1021-00003 · Verimark Hospitality Group · Engagement & Client Administration

conflicts-check-memorandum.docx DOCUMENT Antitrust

27 / 75 ← → ✕

CALDERWOOD & HARKNESS LLP 333 SE 2nd Avenue, Suite 4400 Miami, FL 33131

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the use of Calderwood & Harkness LLP personnel responsible for the conflicts-clearance process. Unauthorized distribution or disclosure is prohibited.

CONFLICTS CHECK MEMORANDUM

Date: August 29, 2022

To: Elaine Forsythe, Partner

From: Andrew Fitzpatrick, Associate

Re: Conflicts Clearance — Proposed Representation of Verimark Hospitality Group Inc. in Insurance Coverage Dispute

Proposed Engagement Number: 1021-00003

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 four insurer defendants across a layered property and business-interruption insurance program.

The conflicts check was initiated on August 28, 2022, and completed on August 29, 2022. Completion of this check was prioritized in advance of the anticipated engagement letter date of August 30, 2022, to ensure that any potential conflicts could be identified and resolved before the Firm formally undertakes the representation.

The conflicts analysis set forth herein was conducted in accordance with the Firm's Conflicts Clearance Policy (Rev. January 2022) and the applicable rules of professional conduct, including the Florida Rules of Professional Conduct (Rules 4-1.7 and 4-1.9), the American Bar Association Model Rules of Professional Conduct (Rules 1.7, 1.9, and 1.10), and the Firm's internal supplemental guidelines governing new-matter intake and adverse-party screening. All searches, cross-references, and analytical determinations described below conform to the standards prescribed by the Firm's General Counsel and Conflicts Committee.

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; publicly traded on the Nasdaq Stock Market under the ticker symbol VMRK.

Employer Identification Number (EIN): 59-3841276

Principal Place of Business / Headquarters: 1900 Brickell Avenue, Suite 3200, Miami, FL 33129

Industry: Hospitality and real estate, with a primary focus on the ownership, development, and management of luxury resort hotels, boutique hotels, and conference center properties throughout the southeastern United States and the Caribbean.

Key Officers and Personnel Identified for Conflicts Purposes:

• Marcus Ellsworth — Chief Executive Officer

• Diane Calder — Chief Financial Officer

• Nathaniel Driscoll — General Counsel and Corporate Secretary

• Sandra Pellegrini — Vice President, Risk Management

Revenue (Fiscal Year 2021): Approximately $412 million (source: VHG's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022).

Prior Firm Representations of VHG: A comprehensive search of the Firm's conflicts database, including the active matters database, closed matters archive, lateral-hire conflict disclosures, and business-development pipeline, returned no results indicating any current or prior representation of Verimark Hospitality Group Inc. or any of its identified affiliates, subsidiaries, or predecessors by the Firm. This is a new client relationship.

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 domiciled in the State of Connecticut; admitted carrier authorized to write property and casualty insurance in all fifty states and the District of Columbia.

NAIC Number: 20537

Principal Office: 55 Constitution Boulevard, Hartford, CT 06103

Role in Dispute: Ironclad Indemnity Corporation is the lead carrier on VHG's primary property and business-interruption insurance policy, Policy No. IIC-PRP-2022-07541, with a policy period running from July 1, 2022 through July 1, 2023. The primary layer provides a per-occurrence limit of $25,000,000 for covered property damage and business-interruption losses, subject to a deductible of $500,000 per occurrence. Ironclad issued the manuscript policy form, which governs the terms applicable throughout the insurance tower. It is anticipated that Ironclad will be named as the primary defendant in any coverage litigation, given its role as the lead carrier responsible for the initial coverage determination and its issuance of the reservation-of-rights letter dated August 22, 2022.

Key Personnel: Victor Haddon, Senior Vice President of Claims, has been identified as the primary claims decision-maker at Ironclad for purposes of VHG's Hurricane Callista losses.

Known Outside Counsel: Fendowell Rourke & Stanton LLP, with offices in Hartford, Connecticut and Tampa, Florida, has been identified as Ironclad's outside coverage counsel in this matter.

Conflicts Database Search Result: No current or prior representation of Ironclad Indemnity Corporation by the Firm was identified in any search of the Firm's conflicts database. No current adverse matters against Ironclad Indemnity Corporation were identified apart from the proposed engagement. The Firm has not represented any known parent, subsidiary, or affiliate of Ironclad Indemnity Corporation. Status: CLEARED.

3.2 Pinnacle Surplus Lines Inc. (First Excess Layer / Proposed Defendant)

Full Legal Name: Pinnacle Surplus Lines Inc.

Entity Type: Surplus-lines insurer authorized to write excess and surplus lines coverage in the State of Florida; domiciled in the State of Texas.

NAIC Number: 38214

Principal Office: 200 Congress Avenue, Suite 1400, Austin, TX 78701

Role in Dispute: Pinnacle Surplus Lines Inc. issued the first excess layer policy, Policy No. PSL-XS1-2022-3390, providing $15,000,000 in coverage excess of the $25,000,000 Ironclad primary layer (i.e., $15M xs $25M). The Pinnacle policy follows form with the Ironclad primary policy with respect to covered perils, exclusions, and conditions, except as specifically modified by endorsement. Pinnacle is a proposed defendant in the anticipated coverage litigation to the extent that VHG's aggregate losses exceed the primary layer.

Known Outside Counsel: Fendowell Rourke & Stanton LLP has been identified as Pinnacle's outside coverage counsel. It is understood that Ironclad and Pinnacle have entered into a joint defense arrangement, with Fendowell Rourke & Stanton serving as joint defense counsel for both carriers.

