Starr Indemnity & Liability Company et al v. Lumber Liquidators Holdings, Inc. et al

MOTION for Summary Judgment

E.D. Va.October 25, 2016

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA NEWPORT NEWS DIVISION STARR INDEMNITY & LIABILITY ) COMPANY, et al., ) ) Plaintiffs, ) ) v. ) Civil Action No.: 4:16-cv-00114-AWA-DEM ) LUMBER LIQUIDATORS HOLDINGS, INC.,) et al., ) ) Defendants. ) ) PLAINTIFFS’ MOTION FOR SUMMARY JUDGMENT Plaintiffs Starr Indemnity & Liability Company, Travelers Casualty and Surety Company of America, Liberty Insurance Underwriters, Inc., ACE American Insurance Company, Continental Casualty Company, and Aspen American Insurance Company (collectively, the “Insurers”), by and through their respective counsel, pursuant to Fed. R. Civ. P. 56, hereby move for summary judgment dismissing them from this action, discharging them from any further liability in accordance with 28 U.S.C. §1335 arising out of, based upon, or attributable to the applicable insurance policies and/or the claims of Defendants for coverage under the applicable insurance policies, and for entry of a permanent injunction, pursuant to 28 U.S.C. § 2361, restraining any Insured or claimant from instituting or prosecuting any action against the Insurers arising out of, based upon, or attributable to the applicable insurance policies and/or the claims of the defendants for coverage under the applicable insurance policies. This Motion is supported by a Memorandum in Support of Plaintiffs’ Motion for Summary Judgment filed Case 4:16-cv-00114-AWA-DEM Document 67 Filed 10/25/16 Page 1 of 5 PageID# 533 2 contemporaneously herewith, with supporting exhibits. A proposed Order is submitted with this Motion. Lumber Liquidators Holdings, Inc. and certain Defendants have moved for summary judgment (ECF No. 62) seeking an Order directing the disbursement of interpleaded funds deposited into the Court’s registry to pay for the settlement of the related securities and derivative litigation. The Insurers take no position on Lumber Liquidators’ request provided that the Court first grants the Insurers’ discharge and other relief sought in this motion. Case 4:16-cv-00114-AWA-DEM Document 67 Filed 10/25/16 Page 2 of 5 PageID# 534 Respectfully submitted, Dated: October 25,2016 WILEY REIN LLP By: lsi Leland H. Jones IV Leland H. Jones IV lhj ones@wileyrein. co m (VSB #78643) 1776 K Street, NW Washington, DC 20006 (202) 719-7178 Counsel for Starr Indemnity & Liability Company, Travelers Casualty and Surety Company of America, Liberty Insurance Underwriters Inc., ACE American Insurance Company, and Aspen American Insurance Company BAILEY CA V ALlER!, LLC By: _ Michael R. Goodstein mgoodstein@baileycav.com (VSB #31700-Inactive Status) 10 W. Broad Street, Suite 2100 Columbus,OH 43215 (614) 229-3231 Co-Counsel for ACE American Insurance Company and Aspen American Insurance Company 3 Case 4:16-cv-00114-AWA-DEM Document 67 Filed 10/25/16 Page 3 of 5 PageID# 535 4 DLA PIPER LLP (US) By: Benjamin S. Boyd. benjamin.boyd@dlapiper.com (VSB #28427) 500 8th Street NW Washington, DC 20004 (202) 799-4502 Counsel for Continental Casualty Company Case 4:16-cv-00114-AWA-DEM Document 67 Filed 10/25/16 Page 4 of 5 PageID# 536 CERTIFICATE OF SERVICE I hereby certify that on this 25th day of October, 2016, I have electronically filed a copy of the foregoing with the Clerk of Court using the CM/ECF system, which will send a notice of electronic filing to all registered users indicated on the electronic filing receipt. WILEY REIN LLP By: /s/ Leland H. Jones IV Leland H. Jones IV lhjones@wileyrein.com (VSB #78643) 1776 K Street, NW Washington, DC 20006 (202) 719-7178 Counsel for Starr Indemnity & Liability Company, Travelers Casualty and Surety Company of America, Liberty Insurance Underwriters Inc., ACE American Insurance Company, and Aspen American Insurance Company Case 4:16-cv-00114-AWA-DEM Document 67 Filed 10/25/16 Page 5 of 5 PageID# 537 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA NEWPORT NEWS DIVISION STARR INDEMNITY & LIABILITY ) COMPANY, et al., ) ) Plaintiffs, ) ) v. ) Civil Action No.: 4:16-cv-00114-AWA-DEM ) LUMBER LIQUIDATORS HOLDINGS, INC.,) et al., ) ) Defendants. ) ) MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR SUMMARY JUDGMENT Plaintiffs Starr Indemnity & Liability Company (“Starr”), Travelers Casualty and Surety Company of America (“Travelers”), Liberty Insurance Underwriters, Inc. (“Liberty”), ACE American Insurance Company (“ACE”), Continental Casualty Company (“CNA”), and Aspen American Insurance Company (“Aspen” and together with Starr, Travelers, Liberty, ACE, and CNA, the “Insurers”), by and through their respective counsel, hereby submit this memorandum in support of their Motion for Summary Judgment. INTRODUCTION The Insurers filed the instant interpleader action as a result of competing claims to the $26 million in insurance coverage that remains available under six directors and officers liability insurance policies (collectively, the “Policies”) issued by the Insurers to Lumber Liquidators Holdings, Inc. (“Lumber Liquidators” or the “Company”) for the policy period of December 9, 2012 to December 9, 2013. Lumber Liquidators and 43 of its present and former directors, officers and employees have submitted claims for coverage under the Policies for Loss Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 1 of 18 PageID# 538 2 (including Defense Costs and settlement amounts)1 in connection with underlying lawsuits and investigations involving Lumber Liquidators. Certain of the Defendants have demanded payment from the Insurers in the full amount of the $26 million in remaining limits of liability under the Policies (the “Remaining Limits”) to fund settlement of securities and derivative litigation on terms this Court has preliminarily approved. These settlements, however, do not resolve other losses that have been or may be incurred by the Defendants in the matters submitted to the Insurers for coverage. Statutory interpleader pursuant to 28 U.S.C. § 1335 is proper here. It is undisputed that two or more adverse claimants of diverse citizenship assert competing claims to the Remaining Limits. It is likewise undisputed that the gross amounts sought collectively by the Defendants against the Policies exceed the Remaining Limits. Thus, the Insurers have a reasonable concern of risk from these competing claimants if they were, for example, to use the Remaining Limits at the behest of and for the benefit of some Insureds thereby leaving other Insureds without any insurance. The Insurers, however, stand neutral as to the respective rights and claims of the Defendants against the Remaining Limits and have disclaimed any interest in the funds by depositing them, as earlier directed in the Court’s August 26, 2016 Order (ECF No. 32), into the Court’s registry (the “Interpleader Fund”). Certain of the Defendants have now moved for summary judgment (ECF No. 62), seeking an order directing the distribution of all of the Interpleader Fund to pay for the settlement of the securities and derivative litigation. The Insurers take no position on this request provided that the Court first grants the Insurers the discharge and other relief that they seek by this motion and, as shown, are entitled to receive as disinterested stakeholders. In this regard, the Insurers 1 Terms in bold are defined in the Policies. Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 2 of 18 PageID# 539 3 respectfully request that the Court enter summary judgment in their favor, dismissing them from this action and discharging them from all further obligations and liability relating in any way to the Policies including any demands that may be made in connection with the Policies. The Insurers also request that the Court issue a permanent injunction, pursuant to 28 U.S.C. § 2361, restraining any claimant from instituting or prosecuting any action against the Insurers arising out of, based upon, or attributable to the Policies and/or claims of Defendants under the Policies. STATEMENT OF UNDISPUTED FACTS A. The Directors and Officers Insurance Policies Lumber Liquidators purchased from the Insurers the following six directors and officers liability insurance policies that collectively provided $35 million in coverage for claims first made and reported during the policy period of December 9, 2012 to December 9, 2013: 1. Starr issued Resolute Portfolio for Public Companies Policy No. SISIFNL20084512 (the “Primary Policy”), with an original aggregate limit of liability of $10 million, inclusive of Defense Costs, subject to any applicable self-insured retention. Ex. 1 (Decl. of Susan Paek), ¶3. A true and correct copy of the Primary Policy is attached as Schedule A to Ex. 1. 2. Travelers issued ExecutiveChoice Policy No. 105716790 (the “Travelers Excess Policy”), with an aggregate limit of liability of $5 million that attaches after the $10 million limit of liability of the Primary Policy is exhausted by reason of actual payment of covered Loss, as more particularly set forth in the Travelers Excess Policy. Ex. 2 (Decl. of Rosalie Koenig), ¶3. A true and correct copy of the Travelers Excess Policy is attached as Sch. A to Ex. 2. 3. Liberty issued Management Liability and Professional Liability Follow Form Excess Policy No. DO3AT608812006 (the “Liberty Excess Policy”), with an aggregate limit of Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 3 of 18 PageID# 540 4 liability of $5 million that attaches after the $15 million in aggregate limits of liability of the Primary Policy and the Travelers Excess Policy are exhausted by reason of actual payment of covered loss, as more particularly set forth in the Liberty Excess Policy. Ex. 3 (Decl. of Avani Shah) ¶3. A true and correct copy of the Liberty Excess Policy is attached as Sch. A to Ex 3. 4. ACE issued Executive Liability Insurance Policy No. DOX G25534967 004 (the “ACE Excess Policy”), with an aggregate limit of liability of $5 million that attaches after the $20 million in aggregate limits of liability of the Primary Policy, the Travelers Excess Policy and the Liberty Excess Policy are exhausted by reason of actual payment of covered loss, as more particularly set forth in the ACE Excess Policy. Ex. 4 (Decl. of Sylvia E. Toyos), ¶3. A true and correct copy of the ACE Excess Policy is attached as Sch. A to Ex. 4. 5. CNA issued Excess Insurance Policy No. 425272242 (the “CNA Excess Policy”), with an aggregate limit of liability of $5 million that attaches after the $25 million in aggregate limits of liability of the Primary Policy, the Travelers Excess Policy, the Liberty Excess Policy and the ACE Excess Policy are exhausted by reason of actual payment of covered loss, as more particularly set forth in the CNA Excess Policy. Ex. 5 (Decl. of Jennifer Lawson), ¶3. A true and correct copy of the CNA Excess Policy is attached as Sch. A to Ex. 5. 