EXHIBIT A

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 1 of

47
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO. ___________

DEAN VAGNOZZI, 

Plaintiff,

v.

SCOTTSDALE INSURANCE COMPANY,

GENERAL SECURITY NATIONAL 

INSURANCE COMPANY, GOTHAM 

INSURANCE COMPANY, INDIAN 

HARBOR, QBE SPECIALTY, EVANSTON 

INSURANCE, ENDURANCE INSURANCE, 

STAR SURPLUS, ECKERT SEAMANS, 

CHERIN & MELLOTT, LLC,

JOHN PAUCIULO, ESQUIRE. 

Defendants.

____________________________________/

COMPLAINT FOR DECLARATORY JUDGMENT RELIEF

NOW COMES Plaintiff, Dean Vagnozzi (“Vagnozzi”), by and through his undersigned 

counsel, and hereby files the following Complaint for Declaratory Judgment Relief against the 

above-named Defendants. In support of his Complaint, Vagnozzi states the following:

NATURE OF ACTION

1. This complaint seeks a declaratory judgment concerning the amount of available 

insurance proceeds under legal malpractice liability insurance policies as they relate to the 

malpractice claims asserted by Vagnozzi against his former attorney, John W. Pauciulo, Esquire, 

and the law firm of Eckert Seamans, Pauciulo’s former firm. 

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 2 of

47
2

2. Vagnozzi’s malpractice Complaint was filed in the Pennsylvania Court of 

Common Pleas of Philadelphia County and is styled as Vagnozzi v. Eckert Seamans Cherin & 

Mellott and John Pauciulo, May Term 2021 No. 002115. 

3. Vagnozzi seeks to resolve the controversy over whether his malpractice 

Complaint contains separate “claims” apart from claims made and complaints filed by several 

different parties in different litigation arising out of investments made in a merchant cash 

advance company, Complete Business Solutions Group, Inc. d/b/a Par Funding (“Par Funding”). 

4. Par Funding is the subject of an SEC receivership action pending in this Court 

before the Honorable Rodolfo A. Ruiz, styled as SEC v. Complete Business Solutions Group, 

Inc. d/b/a Par Funding, et al., Case No. 20-CV-81205-RAR (“Receivership Action”). 

5. Resolution of the issues set forth herein will resolve whether the available 

insurance proceeds to pay damages for Vagnozzi’s claims and the other parties’ claims are 

capped at the “single claim” limit of $50,000,000 under the polices, or whether Vagnozzi’s 

Complaint includes separate “claims” that trigger the policies’ aggregate limit up to 

$100,000,000.

6. Resolution of this issue is critical at this time because this Court’s Receiver in the 

Receivership Action has recently announced he and other investors in Par Funding have reached 

an agreement in principle with Eckert Seamans and Pauciulo. 

7. The Court will have to approve the Receiver’s agreement in principle, and in 

doing so, will need to determine the scope of insurance coverage applicable to those claims and 

Vagnozzi’s Complaint. 

8. The insurers named herein have taken the false position that the total available 

insurance limits for all claims related to Par Funding, including the claims in Vagnozzi’s 

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 3 of

47
3

malpractice Complaint, is $50,000,000 when, in fact, Vagnozzi’s Complaint contains separate 

“claims” that trigger the $100,000,000 aggregate limit of the policies. 

9. Vagnozzi thus brings this declaratory judgment action requesting the Court 

resolve the parties’ insurance coverage dispute as to whether Vagnozzi’s malpractice Complaint 

gives rise to separate “claims” under the language of the subject insurance policies such that an 

additional $50,000,000 in insurance proceeds are available for Vagnozzi’s claims, which are 

separate from claims related to Par Funding. 

PARTIES

10. Plaintiff Vagnozzi is an adult individual who resides and is domiciled in 

Pennsylvania at 114 Itham Lane, Collegeville, Pennsylvania 19426. 

11. Defendant Scottsdale Insurance Company (“Scottsdale”) is an insurance 

company, incorporated in the State of Ohio, with a principal place of business at 8877 North 

Gainey Center drive, Scottsdale, AZ 85258. 

12. Defendant General Security National Insurance Co. (“General”) is an insurance 

company, incorporated in the State of New York, with a principal place of business at One 

Seaport Plaza, 199 Water Street, 21st Floor, New York, NY 10038. 

13. Defendant Gotham Insurance Co. (“Gotham”) is an insurance company,

incorporated in the State of New York, with a principal place of business at 412 Mt. Kemble 

Avenue Suite 300C, Morristown, NJ 07960. 

14. Defendant Indian Harbor Insurance Co. (“Indian Harbor”) is an insurance, 

incorporated under the laws of the State of Delaware, with a principal place of business at 70 

Seaview Avenue, Stamford, CT 06902. 

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 4 of

47
4

15. Defendant QBE Speciality Insurance Co. (“QBE”) is upon information and belief 

an Australian insurance company with a principal place of business at 55 Water Street, New 

York, NY 10041. 

16. Defendant Evanston Insurance Co. (“Evanston”) is an insurance company, 

incorporated in the State of Illinois, with a principal place of business at 10275 W. Higgins Rd, 

Suite 750, Rosemond, Illinois 60018. 

17. Defendant Endurance Insurance Co. (“Endurance”) is an insurance company, 

incorporated in the State of Delaware, with a principal place of business at 750 3rd Ave, Fl 2, 

New York, NY 10017. 

18. Defendant Star Surplus Insurance Co. (“Star Surplus”) is an insurance company, 

incorporated in the State of Illinois, with a principal place of business at 399 Park Avenue, 8th

Floor, New York, NY 10022. 

19. The above Defendants identified in paragraphs 11-18 are at times collectively 

referred to herein as “Insurance Defendants.”

20. Defendant John W. Pauciulo, Esquire (“Pauciulo”) is an individual citizen of the 

Commonwealth of Pennsylvania, who is licensed to practice law in the Commonwealth of 

Pennsylvania and was a “Member” of the law firm Eckert Seamans Cherin & Mellott, LLC

(“Eckert Seamans,” “Eckert,” or “firm”). Pauciulo presently practices at his law offices located

at 1055 Westlakes Drive, Suite 300, Berwyn, Pennsylvania 19312.

21. Defendant Eckert Seamans Cherin & Mellott, LLC (“Eckert Seamans,” or 

“Eckert”) is a limited liability corporation organized for the purpose of providing legal services to

the public including, with offices located at 50 S. 16th Street, 22nd Floor, Philadelphia, PA 

19102.

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 5 of

47
5

JURISDICTION & VENUE

22. This case is related to the SEC Receivership Action, SEC v. Complete Business 

Solutions Group, Inc. d/b/a Par Funding, et al., Case No. 20-CV-81205-RAR, wherein the 

Court has appointed a receiver over the various entities named as defendants in that action, and 

pursuant to its “equity jurisdiction,” the Court has entered litigation stays over Vagnozzi’s 

malpractice claims and other parties’ claims against Eckert Seamans and Pauciulo which relate 

to Par Funding and the Receivership Action. 

23. The Court has subject matter jurisdiction because the requested declaratory 

judgment relief pursuant to 28 U.S.C. § 2201 relates to the Court’s exercise of equity 

jurisdiction in the Receivership Action, in which the Court is called upon to approve or 

disapprove the pending agreement in principle between the Receiver and Eckert Seamans and 

Pauciulo, which will be funded by the Insurance Defendants. 

24. The requested declaratory judgment in this matter is therefore related and

incident to the Court’s equity jurisdiction in the Receivership Action such that the Court has 

subject matter jurisdiction to determine the parties’ rights under the insurance policies in 

question.

1

 

1 By bringing this declaratory judgment action before this Court pursuant to the Court’s equity jurisdiction in the 

Receivership Action, Vagnozzi does not suggest that the Court in the Receivership Action has jurisdiction over his 

malpractice Complaint or that the Court’s equity jurisdiction extends so far as to permit the Court to enter a “bar 

order” against Vagnozzi’s claims. To the contrary, the Court’s equity jurisdiction in the Receivership Action does 

not extend so far as to permit the Court to bar claims of non-parties such as Vagnozzi, which are asserted against 

non-parties, such as Eckert and Pauciulo. See, e.g., Digital Media Solutions LLC v. South University of Ohio, LLC, 

59 F.4th 772 (6th Cir. 2023). Vagnozzi is, however, filing this declaratory judgment action before this Court for 

purposes of efficiency because the Court will shortly be determining the equity and fairness of the Receiver’s 

proposed settlement with Eckert and Pauciulo, and the insurance coverage issues raised in this Complaint are 

relevant to the Court’s decisions concerning the Receiver’s proposed settlement in principle. 

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 6 of

47
6

RELEVANT FACTS SUPPORTING DECLARATORY JUDGMENT

25. On April 23, 2021, Vagnozzi instituted a lawsuit in Pennsylvania state court 

against Pauciulo and the law firm, Eckert Seamans, based on the legal services Pauciulo and 

Eckert performed for Vagnozzi over a period of several years. Vagnozzi v. Eckert Seamans 

Cherin & Mellott and John Pauciulo, May Term 2021 No. 002115 (“Vagnozzi Action”). A copy 

of the Complaint in the Vagnozzi Action is attached as Exhibit “A.” 

26. Eckert Seamans and Pauciulo are insured for liability purposes by the Insurance 

Defendants, which have collectively issued claims made liability policies for the policy year 

November 1, 2020 through November 1, 2021 (“Policy Period”). 

27. While Eckert’s primary insurer is Scottsdale, which has a $10,000,000 liability 

limit, the Insurance Defendants have collectively issued primary and excess “claims made” 

policies with a single claim liability limit of $50,000,000 and aggregate claim limits of 

$100,000,000 for the 2020-2021 Policy Period. 