Conflicts Database Search Result: No current or prior representation of Pinnacle Surplus Lines Inc. by the Firm was identified. No current adverse matters against Pinnacle Surplus Lines Inc. were identified. The Firm has not represented any known parent, subsidiary, or affiliate of Pinnacle Surplus Lines Inc. Status: CLEARED.

3.3 Montclair Assurance Company (Second Excess Layer / Proposed Defendant)

Full Legal Name: Montclair Assurance Company

Entity Type: Admitted insurance carrier domiciled in the State of New York; authorized to write property and casualty insurance in multiple jurisdictions including Florida.

NAIC Number: 15692

Principal Office: 1 Liberty Plaza, 38th Floor, New York, NY 10006

Role in Dispute: Montclair Assurance Company issued the second excess layer policy, Policy No. MAC-XS2-2022-09817, providing $10,000,000 in coverage excess of $40,000,000 in underlying limits (i.e., $10M xs $40M, attaching above the combined Ironclad primary and Pinnacle first excess layers). Montclair is a proposed defendant in the anticipated coverage litigation to the extent VHG's aggregate losses exhaust the lower layers and reach into the second excess layer.

Known Outside Counsel: Delvecchio & Kraus LLP, with offices in New York, New York, has been identified as Montclair's outside coverage counsel in this matter.

Conflicts Database Search Result: No current or prior representation of Montclair Assurance Company by the Firm was identified. No current adverse matters against Montclair Assurance Company were identified. The Firm has not represented any known parent, subsidiary, or affiliate of Montclair Assurance Company. Status: CLEARED.

3.4 Sovereign Re Ltd. (Third Excess Layer / Proposed Defendant)

Full Legal Name: Sovereign Re Ltd.

Entity Type: Bermuda-domiciled reinsurer and excess carrier, authorized to participate in excess insurance placements in the United States through approved surplus-lines channels.

Principal Office: 14 Front Street, Hamilton HM 11, Bermuda

Role in Dispute: Sovereign Re Ltd. issued the third excess layer policy, Policy No. SRL-XS3-2022-5102, providing $10,000,000 in coverage excess of $50,000,000 in underlying limits (i.e., $10M xs $50M, attaching above the combined Ironclad primary, Pinnacle first excess, and Montclair second excess layers). Sovereign Re is a proposed defendant in the anticipated coverage litigation, as VHG's claimed losses of approximately $60,000,000 in aggregate business-interruption losses would fully exhaust the tower through the Sovereign Re layer.

Known Outside Counsel: Delvecchio & Kraus LLP has been identified as Sovereign Re's outside coverage counsel, representing Sovereign Re jointly with Montclair Assurance Company under a joint defense arrangement.

Conflicts Database Search Result: No current or prior representation of Sovereign Re Ltd. by the Firm was identified. No current adverse matters against Sovereign Re Ltd. were identified. The Firm has not represented any known parent, subsidiary, or affiliate of Sovereign Re Ltd. Status: CLEARED.

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 Advisors LLC

Principal Office: 2600 S. Bayshore Drive, Suite 800, Miami, FL 33133

Key Personnel: Franklin Orde, Account Executive, identified as the primary broker contact responsible for VHG's property and business-interruption insurance program.

Role: Tidewater Risk Advisors LLC served as the broker of record for VHG's property and business-interruption insurance program, including the placement and renewal of the policies at issue in this dispute. In that capacity, Tidewater was involved in the negotiation of policy terms, the preparation and submission of underwriting information to the insurers, and the representations made to the carriers during the July 2022 renewal cycle. Tidewater is a potential fact witness in the coverage dispute and may possess documents material to the issues of policy procurement, underwriting representations, and the scope of coverage negotiations.

It should be noted that while Tidewater is not currently a proposed adverse party in this matter, the possibility exists that Tidewater could become a co-defendant or the subject of cross-claims if the coverage dispute implicates allegations of broker negligence, errors or omissions in policy placement, or misrepresentations during the underwriting process. At present, however, no claims have been asserted or contemplated against Tidewater, and no current conflict exists.

Conflicts Database Search Result: No current or prior representation of Tidewater Risk Advisors LLC by the Firm was identified. No adverse interest was identified. Status: CLEARED. Monitoring recommended if Tidewater's role evolves during the litigation.

4.2 Arbor Claims Services LLC (Independent Adjusting Firm)

Full Legal Name: Arbor Claims Services LLC

Principal Office: 3300 W. Cypress Street, Suite 400, Tampa, FL 33607

Key Personnel: Denise Whitford, Lead Adjuster, identified as the adjuster assigned to inspect and adjust VHG's Hurricane Callista claim on behalf of Ironclad Indemnity Corporation.

Role: Arbor Claims Services LLC is an independent adjusting firm retained by Ironclad to inspect the damaged VHG properties, evaluate the scope of property damage and business-interruption losses, and prepare adjustment reports and recommendations for Ironclad's claims department. Arbor is a potential fact witness and custodian of documents relevant to the adjustment process, including inspection reports, estimates, and communications with VHG and Ironclad.

Conflicts Database Search Result: No current or prior representation of Arbor Claims Services LLC by the Firm was identified. No adverse interest was identified. Status: CLEARED.

4.3 Fendowell Rourke & Stanton LLP (Defense Counsel for Ironclad and Pinnacle)

Full Legal Name: Fendowell Rourke & Stanton LLP

Principal Office: 280 Trumbull Street, Suite 2200, Hartford, CT 06103

Additional Office (Tampa): 101 E. Kennedy Boulevard, Suite 3900, Tampa, FL 33602

Key Personnel: Gregory Stanton, Partner; Meredith Liang, Senior Associate; Colin Ashford, Junior Associate. These attorneys have been identified as the anticipated defense team for Ironclad Indemnity Corporation and Pinnacle Surplus Lines Inc. in this matter.