6. Aspen issued Follow Form Excess Policy No. MCA9A2A12 (the “Aspen Excess Policy” and together with the Travelers Excess Policy, Liberty Excess Policy, Ace Excess Policy and CNA Excess Policy, the “Excess Policies”). The Aspen Excess Policy has an aggregate limit of liability of $5 million that attaches after the $30 million in aggregate limits of liability of the Primary Policy, the Travelers Excess Policy, the Liberty Excess Policy, the ACE Excess Policy and the CNA Policy are exhausted by reason of actual payment of covered loss, as more Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 4 of 18 PageID# 541 5 particularly set forth in the Aspen Excess Policy. Ex. 6 (Decl. of Steven L. White), ¶3. A true and correct copy of the Aspen Excess Policy is attached as Sch. A to Ex. 6. The Excess Policies each afford coverage in accordance with the terms, conditions, definitions, exclusions and limitations as set forth in the Primary Policy, except as otherwise provided by the terms, conditions and endorsements of each Excess Policy. Ex. 2, ¶3; Ex. 3, ¶3; Ex. 4, ¶3; Ex. 5, ¶3; and Ex. 6, ¶3. B. The Underlying Matters Submitted for Coverage The Defendants have submitted claims for coverage under the Policies for Loss (including Defense Costs and settlement amounts) which has been or will be incurred in connection with several claims and investigations, including but not limited to the following (collectively, the “Underlying Matters”): 1. Kiken v. Lumber Liquidators Holdings, Inc., No. 4:13cv00157-AWA-DEM (E.D. Va.) (the “Kiken Action”); 2. City of Hallandale Beach Police Officers’ & Firefighters’ Personnel Retirement Trust v. Lumber Liquidators Holdings, Inc., No. 1:14cv1227-AJT-IDD (E.D. Va.) (the “City of Hallandale Action”); 3. The consolidation of the Kiken Action and the City of Hallandale Action titled In re Lumber Liquidators Holdings, Inc. Securities Litigation, No. 4:13cv00157- AWA-DEM (E.D. Va.) (the “Securities Litigation”); 4. Klein v. Brock, No. 4:15-cv-16 (E.D. Va.) (the “Klein Action”); 5. Doan v. Brock, No. 15-cv-25 (E.D. Va.) (the “Doan Action”); 6. Amalgamated Bank v. Brock, No. 15-cv-30 (E.D. Va.) (the “Amalgamated Bank Action”); Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 5 of 18 PageID# 542 6 7. The Consolidation of the Klein, Doan and Amalgamated Bank Actions titled In re Lumber Liquidators Holdings, Inc. Shareholder Derivative Litigation, No. 4:15- cv-16 (E.D. Va.) (the “Derivative Litigation”); 8. Costello v. Sullivan, C.A. No. 10764-CB (Del. Ch.); 9. McBride v. Sullivan, No. 830-CL-15000453-00 (Va. Cir. Ct.); 10. An investigation by the Department of Justice (the “DOJ”) of the Company and certain of its directors, officers and/or employees pertaining to the Lacey Act and formaldehyde in the Company’s products; and 11. An investigation by the Securities and Exchange Commission (the “SEC”) of the Company and potentially others. Ex. 1, ¶4; Ex. 2, ¶4; Ex. 3, ¶4; Ex. 4, ¶4; Ex. 5, ¶4; and Ex. 6, ¶4. C. Demands Against the Policies Exceed the Remaining Limits In response to Defendants’ claims for coverage for the Underlying Matters, Starr has paid a total of $9 million in Defense Costs incurred in the Underlying Matters by Defendants (the “Paid Defense Costs”). Ex. 1, ¶5. As a result of these payments, only $26 million of the collective limits of liability under the Policies remain. In addition to the Paid Defense Costs, Defendants have submitted invoices totaling more than $1 million in Defense Costs for payment under the Policies. Ex. 1, ¶7. The parties to the Derivative Litigation have executed and filed a Stipulation of Settlement, dated July 18, 2016, seeking this Court’s approval of a proposed settlement of the Derivative Litigation (the “Derivative Settlement”). Securities Litigation, ECF No. 177-1. The parties to the Securities Litigation have executed and filed a Stipulation and Agreement of Settlement, dated as of June 15, 2016, seeking this Court’s approval of a proposed settlement of Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 6 of 18 PageID# 543 7 the Securities Litigation (the “Securities Settlement” and together with the Derivative Settlement, the “Settlements”). Id., ECF No. 174-1. The financial consideration for the Derivative Settlement is the Remaining Limits, subject to this Court releasing and allocating the entirety of the Interpleader Fund to be used for and in accordance with the Derivative Settlement. Id., ECF No. 177-1, ¶V.4.6. The Derivative Settlement Amount, subject to the court’s approval, will in turn be used to fund the Securities Settlement. Id., ECF No. 174-1, ¶8(a). The Settlements, if consummated and approved by the Court, would result in the release and dismissal with prejudice of the claims asserted against the Defendants who are defendants in the Derivative Litigation and/or the Securities Litigation (the “Litigation Defendants”), but would not resolve all of the Underlying Matters against or involving other Defendants. The payment by the Insurers of the $26 million into the Interpleader Fund, as ordered by the Court (ECF No. 32), has fully exhausted the Remaining Limits under the Policies. Ex. 1, ¶7; Ex. 2, ¶5; Ex. 3, ¶5; Ex. 4, ¶5; Ex. 5, ¶5; and Ex. 6, ¶5. This Court granted preliminary approval of the Securities Settlement by Order dated July 8, 2016, finding that the terms of the Securities Settlement are “fair, reasonable and adequate to the Settlement Class, subject to further consideration at the Settlement Hearing.” Securities Litigation, ECF No. 175, ¶4. The Court also granted preliminary approval of the Derivative Settlement by Order dated August 26, 2016. Id., ECF No. 179. A hearing to consider final approval of the Settlements is scheduled on November 17, 2016. Id., ¶2. The Remaining Limits are insufficient to fund the Settlements plus all Defense Costs tendered for payment any additional Loss that may be incurred by the Defendants in the future in Underlying Matters. If the Settlements are funded, the Insurers may be subject to claims that the Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 7 of 18 PageID# 544 8 Policies’ collective limits of liability were improperly paid for the benefit of some Insureds, but not others. Accordingly, the Insurers commenced this interpleader action. On October 13, 2016, Lumber Liquidators and the Litigation Defendants filed a motion for summary judgment (ECF No. 62), seeking an order directing the disbursement of the entirety of the Interpleader Funds to fund the Settlements. The Insurers take no position on this request provided that the Court first grants the Insurers the discharge and other relief that they seek in this motion. SUMMARY JUDGMENT STANDARD Summary judgment is appropriate where the court finds that there is no genuine dispute concerning any material fact and that the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(c); Triton Marine Fuels, Ltd., S.A. v. M/V Pac. Chukotka, 575 F.3d 409, 412 (4th Cir. 2009). “Only disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment. Factual disputes that are irrelevant or unnecessary will not be counted.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). Summary judgment is “an integral part of the Federal Rules as a whole, which are designed ‘to secure the just, speedy and inexpensive determination of every action.’” Celotex Corp. v. Catrett, 477 U.S. 317, 327 (1986). ARGUMENT Under applicable law and interpleader statutes, the Insurers are entitled to summary judgment and injunctive relief. There is and can be no dispute that (i) this interpleader action meets the jurisdictional requirements of the Court, and (ii) the Insurers face competing demands for the Remaining Limits which are insufficient to satisfy those demands. The Insurers requested relief should be granted and the Court should enter Final Judgment dismissing the Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 8 of 18 PageID# 545 9 Insurers, discharging them from any further liability, and enjoining all claims against the Insurers relating to the Policies. The Insurers filed this interpleader action pursuant to the federal interpleader statutes, 28 U.S.C. §§ 1335, 2361. Section 1335 provides that the district courts have original jurisdiction over actions in interpleader filed by any person having in custody money or property worth $500 or more, if (1) two or more adverse claimants of diverse citizenship are “claiming or may claim to be entitled to such money or property, or to any one or more of the benefits arising by virtue of any note, bond, certificate, policy or other instrument, or arising by virtue of such obligation,” and (2) the plaintiff has deposited such money or property into the registry of the Court. 28 U.S.C. § 1335. Under Section 2361, the Court has the authority to enter a broad injunction enjoining all other litigation affecting the same money or property: In any civil action of interpleader or in the nature of interpleader under section 1335 of this title, a district court may issue its process for all claimants and enter its order restraining them from instituting or prosecuting any proceeding in any State or United States court affecting the property, instrument or obligation involved in the interpleader action until further order of the court. Such process and order shall be returnable at such time as the court or judge thereof directs, and shall be addressed to and served by the United States marshals for the respective districts where the claimants reside or may be found. Such district court shall hear and determine the case, and may discharge the plaintiff from further liability, make the injunction permanent, and make all appropriate orders to enforce its judgment. 28 U.S.C. § 2361. The Fourth Circuit has articulated the purpose behind the interpleader device as follows: The principle of interpleader is that, where two persons are engaged in a dispute, and that which is to be the fruit of the dispute is in the hands of a third party, who is willing to give it up according to the result of the dispute, then, ... that third person ... is not to be obliged to be at the expense and risk of defending an action; but, on giving up the thing ..., he is to be relieved, and the Court directs that the persons between whom the dispute really exists shall fight it out at their own expense. Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 9 of 18 PageID# 546 10 Equitable Life Assurance Soc'y. v. Jones, 679 F.2d 356, 358 n. 2 (4th Cir.1982) (citations omitted). Courts have held that even if a dispute exists regarding various claimants’ rights to the fund, that dispute does not preclude the granting of summary judgment in favor of the interpleader [dismissing the stakeholder from the suit]. It is in the very nature of an interpleader action that two or more parties claim rights to certain money or property. What is undisputed is that the stakeholder ... has no interest in the stake, and that a real controversy exists as to who does. Banner Life Ins. Co. v. Jones, No. 2:11CV63, 2011 WL 4565352, at *5 (E.D. Va. Sept. 29, 2011) (citing Commerce Funding Corp. v. Southern Financial Bank et al., 80 F.Supp.2d 582 (E.D.Va.1999)). In the “first stage” of an interpleader action, the court must determine whether the stakeholder has properly invoked the court’s interpleader jurisdiction so that claimants may be compelled to litigate their claims to the stake in that single proceeding. Id. at *5 (citing United States v. High Tech. Prods., 497 F.3d at 641; Metropolitan Life Ins. Co. v. Vines, et al., 2011 WL 2133340, at *2 (D.Md. Mar. 25, 2011)). “In the second stage, [the court] must determine the respective rights of the claimants to the stake.” Crider v. Taylor, No. 89-0001-R, 1989 U.S. Dist. LEXIS 18104, at *8 (W.D. Va. Nov. 13, 1989); Nationwide Mut. Fire Ins. Co. v. Eason, 736 F.2d 130, 133 n.4 (4th Cir.1984). Summary judgment is the common way to resolve the “first stage” of an interpleader action. “[I]n an interpleader action in which the stakeholder does not assert a claim to the stake, the stakeholder should be dismissed immediately following its deposit of the stake into the registry of the court … That dismissal should take place without awaiting adjudication of the defendants’ competing claims.” Hudson Sav. Bank v. Austin, 479 F.3d 102, 107 (1st Cir.2007) (citations omitted). Accord Reliastar Life Ins. Co. v. LeMone, 2006 U.S. Dist. LEXIS 11692, at *8 (“Ordinarily in an interpleader action, the court may discharge the stakeholder, after Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 10 of 18 PageID# 547 11 determining that interpleader is available and that the stakeholder is disinterested”); NationsBank, N.A. v. Raney, 1998 U.S. Dist. LEXIS 15665, at *5 (citing, among other authority, City Nat’l Bank of Fairmont v. Fid. Mut. Life Ins. Co., 206 F.2d 531, 534 (4th Cir.1953)); Am. Gen. Life & Accident Ins. Co. v. Galyean, No. 7:05cv00472, 2006 U.S. Dist. LEXIS 32447, at *1-*2 (W.D. Va. May 23, 2006) (Urbanski, U.S.M.J.). “A discharge in interpleader permits the neutral stakeholder having no claim to the subject matter of the action, to retire from the action and requires competing claimants to interplead their claims.” Aliuga v. Perera Co., 494 F. Supp. 18, 20 (S.D.N.Y. 1979). “The remedy of interpleader should, of course, be a simple, speedy, efficient and economical remedy.” Sun Life Assurance Co. v. Bew, 530 F. Supp. 2d 773 (E.D. Va. 2007) (citation omitted). Discharge serves the purpose of interpleader: “to protect a stakeholder from multiple liability and the vexation of defending multiple claims to the same fund.” In re Parmele, Adv. Pro. No. 07- 6196-aer, 2008 Bankr. LEXIS 1418, at *4-*5 (Bankr. D. Or. May 8, 2008) (granting summary judgment on “first stage” of an interpleader adversary proceeding) (citation omitted); Reliastar, 2006 U.S. Dist. LEXIS 11692, at *7. During this first stage, “the Court considers whether: (1) it has jurisdiction over the suit; (2) a single fund2 is at issue; (3) there are adverse claimants to the fund; (4) the stakeholder is actually threatened with multiple liability; and (5) equitable concerns prevent the use of interpleader.” High Tech. Prods., 497 F.3d at 641; see also Rhoades v. Casey, 196 F.3d 592, 600 (5th Cir.1999). 2 Courts have determined that multiple layers of D&O insurance constitute a single fund. See In re Enron Corp. Secs v. Belfer, 2006 U.S. Dist. LEXIS 38845 (“There is a single fund because the policies are layered, each triggered when the one below is exhausted.”) Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 11 of 18 PageID# 548 12 In this case, the jurisdictional requirements of the Court are met. “An interpleader action may be brought under 28 U.S.C. § 1335 if [1] the amount in controversy is $500 or more, [2] diversity exists between any two contending claimants, and [3] if the stakeholder has deposited the money or property at issue into the court.” Reliastar, 2006 U.S. Dist. LEXIS 11692 at *7. The “diversity” requirement of Section 1335 has been “uniformly construed to require only ‘minimal diversity,’ that is, diversity of citizenship between two or more claimants, without regard to the circumstance that other rival claimants may be co-citizens.” State Farm Fire & Cas. Co. v. Tashire, 386 U.S. 523, 530 (1967). This case meets all of these requirements. First, the amount in controversy is $26 million. Second, the Defendants in the action are minimally diverse to each other. Lumber Liquidators is a Delaware corporation with its principal place of business in Virginia, while Defendant Thomas D. Sullivan is a director of Lumber Liquidators and a citizen of the state of Florida. ECF No. 41, ¶19. Third, the Insurers have deposited the Remaining Limits into the Court registry. See ECF Nos. 56-61. Once a case meets these jurisdictional requirements, “[t]he primary test for determining the propriety of interpleading the adverse claimants and discharging the stakeholder is whether the stakeholder legitimately fears multiple litigation over a single fund.” Reliastar, 2006 U.S. Dist. LEXIS, at 8 (citing 7 Wright, et al., Federal Practice and Procedure § 1704 (3d ed.2001)). A stakeholder must have a good faith belief that there are or may be two or more adverse, competing claims to the stake, which is “not an onerous requirement.” Michelman v. Lincoln Nat. Life Ins. Co., 685 F.3d 887, 894 (9th Cir. 2012; 28 U.S.C. 1335(a); Tashire, 386 U.S. at 530-32. “In most cases, it is not difficult for the stakeholder to meet the requirement of a reasonable and good faith fear of multiple litigation, and courts appear to require merely that the Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 12 of 18 PageID# 549 13 stakeholder’s concern in this regard be more than conjectural.” 4 James Wm. Moore, Moore’s Federal Practice § 22.03[1][c] (3rd. Ed. 1997). “Although an interpleading stakeholder need not sort out the merits of the conflicting claims as a pre-requisiste to interpleader, good faith requires a real and reasonable fear of exposure to double liability or the vexation of conflicting claims.” Michelman, 685 F.3d at 894. Here, the Insurers face not merely the “legitimate fear,” but the reality, of being placed in the middle of irreconcilable demands for Policy proceeds from Defendants. There are multiple mutually exclusive and conflicting demands on the Insurers concerning and exceeding the Remaining Limits. Lumber Liquidators and the Litigation Defendants have moved for summary judgment in this interpleader action, laying claim to the entire Remaining Limits in order to fund the Settlements. (ECF No. 62.) Other Defendants, however, have demanded that the Insurers pay past, present and future Defense Costs incurred or to be incurred in connection with the Underlying Matters. The Remaining Limits cannot satisfy these competing, adverse claims. As a result, the Insurers could not have paid a subset of these competing claims without creating the appearance of having preferred certain Insureds over others without being exposed to the possibility of having to pay more than the limit of liability of their respective Policies. The Insurers have deposited the Remaining Limits with the registry of this Court as earlier directed (ECF No. 32) and stand neutral as to how the Interpleader Funds are disbursed. Before determining how the Interpleader Funds should be disbursed, however, the Court should first discharge the Insurers – as disinterested stakeholders – from further liability. See, e.g., United States v. High Tech. Prod., Inc., 497 F.3d 637, 642 (6th Cir. 2007) (“[I]n a typical interpleader action, a disinterested stakeholder would deposit with the court the fund or property at issue and be discharged from further liability during the first stage of the action, before the Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 13 of 18 PageID# 550 14 court determined the relative possessory and ownership rights of the parties and distributed the fund or property.” (emphasis added)); Bear Stearns Sec. Corp. v. 900 Capital Servs., Inc., 204 F. Supp. 2d 538, 540 (E.D.N.Y. 2002) (“interpleader action is normally conducted in two stages, the first to determine whether the stakeholder is entitled to bring an interpleader action, and the second to determine the rights of the competing claimants to the fund”); Aaron v. Merrill Lynch Pierce, Fenner & Smith, 502 F. Supp. 2d 804, 808 (N.D. Ind. 2007), aff'd, 550 F.3d 659 (7th Cir. 2008) (“[i]f the court determines that interpleader is improper, the proceedings should be dismissed before the court reaches the second stage of the interpleader, which involves the determination of the respective rights of the claimants to the stake.”); In re Paysage Bords De Seine, 1879 Unsigned Oil Painting on Linen by Pierre-Auguste Renoir, 991 F. Supp. 2d 740, 743 (E.D. Va. 2014) (“During the first stage, courts determine whether the action is appropriate and whether the stakeholder is entitled to bring the action. During the second stage, courts determine the rights of the competing claimants to the property or fund”); 21 Fed. Proc., L. Ed. § 49:31 (“first stage in an interpleader action involves a determination of the stakeholder’s right to interplead, that is, a determination of the stakeholder’s right (1) to compel claimants to the stake to litigate their various claims in one proceeding, confining total recovery to an amount not exceeding the deposited fund, and (2) to obtain absolution from further liability and discharge from the action”). The underlying Settlements contemplate that the Insurers will receive discharge of their obligations in this interpleader action before the Settlements are paid, as the Insurers have the right to terminate the Settlements if they do not obtain that discharge. See Securities Litigation, ECF Nos. 177-1, ¶V.4.7, and 174-1, ¶40. Disinterested stakeholders like the Insurers here are entitled to dismissal from the interpleader action as well as a discharge from further liability and a permanent injunction Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 14 of 18 PageID# 551 15 enjoining all claimants to the fund from instituting or prosecuting any proceeding in any State or United States court affecting the property involved in the interpleader action. 28 U.S.C. § 2361; Metro. Life Ins. Co. v. Reynolds, 2013 WL 6048808, at *4 (D. Ariz. Nov. 15, 2013). Stakeholders are disinterested where as here they admit liability with respect to the interpleaded fund but are unsure to whom the fund should properly be paid. Am. Gen. Life Ins. Co. v. Brothen, 829 F. Supp. 2d 1369, 1371 (N.D. Ga. 2011). Insurance companies like the Insurers are often disinterested stakeholders because they frequently seek resolution of a dispute in which they have no interest, and guidance on the proper distribution of policy limits. Lexington Ins. Co. v. Hovensa, 2009 WL 2950366 at *4. In this case, the Insurers have admitted liability under their respective Policies and stated their distinterest in the Interpleader Fund. See Ex. 1, ¶8; Ex. 2, ¶5; Ex. 3, ¶5; Ex. 4, ¶6; Ex. 5, ¶6; and Ex. 6, ¶6. Further, the Insurers commenced this action to seek resolution on the proper distribution of the Remaining Limits. Therefore, before the Interpleader Funds are disbursed, the Insurers are first entitled to relief in the form of both a discharge from further liability with prejudice and a permanent injunction restraining claimants from instituting or prosecuting any proceeding in any State or United States court affecting the Policies whose proceeds the Insurers have interpleaded. 