28. The relevant language in the policies states that “All CLAIMS (regardless of 

whether they involve one or more INSUREDS) arising out of the same ACT, or series of related 

ACTS, shall constitute a single Claim, irrespective of the number of claimants . . .” A true and 

correct copy of the primary Scottsdale Policy, which all policies issued by the Insurance 

Defendants incorporates and adopts, is attached as Exhibit “A.” 

29. The Insurance Defendants named herein have collectively taken the position that 

Vagnozzi’s Complaint, along with the claims made and complaints filed by several other parties,

including the Receiver, all “arise out of the same ACT, or series of related ACTS” because they 

all relate to investments made in Par Funding’s merchant cash advance business. 

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 7 of

47
7

30. Initially, however, the Insurance Defendants, through their legal counsel, 

acknowledged that Vagnozzi’s claims included separate “claims” for insurance purposes, noting, 

in a letter to Eckert, that “with respect to the Pillar 6 Claim, based on the information available to 

us at this time, Vagnozzi’s merchant cash advance appears to be separate from Vagnozzi’s life 

insurance business. Accordingly, Insurers will continue to treat the Pillar 6 Claim [a Vagnozzi 

related investment] as a separate claim . . ..” A copy of the November 9, 2020 letter from 

Insurance Defendants’ counsel to Eckert is attached as Exhibit “B.” 

31. However, as of July 15, 2021, counsel for the Insurance Defendants reversed 

positions and sent a letter to Eckert’s Chief Legal Counsel, Timothy Coon, identifying the 

various Par Funding related claims and complaints, including Vagnozzi’s, taking the position 

that all such claims constitute a “single claim” under the relevant policies. A copy of the July 15, 

2021 letter from the third-party administrator for the Insurance Defendants is attached as Exhibit 

“C.” 

32. In response, Eckert, through its Chief Legal Counsel, Timothy Coon, Esquire,

disputed this interpretation as it relates to the claims in the Vagnozzi Action, noting “we believe 

further information is needed to assess whether some of the other suits are limited to ‘claims that 

arise out of the same Act or series of related Acts’. As one example, the Dean Vagnozzi suit 

appears to allege different acts, claims, and time periods than those involved in the three class 

actions or the Schapperle claim.” A copy of Mr. Coon’s March 21, 2022 letter is attached as 

Exhibit “D.” 

33. The Insurance Defendants’ stated position in its counsel’s July 15, 2021 letter –

that all of the identified cases constitute a “single claim” under the subject policies – drastically 

impacts the available insurance proceeds to satisfy the claims in the Vagnozzi’s Action because, 

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 8 of

47
8

if accurate, the available insurance proceeds would be capped at the single claim limit of 

$50,000,000, which would need to be shared by Vagnozzi with all other claimants asserting 

claims related to Par Funding. 

34. While Vagnozzi’s malpractice complaint does include claims related to 

investments in Par Funding, as Eckert notes, the Vagnozzi Action also contains legal malpractice 

claims that have no connection to Par Funding investments. 

35. For example, the Vagnozzi Action includes acts of malpractice related to 

Vagnozzi’s solicitations for a company called Fallcatcher, Inc., which related to investments 

made in a company that developed a method to assist healthcare insurance companies detect 

fraudulent billing practices by medical providers. 

36. The Fallcatcher investments were found by the Securities and Exchange 

Commission (“SEC”) to be illegal and in violation of federal securities laws despite the advice 

by Pauciulo and Eckert to the contrary. 

37. Similarly, Vagnozzi’s malpractice Complaint includes claims related to eight life 

insurance settlement funds called “Pillar Life Settlement Funds 1-8,” whereby Vagnozzi, 

following Pauciulo’s legal advice, solicited funds from investors to buy life insurance policies 

from about 2010-2018. 

38. The SEC likewise determined Vagnozzi’s Pillar Life Settlement Funds 1-8 were 

illegal and in violation of federal securities laws despite the advice by Pauciulo and Eckert to the 

contrary. 

39. Neither the Fallcather investments nor the Pillar Life Settlement Funds 1-8 

involved investments in Par Funding and each were declared illegal by the SEC as a direct result 

of the legal malpractice of Pauciulo and Eckert.

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 9 of

47
9

40. Pauciulo’s and Eckert’s malpractice with respect to the legality of the Fallcatcher 

investments and the Pillar Life Settlement Funds 1-8 each caused Vagnozzi to suffer enormous 

financial and reputational damages which are completely independent from the harm caused to 

Vagnozzi related to the investment funds in Par Funding. 

41. Thus, the claims in Vagnozzi’s Complaint related to Fallcatcher and Pillar Life 

Settlement Funds 1-8 do not “arise out of the same ACT, or series of related ACTS” as the 

complaints and claims premised on the illegality of investments in Par Funding. 

42. Vagnozzi’s Fallcatcher and Pillar Life Settlement Fund claims are thus separate 

“claims” from the Par Funding related “claims,” and therefore trigger the aggregate coverage of 

$100,000,000 under the subject insurance policies. 

43. Even though the Vagnozzi Action contains claims separate from the claims 

related to Par Funding, recently the Receiver appointed in the Receivership Action announced 

that he and investors in Par Funding have reached a “settlement in principle” with Eckert and 

Pauciulo, whereby the Insurance Defendants, on Eckert and Pauciulo’s behalf, have agreed in 

principle to settlement terms. (Those terms are confidential and thus are not repeated or attached 

to this Complaint.) 

44. The Receiver’s agreement in principle fails to take into account the fact that the 

Vagnozzi Action has separate claims that do not “arise out of the same Act or series of related 

Acts” as the Par Funding related claims, which trigger the insurance policies’ aggregate limits of 

$100,000,000.

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 10 of

47
10

COUNT I

Vagnozzi v. Insurance Defendants

Request for Declaratory Judgment, 28 U.S.C. § 2201 

45. Plaintiff hereby incorporates all allegations of this Complaint as though same 

were fully set forth herein at length. 

46. The Policies issued by the Insurance Defendants covering the liability of Eckert 

Seamans and Pauciulo for the Vagnozzi Action have single claim limits of $50,000,000 and an 

aggregate claim limit of $100,000,000 for multiple claims. 

47. The Policies all state that “All CLAIMS (regardless of whether they involve one 

or more INSUREDS) arising out of the same ACT, or series of related ACTS, shall constitute a 

single Claim, irrespective of the number of claimants . . .” 

48. The Insurance Defendants have taken the position that the Vagnozzi Action is part 

of the many actions and claims asserted against Eckert and Pauciulo related to investments in Par 

Funding such that they all constitute a “single Claim” which arise out of the “same Act or series 

of related Acts” under the Policies. 

49. The Vagnozzi Action alleges separate acts of malpractice related to Fallcatcher, 

Inc. and Pillar Life Insurance Settlements Funds 1-8 that have no connection to Par Funding.

50. The Vagnozzi Action thus constitutes separate claims under the Insurance 

Defendants’ Policies such that an additional $50,000,000 of insurance proceeds – apart from the 

$50,000,000 available to settle the Receiver’s and other claims -- is available to cover the 

liability of Eckert and Pauciulo for Vagnozzi’s claims. 

51. There is a real and actual controversy concerning the interpretation and meaning 

of the aforementioned policy language such that the Court should declare the parties’ rights 

pursuant to 28 U.S.C. § 2201. 

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 11 of

47
11

WHEREFORE, Plaintiff respectfully requests the Court to enter a declaratory judgment 

as follows:

(a) Declaring that the claims in the Vagnozzi Action are not part of the “single claims” 

related to Par Funding, but constitute separate claims under the insurance policies 

issued by the Insurance Defendants;

(b) Declaring that the available insurance proceeds to cover the liability of Eckert 

Seamans and Pauciulo for the claims in the Vagnozzi Action is $50,000,000; and

(c) Entering any further relief deemed just and equitable under the circumstances. 

Respectfully submitted,

BOCHETTO & LENTZ, P.C.

1524 Locust Street

Philadelphia, PA 19102

Telephone: 215-735-3900

Fax: 215-735-2455

E-mail: gbochetto@bochettoandlentz.com

By: /s/ George Bochetto 

George Bochetto, Esquire

Pro Hac Vice 

Attorneys for Plaintiff Dean 

Vagnozzi

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 12 of

47
12

And

EATON & WOLK, PL

Local Counsel for Bochetto & Lentz, P.C.

2665 S. Bayshore Drive, Suite 609

Miami, Florida 33133

Telephone: 305-249-1640

Email: wwolk@eatonwold.com

mcomas@eatonwolk.com

By: s/William G. Wolk__________

WILLIAM G. WOLK

FBN: 103527

 

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 13 of

47
EXHIBIT A

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 14 of

47
DECLARATIONS

ELITE LAWYERS LIABILITY

PRIMARY INDEMNIFICATION POLICY

Policy Number

SCOTTSDALE INSURANCE COMPANY®

Nome office: LWS0000869

One Nationwide Plaza Columbus, Ohio 43215

Administrative Office:

8877 North Gainey Center Drive «

Scottsdale, Arizona 85258

1-800-423-7675

A STOCK COMPANY

NAMED INSURED AND MAILING ADDRESS:

Eckert Seamans Cherin & Mellot,LLC

600 Grant Street, U.S. Steel Tower, 44th Floor

Pittsburgh, PA 15219

LWS0000677

Renewal of Number

AGENT NAME AND ADDRESS:

Huntersure LLC

229 Seventh Street, Suite 303

Garden City, NY 11530 Agent No.:

POLICY PERIOD: From: November 1, 2020 To: November 1, 2021

12:01 A.M. Standard Time at the Name of the INSURED’S mailing address.