Conflicts Database Search Result: No current or prior co-counsel relationship, referral arrangement, or other engagement between the Firm and Fendowell Rourke & Stanton LLP was identified. No relationship of any kind between the Firm and Fendowell Rourke & Stanton LLP that would give rise to a conflict was identified. Status: CLEARED.

4.4 Delvecchio & Kraus LLP (Defense Counsel for Montclair and Sovereign Re)

Full Legal Name: Delvecchio & Kraus LLP

Principal Office: 425 Park Avenue, 20th Floor, New York, NY 10022

Key Personnel: Patricia Kraus, Partner; Raymond Cho, Senior Associate. These attorneys have been identified as the anticipated defense team for Montclair Assurance Company and Sovereign Re Ltd. in this matter.

Conflicts Database Search Result: No current or prior co-counsel relationship, referral arrangement, or other engagement between the Firm and Delvecchio & Kraus LLP was identified. No relationship of any kind between the Firm and Delvecchio & Kraus LLP that would give rise to a conflict was identified. Status: CLEARED.

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 proposed client, adverse parties, or their counsel.

5.1 Elaine Forsythe — Responsible Partner

Practice Group: Antitrust & Competition (cross-staffed to insurance-recovery matters as needed based on subject-matter expertise and client-relationship considerations)

Individual Conflicts Check: No personal conflicts of interest were identified. Ms. Forsythe has had no prior representation of, or professional engagement with, any of the identified adverse parties (Ironclad Indemnity Corporation, Pinnacle Surplus Lines Inc., Montclair Assurance Company, or Sovereign Re Ltd.), their counsel (Fendowell Rourke & Stanton LLP or Delvecchio & Kraus LLP), or any of the related parties identified in Section 4 above. Ms. Forsythe has no financial interest — including equity holdings, indebtedness, or any other pecuniary interest — in any adverse party identified in this memorandum. No familial, social, or other personal relationships were identified that would give rise to a conflict or the appearance of a conflict. Status: CLEARED.

5.2 Howard Bellamy — Billing Partner

Practice Group: Antitrust & Competition

Individual Conflicts Check: No personal conflicts of interest were identified. Mr. Bellamy has had no prior representation of, or professional engagement with, any of the identified adverse parties, their counsel, or any of the related parties. Mr. Bellamy has no financial interest in any adverse party identified in this memorandum. No familial, social, or other personal relationships were identified that would give rise to a conflict or the appearance of a conflict. Status: CLEARED.

5.3 Tiffany Rosenthal — Lead Associate

Practice Group: Mergers & Acquisitions (seconded to this engagement due to availability and prior experience with complex commercial disputes during her tenure at a prior firm)

Individual Conflicts Check: No personal conflicts of interest were identified. Ms. Rosenthal has had no prior representation of, or professional engagement with, any of the identified adverse parties, their counsel, or any of the related parties. Her lateral-hire conflict disclosure (dated February 2021, upon joining the Firm) was reviewed and revealed no conflicts with respect to the parties or subject matter at issue. Status: CLEARED.

5.4 Andrew Fitzpatrick — Working Associate

Practice Group: Mergers & Acquisitions (seconded to this engagement)

Individual Conflicts Check: No personal conflicts of interest were identified. The undersigned has had no prior representation of, or professional engagement with, any of the identified adverse parties, their counsel, or any of the related parties. My lateral-hire conflict disclosure (dated September 2020, upon joining the Firm) was reviewed and revealed no conflicts with respect to the parties or subject matter at issue. Status: CLEARED.

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 interruption at three luxury resort hotel properties owned and operated by VHG:

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 emergency repairs, guest relocation, and temporary business continuity measures.

VHG's property and business-interruption insurance program is structured as a layered tower with a total of $60,000,000 in coverage limits above a $500,000 per-occurrence deductible, as follows:

The scope of the Firm's proposed representation of VHG will encompass the following:

(a) Pre-litigation coverage analysis, including a detailed review of all applicable insurance policies, endorsements, and policy forms, with a focus on business-interruption coverage provisions, named-storm and windstorm sublimits, anti-concurrent-causation clauses, and any potentially applicable exclusions or limitations;

(b) Pre-litigation negotiations with the insurer defendants and their counsel, including the preparation and submission of a formal coverage demand and supporting documentation, and engagement in good-faith negotiations aimed at obtaining full and timely payment of VHG's covered losses;

(c) If negotiations are unsuccessful, the initiation and prosecution of coverage litigation in Florida state court. The anticipated venue for filing is the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, based on the location of VHG's principal place of business and applicable venue provisions; and

(d) Such additional related matters as may arise during the course of the engagement and as agreed upon by VHG and the Firm.

The governing law for the insurance-coverage dispute is the law of the State of Florida, including Florida's Insurance Code (Fla. Stat. Ch. 624–651), applicable provisions of the Florida Civil Remedies and Procedures Code, and relevant Florida case law governing the interpretation of insurance contracts and the obligations of insurers.

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, Lydia Chambers.