28 U.S.C. § 2361; New York Life Ins. Co. v. Conn. Dev. Auth., 700 F.2d 91, 95 (2d Cir. 1983); Reliastar, 2006 U.S. Dist. LEXIS 11692, at *13; 7 Wright, et al., § 1714.3 3 Under certain circumstances not present here, the court will prohibit the use of interpleader if the stakeholder has acted in bad faith or unreasonably delayed the action. Jones, at 6; see Mendez v. Teachers Ins. & Annuity Ass'n & College Retirement Equities Fund, 982 F.2d 783, 787 (2d Cir.1992) (bad faith); In re Bohart, 743 F.2d 313, 325 (5th Cir.1984) (unreasonable delay). In this case, the undisputed facts demonstrate that the Insurers promptly and timely filed this action just over two weeks after the filing of the Stipulation and Agreement of Settlement in the Securities Litigation, and before the actual filing of the Stipulation of Settlement in the Derivative Litigation. See In re Bohart, 743 F.2d at 328-29 (reversing as error district court’s dismissal of interpleader based on insurer’s alleged delay, in the absence of sufficient showing of prejudice resulting from delay); Metro. Life Ins. Co. v. Barretto, 178 F. Supp. 2d. 745, 751 (rejecting insured's laches argument, and granting summary judgment to insurer in interpleader action). And there are no, nor can there be any, facts suggesting that the Insurers acted in bad faith. The filing of the Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 15 of 18 PageID# 552 16 CONCLUSION Based on the foregoing reasons, the Insurers respectfully request that the Court enter summary judgment in their favor, dismissing them from this action and discharging them from all further obligations and liability relating in any way to the Policies including any demands that may be made in connection with the Policies. The Insurers also request that the Court issue a permanent injunction, pursuant to 28 U.S.C. § 2361, restraining any claimant from instituting or prosecuting any action against the Insurers arising out of, based upon, or attributable to the Policies and/or claims of Defendants under the Policies. Respectfully submitted, Dated: October 25, 2016 WILEY REIN LLP By:/s/ Leland H. Jones IV Leland H. Jones IV lhjones@wileyrein.com (VSB #78643) 1776 K Street, NW Washington, DC 20006 (202) 719-7178 Counsel for Starr Indemnity & Liability Company, Travelers Casualty and Surety Company of America, Liberty Insurance Underwriters Inc., ACE American Insurance Company, and Aspen American Insurance Company interpleader action in the circumstances of this case actually demonstrates the opposite; the Insurers acted reasonably and with the utmost good faith. “Though there is no statutory authority to do so, courts often award costs, as well as attorneys’ fees, to the stakeholder when an interpleader action is successful.” Reliastar, 2006 U.S. Dist. LEXIS 11692, at *8 (citations omitted); Panel Publishers Inc. v. Smith, 159 B.R. 472, 481 (Bankr. W.D. Va. 1993). Despite the right to seek costs and attorneys’ fees, the Insurers waive any such claim in this action. Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 16 of 18 PageID# 553 BAILEY CAVAUERI, LLC BY:~ Michael R. Goodstein mgoodstein@baileycav.com (VSB #31700-Inactive Status) 10 W. Broad Street, Suite 2100 Columbus,OH 43215 (614) 229-3231 Co-Counsel for ACE American Insurance Company and Aspen American Insurance Company DLA PIPER LLP (US) By: __ ~ _ Benjamin S. Boyd. benjamin. boyd@dlapiper.com (VSB #28427) 500 8th Street NW Washington, DC 20004 (202) 799-4502 Counsel for Continental Casualty Company 17 Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 17 of 18 PageID# 554 18 CERTIFICATE OF SERVICE I hereby certify that on this 25th day of October, 2016, I have electronically filed a copy of the foregoing with the Clerk of Court using the CM/ECF system, which will send a notice of electronic filing to all registered users indicated on the electronic filing receipt. WILEY REIN LLP By: /s/ Leland H. Jones IV Leland H. Jones IV lhjones@wileyrein.com (VSB #78643) 1776 K Street, NW Washington, DC 20006 (202) 719-7178 Counsel for Starr Indemnity & Liability Company, Travelers Casualty and Surety Company of America, Liberty Insurance Underwriters Inc., ACE American Insurance Company, and Aspen American Insurance Company Case 4:16-cv-00114-AWA-DEM Document 67-1 Filed 10/25/16 Page 18 of 18 PageID# 555 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA NEWPORT NEWS DIVISION STARR INDEMNITY & LIABILITY ) COMPANY, et al., ) ) Plaintiffs, ) ) v. ) Civil Action No.: 4:16-cv-00114-AWA-DEM ) LUMBER LIQUIDATORS HOLDINGS, INC.,) et al., ) ) Defendants. ) ) PROPOSED ORDER This matter having come before the Court on the Motion for Summary Judgment (“Motion”) of Plaintiffs Starr Indemnity & Liability Company, Travelers Casualty and Surety Company of America, Liberty Insurance Underwriters, Inc., ACE American Insurance Company, Continental Casualty Company, and Aspen American Insurance Company (collectively, the “Insurers”), with due notice having been given, and the Court having considered the Motion, any opposition thereto, and the entire record, it is hereby: 1. ORDERED that Insurers’ Motion is GRANTED; 2. ORDERED that Insurers are hereby DISMISSED from this action for interpleader with prejudice; 3. ORDERED that Insurers and any and all of their current and former agents, representatives and affiliates (including but not limited to, their subsidiaries and parent companies), are hereby discharged from all further obligations and liability relating in Case 4:16-cv-00114-AWA-DEM Document 67-2 Filed 10/25/16 Page 1 of 3 PageID# 556 any way to the Insurers’ respective insurance policies (the “Policies”), including any demands that may be made in connection with the Policies; 4. ORDERED that, pursuant to 28 U.S.C. § 2361, the Defendants are permanently enjoined from asserting any Claims (as defined in the Policies), rights, causes of action, or demands of whatever nature, whether known or unknown, foreseen or unforeseen, under or relating to the Policies against the Insurers and each of their respective parents, subsidiaries, affiliates, insurers, reinsurers, directors, officers, employees, agents, representatives, attorneys, and their respective heirs, executors, administrators, successors and assigns; and instituting, commencing, and/or prosecuting any arbitration proceeding, or any legal proceeding in any state or federal court, against the Insurers and their respective parents, subsidiaries, affiliates, insurers, reinsurers, directors, officers, employees, agents, representatives, attorneys, and their respective heirs, executors, administrators, successors and assigns, with respect to any Claims, causes of whatever nature, whether known or unknown, foreseen or unforeseen, that have been, could have been, or could be asserted in any form, either directly or indirectly, based upon, arising out of, relating to, concerning, resulting from or in consequence of, or in connection with: (1) the Policies; (2) any past present or future actual or putative Claim or notice of circumstances which could give rise to any Claim under the Policies; (3) any past, present or future actual or putative Loss under the Policies incurred by any actual or putative insured, including but not limited to defense costs, settlements, judgments and any other Loss; (4) any alleged right under the Policies to recover Loss or any other benefits; and (5) any and all duties, liabilities and obligations under or related to the Policies. Case 4:16-cv-00114-AWA-DEM Document 67-2 Filed 10/25/16 Page 2 of 3 PageID# 557 SO ORDERED. Dated , 2016 Hon. Arenda L. Wright Allen United States District Judge Case 4:16-cv-00114-AWA-DEM Document 67-2 Filed 10/25/16 Page 3 of 3 PageID# 558 Case 4:16-cv-00114-AWA-DEM Document 67-3 Filed 10/25/16 Page 1 of 4 PageID# 559 Case 4:16-cv-00114-AWA-DEM Document 67-3 Filed 10/25/16 Page 2 of 4 PageID# 560 Case 4:16-cv-00114-AWA-DEM Document 67-3 Filed 10/25/16 Page 3 of 4 PageID# 561 Case 4:16-cv-00114-AWA-DEM Document 67-3 Filed 10/25/16 Page 4 of 4 PageID# 562 Mike Robinson 3353 Peachtree Street NE Suite 1000 Atlanta, GA 30326 January 4, 2013 Linda Hines Willis Group One Glenlake Parkway, Suite 1100 Atlanta, GA 30328 RE: Lumber Liquidators Holdings, Inc. SISIFNL20084512 Dear Linda: Enclosed please find an electronic copy of the above captioned policy. Please let me know if you would like the hard copies, as well. Thank you for your business, and please do not hesitate to contact me with any questions or concerns. Regards, Mike Mike Robinson Underwriting Manager – Financial Lines Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 1 of 50 PageID# 563 (CVS FL 13001 P) 1-09 1 STARR INDEMNITY AND LIABILITY COMPANY 399 Park Avenue, New York, NY 10022 • Tel. (646) 227-6377 RESOLUTE PORTFOLIOSM For Public Companies POLICY NUMBER: SISIFNL20084512 RENEWAL OF: SISIFNL20084511 NOTICE (Applicable to All Coverage Sections Other Than the Crime and Fidelity Coverage Section): EXCEPT TO SUCH EXTENT AS MAY OTHERWISE BE PROVIDED HEREIN, THE COVERAGE OF THIS POLICY IS GENERALLY LIMITED TO LIABILITY FOR ONLY THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD AND REPORTED IN WRITING TO THE INSURER PURSUANT TO THE TERMS HEREIN. NOTICE (Applicable to All Coverage Sections Other Than the Crime and Fidelity Coverage Section): THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS SHALL BE REDUCED BY AMOUNTS INCURRED FOR DEFENSE COSTS. AMOUNTS INCURRED FOR DEFENSE COSTS SHALL BE APPLIED AGAINST THE RETENTION AMOUNT. NOTICE (Applicable to All Coverage Sections Other Than the Crime and Fidelity Coverage Section): THE INSURER HAS NO DUTY TO DEFEND ANY CLAIM UNDER THIS POLICY EXCEPT WITH RESPECT TO ANY CLAIM FOR WHICH THE POLICY SPECIFICALLY STATES THAT DUTY TO DEFEND COVERAGE IS PROVIDED. NOTICE (Applicable to All Coverage Sections): PLEASE READ THIS POLICY CAREFULLY AND DISCUSS THE COVERAGE HEREUNDER WITH YOUR INSURANCE AGENT OR BROKER. DECLARATIONS ITEM 1: PARENT COMPANY: Lumber Liquidators Holdings, Inc. ADDRESS: 3000 John Deere Road Toano, VA 23168 ITEM 2: POLICY PERIOD: From: December 9, 2012 To: December 9, 2013 (12:01 a.m. Standard Time at the address stated in Item 1) ITEM 3: COVERAGE SECTIONS This policy provides coverage only for the following Coverage Sections if purchased by the Insured and indicated by an X. Directors & Officers Liability Coverage Section Yes X____ No ____ Derivative Demand Coverage Yes X____ No ____ Employment Practices Liability Coverage Section Yes ____ No X____ Third-Party Liability Coverage Yes ____ No X____ Fiduciary Liability Coverage Section Yes ____ No X____ Voluntary Compliance Program Coverage Yes ____ No X____ HIPAA Claim Coverage Yes ____ No X____ Crime and Fidelity Coverage Section Yes ____ No X____ Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 2 of 50 PageID# 564 DECLARATIONS (continued) POLICY NO.: SISIFNL20084512 (CVS FL 13001 P) 1-09 2 ITEM 4: LIMITS OF LIABILITY The Limits of Liability of this policy apply solely to the Coverage Section(s) for which a corresponding limit of liability amount is set forth below. A. AGGREGATE LIMIT OF LIABILITY FOR EACH SEPARATE COVERAGE SECTION OTHER THAN THE CRIME AND FIDELITY COVERAGE SECTION (i) Separate Coverage Section: Directors & Officers Liability $10,000,000 Sublimit of Liability for Derivative Demand Coverage $250,000 (ii) Separate Coverage Section: Employment Practices Liability N/A Sublimit of Liability for Third-Party Liability Coverage N/A (iii) Separate Coverage Section: Fiduciary Liability N/A Sublimit of Liability for Voluntary Compliance Program Coverage N/A Sublimit of Liability for HIPAA Claim Coverage N/A Each