Contract analysis

I. Purpose of Memorandum The purpose of this memorandum is to confirm that all settlement payments due under the Settlement Agreement and Mutual Release dated December 19, 2023 (the "Settlement Agreement") have been received in full and have cleared into the Calderwood & Harkness LLP client trust account maintained at our Miami office. This memorandum is intended to serve as the firm's contemporaneous internal record

II. Settlement Agreement Reference The definitive Settlement Agreement and Mutual Release was executed on December 19, 2023, by all parties to the litigation — VHG as plaintiff, and Ironclad, Pinnacle, Montclair, and Sovereign Re as defendants — as well as by their respective counsel of record. The Settlement Agreement memorialized the terms previously agreed upon in the Term Sheet executed on December 5, 2023, durin

Section 3.1 of the Settlement Agreement obligated the four insurer defendants to make lump-sum payment of their respective settlement shares within forty-five (45) calendar days following execution of the Settlement Agreement, establishing a contractual payment deadline of February 2, 2024. As described more fully below, all four payments were received and cleared no later than January 2, 2024 — a full thirty-one (31

III. Summary of Funds Received A. Table of Wire Receipts The following table sets forth the details of the four wire transfers received from the settling defendants, including the paying party, applicable policy number, layer position, settlement amount, wire initiation date, date funds cleared, and the identity of sending counsel: Copies of the bank wire confirmation receipts for each of the above transfers are incl

IV. Wire Transfer Details A. Ironclad and Pinnacle Payments Wire instructions for the Calderwood & Harkness LLP client trust account were transmitted to Gregory Stanton of Fendowell Rourke & Stanton LLP via letter dated December 20, 2023. That letter was prepared by the undersigned and included the firm's full wire routing information, ABA routing number, beneficiary account details, and reference information identif

V. Reconciliation Against Settlement Terms For purposes of evaluating the settlement outcome in the context of VHG's total claimed losses, the following reconciliation sets forth each insurer's settlement share as a percentage of its respective policy layer limit: Ironclad Indemnity Corporation (Primary Layer) Settlement Amount: $24,500,000.00 Policy Layer Limit: $25,000,000.00 (subject to $500,000 per-occurrence ded

VI. Next Steps A. Client Disbursement Now that all settlement funds have been received and confirmed, the next step is the preparation and transmission of a Disbursement Letter to VHG's General Counsel, Nathaniel Driscoll, setting forth the calculation of net settlement proceeds to be disbursed to the Client after deduction of Calderwood & Harkness's legal fees and reimbursement of expenses advanced by the firm durin

1. Matter Closing Memorandum: A summary memorandum to be filed in the firm's matter management system documenting the resolution of the engagement, the settlement outcome, and any open items or follow-up required.

2. Client Post-Mortem Letter: A letter to VHG's General Counsel, Nathaniel Driscoll, providing a post-mortem summary of the litigation and, importantly, including recommendations regarding VHG's insurance program renewal for the upcoming policy period. In particular, the letter should address the coverage gaps and policy language ambiguities that gave rise to this dispute and recommend that VHG's risk management team

VII. Document Retention and Confidentiality Note All settlement-related documents — including, without limitation, the Settlement Agreement and Mutual Release, the Payment Allocation Schedule (Exhibit A), the Term Sheet, the wire confirmation receipts, correspondence with defense counsel regarding payment, and this memorandum — are subject to the confidentiality provision set forth in Section 7 of the Settlement Agre

VIII. Attachments / Enclosures The following documents are attached to and incorporated by reference into this memorandum: Attachment 1: Wire confirmation receipts for all four settlement payments, consisting of bank wire confirmation statements from Stonefield Trust Bank reflecting the receipt of: • $24,500,000.00 from Ironclad Indemnity Corporation (cleared December 29, 2023) • $12,200,000.00 from Pinnacle Surplus