The following search methodology was employed:

(a) Search Terms. The following categories of search terms were entered into the Firm's conflicts database:

(i) The full legal names and all known short names, trade names, and aliases of the proposed client (Verimark Hospitality Group Inc.; Verimark; VHG) and all identified adverse parties (Ironclad Indemnity Corporation; Pinnacle Surplus Lines Inc.; Montclair Assurance Company; Sovereign Re Ltd.);

(ii) NAIC numbers for all identified insurer parties (20537, 38214, 15692);

(iii) The names of key personnel identified for conflicts purposes, including officers and directors of VHG (Marcus Ellsworth, Diane Calder, Nathaniel Driscoll, Sandra Pellegrini) and claims personnel of the insurer defendants (Victor Haddon);

(iv) The names of known affiliated entities and subsidiaries of VHG and each insurer defendant, to the extent ascertainable from public records and regulatory filings;

(v) The names of the insurance broker (Tidewater Risk Advisors LLC; Franklin Orde) and the independent adjusting firm (Arbor Claims Services LLC; Denise Whitford); and

(vi) The names of identified opposing counsel firms and individual attorneys (Fendowell Rourke & Stanton LLP; Gregory Stanton, Meredith Liang, Colin Ashford; Delvecchio & Kraus LLP; Patricia Kraus, Raymond Cho).

(b) Database Sources Cross-Referenced. The search terms identified above were run against the following databases and records maintained by the Firm:

(i) The Firm's active matters database, which contains the names of all current clients, adverse parties, and related parties in all open engagements across all offices;

(ii) The Firm's closed matters archive, which contains the names of all clients, adverse parties, and related parties in engagements closed within the past fifteen (15) years;

(iii) Lateral-hire conflict disclosures submitted by all attorneys who joined the Firm within the past seven (7) years, which include lists of clients and matters handled at prior firms; and

(iv) The Firm's business-development pipeline, which tracks prospective engagements and potential new client relationships in various stages of intake.

(c) Scope of Insurer-Specific Searches. Particular attention was paid to identifying any matters — whether current or historical — in which the Firm represented any of the four insurer defendants (Ironclad Indemnity Corporation, Pinnacle Surplus Lines Inc., Montclair Assurance Company, or Sovereign Re Ltd.) or any of their known affiliates, parent companies, or subsidiaries, in any capacity, including but not limited to coverage matters, regulatory matters, corporate transactions, or general commercial litigation. No such representations were identified.

(d) Scope of VHG-Specific Searches. The search additionally encompassed any matters in which the Firm was adverse to VHG or any of its known affiliates, subsidiaries, or predecessors. No such adverse engagements were identified.

All search results were documented in the Firm's conflicts tracking system and are retained in the electronic file for proposed engagement number 1021-00003.

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 identified with respect to any of the parties listed above.

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 identified that would preclude or require a conflict waiver for Calderwood & Harkness LLP's representation of Verimark Hospitality Group Inc. in the proposed insurance-coverage matter (Proposed Engagement No. 1021-00003).

Accordingly, I recommend that the engagement may proceed, subject to execution of the engagement letter and completion of the Firm's standard new-client intake procedures, including anti-money laundering and client identification protocols.

I further note the following precautionary observations for ongoing monitoring purposes:

(a) If additional adverse parties or related parties are identified during the course of the representation — for example, if cross-claims are asserted against Tidewater Risk Advisors LLC for broker negligence, if additional insurers or reinsurers are joined as parties, or if VHG identifies previously undisclosed affiliated entities — supplemental conflicts checks should be run promptly in accordance with the Firm's Conflicts Clearance Policy.

(b) If any member of the engagement team becomes aware of a potential conflict that arises after the commencement of the engagement, such potential conflict should be reported immediately to the Responsible Partner (Elaine Forsythe) and the Firm's General Counsel for evaluation.

(c) Periodic re-checks of the Firm's conflicts database are recommended at regular intervals during the pendency of this engagement, consistent with the Firm's standard practice for litigation matters of this scope and complexity.

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)

________________________________________

Name: ________

Title: ________

Date: ________

Distribution: A copy of this Conflicts Check Memorandum is to be maintained in the engagement file for Matter No. 1021-00003. This document is not to be distributed outside the Firm without the prior written authorization of the Responsible Partner or the Firm's General Counsel.

Layer	Carrier	Policy Number	Limits	Attachment Point
Primary	Ironclad Indemnity Corporation	IIC-PRP-2022-07541	$25,000,000	$500,000 deductible
1st Excess	Pinnacle Surplus Lines Inc.	PSL-XS1-2022-3390	$15,000,000	$25,000,000
2nd Excess	Montclair Assurance Company	MAC-XS2-2022-09817	$10,000,000	$40,000,000
3rd Excess	Sovereign Re Ltd.	SRL-XS3-2022-5102	$10,000,000	$50,000,000
Party	Role	Prior/Current Firm Representation	Adverse Interest	Status
Verimark Hospitality Group Inc.	Proposed Client	None identified	No prior adverse engagement	CLEARED
Ironclad Indemnity Corporation	Primary Insurer / Proposed Defendant	None identified	None apart from proposed matter	CLEARED
Pinnacle Surplus Lines Inc.	1st Excess Layer / Proposed Defendant	None identified	None identified	CLEARED
Montclair Assurance Company	2nd Excess Layer / Proposed Defendant	None identified	None identified	CLEARED
Sovereign Re Ltd.	3rd Excess Layer / Proposed Defendant	None identified	None identified	CLEARED
Tidewater Risk Advisors LLC	Insurance Broker (Related Party)	None identified	Not an adverse party	CLEARED
Arbor Claims Services LLC	Independent Adjuster (Related Party)	None identified	Not an adverse party	CLEARED
Fendowell Rourke & Stanton LLP	Defense Counsel (Ironclad/Pinnacle)	No co-counsel or other relationship	N/A	CLEARED
Delvecchio & Kraus LLP	Defense Counsel (Montclair/Sovereign Re)	No co-counsel or other relationship	N/A	CLEARED

