the Firm's electronic conflicts database system, which is maintained centrally and encompasses all Firm offices (New York, Miami, and Washington, D.C.). The search was executed on August 28, 2022, and August 29, 2022, by the undersigned, with results verified by the Firm's Conflicts Coordinator, L

8. Results Summary The results of the comprehensive conflicts check are summarized in the table below. Each party was evaluated for potential conflicts under Rules 4-1.7 (concurrent conflicts) and 4-1.9 (former-client conflicts) of the Florida Rules of Professional Conduct, as well as under the Firm's internal Conflicts Clearance Policy. No conflicts of interest — whether actual, potential, or apparent — were identif

9. Conclusion and Recommendation Based on the comprehensive conflicts-of-interest check described in this memorandum, including searches of the Firm's active matters database, closed matters archive, lateral-hire conflict disclosures, and business-development pipeline, and including individual attorney conflicts checks for each member of the proposed engagement team, I confirm that no conflicts of interest have been

10. Approval and Sign-Off Prepared by: ________________________________________ Andrew Fitzpatrick Associate, Calderwood & Harkness LLP Date: August 29, 2022 Reviewed and Approved by: ________________________________________ Elaine Forsythe Partner, Calderwood & Harkness LLP Date: August 29, 2022 General Counsel / Conflicts Committee Approval (if applicable under Firm policy) ________________________________________