Sublimit of Liability set forth in Item 4 A. above is part of, and not in addition to, the Limit of Liability for the corresponding Separate Coverage Section. B. AGGREGATE LIMIT OF LIABILITY FOR EACH COMBINED COVERAGE SECTION OTHER THAN THE CRIME AND FIDELITY COVERAGE SECTION (i) Combined Coverage Section: Directors & Officers Liability / Employment Practices Liability / Fiduciary Liability N/A Sublimit of Liability for Derivative Demand Coverage N/A Sublimit of Liability for Third-Party Liability Coverage N/A Sublimit of Liability for Voluntary Compliance Program Coverage N/A Sublimit of Liability for HIPAA Claim Coverage N/A (ii) Combined Coverage Section: Directors & Officers Liability / Employment Practices Liability N/A Sublimit of Liability for Derivative Demand Coverage N/A Sublimit of Liability for Third-Party Liability Coverage N/A (iii) Combined Coverage Section: Directors & Officers Liability / Fiduciary Liability N/A Sublimit of Liability for Derivative Demand Coverage N/A Sublimit of Liability for Voluntary Compliance Program Coverage N/A Sublimit of Liability for HIPAA Claim Coverage N/A Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 3 of 50 PageID# 565 DECLARATIONS (continued) POLICY NO.: SISIFNL20084512 (CVS FL 13001 P) 1-09 3 (iv) Combined Coverage Section: Employment Practices Liability / Fiduciary Liability N/A Sublimit of Liability for Third-Party Liability Coverage N/A Sublimit of Liability for Voluntary Compliance Program Coverage N/A Sublimit of Liability for HIPAA Claim Coverage N/A Each Sublimit of Liability set forth in Item 4 B. above is part of, and not in addition to, the Limit of Liability for the corresponding Combined Coverage Section. The Limits of Liability set forth in Item 4 A. and B. above are the maximum limits of liability for all Loss including Defense Costs, under the applicable Coverage Section(s). C. AGGREGATE POLICY LIMIT OF LIABILITY $10,000,000 The above Limit of Liability set forth in Item 4 C. above is the maximum limit of liability for all Loss, including Defense Costs, for all Coverage Sections purchased other than the Crime and Fidelity Coverage Section. D. PER OCCURRENCE LIMIT OF LIABILITY - CRIME AND FIDELITY COVERAGE SECTION The Limits of Liability of this policy apply solely to the Crime and Fidelity Coverage Section(s) for which a corresponding limit of liability amount is set forth below. Crime and Fidelity Coverage Section: (i) Insuring Agreement A, Employee Theft N/A (ii) Insuring Agreement B, Forgery or Alteration N/A (iii) Insuring Agreement C, Inside the Premises – Loss of Money and Securities N/A (iv) Insuring Agreement D, Inside the Premises - Robbery or Safe Burglary of Other Property N/A (v) Insuring Agreement E, Outside the Premises N/A (vi) Insuring Agreement F, Computer Fraud N/A (vii) Insuring Agreement G, Funds Transfer N/A (viii) Insuring Agreement H, Money Orders and Counterfeit Money N/A (ix) Insuring Agreement I, Credit, Debit, Charge Card Forgery N/A (x) Insuring Agreement J, Clients’ Property N/A (xi) Insuring Agreement K, Investigative Expense Incurred to Establish Amount of Covered Loss N/A Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 4 of 50 PageID# 566 DECLARATIONS (continued) POLICY NO.: SISIFNL20084512 (CVS FL 13001 P) 1-09 4 ITEM 5: RETENTION OR DEDUCTIBLE AMOUNTS RETENTION AMOUNTS A. Directors & Officers Liability Coverage Section: (i) Insuring Agreement A. $0 (ii) Insuring Agreement B. and C. All Claims, except Securities Claims $150,000 Securities Claims $250,000 (iii) Insuring Agreement D. $0 B. Employment Practices Liability Coverage Section: (i) Insuring Agreement A. - Employment Practices Liability Coverage N/A (ii) Insuring Agreement B. - Third-Party Liability Coverage N/A C. Fiduciary Liability Coverage Section: (i) Insuring Agreement A. - Fiduciary Liability Coverage All Claims, except HIPAA Claims HIPAA Claims N/A N/A (ii) Insuring Agreement B. - Voluntary Compliance Program Coverage N/A DEDUCTIBLE AMOUNTS D. Crime and Fidelity Coverage Section: (i) Insuring Agreement A, Employee Theft N/A (ii) Insuring Agreement B, Forgery or Alteration N/A (iii) Insuring Agreement C, Inside the Premises – Loss of Money and Securities N/A (iv) Insuring Agreement D, Inside the Premises - Robbery or Safe Burglary of Other Property N/A (v) Insuring Agreement E, Outside the Premises N/A (vi) Insuring Agreement F, Computer Fraud N/A (vii) Insuring Agreement G, Funds Transfer N/A (viii) Insuring Agreement H, Money Orders and Counterfeit Money N/A (ix) Insuring Agreement I, Credit, Debit, Charge Card Forgery N/A (x) Insuring Agreement J, Clients’ Property N/A (xi) Insuring Agreement K, Investigative Expense Incurred to Establish Amount of Covered Loss N/A ITEM 6: PENDING OR PRIOR DATE A. Directors & Officers Liability Coverage Section: (i) Insuring Agreement A. June 1, 2006 (ii) Insuring Agreement B. and C. June 1, 2006 B. Employment Practices Liability Coverage Section: (i) Insuring Agreement A - Employment Practices Liability Coverage N/A (ii) Insuring Agreement B. – Third-Party Liability Coverage N/A C. Fiduciary Liability Coverage Section: (i) Fiduciary Liability Coverage N/A D. Crime and Fidelity Coverage Section: Not Applicable Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 5 of 50 PageID# 567 DECLARATIONS (continued) POLICY NO.: SISIFNL20084512 (CVS FL 13001 P) 1-09 5 ITEM 7: PREMIUM A. Directors & Officers Liability Coverage Section: $109,650 B. Employment Practices Liability Coverage Section: N/A C. Fiduciary Liability Coverage Section: N/A D. Crime and Fidelity Coverage Section: N/A E. Total Policy Premium: $109,650 ITEM 8: DISCOVERY PERIOD (APPLICABLE TO ALL COVERAGE SECTIONS OTHER THAN CRIME AND FIDELITY) A. One Year: 100% of the applicable premium B. Two to Six Years: Premium to be determined ITEM 9: ADDRESS OF INSURER AND ITS AUTHORIZED CLAIMS AGENT FOR NOTICES UNDER THIS POLICY A. Claims-Related Notices LVL CLAIMS SERVICES, LLC 30 BROAD STREET 28TH FLOOR NEW YORK, NEW YORK 10004 e-mail: notice@lvlclaims.com B. All Other Notices To The Insurer: STARR INDEMNITY AND LIABILITY COMPANY ATTN: FINANCIAL LINES DEPARTMENT 399 PARK AVE. 8TH FLOOR NEW YORK, NY 10022 In Witness Whereof, the Insurer has caused this policy to be executed and attested. This policy shall not be valid unless countersigned by a duly authorized representative of the Insurer. Authorized Representative Charles H. Dangelo, President Nehemiah E. Ginsburg, General Counsel Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 6 of 50 PageID# 568 1 CVS FL 13002 P 1/09 STARR INDEMNITY AND LIABILITY COMPANY ___________________________________________________________________________ RESOLUTE PORTFOLIOSM For Public Companies General Terms & Conditions Section In consideration of the payment of the premium and in reliance upon the Application, as applicable to each Coverage Section, which shall be deemed to be attached to, incorporated into, and made a part of this policy, and subject to this General Terms & Conditions Section and any applicable Coverage Section(s), if purchased by the Insured as indicated in Item 3 of the Declarations, STARR INDEMNITY AND LIABILITY COMPANY (the “Insurer”) and the Parent Company, on behalf of all Insureds, agree as follows: 1. TERMS & CONDITIONS The terms and conditions set forth in this General Terms & Conditions Section shall apply to all applicable Coverage Sections of this policy. The terms appearing in this General Terms & Conditions Section, which are defined in a Coverage Section, shall have the meaning provided for such terms in such Coverage Section for purposes of coverage under such Coverage Section. All defined terms used in this Policy, whether defined in Clause 2, below, or in a Coverage Section, appear in this Policy in boldface and initial-capitalized. The terms and conditions of each Coverage Section apply only to that particular Coverage Section. If any term or condition in this General Terms & Conditions Section is inconsistent or in conflict with the terms and conditions of any Coverage Section, the terms and conditions of such Coverage Section shall control. 2. GENERAL DEFINITIONS (a) “Application” means all signed applications, including any attachments and other materials provided therewith or incorporated therein, submitted in connection with the underwriting of this policy or for any other policy of which this policy is a renewal, replacement or which it succeeds in time. Application shall also include, and incorporate, all publicly available documents and any documents filed by the Company with any federal, state, or local or foreign regulatory agency, including but not limited to the U.S. Securities and Exchange Commission (“SEC”), during the twenty-four (24) months prior to the inception of the Policy Period. (b) “Cleanup Costs” means expenses (including but not limited to legal and professional fees) incurred in testing for, monitoring, cleaning up, removing, containing, treating, neutralizing, detoxifying or assessing the effects of Pollutants. (c) “Company” means: (1) the Parent Company; (2) any Subsidiary of the Parent Company; and (3) the Parent Company or any Subsidiary as a debtor, a debtor-in-possession or equivalent status; provided, however, that this Definition (c) (3) shall not apply to the Fiduciary Liability Coverage Section. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 7 of 50 PageID# 569 2 CVS FL 13002 P 1/09 (d) “Defense Costs” means: (1) reasonable and necessary fees, costs, charges or expenses resulting from the investigation, defense or appeal of a Claim; (2) premium for an appeal, attachment or similar bond, but without any obligation to apply for and obtain such bond; (3) reasonable and necessary fees, costs, charges or expenses incurred in response to any extradition or similar proceeding brought against an Insured in connection with a Claim; and (4) any fees, costs, charges or expenses incurred by the Insured at the specific request of the Insurer to assist the Insurer in the investigation, defense or appeal of a Claim. “Defense Costs” does not include: (i) amounts incurred prior to the date a Claim is first made and reported to the Insurer, pursuant to the terms of the applicable Coverage Section; and (ii) compensation or benefits of any Insured Person or any overhead expenses of the Company. (e) “Financial Impairment” means the Company becoming a debtor-in-possession, or the appointment of a receiver, conservator, liquidator, trustee, rehabilitator or similar official to control, supervise, manage or liquidate the Company. (f) “Management Control” means: (1) owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of: the board of directors of a corporation; the management committee members of a joint venture; or the Members of the management board of a limited liability company; or (2) having the right, pursuant to written contract or the by-laws, charter, operating agreement or similar documents of a Company, to elect, appoint or designate a majority of: the board of directors of a corporation; the management committee of a joint venture; or the management board of a limited liability company. (g) “Manager” means a person serving in a directorial capacity for a limited liability company. (h) “Member” means an owner of a limited liability company represented by its membership interest, who also may serve as a Manager. (i) “Parent Company” means the entity named in Item 1 of the Declarations. (j) “Policy Period” means the period from the inception date shown in Item 2 of the Declarations to the earlier of the expiration date shown in Item 2 of the Declarations or the effective date of cancellation of this policy. If one or more Coverage Sections have different inception, expiration or cancellation dates from those shown in Item 2 of the Declarations, the Policy Period for those Coverage Sections shall be set forth in an endorsement to this Policy. (k) “Pollutants” means any substance located anywhere in the world exhibiting any hazardous characteristics as defined by, or identified on, any list of hazardous substances issued by the United States Environmental Protection Agency or any foreign, state, county, municipality, or locality counterpart thereof. Such substances shall include, without limitation, nuclear material or waste, any solid, liquid, gaseous or thermal irritant or contaminant, or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials. Pollutants shall also mean any other air emission, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products and any noise. (l) “Pollution” means the actual, alleged or threatened discharge, dispersal, release, escape, seepage, transportation, emission, treatment, removal or disposal of Pollutants into or on real or personal property, water or the atmosphere. Pollution also means any Cleanup Costs. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 8 of 50 PageID# 570 3 CVS FL 13002 P 1/09 3. LIMITS OF LIABILITY The Aggregate Limit of Liability For Each Separate Coverage Section, as set forth in Item 4 A. of the Declarations, is the maximum limit of liability of the Insurer for all Loss, including Defense Costs, from all Claims first made during the Policy Period (or Discovery Period, if applicable) and reported to the Insurer in accordance with the terms of this policy, for each applicable Separate Coverage Section. The Aggregate Limit of Liability For Each Combined Coverage Section, as set forth in Item 4 B. of the Declarations, is the maximum limit of liability of the Insurer for all Loss, including Defense Costs, from all Claims first made during the Policy Period (or Discovery Period, if applicable) and reported to the Insurer in accordance with the terms of this policy, for all of the Coverage Sections that comprise the applicable Combined Coverage Section. Any Loss paid under one of the Coverage Sections that comprises a Combined Coverage Section will reduce, and may exhaust, the limit of liability available under the other Coverage Section(s) that comprise(s) such Combined Coverage Section. Any Sublimit(s) of Liability, whether set forth in Item 4 of the Declarations or as otherwise provided under the terms of this policy, shall be part of, and not in addition to, the applicable Aggregate Limit of Liability set forth in Item 4 A. or 4 B. of the Declarations. Each Sublimit of Liability is the maximum limit of liability of the Insurer for all Loss, including Defense Costs, from all Claims first made during the Policy Period (or Discovery Period, if applicable) and reported to the Insurer in accordance with the terms of this policy, to which the Sublimit(s) of Liability applies. The Aggregate Policy Limit of Liability, as set forth in Item 4 C. of the Declarations, is the maximum limit of liability of the Insurer for all Loss, including Defense Costs, from all Claims first made during the Policy Period (or Discovery Period, if applicable) and reported to the Insurer in accordance with the terms of this policy, for all Coverage Section(s) combined. If any Aggregate Limit of Liability as set forth in Item 4 A. or 4 B. of the Declarations is exhausted by the payment of Loss, all obligations of the Insurer under this policy as respects the applicable Coverage Section(s) will be completely fulfilled and the Insurer will have no further obligations under this policy of any kind as respects the applicable Coverage Section(s) and the premium as respects the applicable Coverage Section(s) as set forth in Item 7 of the Declarations will be fully earned. Any payment of Loss under any Aggregate Limit of Liability as set forth in Item 4 A. or 4 B. of the Declarations shall reduce and may exhaust the Aggregate Policy Limit of Liability as set forth in Item 4 C. of the Declarations. If the Aggregate Policy Limit of Liability is exhausted by the payment of such Loss, the Insurer will have no further obligations of any kind as respects this policy and the applicable premium set forth in Item 7 of the Declarations will be fully earned. Defense Costs are part of, and not in addition to, the Aggregate Limit of Liability as set forth in Item 4 of the Declarations for each applicable Coverage Section and payment by the Insurer of Defense Costs shall reduce and may exhaust such Aggregate Limit(s) of Liability. Defense Costs are subject to the Aggregate Policy Limit of Liability set forth in Item 4 C. of the Declarations. If a Discovery Period is purchased by the Insured pursuant to Clause 8 of this General Terms & Conditions Section, the Limit of Liability for the Discovery Period shall be part of, and not in addition to, the applicable Limits of Liability as set forth in Item 4 of the Declarations. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 9 of 50 PageID# 571 4 CVS FL 13002 P 1/09 4. RETENTION CLAUSE Subject to all other terms and conditions of this policy, the Insurer shall only be liable for the amount of Loss arising from a Claim which is in excess of the applicable Retention amount as set forth in Item 5 of the Declarations for each Insuring Agreement of the applicable Coverage Section(s). A single Retention amount shall apply to all Loss alleging the same or related Wrongful Acts. The Retention amount shall be borne by the Insureds and remain uninsured. The application of a Retention to Loss under one Insuring Agreement shall not reduce the Retention that applies to Loss under any other Insuring Agreement. If different Retention amounts apply to different parts of a single Loss, the applicable Retention shall be applied separately to each part of the Loss and the sum of such Retention amounts shall not exceed the largest of the applicable Retention amounts as set forth in Item 5 of the Declarations. If the Company is required or permitted to indemnify an Insured Person for any Loss pursuant to law, contract or the charter, bylaws, operating agreement or similar documents of a Company and does not do so for any reason, the Insurer shall not require payment of the applicable Retention by the Insured Person. However, the Company hereby agrees to reimburse the Insurer for the full amount of such applicable Retention, unless the Company is unable to do so because of Financial Impairment. Provided, however, this Clause No. 4, shall not apply to the Crime and Fidelity Coverage Section. 5. NOTICE OF CLAIM The Insured(s) shall, as a condition precedent to the obligations of the Insurer under this policy, give written notice of a Claim made against an Insured or an Occurrence, as applicable under the appropriate Coverage Section, to the Insurer at the address set forth in Item 9 of the Declarations. If mailed, the date of mailing shall constitute the date that such notice was given and proof of mailing shall be sufficient proof of notice. With respect to the Directors & Officers Liability Coverage Section, the Insured(s) shall, as a condition precedent to the obligations of the Insurer under this policy, give written notice to the Insurer pursuant to this Clause 5, of a Claim made against an Insured as soon as practicable after the Company's general counsel or risk manager (or individuals with equivalent responsibilities) becomes aware of the Claim; however, in no event shall such notice be provided later than sixty (60) days after the expiration of the Policy Period (or Discovery Period, if applicable). With respect to the Employment Practices Liability Coverage Section and the Fiduciary Liability Coverage Section, the Insured(s) shall, as a condition precedent to the obligations of the Insurer under this policy, give written notice to the Insurer pursuant to this Clause 5, of a Claim made against an Insured as soon as practicable after any Insured Person becomes aware of the Claim; however, in no event shall such notice be provided later than thirty (30) days after the expiration of the Policy Period (or Discovery Period, if applicable). With respect to all Coverage Sections, except the Crime and Fidelity Coverage Section, if written notice of a Claim has been given to the Insurer pursuant to this Clause 5, then a Claim which is subsequently made against an Insured and reported to the Insurer pursuant to this Clause 5, alleging, arising out of, based upon or attributable to the facts alleged in the previously noticed Claim, or alleging the same or related Wrongful Act alleged in the previously noticed Claim, shall be considered related to the previously noticed Claim and shall be deemed to have been made at the time notice of the previously noticed Claim was provided to the Insurer. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 10 of 50 PageID# 572 5 CVS FL 13002 P 1/09 With respect to all Coverage Sections, except the Crime and Fidelity Coverage Section, if during the Policy Period (or Discovery Period, if applicable) an Insured becomes aware of any circumstances which may reasonably be expected to give rise to a Claim being made against an Insured, the Insured may provide written notice to the Insurer’s authorized agent of such circumstances. This written notice shall include the Wrongful Act allegations anticipated and the reasons for anticipating a Claim, with full particulars as to dates, persons and entities involved. If a Claim is subsequently made against such Insured and reported to the Insurer arising out of, based upon or attributable to the previously noticed circumstances, such Claim shall be considered first made at the time notice of such circumstances was provided to the Insurer. 6. DEFENSE OF CLAIM AND SETTLEMENT A Defense of Claim and Settlement Clause, if applicable as respects any Coverage Section, is set forth in such Coverage Section. 7. ALLOCATION In the event the Insured(s) incurs Loss that is both covered and not covered by this policy, either because the Claim includes both covered and uncovered matters or because the Claim includes both insured and uninsured parties, the Insured and the Insurer agree to use their best efforts to determine a fair and appropriate allocation between covered and uncovered Loss. All Loss incurred by the Insured from such Claim will be allocated by the Insurer between covered Loss and uncovered loss based upon the relative legal and financial exposures of the parties to such matters. In the event of a settlement of such Claim, the allocation shall also be based upon the relative benefits to the Insureds from such a settlement. If an allocation of Loss cannot be agreed to by the Insurer and the Insured: (1) the Insurer shall pay those amounts which it believes to be fair and equitable until an amount shall be agreed upon or determined pursuant to the provisions of this policy; and (2) there will be no presumption of allocation of Loss in any arbitration, suit or other proceeding. 