CALDERWOOD & HARKNESS LLP 333 SE 2nd Avenue, Suite 4400 Miami, FL 33131
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the use of Calderwood & Harkness LLP personnel responsible for the conflicts-clearance process. Unauthorized distribution or disclosure is prohibited.
CONFLICTS CHECK MEMORANDUM
Date: August 29, 2022
To: Elaine Forsythe, Partner
From: Andrew Fitzpatrick, Associate
Re: Conflicts Clearance — Proposed Representation of Verimark Hospitality Group Inc. in Insurance Coverage Dispute
Proposed Engagement Number: 1021-00003
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 four insurer defendants across a layered property and business-interruption insurance program.
The conflicts check was initiated on August 28, 2022, and completed on August 29, 2022. Completion of this check was prioritized in advance of the anticipated engagement letter date of August 30, 2022, to ensure that any potential conflicts could be identified and resolved before the Firm formally undertakes the representation.
The conflicts analysis set forth herein was conducted in accordance with the Firm's Conflicts Clearance Policy (Rev. January 2022) and the applicable rules of professional conduct, including the Florida Rules of Professional Conduct (Rules 4-1.7 and 4-1.9), the American Bar Association Model Rules of Professional Conduct (Rules 1.7, 1.9, and 1.10), and the Firm's internal supplemental guidelines governing new-matter intake and adverse-party screening. All searches, cross-references, and analytical determinations described below conform to the standards prescribed by the Firm's General Counsel and Conflicts Committee.
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; publicly traded on the Nasdaq Stock Market under the ticker symbol VMRK.
Employer Identification Number (EIN): 59-3841276
Principal Place of Business / Headquarters: 1900 Brickell Avenue, Suite 3200, Miami, FL 33129
Industry: Hospitality and real estate, with a primary focus on the ownership, development, and management of luxury resort hotels, boutique hotels, and conference center properties throughout the southeastern United States and the Caribbean.
Key Officers and Personnel Identified for Conflicts Purposes:
•  Marcus Ellsworth — Chief Executive Officer
•  Diane Calder — Chief Financial Officer
•  Nathaniel Driscoll — General Counsel and Corporate Secretary
•  Sandra Pellegrini — Vice President, Risk Management
Revenue (Fiscal Year 2021): Approximately $412 million (source: VHG's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022).
Prior Firm Representations of VHG: A comprehensive search of the Firm's conflicts database, including the active matters database, closed matters archive, lateral-hire conflict disclosures, and business-development pipeline, returned no results indicating any current or prior representation of Verimark Hospitality Group Inc. or any of its identified affiliates, subsidiaries, or predecessors by the Firm. This is a new client relationship.
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 domiciled in the State of Connecticut; admitted carrier authorized to write property and casualty insurance in all fifty states and the District of Columbia.
NAIC Number: 20537
Principal Office: 55 Constitution Boulevard, Hartford, CT 06103
Role in Dispute: Ironclad Indemnity Corporation is the lead carrier on VHG's primary property and business-interruption insurance policy, Policy No. IIC-PRP-2022-07541, with a policy period running from July 1, 2022 through July 1, 2023. The primary layer provides a per-occurrence limit of $25,000,000 for covered property damage and business-interruption losses, subject to a deductible of $500,000 per occurrence. Ironclad issued the manuscript policy form, which governs the terms applicable throughout the insurance tower. It is anticipated that Ironclad will be named as the primary defendant in any coverage litigation, given its role as the lead carrier responsible for the initial coverage determination and its issuance of the reservation-of-rights letter dated August 22, 2022.
Key Personnel: Victor Haddon, Senior Vice President of Claims, has been identified as the primary claims decision-maker at Ironclad for purposes of VHG's Hurricane Callista losses.
Known Outside Counsel: Fendowell Rourke & Stanton LLP, with offices in Hartford, Connecticut and Tampa, Florida, has been identified as Ironclad's outside coverage counsel in this matter.
Conflicts Database Search Result: No current or prior representation of Ironclad Indemnity Corporation by the Firm was identified in any search of the Firm's conflicts database. No current adverse matters against Ironclad Indemnity Corporation were identified apart from the proposed engagement. The Firm has not represented any known parent, subsidiary, or affiliate of Ironclad Indemnity Corporation. Status: CLEARED.
3.2 Pinnacle Surplus Lines Inc. (First Excess Layer / Proposed Defendant)
Full Legal Name: Pinnacle Surplus Lines Inc.
Entity Type: Surplus-lines insurer authorized to write excess and surplus lines coverage in the State of Florida; domiciled in the State of Texas.
NAIC Number: 38214
Principal Office: 200 Congress Avenue, Suite 1400, Austin, TX 78701
Role in Dispute: Pinnacle Surplus Lines Inc. issued the first excess layer policy, Policy No. PSL-XS1-2022-3390, providing $15,000,000 in coverage excess of the $25,000,000 Ironclad primary layer (i.e., $15M xs $25M). The Pinnacle policy follows form with the Ironclad primary policy with respect to covered perils, exclusions, and conditions, except as specifically modified by endorsement. Pinnacle is a proposed defendant in the anticipated coverage litigation to the extent that VHG's aggregate losses exceed the primary layer.
Known Outside Counsel: Fendowell Rourke & Stanton LLP has been identified as Pinnacle's outside coverage counsel. It is understood that Ironclad and Pinnacle have entered into a joint defense arrangement, with Fendowell Rourke & Stanton serving as joint defense counsel for both carriers.
Conflicts Database Search Result: No current or prior representation of Pinnacle Surplus Lines Inc. by the Firm was identified. No current adverse matters against Pinnacle Surplus Lines Inc. were identified. The Firm has not represented any known parent, subsidiary, or affiliate of Pinnacle Surplus Lines Inc. Status: CLEARED.