Limit of Liability eeeeeesesereseseeereeeeseeesseesessssesssesesssssssssssssssss0s0s0 essesess sess sess esseessa $ 10,000,000

In the aggregate including reasonable costs, charges and expenses

Round The Clock Reinstatement of the Limit ce cect cece cece cece se aacaeeeeeeesessccaaeeeeeeesYes No

Retention:

Retention (a) each and every CLAIM including reasonable costs, charges and expenses:........ $ 750,000

Retention (b) in the aggregate including reasonable costs, charges and expenses: .................$ 1,500,000

Retention (c) each and every CLAIM including reasonable costs, charges and expenses:........ $ 100,000

PLOMiUM: cece cece ce eeneececeneeeeceeeeeeeceeeeeee sees ates sees sees aeeeseesaeeesecaeeeeecseeseceseeesecsneeeesssieeeesesieeeescnas $ 895,000

Choice of Law in the event of a Policy Dispute: Pennsylvania

Payment Terms: 30 Days

Date of Proposal: September 21, 2020

Arbitrator or Arbitration Association:

INSURER'S Representatives: Anthony P. Spain + Mendes & Mount, LLP + 750 Seventh Avenue » New York, NY 10019

INSURED’S Representatives: Risk Strategies Company 2040 Main Street, Suite 450 -

irvine, CA 92614

INSURER(S): Scottsdale Insurance Company

40% % part of each dollar of limit and premium expressed hereon and of payment thereunder

Policy and endorsements attached at inception: (Attached on second page)

THIS IS A CLAIMS MADE POLICY. PLEASE READ IT CAREFULLY.

THE DECLARATIONS, TOGETHER WITH THE POLICY FORMS, ENDORSEMENTS, IF ANY,

AND APPLICATION, COMPLETE THE ABOVE-NUMBERED POLICY.

LWS-D-1 (8-10)

ESCM_DV-0122246

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 15 of

47
(Declarations continued)

Policy and endorsements attached at inception:

* Extended Reporting Period Amendatory Endorsement

*

Damages Amendatory Endorsement

Amended Definition of Claim Endorsement

* Amended Merged and Acquired Individuals, Groups or Firms

Condition

*

Knowledgeof Claim Endorsement

Other Insurance Condition Endorsement

Fee Extension Endorsement

* Amended Definition of Employee Endorsement

*

Amendedatory Endorsement

* Self Defense Endorsement

Amended Definition of Firm Endorsement

"The insurer which has issued this insurance is not licensed by the Pennsylvania Insurance Department and is subject to

limited regulation. This insurance is NOT covered by the Pennsylvania Insurance Guaranty Association. Placed by: (RSC

Insurance Brokerage Inc., License No. 68844).”

THE DECLARATIONS, TOGETHER WITH THE POLICY FORMS, ENDORSEMENTS, IF ANY,

AND APPLICATION, COMPLETE THE ABOVE-NUMBERED POLICY.

LWS-D-1 (8-10)

ESCM_DV-0122247

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 16 of

47
SCOTTSDALE INSURANCE COMPANY®

A Stock Insurance Company, herein called the Company

ELITE LAWYERS PRIMARY INDEMNIFICATION FORM

THIS POLICY, SUBJECT TO ITS TERMS, CONDITIONS, EXCLUSIONS AND LIMITATIONS, IS APPLICABLE ONLY

TO CLAIMS FIRST MADE AGAINST ANY INSURED AS DESCRIBED HEREIN DURING THE POLICY PERIOD OR

ANY APPLICABLE EXTENSION THERETO. THE LIMIT OF LIABILITY AVAILABLE TO PAY ANY DAMAGES OR

SETTLEMENTS WILL BE REDUCED AND MAY BE EXHAUSTED BY CLAIMS EXPENSES. CLAIMS EXPENSES

WILL BE APPLIED AGAINST THE RETENTION. THIS IS A NON-CANCELLABLE POLICY EXCEPT AS PROVIDED

FOR HEREIN.

Whereas the FIRM has made to the INSURER herein a

written application of insurance containing particulars

and statements (“the Application’) which it is hereby

agreed are material and the basis of the contract, and

has paid or has agreed to pay the sums stated in the

Declarations as consideration to the INSURER:

|. COVERAGE

This policy is to indemnify, subject to its terms, conditions, exclusions and limitations, any INSURED (as

hereinafter defined) in respect of any CLAIM first

made against any INSURED during the POLICY

PERIOD by reason of any ACT (as hereinafter defined) committed at any time prior to the end of

the POLICY PERIOD wherever such ACT was or

may have been committed or alleged to have been

committed:

A. by any INSURED, or any other person or entity

in the conduct of any business conducted by or

on behalf of the FIRM in its professional capacity

as Attorneys, Counselors at Law or Notaries; or

B. by any INSURED acting in his/her professional

capacity as Attorney, Counselor at Law or Notary of the FIRM (whether or not in the name of

the FIRM), provided always that either (a) a portion of the fee for legal or non-legal services (if

a fee is charged, and regardless of whether

such fee is actually collected) accruing from

such work inures to the benefit of the FIRM or

(b) such work was performed with the prior written approval of the FIRM.

If, without the prior written approval of the FIRM,

a fee is charged by any INSURED acting in

his/her professional capacity as Attorney, Counselor at Law, or Notary and no portion of such

fee in fact inures to the benefit of the FIRM, then

this section shall not be applied to deny cover to

any INSURED who did not benefit from such fee.

LWS-P-1 (5-10) Page 1 of9

In extension and not in limitation of the foregoing

such business or work shall be deemed to include

services as an administrator, executor, trustee,

guardian, receiver, conservator, mediator, arbitrator,

other dispute resolution neutral, committee for incompetent, lobbyist, agent to title insurance company and/or designated issuing attorney to a title

insurance company, or other fiduciary, or similar

agent or advisor.

DEFINITIONS

A. ACT shall mean any act, error or omission

(whether of acts, facts, law or otherwise), breach

of contract for professional services, breach of

duty, inducement of breach of contract or duty,

libel or slander, false arrest, detention or imprisonment, wrongful entry or eviction, invasion of

the right of private occupancy, malicious prosecution, abuse of process, violation of the right of

privacy, or any allegation thereof.

B. CLAIM shall mean:

1. any written demand in which DAMAGES are

sought against any INSURED;

2. any written notice received by any INSURED

from, or on behalf of, any person that it is the

intention of such person to hold the INSURED responsible for the results of any

specified ACT;

3. written notice of the commencement of any

judicial, administrative or other proceeding

against any INSURED; or

4. a written request made to an INSURED to

toll or waive a statute of limitations relating to

a potential CLAIM.

All CLAIMS (regardless of whether they involve

one or more INSUREDS) arising out of the same

ESCM_DV-0122248

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 17 of

47
LWS-P-1 (5-10)

ACT, or series of related ACTS, shall constitute

a single CLAIM, irrespective of the number of

claimants and shall be deemed to have been

made during the POLICY PERIOD in which such

CLAIM arising from the ACT or series of related

ACTS is first made against such INSUREDS

without regard to the POLICY PERIOD(S) in

which later CLAIMS arising out of such ACT or

series of related ACTS are asserted.

DAMAGES shall mean a monetary judgement,

award or settlement and shall include, where insurable by law, compensatory damages, penalties in the nature of punitive damages, and/or

punitive damages.

. EMPLOYEE shall include any natural person

working with the FIRM whom the FIRM designates as an EMPLOYEE for the purposes of this

policy at the time notice of the matter is first provided to the INSURED.

FIRM shall mean the persons carrying on business under the Named Insured as stated in the

Declarations herein (whether as a partnership,

professional corporation, or otherwise) and any

associated or subsidiary entities, sole proprietorships, partnerships that are owned and operated

by one or more partners of the FIRM which are

required to be established by law or local regulations for the sole purpose of conducting business

by or on behalf of the FIRM in the FIRM’S professional capacity as attorneys, counselors at

law or notaries, and others as more fully described in the policy and shall also include their

Predecessors in Business as stated in the

Declarations.

INSURED shall mean the FIRM and each of the

following persons (and/or heirs and estates) as

defined in 1. through 5. below, but only with respect to any CLAIM arising out of any ACTS

committed or alleged to have been committed

during a period when the person who committed

or is alleged to have committed the ACTS was

acting on behalf of the FIRM within the scope of

Sections or |.B., above:

1. the partners, shareholders, officers and directors of the FIRM and any other person or

persons who may at any time and from time

to time be a partner, shareholder, officer, or

director in the FIRM;

2. the partners, shareholders, officers and directors no longer in the FIRM who were

Page 2 of 9

partners, shareholders, officers and directors

in the FIRM at the time of the ACT;

3. the FIRM’S EMPLOYEES or former EMPLOYEES, but only with respect to any ACT

committed in the course of their employment

by the FIRM in the conduct of the FIRM’S

business, or as provided in section |.B.

above;

4. persons designated “counsel” or “of-counsel”

to the FIRM but only in their capacities as

such, or as provided in section |.B. above;

and

5. former partners, shareholders, officers and

directors of the FIRM and EMPLOYEES in

respect of services performed.

1. through 5. above are understood to include,

where applicable, Professional Corporations and

directors, officers, stockholders, and employees

of the Professional Corporations.

. INSURER shall mean the INSURER and/or INSURERS named on the Declarations.

POLICY PERIOD shall mean the period of time

stated in the Declarations or any shorter period

resulting from policy cancellation.