8. DISCOVERY CLAUSE With respect to all Coverage Sections, except the Crime and Fidelity Coverage Section, if the Company or the Insurer refuses to renew one or more Coverage Sections of this policy, or if this policy is terminated by the Insurer for any reason (except for non-payment of premium), or if an Organizational Change as defined in Clause 13 occurs, the Insured(s) shall have the right to purchase a Discovery Period of up to six years following the effective date of such non-renewal, termination or Organizational Change. In the event of the non-renewal of one or more Coverage Sections of this policy, the Insured may purchase a Discovery Period solely as respects the Coverage Section(s) that has been non-renewed. The Insured’s right to purchase a Discovery Period shall lapse unless written notice of election to purchase such Discovery Period and the additional premium for such Discovery Period is received by the Insurer or its authorized agent within sixty days after such non-renewal, termination or Organizational Change. The additional premium for a Discovery Period of one year is set forth in Item 8 of the Declarations and shall be determined by multiplying the applicable percentage set forth in Item 8 of the Declarations by the premium for each applicable Coverage Section(s) as set forth in Item 7 of the Declarations. The additional premium for a Discovery Period of more than one year shall be determined by the Insurer. During such Discovery Period, the Insured may provide the Insurer with written notice, pursuant to Clause 5 of this policy, of Claims made against an Insured solely with respect to Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 11 of 50 PageID# 573 6 CVS FL 13002 P 1/09 Wrongful Acts occurring prior to the effective date of the non-renewal or termination of the policy or the effective date of the Organizational Change and otherwise covered by this policy. The Limit of Liability for the Discovery Period shall be part of, and not in addition to, the applicable Limits of Liability set forth in Item 4 of the Declarations. The Discovery Period premium shall be fully earned at the inception of the Discovery Period. The Discovery Period is non-cancellable. 9. OTHER INSURANCE The insurance provided by this policy shall apply only as excess over any other valid and collectible insurance whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written specifically as excess insurance over the applicable Limit of Liability provided by this policy. This policy shall specifically be excess of any other valid and collectible insurance pursuant to which any other insurer has a duty to defend a Claim for which this policy may be obligated to pay Loss. This policy shall not be subject to the terms and conditions of any other insurance policy. In connection with any covered Claim made against an Outside Entity Insured Person, a leased employee, or an Independent Contractor, and subject to all other terms and conditions herein, this policy shall apply specifically excess of any indemnification and any other insurance coverage available to an Outside Entity Insured Person, a leased employee or an Independent Contractor. In the event such other insurance coverage available to an Outside Entity Insured Person, a leased employee or an Independent Contractor is provided by the Insurer (or would be provided except for the application of any retention, exhaustion of a limit of liability or failure to submit notice of a claim) then the Insurer’s maximum aggregate limit of liability for all Loss combined in connection with a Claim covered, in whole or in part, by this policy and such other insurance policy, shall be the greater of (1) the Limit of Liability of the applicable Coverage Section(s) of this policy; or (2) the limit of liability of such other insurance policy. 10. REPRESENTATIONS AND SEVERABILITY It is agreed that the Insurer has relied upon the information contained in the Application, as applicable to each Coverage Section, in issuing this policy. In regard to the statements, warranties, representations and information contained in the Application, no knowledge of any Insured shall be imputed to any other Insured for the purpose of determining whether coverage is available under this policy for any Claim made against such Insured. However, the knowledge possessed by any Insured Person who is a past or current chairman of the board, chief executive officer, president or chief financial officer of the Company shall be imputed to the Company. 11. COVERAGE EXTENSIONS This policy shall cover Loss arising from any Claims made against the estates, heirs, or legal representatives of any deceased person who was an Insured Person at the time the Wrongful Acts upon which such Claims are based were committed; provided, however, that this extension shall not afford coverage for any Claim for any actual or alleged Wrongful Act by or on the part of any such estates, heirs, or legal representatives, but shall apply only to Claims arising out of any actual or alleged Wrongful Acts of an Insured Person. This policy shall also cover Loss arising from any Claims made against the legal representatives of any incompetent, insolvent or bankrupt person who was an Insured Person at the time the Wrongful Acts upon which such Claims are based were committed; provided, however, that this Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 12 of 50 PageID# 574 7 CVS FL 13002 P 1/09 extension shall not afford coverage for any Claim for any actual or alleged Wrongful Act by or on the part of any such legal representatives, but shall apply only to Claims arising out of any actual or alleged Wrongful Acts of an Insured Person. This policy shall also cover Loss arising from any Claims made against the lawful spouse or domestic partner (whether such status is derived by reason of statutory law, common law or otherwise of any applicable jurisdiction in the world or any formal program established by the Company) of an Insured Person for all Claims arising solely out of his or her status as the spouse or domestic partner of an Insured Person, including a Claim that seeks damages recoverable from marital community property, property jointly held by the Insured Person and the spouse or domestic partner, or property transferred from the Insured Person to the spouse or domestic partner; provided, however, that this extension shall not afford coverage for any Claim for any actual or alleged Wrongful Act by or on the part of the spouse or domestic partner, but shall apply only to Claims arising out of any actual or alleged Wrongful Acts of an Insured Person. The coverage extensions set forth in this Clause 11 are subject to all other terms and conditions of this policy. 12. CANCELLATION AND NON RENEWAL CLAUSE This policy, or any applicable Coverage Section(s), may be cancelled by the Parent Company by sending written prior notice to the Insurer or its authorized agent as set forth in Item 9 of the Declarations stating when thereafter the cancellation of the policy, or the applicable Coverage Section(s), shall be effective. The policy, or the applicable Coverage Section(s), terminates at the date and hour specified in such notice. This policy may also be cancelled by the Parent Company by surrender of this policy to the Insurer or its authorized agent as set forth in Item 9 of the Declarations. The policy terminates as of the date and time of surrender. The Insurer shall retain the customary short rate proportion of the premium, unless stated otherwise herein. This policy, or any applicable Coverage Section(s), shall not be cancelled by or on behalf of the Insurer except by reason of non-payment of the premium set forth in Item 7 of the Declarations. The Insurer may cancel the policy by delivering to the Parent Company or by mailing to the Parent Company, by registered mail, or by courier at the Parent Company's address set forth in the Declarations, written notice stating when, not less than twenty (20) days thereafter, the cancellation shall be effective. The mailing of such notice as aforesaid shall be sufficient proof of notice. In the event of such cancellation, the policy will be deemed terminated as of the date indicated in the Insurer’s written notice of cancellation to the Parent Company. Payment or tender of any unearned premium by the Insurer shall not be a condition precedent to the effectiveness of cancellation, but such payment shall be made as soon as practicable. If the period of limitation relating to the giving of notice is prohibited or made void by any law controlling the construction thereof, such period shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. The Insurer shall have no obligation to renew this policy or any applicable Coverage Section. In the event the Insurer decides to non-renew this policy or any applicable Coverage Section(s), it shall deliver or mail to the Parent Company, as identified in Item 1 of the Declarations, written notice of such decision at least sixty (60) days prior to the expiration of the Policy Period. 13. ORGANIZATIONAL CHANGES If during the Policy Period: Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 13 of 50 PageID# 575 8 CVS FL 13002 P 1/09 (1) the Parent Company shall consolidate with, merge into, or sell all or substantially all of its assets to any other person or entity or group of persons or entities acting in concert; or (2) any person or entity or group of persons or entities acting in concert shall acquire more than 50% of the Parent Company, (any events described in (1) or (2) are referred to herein as an “Organizational Change”) then this policy shall continue in full force and effect as to Wrongful Acts occurring prior to the effective time of an Organizational Change. However, there shall be no coverage afforded by this policy for any actual or alleged Wrongful Act occurring after the effective time of the Organizational Change. This policy shall be non-cancellable and the entire premium shall be deemed fully earned upon the effective time of the Organizational Change. The Insured(s) shall also have the right to purchase a Discovery Period described in Clause 8 in the event of an Organizational Change. The Parent Company shall give the Insurer written notice of the Organizational Change as soon as practicable, but no later than thirty days after the effective date of the Organizational Change. 14. AUTHORIZATION AND NOTICES The Parent Company shall act on behalf of all Insureds with respect to all matters as respects this policy including: (1) giving of notice of Claim; (2) giving and receiving of all correspondence and information; (3) giving and receiving notice of cancellation; (4) payment of premiums; (5) receiving of any return premiums; (6) receiving and accepting of any endorsements issued to form a part of this policy; and (7) the exercising of any right to a Discovery Period. 