3.3 Montclair Assurance Company (Second Excess Layer / Proposed Defendant)
Full Legal Name: Montclair Assurance Company
Entity Type: Admitted insurance carrier domiciled in the State of New York; authorized to write property and casualty insurance in multiple jurisdictions including Florida.
NAIC Number: 15692
Principal Office: 1 Liberty Plaza, 38th Floor, New York, NY 10006
Role in Dispute: Montclair Assurance Company issued the second excess layer policy, Policy No. MAC-XS2-2022-09817, providing $10,000,000 in coverage excess of $40,000,000 in underlying limits (i.e., $10M xs $40M, attaching above the combined Ironclad primary and Pinnacle first excess layers). Montclair is a proposed defendant in the anticipated coverage litigation to the extent VHG's aggregate losses exhaust the lower layers and reach into the second excess layer.
Known Outside Counsel: Delvecchio & Kraus LLP, with offices in New York, New York, has been identified as Montclair's outside coverage counsel in this matter.
Conflicts Database Search Result: No current or prior representation of Montclair Assurance Company by the Firm was identified. No current adverse matters against Montclair Assurance Company were identified. The Firm has not represented any known parent, subsidiary, or affiliate of Montclair Assurance Company. Status: CLEARED.
3.4 Sovereign Re Ltd. (Third Excess Layer / Proposed Defendant)
Full Legal Name: Sovereign Re Ltd.
Entity Type: Bermuda-domiciled reinsurer and excess carrier, authorized to participate in excess insurance placements in the United States through approved surplus-lines channels.
Principal Office: 14 Front Street, Hamilton HM 11, Bermuda
Role in Dispute: Sovereign Re Ltd. issued the third excess layer policy, Policy No. SRL-XS3-2022-5102, providing $10,000,000 in coverage excess of $50,000,000 in underlying limits (i.e., $10M xs $50M, attaching above the combined Ironclad primary, Pinnacle first excess, and Montclair second excess layers). Sovereign Re is a proposed defendant in the anticipated coverage litigation, as VHG's claimed losses of approximately $60,000,000 in aggregate business-interruption losses would fully exhaust the tower through the Sovereign Re layer.
Known Outside Counsel: Delvecchio & Kraus LLP has been identified as Sovereign Re's outside coverage counsel, representing Sovereign Re jointly with Montclair Assurance Company under a joint defense arrangement.
Conflicts Database Search Result: No current or prior representation of Sovereign Re Ltd. by the Firm was identified. No current adverse matters against Sovereign Re Ltd. were identified. The Firm has not represented any known parent, subsidiary, or affiliate of Sovereign Re Ltd. Status: CLEARED.
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 Advisors LLC
Principal Office: 2600 S. Bayshore Drive, Suite 800, Miami, FL 33133
Key Personnel: Franklin Orde, Account Executive, identified as the primary broker contact responsible for VHG's property and business-interruption insurance program.
Role: Tidewater Risk Advisors LLC served as the broker of record for VHG's property and business-interruption insurance program, including the placement and renewal of the policies at issue in this dispute. In that capacity, Tidewater was involved in the negotiation of policy terms, the preparation and submission of underwriting information to the insurers, and the representations made to the carriers during the July 2022 renewal cycle. Tidewater is a potential fact witness in the coverage dispute and may possess documents material to the issues of policy procurement, underwriting representations, and the scope of coverage negotiations.
It should be noted that while Tidewater is not currently a proposed adverse party in this matter, the possibility exists that Tidewater could become a co-defendant or the subject of cross-claims if the coverage dispute implicates allegations of broker negligence, errors or omissions in policy placement, or misrepresentations during the underwriting process. At present, however, no claims have been asserted or contemplated against Tidewater, and no current conflict exists.
Conflicts Database Search Result: No current or prior representation of Tidewater Risk Advisors LLC by the Firm was identified. No adverse interest was identified. Status: CLEARED. Monitoring recommended if Tidewater's role evolves during the litigation.
4.2 Arbor Claims Services LLC (Independent Adjusting Firm)
Full Legal Name: Arbor Claims Services LLC
Principal Office: 3300 W. Cypress Street, Suite 400, Tampa, FL 33607
Key Personnel: Denise Whitford, Lead Adjuster, identified as the adjuster assigned to inspect and adjust VHG's Hurricane Callista claim on behalf of Ironclad Indemnity Corporation.
Role: Arbor Claims Services LLC is an independent adjusting firm retained by Ironclad to inspect the damaged VHG properties, evaluate the scope of property damage and business-interruption losses, and prepare adjustment reports and recommendations for Ironclad's claims department. Arbor is a potential fact witness and custodian of documents relevant to the adjustment process, including inspection reports, estimates, and communications with VHG and Ironclad.
Conflicts Database Search Result: No current or prior representation of Arbor Claims Services LLC by the Firm was identified. No adverse interest was identified. Status: CLEARED.
4.3 Fendowell Rourke & Stanton LLP (Defense Counsel for Ironclad and Pinnacle)
Full Legal Name: Fendowell Rourke & Stanton LLP
Principal Office: 280 Trumbull Street, Suite 2200, Hartford, CT 06103
Additional Office (Tampa): 101 E. Kennedy Boulevard, Suite 3900, Tampa, FL 33602
Key Personnel: Gregory Stanton, Partner; Meredith Liang, Senior Associate; Colin Ashford, Junior Associate. These attorneys have been identified as the anticipated defense team for Ironclad Indemnity Corporation and Pinnacle Surplus Lines Inc. in this matter.
Conflicts Database Search Result: No current or prior co-counsel relationship, referral arrangement, or other engagement between the Firm and Fendowell Rourke & Stanton LLP was identified. No relationship of any kind between the Firm and Fendowell Rourke & Stanton LLP that would give rise to a conflict was identified. Status: CLEARED.