. EXCLUSIONS

This policy does not apply to:

A. any CLAIM or circumstance in respect of which

any INSURED, before the inception date of the

POLICY PERIOD, has given valid written notice

to any other insurance carrier or is disclosed in

the Application;

any CLAIM, other than those excluded by Exclusion IIl.A. above, for which any INSURED is entitled to indemnity hereunder which is insured by

any other policy or policies under which payment

of the CLAIM is actually made, except in respect

of any excess beyond the amount or amounts of

such payments under such other policy or policies. This exclusion shall not apply to policies

specifically written as excess insurance over the

primary Limits of Liability of this policy. If a

CLAIM falls both within this exclusion and Exclusion IIl.A. above, Exclusion IIl.A. above shall

be deemed to apply;

any CLAIM arising out of any INSURED acting in

the capacity of a director and/or officer of any

entity other than as a director and/or officer of an

ESCM_DV-0122249

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 18 of

47
LWS-P-1 (5-10)

INSURED Professional Corporation. However,

coverage shall apply to any CLAIM arising out of

the actual or alleged performance of professional

services on behalf of the FIRM within the scope

of Sections |.A. or |.B. by any INSURED for such

entity;

any CLAIM arising under the Employee Retirement Income Security Act of 1974 Public Law

93-406 and amendments thereto against any

INSURED while acting as a fiduciary within the

meaning of said Act. Nothing in the foregoing

shall be deemed to exclude coverage for ACTS

committed while providing legal services as otherwise provided by the policy;

any CLAIM alleging the fraud or dishonesty of

any INSURED if a judgment or other final adjudication shall establish that such INSURED committed or personally acquiesced in the commitment

by another INSURED of active and deliberate

fraud or dishonesty with actual fraudulent or dishonest purpose and intent. However, nothing contained in the foregoing shall exclude coverage to

the FIRM, or to any other INSURED who was not

so adjudged to have committed or personally acquiesced to such fraud or dishonesty as described above, except that this policy shall then

only pay in excess of the full extent of the assets

in the FIRM of any partner who was so adjudged

to have committed or personally acquiesced to

such fraud or dishonesty as described above and

any other personal assets of such partner in excess of any amount owed to the FIRM recovered

by the FIRM shall inure, to the extent of the

amount paid by this policy, to the benefit of the

INSURER. Solely for the purposes of this Exclusion, the term “personally acquiesced” shall mean

having personal knowledge of the fraud or dishonesty of another INSURED and remaining passive prior to or contemporaneously with the time

that such fraud or dishonesty occurs;

any CLAIM for bodily injury to, or sickness, disease or death of any person, or injury to or destruction of any tangible property, arising out of

ACTS of any INSURED unless it arises out of

ACTS committed in their professional capacity,

or as provided in section |.B.;

. any CLAIM for fines or penalties in the nature of

fines (however, this shall not be construed as

an exclusion of punitive damages) against any

Page 3 of 9

INSURED, but this exclusion shall not apply to

reasonable costs, charges and expenses incurred in the defense of any CLAIM otherwise

covered by this policy which demands fines or

penalties in the nature of fines in addition to

compensatory damages;

any CLAIM arising out of any ACT committed by

an INSURED in connection with any business

enterprise not an INSURED hereunder if, at the

time of such ACT:

1. the FIRM or any partner, shareholder, officer

or director, or EMPLOYEE of the FIRM, in a

non-fiduciary capacity, has an ownership interest in such business enterprise. Ownership interest as used in this Exclusion shall

be deemed to mean five percent (5%) or

more of the issued and outstanding voting

stock of a publicly-traded company (or ten

percent [10%] if the FIRM did not hold any

part of such ownership interest nor have any

knowledge of the ownership by the partners,

shareholders, officers, or directors, or EMPLOYEES) or twenty-five percent (25%) or

more of the ownership of any other business

enterprise; or

2. the FIRM or any partners, shareholders, officers, or directors, or EMPLOYEES of the

FIRM control, operate or manage such business enterprise in a non-fiduciary capacity.

For purposes of this paragraph and notwithstanding the terms of Exclusion C., the holding by a partner or EMPLOYEE of the FIRM

of a position on the board of directors, board

of trustees, or equivalent body (or a committee of such board or body), and the position

of company secretary/clerk shall not in itself

be deemed to constitute control, operation or

management of such business enterprise;

any CLAIM made by an INSURED or former INSURED against another INSURED unless it

arises out of an ACT committed by or alleged to

have been committed by such other INSURED in

his or her rendering or failing to render professional services as Attorney, Counselor at Law or

Notary; or

any CLAIM for a return, withdrawal, or reduction of fees and/or receivables charged or

chargeable.

ESCM_DV-0122250

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 19 of

47
LWS-P-1 (5-10)

IV. CONDITIONS

A. LIMITS

1. The Limit of Liability of the INSURER shall

not exceed the sum stated as the Limit of Liability in the Declarations for all CLAIMS

made against all INSUREDS during the POLICY PERIOD, including reasonable costs,

charges and expenses incurred in connection

with such CLAIMS, subject to the terms,

conditions, exclusions and limitations of this

policy.

2. Inthe event that the Limit of Liability stated

as the Limit of Liability in the Declarations

is fully exhausted or partially eroded by the

payment of any CLAIM including reasonable

costs, charges and expenses, then a reinstated amount equal to the amount by which

the Limit of Liability is exhausted or eroded

shall subsequently become applicable to any

other CLAIM made against the INSURED

during the POLICY PERIOD, provided however, that such amount shall be in excess of

the total of (a) the remaining amount of the

Limit of Liability, if any; and (b) the remaining amount of the Excess Limits Over Primary as stated in the Declarations, if any.

Only upon complete exhaustion of the Limit

of Liability and Excess Limits Over Primary shall any such reinstated amount be

applied to any CLAIM. The INSURERS’

maximum liability for all CLAIMS made in

any POLICY PERIOD, including any reinstated amount, shall be limited to an amount

equal to twice the Limit of Liability.

3. All CLAIMS arising from the same ACT or

series of related ACTS shall constitute a

single CLAIM and a maximum of one Limit

of Liability is applicable to the total amount

of such CLAIM.

B. RETENTION

In respect of any CLAIMS covered hereunder,

this policy is only to pay the excess of the Retention stated in Retention (a) of the Declarations in respect of each and every such CLAIM,

including reasonable costs, charges and expenses. If however, the aggregate of payments

by the INSURED in respect of the Retention

stated in Retention (a) of the Declarations for all

Page 4 of 9

CLAIMS attaching during the POLICY PERIOD,

exceeds the amount stated in Retention (b) of

the Declarations, then the Retention shall be

reduced to the amount stated in Retention (c) of

the Declarations for the remainder of the POLICY PERIOD. If because of partial exhaustion,

the remaining balance of the Retention set forth

in Retention (b) of the Declarations is less than

the Retention set forth in Retention (c) of the

Declarations; then the Retention set forth in Retention (c) of the Declarations shall apply to

each and every CLAIM and in no event shall the

INSURER be liable for any amounts of the

CLAIM until the INSURED has paid the applicable Retention stated in Retention (a) and Retention (b) of the Declarations or the Retention

stated in Retention (c) of the Declarations. If because of partial exhaustion, the remaining balance of the Retention set forth in Retention (b) is

less than the Retention set forth in Retention (a)

of the Declarations, but greater than the Retention set forth in Retention (c) of the Declarations,

then the remaining balance of the Retention set

forth in Retention (b) shall apply to each and

every CLAIM until such remaining balance is less

than the Retention set forth in Retention (c) of

the Declarations, after which the Retention set

forth in Retention (c) of the Declarations shall

apply to all subsequent CLAIMS. All CLAIMS

arising from the same ACT or series of related

ACTS shall constitute a single CLAIM and a

maximum of one Retention is applicable to the

total amount of such CLAIMS.

The INSURER agrees that if any INSURED purchases separate insurance, then this policy, subject to its terms, conditions and limitations, shall

pay the excess of either:

1. The Retention stated in the Declarations; or

2. The amount of any recoveries under such

separate insurance if those recoveries

are greater than the amount of aforesaid

Retention.

The amount of any recoveries under such separate insurance shall apply as though borne by

the INSURED.

PREMIUM

This policy is issued for the Premium as stated

in the Declarations.

ESCM_DV-0122251

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 20 of

47
LWS-P-1 (5-10)

D. CANCELLATION CLAUSE

This policy is non-cancellable during the POLICY PERIOD as stated in the Declarations, except as set forth below.

1. One or more INSURERS have their authority

to act as an approved Surplus Lines Insurer

or an Authorized Insurer withdrawn by any

applicable regulatory body;

2. One or more INSURERS fail to maintain a

rating of at least “A-” by A.M. Best and/or

Standard & Poor’s;

3. One or more INSURERS is declared insolvent

or placed under the protection of Chapter 11

or similar proceedings; or

4. One or more INSURERS is acquired by or

merged with another entity possessing a rating of less than by either A.M. Best

and/or Standard & Poor's.

Cancellations as a result of Condition D.1., 2., 3.

or 4. above may be instituted at the sole discretion of the FIRM. However, the FIRM shall only

have the right to cancel the participation of that

INSURER which has failed to maintain its status

as an approved Surplus Lines Insurer or Authorized Insurer, has failed to maintain its A- rating

and/or is declared insolvent. Cancellation must

be initiated by the FIRM within thirty (30) days

from the latest date on which the INSURER lost

its authority, failed to maintain its A- rating was

declared insolvent, and/or the INSURED became

aware of such change in status, via certified or

registered mail, to the INSURED’S representative as stated in the Declarations. Notice of

Cancellation should state when such coverage

shall be terminated. Return premiums due to the

FIRM shall be calculated on a pro rata basis effective the date of cancellation. In the event that

there are any notified CLAIMS or circumstances,

then the Premium shall be deemed fully earned

and no return premium will be forthcoming. The

effective date of cancellation shall be determined

by the FIRM and shall take effect no earlier than

the earliest date to which the INSURER lost its

authority, was downgraded and/or was declared

insolvent. The failure of the FIRM to cancel such

coverage immediately at the time of any of the

above referenced provisions arising shall not

preclude the FIRM from exercising such cancellation at a later date during the POLICY PERIOD

Page 5 of 9

provided such notice is within the aforementioned thirty (30) days.

