COURT OF CHANCERY OF THE S AM G LASS C OCK III

V ICE C HANCELLOR STATE OF DELAWARE C OURT OF C HANCERY C OURTHOUSE 34 T HE C IRCLE G EORGETOWN , D ELAWARE 19947 Date Submitted: April 3 , 2020

Date Decided: April 9, 2020 Brian M. Gottesman, Esq. David B. Anthony, Esq. BERGER HARRIS LLP 1105 N. Market St., 11th Floor Wilmington, Delaware 19801 Adam V. Orlacchio , Esq. BLANK ROME LLP 1201 N. Market Street, Suite 800 Wilmington, Delaware 19801

Mackenzie M. Wrobel , Esq. DUANE MORRIS LLP 222 Delaware Avenue, Suite 1600 Wilmington, Delaware 19801 Elena C. Norman, Esq. Mic hael A. Laukaitis II , Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Steven T. Margolin, Esq. Samuel L. Moultrie, Esq. GREENBERG TRAURIG, LLP The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Stamatios Stamoulis, Esq. STAMOULIS & WEINBLATT LLC 800 N. West Street, Third Floor Wilmington, Delaware 19801

Re: HM Life Insurance Company , et al

. v. Wilmington Savings Fund Society , FSB, et al. , C .A. No. 2018

- 0649

- SG2 Dear Counsel: The Plaintiffs, HM Life Insurance Company and HM Lif e Insurance Company of New York, have filed this A ction in connection with a series of

insuranc e transactions , alleging twenty

- four counts against twenty

- one D efendants. 1 The Plaintiffs allege a “ coordinated and elaborate scheme to defraud them through a complex series of reinsurance transactions, trust agreements, and investment

vehicles .” 2 The Plaintiffs further allege that a Delaware statutory trust, and its series, were “created and used for the sole purpose to conceal from Plaintiffs unauthorized investments in volatile hedge funds and the significant resulting losses.” 3

Defendant Blue Elite Fund, Limited (“Blue Elite”) is an exempt company organized and existing under the laws of the Cayman Islands with its principal place of business in the Cayman Islands. 4 The Plaintiffs have brought claims against Blue Elite for aiding and abetting fraud and tortious interference with contractual

relations. Defendant Blue II, Limited (“Blue II”) is an exempt company organized and existing under the laws of the Cayman Islands with its principal place of business in

1 Defendant John Drake was dismissed with prejudice pursuant to Chancery Court Rule 41(a)(1)(ii). Joint Stipulation of Dismissal w ith Prejudice as to John Drake, D.I. 110. 2 Verified Third Amended Compl. for Breach of Trust Agreements, Breach of Fiduciary Duties, Negligence, an d Related Tort s, D.I. 80 , ¶ 1. 3 Id

. 4 Id

. ¶ 22.3 the Cayman Islands. 5 The Plaintiffs have brought claims against Blue II for aiding and abetting fraud and tortious interference with contractual relations.

Defendant Donald Solow is an individual and resident of the State of New Jersey and was, at all times relevant to this matter, the owne r, manager, and/or person in charge of Defendant Regatta Holdings LLC, and a director and/or owner of Defendants Alpha Re Limited and Alpha Re Holdings (Cayman) Limited. 6 The Plaintiffs have brought claims against Solow for aiding and abetting breach of

f

iduciary duty, fraud, aiding and abetting fraud, unjust enrichment, and tortious

interference with contractual relations. Defendant Edward Brendan Lynch is an individual and a resident of Nassau, New Providence, Bahamas and is a director and/or owner of Defendants Alpha Re Limited, Alpha Re Holdings (Cayman) Limited, Blue Elite, Blue II, and Atlantic Specialty Finance Limited. 7 The Plaintiffs have brought claims against Lynch for aiding and abetting breach of fiduciary duty, fraud, aiding and abetting fr aud, unjust enrichment, and tortious interference with contractual relations. Defendant Gregory Tolaram is an individual and a resident of Bermuda and is a director and/or owner of Defendants Alpha Re Limited, Alpha Re Holdings

5 Id . ¶ 23. 6 Id . ¶ 27. 7 Id . ¶ 29.4 (Cayman) Limited, Blue Elite , Blue II, and Atlantic Specialty Finance Limited. 8 The Plaintiffs have brought claims against Tolaram for aiding and abetting breach of fiduciary duty, fraud, aiding and abetting fraud, unjust enrichment, and tortious

interference with contractual relations. Defendants Blue Elite, Blue II, Solow, Lynch , and Tola ram (together, the “12(b)(2) Defendants”) have moved to dismiss this action for lack of personal jurisdiction pursuant to Chancery Court Rule 12(b)(2). 9

In Hart Holding Co. Inc. v. Drexel Burnham Lambert Inc. , 10 this Court held

that a plaintiff “m ay not ordinarily be precluded from reasonable discovery in aid of mounting [proof that a defendant is subje ct to the jurisdiction of the court ],” and consequently, discovery to establish personal jurisdiction is unwarranted “[o]nly where the facts alleged in the complaint make any claim of personal jurisdiction over

defendant frivolous.” 11 Here, the Plaintiffs have alleged sufficient facts to make a

non - frivolous claim to this Court’s personal jurisdiction over the 12(b)(2)

Defendants . Therefore, the Plai ntiffs are permitted to undertake jurisdictional discovery regarding the 12(b)(2) Defendants . I will hold the 12(b)(2) Defendants’

8 Id . ¶ 30. 9 Ch. Ct. R. 12(b)(2). 10 593 A.2d 535 (Del. Ch . 1991). 11 Id . at 539

.5 respective Motion s to Dismiss

— and all other pending Motions to Dismiss in this

matter

— in abeyance for the duration of such d iscovery. To the extent the foregoing requires an Order to take effect, IT IS SO

ORDERED.

Sincerely , /s/ Sam Glasscock III

Sam Glasscock III