4.4 Delvecchio & Kraus LLP (Defense Counsel for Montclair and Sovereign Re)
Full Legal Name: Delvecchio & Kraus LLP
Principal Office: 425 Park Avenue, 20th Floor, New York, NY 10022
Key Personnel: Patricia Kraus, Partner; Raymond Cho, Senior Associate. These attorneys have been identified as the anticipated defense team for Montclair Assurance Company and Sovereign Re Ltd. in this matter.
Conflicts Database Search Result: No current or prior co-counsel relationship, referral arrangement, or other engagement between the Firm and Delvecchio & Kraus LLP was identified. No relationship of any kind between the Firm and Delvecchio & Kraus LLP that would give rise to a conflict was identified. Status: CLEARED.
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 proposed client, adverse parties, or their counsel.
5.1 Elaine Forsythe — Responsible Partner
Practice Group: Antitrust & Competition (cross-staffed to insurance-recovery matters as needed based on subject-matter expertise and client-relationship considerations)
Individual Conflicts Check: No personal conflicts of interest were identified. Ms. Forsythe has had no prior representation of, or professional engagement with, any of the identified adverse parties (Ironclad Indemnity Corporation, Pinnacle Surplus Lines Inc., Montclair Assurance Company, or Sovereign Re Ltd.), their counsel (Fendowell Rourke & Stanton LLP or Delvecchio & Kraus LLP), or any of the related parties identified in Section 4 above. Ms. Forsythe has no financial interest — including equity holdings, indebtedness, or any other pecuniary interest — in any adverse party identified in this memorandum. No familial, social, or other personal relationships were identified that would give rise to a conflict or the appearance of a conflict. Status: CLEARED.
5.2 Howard Bellamy — Billing Partner
Practice Group: Antitrust & Competition
Individual Conflicts Check: No personal conflicts of interest were identified. Mr. Bellamy has had no prior representation of, or professional engagement with, any of the identified adverse parties, their counsel, or any of the related parties. Mr. Bellamy has no financial interest in any adverse party identified in this memorandum. No familial, social, or other personal relationships were identified that would give rise to a conflict or the appearance of a conflict. Status: CLEARED.
5.3 Tiffany Rosenthal — Lead Associate
Practice Group: Mergers & Acquisitions (seconded to this engagement due to availability and prior experience with complex commercial disputes during her tenure at a prior firm)
Individual Conflicts Check: No personal conflicts of interest were identified. Ms. Rosenthal has had no prior representation of, or professional engagement with, any of the identified adverse parties, their counsel, or any of the related parties. Her lateral-hire conflict disclosure (dated February 2021, upon joining the Firm) was reviewed and revealed no conflicts with respect to the parties or subject matter at issue. Status: CLEARED.
5.4 Andrew Fitzpatrick — Working Associate
Practice Group: Mergers & Acquisitions (seconded to this engagement)
Individual Conflicts Check: No personal conflicts of interest were identified. The undersigned has had no prior representation of, or professional engagement with, any of the identified adverse parties, their counsel, or any of the related parties. My lateral-hire conflict disclosure (dated September 2020, upon joining the Firm) was reviewed and revealed no conflicts with respect to the parties or subject matter at issue. Status: CLEARED.
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 interruption at three luxury resort hotel properties owned and operated by VHG:
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 emergency repairs, guest relocation, and temporary business continuity measures.
VHG's property and business-interruption insurance program is structured as a layered tower with a total of $60,000,000 in coverage limits above a $500,000 per-occurrence deductible, as follows:
The scope of the Firm's proposed representation of VHG will encompass the following:
(a) Pre-litigation coverage analysis, including a detailed review of all applicable insurance policies, endorsements, and policy forms, with a focus on business-interruption coverage provisions, named-storm and windstorm sublimits, anti-concurrent-causation clauses, and any potentially applicable exclusions or limitations;
(b) Pre-litigation negotiations with the insurer defendants and their counsel, including the preparation and submission of a formal coverage demand and supporting documentation, and engagement in good-faith negotiations aimed at obtaining full and timely payment of VHG's covered losses;
(c) If negotiations are unsuccessful, the initiation and prosecution of coverage litigation in Florida state court. The anticipated venue for filing is the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, based on the location of VHG's principal place of business and applicable venue provisions; and
(d) Such additional related matters as may arise during the course of the engagement and as agreed upon by VHG and the Firm.
The governing law for the insurance-coverage dispute is the law of the State of Florida, including Florida's Insurance Code (Fla. Stat. Ch. 624–651), applicable provisions of the Florida Civil Remedies and Procedures Code, and relevant Florida case law governing the interpretation of insurance contracts and the obligations of insurers.
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, Lydia Chambers.
The following search methodology was employed:
(a) Search Terms. The following categories of search terms were entered into the Firm's conflicts database:
(i) The full legal names and all known short names, trade names, and aliases of the proposed client (Verimark Hospitality Group Inc.; Verimark; VHG) and all identified adverse parties (Ironclad Indemnity Corporation; Pinnacle Surplus Lines Inc.; Montclair Assurance Company; Sovereign Re Ltd.);
(ii) NAIC numbers for all identified insurer parties (20537, 38214, 15692);