EXTENDED REPORTING PERIOD

If the INSURER refuses to renew this policy or

the FIRM declines to renew this policy, the FIRM

shall then have the right, in consideration of the

appropriate additional premium, to an Extended

Reporting Period. An Extended Reporting Period does not extend the POLICY PERIOD or

change the scope of coverage provided. Subject

to the policy’s terms, conditions, exclusions and

limitations, the policy is extended to apply to

CLAIMS made against any INSURED during the

Extended Reporting Period selected below

but only when such CLAIMS arise out of

ACTS committed prior to the expiration date of

this policy.

To exercise this right, the FIRM must give notice

in writing no later than thirty (30) days after the

expiration date of this policy, together with the

appropriate additional premium amount as set

forth below, and in the event of failure by the

FIRM to give such notice and pay such additional premium amount prior to such date, it shall

not at a later date be able to invoke this extension. The sending of notice by registered or certified mail, or by facsimile transmission and the

provision of the appropriate premium amount to

the INSURED’S Representatives, as stated in

the Declarations, shall be sufficient proof of notice and payment by the FIRM, respectively.

The appropriate additional premium and corresponding Extended Reporting Period shall be

at the election of the FIRM either:

1. for one hundred percent (100%) of the annualized Premium if INSURERS refuse to

renew or one hundred fifty percent (150%) of

the annualized Premium if the FIRM declines to renew for a twelve (12) calendar

month Extended Reporting Period;

2. for one hundred seventy-five percent (175%)

of the annualized Premium if INSURERS

refuse to renew or two hundred percent

(200%) of the annualized Premium if the

FIRM declines to renew for twentyfour (24) calendar month Extended Reporting Period; or

ESCM_DV-0122252

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 21 of

47
LWS-P-1 (5-10)

3. for two hundred twenty-five percent (225%)

of the annualized Premium if INSURERS refuse to renew or two hundred seventy-five

percent (275%) of the annualized Premium

if the FIRM declines to renew for a thirtysix (36) calendar month Extended Reporting Period.

The quotation by the INSURER of a different

Premium or Retention or Limit of Liability or

changes in the policy language for the purpose

of renewal shall not constitute a refusal to renew

by the INSURER.

An Extended Reporting Period does not reinstate or increase the Limits of Liability. The

Limit of Liability for the Extended Reporting

Period shall be part of, and not in addition to,

the Limit of Liability for the POLICY PERIOD.

The right to the Extended Reporting Period

shall not be available to the FIRM where cancellation or nonrenewal by the INSURER is due to

nonpayment of premium or failure by the FIRM

to pay such amounts in excess of the applicable

Limit of Liability or within the amount of the applicable Retention.

At the commencement of the Extended Reporting Period the entire premium shall be deemed

to be earned, and in the event the FIRM terminates the Extended Reporting Period, for any

reason, the INSURER will not be liable to return

any premium paid for the Extended Reporting

Period.

F. CLAIMS PROCEDURES

1. The FIRM shall, as soon as practicable, give

to the INSURER notice in writing of any

CLAIM made against any INSURED as a

condition precedent to the INSURED’S right

to be indemnified under this policy with respect to such CLAIM.For the purposes of this

policy the date which such CLAIM is made

against any INSURED shall be the date on

which any INSURED receives a written demand or notice and shall be the date on

which such CLAIM attaches to the policy. The

FIRM shall further, upon request, give to the

INSURER such information as the INSURER

may reasonably require and is in the FIRM’S

power to give.

2. If any INSURED shall become aware of any

circumstance which may subsequently give

Page 6 of 9

rise to a CLAIM being made against any INSURED in respect of any ACT and if, during

the POLICY PERIOD or Extended Reporting Period, written notice is given to the INSURER providing the most comprehensive

details available regarding:

a. the specific circumstance or circumstances, including, if possible, the specific ACT or ACTS which the INSURED

believes may give rise to a CLAIM; and

b. the manner in which the INSURED first

became aware of such circumstance or

circumstances,

then any CLAIM, which may subsequently

arise therefrom, shall, for the purposes of

this policy, be treated as a CLAIM made on

the date on which such notice was given to

the INSURER.

For the purposes of giving notice to the INSURER under CONDITIONS F.1. and F.2.

above, such notice shall be given to the INSURER’S Representative as stated in the

Declarations. Thereafter INSURER’S Representatives (or any substitute as may be

subsequently appointed by INSURERS and

advised to the FIRM) shall act on behalf of

all INSURERS with respect to any such

CLAIM or circumstance.

An INSURED shall not be required to contest

any CLAIM by legal proceedings in the event

such CLAIM can, by agreement with the

claimant, be contested by arbitration in accordance with the rules obtained from the

American Arbitration Association, or any

other equivalent body or association in any

non-USA jurisdiction in which the CLAIM is

brought. The INSUREDS shall give to

the INSURER’S Representatives written

notice of the intention to refer such CLAIM to

arbitration.

In the event that a CLAIM is to be contested,

the defense shall be conducted by or on behalf of any INSURED in cooperation with the

INSURER and by defense counsel selected

by the INSURED and approved by the INSURER, such approval not to be unreasonably withheld. It is agreed that the

ESCM_DV-0122253

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 22 of

47
5.

LWS-P-1 (5-10)

INSURED and their attorneys shall cooperate fully with the INSURER’S Representatives during the course of such

defense, including but not limited to:

a. providing such information as may reasonably be required by the INSURER’S

Representatives;

b. consulting with the INSURER’S Representatives with respect to the incurring

of reasonable costs, charges and expenses covered hereunder in relation to

such defense; and

c. consulting with the INSURER’S Representatives with respect to CLAIM

management and CLAIM settlement

strategies, including providing the INSURER’S Representative with information on specific settlement offers made by

claimants. No CLAIM for which indemnity is sought hereunder shall be settled by

any INSURED without the consent of the

INSURERS, such approval not to be unreasonably withheld, and the FIRM shall

immediately notify the INSURER’S Representatives of any settlement offer

made to any INSURED with respect to

any CLAIM.

In the event that the INSURED is not materially in compliance with the foregoing, the

INSURER shall be entitled, (at their own expense) but not obligated to, to take over and

conduct in the name of any INSURED the

defense or settlement of any such CLAIM.

In doing so, the INSURER shall advise

the INSURED in writing of its intention to

take over such CLAIM and the INSURED

shall cooperate and provide the INSURER

with such information as is reasonably

requested.

If the FIRM shall deem it advisable to effect

a particular settlement of CLAIM, either prior

to, or during, any arbitration proceedings, or

prior to, or while in litigation, the FIRM shall

give to the INSURER written notice of the

specific terms of the proposed settlement

and may, if not consented to by the INSURER, refer the matter for decision to the

Arbitrator or Arbitration Association, mutually agreed upon by the FIRM and the INSURER, for this specific purpose prior to the

Page 7 of 9

inception date of this policy and as stated in

the Declarations. If such Arbitrator or Arbitration Association shall rule in writing (after first affording an opportunity to both the

FIRM and counsel to the INSURER to be

heard) that the proposed settlement is advisable from the standpoint of the FIRM as

well as the INSURER after taking into consideration all the circumstances, then this

policy subject to the terms, conditions, exclusions and limitations hereof shall deem

the settlements and its amount to be reasonable, but not constitute a decision on

coverage. Any expenses of such a referral

including the compensation of any Arbitrator or Arbitration Association, shall be

apportioned between the FIRM and the INSURER in the proportion which the amount

paid by each in any final settlement of the

CLAIM bears to the total settlement. If the

CLAIM is finally settled or otherwise disposed of without any payment to the claimant then the expenses of such referral shall

be paid in equal shares by the FIRM and the

INSURER.

G. COSTS

The INSURER agrees that subject to all of the

terms, conditions, exclusions and limitations of

this policy, it will pay all reasonable costs,

charges and expenses incurred in connection

with the defense of any CLAIMS covered hereunder, and all reasonable costs, charges and

expenses incurred in connection with a circumstance, after notification of such circumstance in

accordance with IV. CONDITIONS F.2.

The cost of any appeal, attachment or similar

bonds required to be furnished in connection

with the contest of any CLAIMS covered hereunder is included in the term “costs, charges and

expenses,” and no INSURED shall be required

to give security for such bonds.

H. OTHER CONDITIONS

1. If any INSURED shall give to the INSURER

notice of any CLAIM knowing such CLAIM

to be false or fraudulent, as regards amount

or otherwise, this policy shall become void

as to such CLAIM and void from inception in

respect of each INSURED having such

knowledge.

ESCM_DV-0122254

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 23 of

47
LWS-P-1 (5-10)

2. Payments by the INSURER, if any, shall be

made in the United States of America in U.S.

Dollars.

SUBROGATION

No rights of subrogation shall accrue hereunder

against any past or present partner, shareholder,

officer or director, or EMPLOYEE of the FIRM,

unless such person shall have committed active

and deliberate fraud or dishonesty with actual

fraudulent or dishonest purpose and intent in relation to matters which are the subject of a

CLAIM hereunder. Final adjudication is required.

ARBITRATION

1. All disputes which may arise between one or

more INSUREDS (including persons claiming benefits under this policy regardless of

whether the INSURER agrees they are INSUREDS) and the INSURER (including its

directors, officers, EMPLOYEES or agents)

out of or in relation to this policy (including

disputes as to its validity, construction or enforceability), or for its breach, shall be finally

settled by arbitration held according to the

Commercial Rules of the American Arbitration Association, by which the INSUREDS

and the INSURER agrees to be bound. In

addition to the rules governing such arbitration, the parties shall have at their disposal

the broadest pre-trial discovery rights as are

then available under the laws and judicial

rules of the jurisdiction in which the arbitration is to be held, provided that any dispute

between the parties relating to discovery

shall be submitted to the arbitration panel for

resolution. Disputes regarding interim relief

pending a final decision of the arbitration

panel in a matter hereunder shall also

be submitted to the arbitration panel for

resolution.

2. Unless the parties consent in writing to a

lesser number, the arbitration panel shall

consist of three practicing attorneys, one to

be appointed by the INSUREDS, one to be

appointed by the INSURER, and the third

by the two arbitrators so appointed.

3. The award of the arbitration panel may be,

alternatively or cumulatively, for monetary

damages, an order requiring the performance of the obligations under this policy, or

Page 8 of 9

any other appropriate order or remedy. The

award shall assign all costs of the arbitration to one or both parties. Judgment upon

any award rendered in the arbitration

may be entered by any court having proper

jurisdiction.

4. For purposes of implementing this Condition J., including entering judgment upon any

award by the arbitration panel and enforcing

any decision of the arbitration panel in respect of disputes over discovery or the

availability of ancillary relief, the INSURER

and each of the INSUREDS hereby submit

themselves to any competent jurisdiction in

the United States.

K. NONPAYMENT OF PREMIUM CLAUSE

All premium due to INSURERS under the policy

is to be paid within the number of days as stated

under Payment Terms on the Declarations.

In the event of nonpayment of Premium:

1. Condition D. CANCELLATION CLAUSE is

deleted and is replaced as follows:

Non-receipt by INSURERS of such premium,

by midnight (local standard time) on the

premium due date, shall render this policy

void with effect from Inception.

2. Condition E. EXTENDED REPORTING PERIOD is deleted in its entirety.

ASSIGNMENT

The interest of an INSURED under this policy

shall not be assignable to any other person other

than as provided for herein.

. SEVERAL LIABILITY NOTICE

The subscribing INSURER’S(S’) obligations under this contract of insurance to which they subscribe are several and not joint and are limited

solely to the extent of their individual subscriptions. Each subscribing INSURER is not responsible for the subscription of any co-subscribing

INSURER who for any reason does not satisfy

all or part of its obligations.

MERGED AND ACQUIRED INDIVIDUALS,

GROUPS OR FIRMS

When any firm is merged into or acquired by the

NAMED INSURED, or an individual or a group of

ESCM_DV-0122255

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 24 of

47
LWS-P-1 (5-10)

individuals who formerly practiced at another

firm become partners and/or EMPLOYEES of

the NAMED INSURED, this policy shall indemnify the NAMED INSURED (subject to its terms,

conditions, exclusions and limitations) with respect to any CLAIM first made against the

merged or acquired firm or individual(s), but only

for work in progress as respects CLAIMS alleging ACTS committed, in whole or in part, subsequent to the date of their joining the NAMED

INSURED, and such merged or acquired firm

or individual(s) shall be included hereunder effective from the date of joining as additional

INSUREDS.

It is understood, however, that:

1. when any such merger, acquisition or group

of individuals who practiced together at

another firm increases the total number of attorneys of the NAMED INSURED, as at the

preceding anniversary date, by more than

five percent (5%) or twenty-five (25) attorneys (whichever is the greater) then within

thirty (30) days of the merger or acquisition,

the NAMED INSURED shall notify the INSURER through INSURED’S Representatives as named in the Declarations; and

2. within thirty (30) days of receipt of notification the INSURER agrees to add the merged

or acquired firm or individual(s) subject to

such terms and conditions as the INSURER

and the INSURED may agree. If, however,

within thirty (30) days of receiving notification

of the merger or acquisition the INSURER

does not propose any terms and conditions

Page 9 of 9

to the merger or acquisition, or the INSURED and the INSURER are not able to

reach mutually acceptable terms and conditions, then the additional premium for the

merged or acquired firm or individuals shall

be calculated at pro rata (from the date of

merger or acquisition) of fifty percent (50%)

of the annual-per-capita rate charged by the

INSURER for this policy at the preceding

anniversary date.

Unless specifically agreed as part of the

above referenced negotiations, the merged

or acquired firm, or firm at which such

group of individuals formerly practiced, shall

not automatically be deemed to be a Predecessor in Business of the NAMED INSURED, as that term is set forth in the

Declarations, irrespective of whether or not

notification to the INSURER is required as

described above.

O. DESIGNATED REPRESENTATIVES

To facilitate the placement, negotiation of terms,

and administration of the policy, and to permit

the INSURER’S reliance on mutually agreed

modifications to the policy, the INSUREDS shall

appoint by letter to the INSURER,a list of at

least two but not more than five designated representatives each of whom shall act on behalf of

any or all INSUREDS under the policy for all

purposes including, without limitation, providing

and receiving notices, exercising all rights, negotiating and agreeing terms, conditions, premiums

and all other contractual rights.

ESCM_DV-0122256

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 25 of

47
ENDORSEMENT

SCOTTSDALE INSURANCE COMPANY? NO.

FORMING APART OF oN AM.STANDARDTIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

EXTENDED REPORTING PERIOD AMENDATORY ENDORSEMENT

Section CONDITIONS E. EXTENDED REPORTING PERIOD sections 1., 2. and 3. are deleted in their entirety and are

replaced by the following:

E. EXTENDED REPORTING PERIOD

The appropriate additional premium and corresponding Extended Reporting Period shall be at the election of

the FIRM either:

1. for one hundred percent (100%) of the annualized Premium for a twelve (12) calendar month Extended

Reporting Period;

for one hundred twenty-five percent (150%) of the annualized Premium for a twenty-four (24) calendar month

Extended Reporting Period; or

3. for one hundred seventy-five percent (200%) of the annualized Premium for a thirty-six (36) calendar month

Extended Reporting Period.

All other terms and conditions remain unchanged.

/

November 1, 2020

HORIZED REPRESENTATIVE DATE

UTS-3g (3-92) Page 1 of 1

ESCM_DV-0122257

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 26 of

47
ENDORSEMENT

SCOTTSDALE INSURANCE COMPANY? NO.

FORMING APART OF en AM. STANDARD TIME} NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DAMAGES AMENDATORY ENDORSEMENT

It is understood and agreed that Section II. DEFINITIONS, Item C. is hereby deleted in its entirety and is replaced with the following:

C. DAMAGES shall mean a monetary judgment, award or settlement where insurable by law which the INSURED is legally obligated to pay arising from a covered CLAIM. To the extent it is uninsurable by law, DAMAGES do not include:

a. any CLAIM for fines, penalties, punitive or exemplary damages, imposed bya final judgment or any other final

adjudication. However, this exclusion shall not apply to reasonable costs, charges and expenses incurred in

the defense of any CLAIM otherwise covered by this Policy which also demands such fines, penalties, punitive

or exemplary damages;

b. any award of treble or other multiple damages pursuant to any statute or law, except that the compensatory

amount of such award,prior to being multiplied, shall be deemed covered if the ACTS giving rise to a CLAIM

upon which such compensatory award is based are otherwise covered by this Policy. However, this exclusion

shall not apply to reasonable costs, charges and expenses incurred in the defense of any CLAIM otherwise

covered by this Policy solely by reason of the fact such CLAIM demands treble or other multiple damages;

For the purpose of determining the insurability of punitive or exemplary damages or treble or multiple damages (hereinafter referred to as “punitive damages” for the remainder of this provision) under this Policy, the Underwriters agree

with the INSURED that it is intended that coverage for punitive damages will be provided except to the extent that it is

uninsurable by law, and that to give effect to this intention, the law of the jurisdiction permitting insurance coverage for

punitive damages will apply for the sole purpose of interpreting this endorsement, provided that such jurisdiction:

(a.) is where such punitive damages were awarded or imposed; or

(b.) is where the act, error or omission occurred for which such punitive damages were awarded or imposed; or

(c.) is where the INSURER or any insurer, whether primary or excess, or any INSURED that is a corporation, limited liability company, partnership or other organization or association, is incorporated or otherwise organized or has its principal place of business; or

(d.) anyother jurisdiction which the INSURED reasonably demonstrates could apply to this Policy.

It is further understood and agreed that if the choice of law provision set forth above is subject to final determination by

the court, then the parties will abide by such final judicial determination; provided however, that the parties will take no

position inconsistent with the intent of this endorsement which is to provide coverage for punitive damages where permitted by law as set forth above.

It is further understood and agreed that Section Ill. EXCLUSIONS, Item G. is hereby deleted in its entirety.

All other terms and conditions remain unchanged.

November 1, 2020

AUTHORIZED REPRESENTATIVE DATE

UTS-3g (3-92) Page 1of 1

ESCM_DV-0122258

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 27 of

47
LRSCOTTSDALE INSURANCE COMPANY

ENDORSEMENT

NO.

ATTACHED TO AND

FORMING A PART OF

POLICY NUMBER

ENDORSEMENT EFFECTIVE DATE

(12:01 A.M. STANDARD TIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

AMENDED DEFINITION OF CLAIM ENDORSEMENT

Definition B. CLAIM of Section DEFINITIONS is amended to add the following:

CLAIM shall mean:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

written notice for injunctive or administrative sanctions brought by or before a Federal, State, local or foreign

regulatory agency or other authority (including State Supreme Court or Bar Association disciplinary or grievance

procedures).