(iii) The names of key personnel identified for conflicts purposes, including officers and directors of VHG (Marcus Ellsworth, Diane Calder, Nathaniel Driscoll, Sandra Pellegrini) and claims personnel of the insurer defendants (Victor Haddon);
(iv) The names of known affiliated entities and subsidiaries of VHG and each insurer defendant, to the extent ascertainable from public records and regulatory filings;
(v) The names of the insurance broker (Tidewater Risk Advisors LLC; Franklin Orde) and the independent adjusting firm (Arbor Claims Services LLC; Denise Whitford); and
(vi) The names of identified opposing counsel firms and individual attorneys (Fendowell Rourke & Stanton LLP; Gregory Stanton, Meredith Liang, Colin Ashford; Delvecchio & Kraus LLP; Patricia Kraus, Raymond Cho).
(b) Database Sources Cross-Referenced. The search terms identified above were run against the following databases and records maintained by the Firm:
(i) The Firm's active matters database, which contains the names of all current clients, adverse parties, and related parties in all open engagements across all offices;
(ii) The Firm's closed matters archive, which contains the names of all clients, adverse parties, and related parties in engagements closed within the past fifteen (15) years;
(iii) Lateral-hire conflict disclosures submitted by all attorneys who joined the Firm within the past seven (7) years, which include lists of clients and matters handled at prior firms; and
(iv) The Firm's business-development pipeline, which tracks prospective engagements and potential new client relationships in various stages of intake.
(c) Scope of Insurer-Specific Searches. Particular attention was paid to identifying any matters — whether current or historical — in which the Firm represented any of the four insurer defendants (Ironclad Indemnity Corporation, Pinnacle Surplus Lines Inc., Montclair Assurance Company, or Sovereign Re Ltd.) or any of their known affiliates, parent companies, or subsidiaries, in any capacity, including but not limited to coverage matters, regulatory matters, corporate transactions, or general commercial litigation. No such representations were identified.
(d) Scope of VHG-Specific Searches. The search additionally encompassed any matters in which the Firm was adverse to VHG or any of its known affiliates, subsidiaries, or predecessors. No such adverse engagements were identified.
All search results were documented in the Firm's conflicts tracking system and are retained in the electronic file for proposed engagement number 1021-00003.
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 identified with respect to any of the parties listed above.
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 identified that would preclude or require a conflict waiver for Calderwood & Harkness LLP's representation of Verimark Hospitality Group Inc. in the proposed insurance-coverage matter (Proposed Engagement No. 1021-00003).
Accordingly, I recommend that the engagement may proceed, subject to execution of the engagement letter and completion of the Firm's standard new-client intake procedures, including anti-money laundering and client identification protocols.
I further note the following precautionary observations for ongoing monitoring purposes:
(a) If additional adverse parties or related parties are identified during the course of the representation — for example, if cross-claims are asserted against Tidewater Risk Advisors LLC for broker negligence, if additional insurers or reinsurers are joined as parties, or if VHG identifies previously undisclosed affiliated entities — supplemental conflicts checks should be run promptly in accordance with the Firm's Conflicts Clearance Policy.
(b) If any member of the engagement team becomes aware of a potential conflict that arises after the commencement of the engagement, such potential conflict should be reported immediately to the Responsible Partner (Elaine Forsythe) and the Firm's General Counsel for evaluation.
(c) Periodic re-checks of the Firm's conflicts database are recommended at regular intervals during the pendency of this engagement, consistent with the Firm's standard practice for litigation matters of this scope and complexity.
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)
________________________________________
Name: ________
Title: ________
Date: ________
Distribution: A copy of this Conflicts Check Memorandum is to be maintained in the engagement file for Matter No. 1021-00003. This document is not to be distributed outside the Firm without the prior written authorization of the Responsible Partner or the Firm's General Counsel.
Layer | Carrier | Policy Number | Limits | Attachment Point
Primary | Ironclad Indemnity Corporation | IIC-PRP-2022-07541 | $25,000,000 | $500,000 deductible
1st Excess | Pinnacle Surplus Lines Inc. | PSL-XS1-2022-3390 | $15,000,000 | $25,000,000
2nd Excess | Montclair Assurance Company | MAC-XS2-2022-09817 | $10,000,000 | $40,000,000
3rd Excess | Sovereign Re Ltd. | SRL-XS3-2022-5102 | $10,000,000 | $50,000,000
Party | Role | Prior/Current Firm Representation | Adverse Interest | Status
Verimark Hospitality Group Inc. | Proposed Client | None identified | No prior adverse engagement | CLEARED
Ironclad Indemnity Corporation | Primary Insurer / Proposed Defendant | None identified | None apart from proposed matter | CLEARED
Pinnacle Surplus Lines Inc. | 1st Excess Layer / Proposed Defendant | None identified | None identified | CLEARED
Montclair Assurance Company | 2nd Excess Layer / Proposed Defendant | None identified | None identified | CLEARED
Sovereign Re Ltd. | 3rd Excess Layer / Proposed Defendant | None identified | None identified | CLEARED
Tidewater Risk Advisors LLC | Insurance Broker (Related Party) | None identified | Not an adverse party | CLEARED
Arbor Claims Services LLC | Independent Adjuster (Related Party) | None identified | Not an adverse party | CLEARED
Fendowell Rourke & Stanton LLP | Defense Counsel (Ironclad/Pinnacle) | No co-counsel or other relationship | N/A | CLEARED
Delvecchio & Kraus LLP | Defense Counsel (Montclair/Sovereign Re) | No co-counsel or other relationship | N/A | CLEARED

CALDERWOOD & HARKNESS LLP 333 SE 2nd Avenue, Suite 4400 Miami, FL 33131

CONFLICTS CHECK MEMORANDUM

Record

Parties

Dates

Amounts