UTS-3g (3-92)

All other terms and conditions remain unchanged.

HORIZED REPRESENTATIVE

Page 1 of 1

/

November 1, 2020

DATE

ESCM_DV-0122259

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 28 of

47
SCOTTSDALE INSURANCE COMPANY? ENDORSEMENT

NO. 4

ATTACHED TO AND

FORMING A PART OF

POLICY NUMBER

ENDORSEMENT EFFECTIVE DATE

(12:01 A.M. STANDARD TIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMENDED MERGED AND ACQUIRED INDIVIDUALS, GROUPS OR FIRMS CONDITION

Paragraph 1. of Condition N. MERGED AND ACQUIRED INDIVIDUALS, GROUPS OR FIRMS of Section IV. CONDITIONS is deleted in its entirety and is replaced by the following:

It is understood, however, that:

1. when any such merger, acquisition or group of individuals who practiced together at another firm increases the

total number of attorneys of the NAMED INSURED, as at the preceding anniversary date, by more than ten percent (10%) or twenty-five (25) attorneys (whichever is the greater) then within thirty (30) days of the merger or acquisition, the NAMED INSURED shall notify the INSURER through INSURED’S Representatives as named in

the Declarations; and

UTS-3g (3-92)

All other terms and conditions remain unchanged.

HORIZED REPRESENTATIVE

Page 1 of 1

November 1, 2020

DATE

ESCM_DV-0122260

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 29 of

47
ENDORSEMENT

SCOTTSDALE INSURANCE COMPANY? NO.

FORMING APARTOF oN AM.STANDARDTIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

KNOWLEDGE OF CLAIM ENDORSEMENT

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

It is understood and agreed that Section IV. Conditions, Item F. CLAIMS PROCEDURES 1. is hereby deleted in its entirety and is replaced with the following:

1. The FIRM shall, as soon as practicable after any member of the Management Committee of the FIRM first becomes

aware of such CLAIM, give to the INSURER notice in writing of any CLAIM made against any INSURED as a condition

precedent to the INSURED’S right to be indemnified under this policy with respect to such CLAIM. For the purposes of

this policy the date which such CLAIM is made against any INSURED shall be the date on which any INSURED receives

a written demand or notice and shall be the date on which such CLAIM attaches to the policy. The FIRM shall further, upon request, give to the INSURER such information as the INSURER may reasonably require and is in the FIRM’S power

to give.

UTS-3g (3-92)

All other terms and conditions remain unchanged.

November 1, 2020

ORIZED REPRESENTATIVE

Page 1 of 1

DATE

ESCM_DV-0122261

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 30 of

47
ENDORSEMENT

SCOTTSDALE INSURANCE COMPANY? NO.

FORMING APARTOF oN AM.STANDARDTIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

OTHER INSURANCE CONDITION ENDORSEMENT

Section IV. CONDITIONS is amended to add the following:

OTHER INSURANCE

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

If any CLAIM covered under this policy is also accepted as covered under the INSURED’s network security and

privacy liability insurance policy, then this policy shall be specifically excess of such policy.

UTS-3g (3-92)

All other terms and conditions remain unchanged.

/ November 1, 2020

HORIZED REPRESENTATIVE

Page 1 of 1

DATE

ESCM_DV-0122262

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 31 of

47
ENDORSEMENT

SCOTTSDALE INSURANCE COMPANY? NO.

FORHING APART OF oN AM.STANDARDTIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

FEE EXTENSION ENDORSEMENT

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

It is understood and agreed that Section Ill. EXCLUSIONS, Item J. is hereby deleted and replaced with the following:

J. To any CLAIMS(S) seeking the return, withdrawal, reduction or disgorgement of legal fees, costs or expenses charged

or chargeable by the FIRM unless such amount is a measure of DAMAGES for an otherwise covered CLAIM.

For the avoidance of doubt, this POLICY will not provide coverage for that portion of a CLAIM asserting that an amount

charged or chargeable by the FIRM is excessive or unreasonable, relative to the work performed, and such assertion is

not related to any alleged deficiency in the FIRM’S representation other than the amount charged or chargeable by the

FIRM.

UTS-3g (3-92)

All other terms and conditions remain unchanged.

HORIZED REPRESENTATIVE

Page 1 of 1

/ November 1, 2020

DATE

ESCM_DV-0122263

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 32 of

47
ENDORSEMENT

SCOTTSDALE INSURANCE COMPANY? NO.

FORMING APARTOF oN AM.STANDARDTIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMENDED DEFINITION OF EMPLOYEE ENDORSEMENT

It is understood and agreed that Section DEFINITIONS, Item D. is hereby deleted in its entirety and replaced with the following:

D. EMPLOYEE shall include any natural person working with the FIRM whom the FIRM designates as an EMPLOYEE

for the purposeofthis policy.

UTS-3g (3-92)

All other terms and conditions remain unchanged.

November 1, 2020

ORIZED REPRESENTATIVE

Page 1 of 1

DATE

ESCM_DV-0122264

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 33 of

47
ENDORSEMENT

SCOTTSDALE INSURANCE COMPANY? NO.

FORMING APARTOF oN AM.STANDARDTIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

AMENDEDATORY ENDORSEMENT

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

It is understood and agreed that Section IV. CONDITIONS, Item |. SUBROGATION is hereby deleted in its entirety and

replaced with the following:

No rights of subrogation shall accrue hereunder against any past or present partner, shareholder, officer or director,

or EMPLOYEE of the FIRM, unless such person shall have committed active and deliberate fraud or dishonesty with

actual fraudulent or dishonest purpose and intent in relation to matters which are the subject ofaCLAIM hereunder.

Final adjudication is required.

UTS-3g (3-92)

All other terms and conditions remain unchanged.

November 1, 2020

ORIZED REPRESENTATIVE

Page 1 of 1

DATE

ESCM_DV-0122265

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 34 of

47
ENDORSEMENT

SCOTTSDALE INSURANCE COMPANY? NO.___10

FORMING APARTOF ent2-0f AM,STANDARD TIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

SELF DEFENSE ENDORSEMENT

Section IV. CONDITIONS, G. COSTS is deleted in its entirety and is replaced by the following:

G. COSTS

The INSURER agrees that subject to all of the terms, conditions, exclusions and limitationsofthis policy, it will pay

all reasonable costs, charges and expenses incurred in connection with the defense of any CLAIMS covered hereunder, and all reasonable costs, charges and expenses incurred in connection with a circumstance, after notification

of such circumstance in accordance with Section IV. CONDITIONS, F.2.

The cost of any appeal, attachment or similar bonds required to be furnished in connection with the contest of any

CLAIMS covered hereunder is included in the term “costs, charges and expenses,” and no INSURED shall be

required to give security for such bonds.

The term “costs, charges, and expenses” shall include charges by the FIRM in defending or in participating with its

counsel in the defense of a CLAIM covered hereunder as follows:

1. The INSURED may charge for reasonable time and expenses it incurs against its Retentions. In the event the

Retentions are exceeded, the INSURED will be compensated by the INSURER for such charges. The INSURER and INSURED agree that the standard hourly billing rates for time charged by the INSURED will be

discounted by 25% to eliminate the INSURED’S “profit factor.”

2. The INSURED will not apply against the Retentions (or otherwise charge to the INSURER in the event the

Retentions are exceeded):

a. the time and expenses it incurs in the handling of a CLAIM in its capacity as the INSURED (as opposed to

activities involved in defending or in participating with its counsel in defense of a CLAIM) including cooperating with the INSURER and its representatives and pursuing any CLAIM for coverage under this policy;

and

b. the time and expenses incurred by the attorneys in the FIRM who are involved in the matters underlying

the CLAIM, including without limitation, as defendant, as witnesses or as factual resources in the development, understanding and defenseof the matters underlying the CLAIM.

However, the INSURED’S authority to participate in its own defense is subject to the INSURER’S approval, on a

case by case basis, that it is appropriate at all or in part or whether self representation is appropriate for a particular

stage in the proceedings. The INSURER’S consent to the INSURED’S request for self representation shall

not be unreasonably withheld except that the INSURER may decline to allow the INSURED to self represent at trial

for any reason.

In the event the INSURED requests and the INSURER consents to self representation on a case by case basis, the

INSURED and the INSURER promptly will agree in writing to the staffing requirements for each CLAIM which will

include the individual attorneys and staff proposed by the INSURED for its self representation.

LWS-3 (2-11) Page 1 of 2

ESCM_DV-0122266

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 35 of

47
The INSURER may review the time and expenses charged by the INSURED in its self-representation to determine

the amount properly chargeable against the INSURED’S Retentions.

The INSURED will designate a partner to act as a liaison with the INSURER on each CLAIM, and will keep the

INSURER apprised regularly of the status and developments of each matter for which the INSURED’S request for

self representation has been approved by the INSURER.

It is agreed that any charges due under this agreement from the INSURER will be paid

within sixty (60) days of beings submitted to the INSURER.

|We hereby understand, acknowledge and accept the terms of this endorsement. (Signature is not required if attached at

the original inception date of policy.)

SIGNATURE OF PARTNER, OFFICER OR SOLE PROPRIETOR DATE

TYPE NAME OF PARTNER, OFFICER OR SOLE PROPRIETOR

November 1, 2020

ZED REPRESENTATIVE DATE

LWS-3 (2-11) Page 2 of 2

ESCM_DV-0122267

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 36 of

47
ENDORSEMENT

SCOTTSDALE INSURANCE COMPANY? NO.

FORMING APARTOF oN AM.STANDARDTIME) NAMED INSURED AGENT NO.

LWS0000869 November 1, 2020 Eckert Seamans Cherin & Mellot, LLC 31521

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMENDED DEFINITION OF FIRM ENDORSEMENT

It is understood and agreed that Section DEFINITIONS, Item E. is hereby deleted in its entirety and replaced with the following:

E. FIRM shall mean the persons carrying business under the Named Insured as stated in the Declerations herein

(whether as a partnership, professional corporation, or otherwhise) and any associated or subsidiary entities, sole

proprietorships, partnerships that are owned and operated by one or more partners of the FIRM in the FIRM's

professional capacity as attorneys, counselors at law or notaries, and others as more fully described in the policy

and shall also include Predecessors in Business as stated in the Declarations.

UTS-3g (3-92)

All other terms and conditions remain unchanged.

November 1, 2020

ORIZED REPRESENTATIVE

Page 1 of 1

DATE

ESCM_DV-0122268

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 37 of

47
EXHIBIT B

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 38 of

47
Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 39 of

47
Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 40 of

47
EXHIBIT C

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 41 of

47
AN M E N DES WWW.MENDES.COM

July 15, 2021 Melissa J. Bartone

Associate

212.261.8013

Melissa.bartone@mendes.com

VIA E-MAIL

Timothy S. Coon, Esq.

Eckert, Seamans, Cherin & Mellott, LLC

U.S. Steel Tower

600 Grant Street, 44" Floor

Pittsburgh, PA 15219

Re: Scottsdale Insurance Company, et al.

Lawyers Professional Indemnity Insurance

Insured: Eckert Seamans Cherin & Mellott, LLC

Claimants: Schapperle, et al.

Our File: 435,586

Dear Timothy:

We refer to our previous correspondence with you and the Firm regarding the

captioned claim. We appreciate the information you have provided thus far and ask that you

continue to keep us apprised of all developments as they occur.

To date, the Firm has provided notice to Insurersof the following lawsuits:

co class action styled lawsuit filed by Joseph and Joan Caputo against the Firm,

attorney John Pauciulo, and others in the U.S. District Court of Delaware on

August 5, 2020 (the “Delaware Action’);

co class action styled lawsuit filed by Robert Montgomery and others against the

Firm, Mr. Pauciulo, and others in the U.S. District Court for the Southern District

of Florida on September 9, 2020 (the “Florida Action’);

coo class action styled lawsuit filed by Dennis Melchior and others against the

Firm, Mr. Pauciulo, and others in the U.S. District Court for the Eastern District of

Pennsylvania on November 6, 2020 (the “Melchior Action’);

co lawsuit filed by Dean Parker and others against the Firm and Mr. Pauciulo in

the Court of Common Pleas of Philadelphia County, Pennsylvania on December

16, 2020 (the “

Parker Action’);

co lawsuit filed by Dean Vagnozzi against the Firm and Mr. Pauciulo in the Court

of Common Pleas of Philadelphia County, Pennsylvania on May 12, 2021 (the

“Vagnozzi Action”); and

MENDES & MOUNT, LLP 750 SEVENTH AVENUE NEW YORK, NY 10019 P 212.261.8000 F 212.261.8750

ESCM_DV-0121832

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 42 of

47
Our File: 435,586 Page 2 of 3

co lawsuit filed by Albert Vagnozzi, Paul T. Kohler, Capricorn Income Fund |, LLC,

and Capricorn Income Fund | Parallel, LLC against the Firm and Mr. Pauciulo in

the Court of Common Pleas of Philadelphia County, Pennsylvania on May 26,

2021 (the “Capricorn Action’).

In addition to the above lawsuits, the Firm has provided notice to Insurers of the following

matters:

co Allegations of securities fraud and civil conspiracy made by counsel for James F.

Schapperle and Frank Dinatally against the Firm, Mr. Pauciulo, Mr. Vagnozzi,

and ABFP Income Fund, LLC ina letter dated May 7, 2020 (the “Schapperle

Claim’);

co ~=6Allegations by counsel for Mr. Schapperle that the Firm aided and abetted Mr.

Vagnozzi in his promotion and sale of unregistered securities in connection with

certain life insurance investment funds, including Pillar 6 Life Settlement Fund,

L.P., which were alleged on July 16, 2020 (the “Pillar 6 Claim’);

co lawsuit filed by the U.S. Securities and Exchange Commission (“SEC”) against

Mr. Vagnozzi and others in the U.S. District Court for the Southern District of

Florida on July 24, 2020 (the “SEC Action”); and

co A letter dated October 9, 2020, from counsel for John Gissas to the Firm, which

demanded that the Firm indemnify Mr. Gissas and his fund, Retirement

Evolution, for any loss resulting from the SEC and Florida Actions (the “Gissas

Claim’).

We direct your attention to Section II. B. of the captioned policy, which states in relevant part:

All CLAIMS (regardless of whether they involve one or more INSUREDS) arising out of

the same ACT, or series of related ACTS, shall constitute a single CLAIM, irrespective of

the number of claimants and shall be deemed to have been made during the POLICY

PERIOD in which such CLAIM arising from the ACT or series of related ACTS is first

made against such INSUREDS without regard to the POLICY PERIOD(S) in which later

CLAIMS arising out of such ACT or series of related ACTS are asserted.

Based on the information currently available to us, the Delaware Action, the Florida Action,

the Melchior Action, the Parker Action, the Vagnozzi Action, the Capricorn Action, the

Schapperle Claim, the Pillar 6 Claim, the SEC Action, and the Gissas Claim “aris[e] out of the

same ACT, or series of interrelated ACTS” and therefore constitute a single “CLAIM” made

on May 7, 2020, during the November 1, 2019 to November 1, 2020 policy period. We

respectfully reserve Insurers’ rights to evaluate this issue further as additional information

becomes available to us.

In addition to the foregoing, we again respectfully reserve Insurers’ rights pursuant

to Exclusion E. of the captioned policy, which excludes from coverage “any CLAIM alleging

the fraud or dishonesty of any INSURED if a judgment or other final adjudication shall

establish that such INSURED committed or personally acquiesced in the commitment by

another INSURED of active and deliberate fraud or dishonesty with actual fraudulent or

dishonest purpose and intent.” We again note that Exclusion E. does not “exclude coverage

to the FIRM, or to any other INSURED who was not so adjudged to have committed or

personally acquiesced to such fraud or dishonesty.”

ESCM_DV-0121833

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 43 of

47
Our File: 435,586 Page 3 of 3

Thank you for your cooperation. We trust that you appreciate that our actions and

inquiries herein are without prejudice to any rights or defenses specifically reserved or

otherwise generally available to our clients. Should you have any questions, please do not

hesitate to contact the undersigned.

Very truly yours,

| Doxsacn

Melissa J. Bartone

ESCM_DV-0121834

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 44 of

47
EXHIBIT D

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 45 of

47
Eckert Seamans Cherin & Mellott, LLC TEL: 412 566 6000

U.S. Steel Tower FAX: 412 566 6099

600 Grant Street, 44 Floor

SEAM AWN 5 Pittsburgh, PA 15219

ATTORNEYS AT LAW

Timothy S. Coon

(412) 566-214

tcoon@eckertseamans.com

March 21, 2022

Megan Bright, Esq.

Mendes & Mount, LLP

750 Seventh Avenue

New York, NY 10019

Re: Scottsdale Insurance Company et al

Lawyers Professional Indemnity Insurance

Insured: Eckert Seamans Cherin & Mellott LLC

Mendes File: 435,586

Dear Megan:

Thank you for your February 22, 2022 letter updating and advising on our Insurers’ reservation

ofrights. As in the past, on behalf of the Insureds under the policy we reserve all of our rights

under the Policy.

Having reviewed your letter, in connection with our Insurers’ position that all of the various

claims and suits relate back to the Schapperle claim, which was asserted in May, 2020, we must

respectfully disagree as we believe it is premature to make that determination. We do agree,

based on information known at this point, that several of the pending matters are substantially

similar and related, for example the Caputo, Montgomery and Melchior class actions. However,

we believe further information is needed to assess whether some of the other suits are limited to

“claims that arise out of the same Act or series of related Acts”. As one example, the Dean

Vagnozzi suit appears to allege different acts, claims, and time periods than those involved in the

three class actions or the Schapperle claim. As another example, we do not yet have a complaint

in the Legacy Advisory Group/David Gollner matter (commenced by wnt of summons in

October 2021) so we do not know the acts and claims that will be asserted. However plaintiffs’

counsel has said that this suit is “different from” the earlier-filed Parker case in which David

Gollner and his fund are plaintiffs.

As such, Eckert respectfully reserves all of its rights on the position that all of the pending claims

and suits are a single CLAIM under the 2019-20 policy. We believe the situation should clarify

after the court orders staying the various matters are lifted and we will certainly engage with you

ESCM_DV-0121840

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 46 of

47
ECKERT at

SEAM ANS age

ATTORNEYS AT LAW

further at that time. We also acknowledge that if, hypothetically, any other policy applies to any

of the claims or suits then Eckert would be responsible for the Retention under that policy.

By reserving its rights, Eckert in no way intends to lend any credence to the allegations, or imply

that Eckert or any Eckert attorney will incur liability as a result of the lawsuits, claims or

potential claims. Thank you, and if you have any questions please let me know.

Very truly yours,

(emethy S. Coon

Timothy S. Coon

ChiefLegal Officer

Cc: Timothy Q Hudak

ESCM_DV-0121841

Case 9:20-cv-81205-RAR Document 1654-1 Entered on FLSD Docket 08/02/2023 Page 47 of

47