15. VALUATION AND CURRENCY All amounts stated in this policy are expressed in United States dollars and all amounts payable under this policy are payable in United States dollars. If a judgment rendered or settlement entered into under this policy are stated in a currency other than United States dollars, then payment under this policy shall be made in United States dollars at the rate of exchange published in the Wall Street Journal on the date the final judgment is rendered or the settlement payment is established. 16. TERRITORY This policy extends to Wrongful Acts taking place, Occurrences, or Claims made anywhere in the world to the extent permitted by law. 17. ASSIGNMENT AND CHANGES TO THE POLICY This policy and any and all rights hereunder are not assignable without the prior written consent of the Insurer. Notice to any agent or knowledge possessed by any agent or person acting on behalf of the Insurer, other than the Insurer’s authorized agent as identified in Item 9 of the Declarations, will not result in a waiver or change in any part of this policy or prevent the Insurer from asserting any right under the terms and conditions of this policy. The terms and conditions of this policy may only be waived or changed by written endorsement signed by the Insurer or its authorized agent. 18. BANKRUPTCY Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 14 of 50 PageID# 576 9 CVS FL 13002 P 1/09 Bankruptcy or insolvency of any Insured shall not relieve the Insurer of any of its obligations hereunder. It is understood and agreed that the coverage provided under this policy is intended to protect and benefit the Insured Persons. Further, if a liquidation or reorganization proceeding involving the Company is commenced (whether voluntarily or involuntarily) under Title 11 of the United States Code (as amended), or any similar state, local or foreign law (collectively “Bankruptcy Law”) then, in regard to a covered Claim under this policy, the Insureds shall: a. waive and release any automatic stay or injunction to the extent it may apply in such proceeding to the policy or its proceeds under such Bankruptcy Law; and b. agree not to oppose or object to any efforts by the Company, the Insurer or any Insured Person to obtain relief from any such stay or injunction. In the event the Company becomes a debtor-in-possession or equivalent status under such Bankruptcy Law, and the total covered Loss under this policy exceeds the available applicable Limit of Liability, the Insurer shall: a. first pay the Loss allocable to Wrongful Acts that are actually or allegedly caused, committed, or attempted prior to the Company becoming a debtor-in-possession or some equivalent status, then b. pay any remaining Loss allocable to Wrongful Acts that are actually or allegedly caused, committed, or attempted after the Company became a debtor-in-possession or some equivalent status. 19. SUBROGATION In addition to any right of subrogation existing at law, in equity or otherwise, and in the event of any payment by the Insurer under this policy, the Insurer shall be subrogated to the extent of such payment to all of the Insured(s)’ rights of recovery. The Insured(s) shall execute all papers required (including those documents necessary for the Insurer to bring suit or other form of proceeding in their name) and do everything that may be necessary to pursue and secure such rights. 20. DISPUTE RESOLUTION PROCESS In the event of any disputes or differences which may arise under or in connection with this policy, whether arising before or after termination of this policy, including any determination of the amount of Loss, the Insurer and the Insured agree to participate in a non-binding mediation process to resolve such disputes or differences. Either party shall have the right to commence a judicial proceeding or, if the parties agree, a binding arbitration proceeding to resolve such disputes or differences. However, such judicial or arbitration proceeding shall not be commenced until at least ninety (90) days after the date the non-binding mediation shall be deemed concluded or terminated. Any binding arbitration proceeding commenced pursuant to this Clause 20 shall be submitted to the American Arbitration Association under or in accordance with its then-prevailing Commercial Arbitration Rules, in which the arbitration panel shall be composed of three disinterested individuals. In either mediation or arbitration, the mediator(s) or arbitrators shall have knowledge of the legal, corporate management, or insurance issues relevant to the matters in dispute. Each party shall share equally the expenses of the non-binding mediation or binding arbitration. 21. ACTION AGAINST THE INSURER Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 15 of 50 PageID# 577 10 CVS FL 13002 P 1/09 Except as provided in Clause 20 above, no action may be taken against the Insurer unless, as a condition precedent thereto, there shall have been full compliance with all material terms of this policy and the amount of the Insured’s obligation has been fully determined either by judgment against the Insured after actual trial, or by written agreement of the Insured, the claimant(s) and the Insurer. No person or entity shall have any right under this policy to join the Insurer as a party to any action against any Insured to determine such Insured's liability nor shall the Insurer be impleaded by such Insured or legal representatives of such Insured. 22. CONFORMITY TO STATUTE Any terms of this policy which are in conflict with the terms of any applicable laws construing this policy, including any endorsement to this policy which is required by any state Department of Insurance, or equivalent authority (“State Amendatory Endorsement”), are hereby amended to conform to such laws. Nothing herein shall be construed to restrict the terms of any State Amendatory Endorsement. In the event any portion of this policy shall be declared or deemed invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of any other portion of this policy. 23. HEADINGS The descriptions in the headings and any subheading of this policy (including any titles given to any endorsement attached hereto) are inserted solely for convenience and do not constitute any part of this policy’s terms or conditions. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 16 of 50 PageID# 578 1 CVS FL 13003 P 1-09 STARR INDEMNITY AND LIABILITY COMPANY ___________________________________________________________________________ RESOLUTE PORTFOLIOSM For Public Companies Directors & Officers Liability Coverage Section In consideration of the payment of the premium and in reliance upon the Application, which shall be deemed to be attached to, incorporated into, and made a part of this policy, and subject to the General Terms & Conditions Section and this Coverage Section, if purchased by the Insured as indicated in Item 3 of the Declarations, STARR INDEMNITY AND LIABILITY COMPANY (the “Insurer”) and the Parent Company, on behalf of all Insureds, agree as follows: 1. INSURING AGREEMENTS A. The Insurer shall pay the Loss of an Insured Person arising from a Claim first made during the Policy Period (or Discovery Period, if applicable) against such Insured Person for any Wrongful Act, and reported to the Insurer in accordance with the terms of this policy, except if the Company has indemnified the Insured Person for such Loss. B. The Insurer shall pay the Loss of the Company arising from a Claim first made during the Policy Period (or Discovery Period, if applicable) against any Insured Person for any Wrongful Act, and reported to the Insurer in accordance with the terms of this policy, if the Company has indemnified the Insured Person for such Loss. C. The Insurer shall pay the Loss of the Company arising from a Securities Claim first made during the Policy Period (or Discovery Period, if applicable) against the Company for any Wrongful Act, and reported to the Insurer in accordance with the terms of this policy. D. The Insurer shall pay the Derivative Costs incurred by the Company in response to a Derivative Demand first made during the Policy Period (or Discovery Period, if applicable) for any Wrongful Act of any Executive, and reported to the Insurer in accordance with the terms of this policy. This Insuring Agreement D. is subject to the Sublimit of Liability set forth in Item 4 of the Declarations which is the Insurer’s maximum limit of liability under this Insuring Agreement D. for all Derivative Costs arising from all Derivative Demands. The Sublimit of Liability for Derivative Costs shall be part of, and not in addition to, the Limit of Liability applicable to this Coverage Section. This Insuring Agreement D. shall not provide coverage for any civil proceeding that is based upon or arises from a Derivative Demand. 2. DEFINITIONS (a) “Claim” means any: (1) written demand for monetary, non-monetary or injunctive relief made against an Insured; (2) judicial, administrative or regulatory proceeding, whether civil or criminal, for monetary, non-monetary or injunctive relief commenced against an Insured, including any appeal therefrom, which is commenced by: (i) service of a complaint or similar pleading; (ii) return of an indictment, information or similar document (in the case of a criminal proceeding); or Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 17 of 50 PageID# 579 2 CVS FL 13003 P 1-09 (iii) receipt or filing of a notice of charges; (3) arbitration proceeding commenced against an Insured by service of a demand for arbitration; (4) formal civil, criminal, administrative or regulatory investigation of an Insured Person, which is commenced by the filing or issuance of a notice of charges, formal investigative order or similar document identifying such Insured Person as a person against whom a proceeding identified in (2) or (3) above may be commenced; (5) written request to toll or waive the applicable statute of limitations relating to a potential Claim against an Insured for a Wrongful Act; (6) Securities Claim; or (7) Derivative Demand, solely under Insuring Agreement D. (b) “Derivative Costs” means the reasonable and necessary fees, costs, charges, or expenses incurred by the Company, its board of directors or any committee of its board of directors, solely in response to a Derivative Demand and do not include any settlements, judgments or damages, nor any compensation or benefits of any Insured Persons, or any overhead expenses of the Company. Derivative Costs shall be reimbursed by the Insurer sixty (60) days after the Company provides written notice to the Insurer of its final decision not to bring a civil proceeding against an Executive. (c) “Derivative Demand” means a written demand by one or more shareholders of the Company upon the Company’s board of directors to bring a civil proceeding on behalf of the Company against any Executive for a Wrongful Act. (d) “Employee” means any person who was, now is, or shall become a full-time, part-time, seasonal, or temporary employee of the Company, other than an Executive. (e) “Executive” means any: (1) past, present or future duly elected or appointed director, officer, trustee, governor, management committee Member or Member of the board of managers; (2) past, present or future person in a duly elected or appointed position in an entity which is organized and operated in a foreign jurisdiction that is equivalent to an executive position listed in item (1) above; or (3) past, present or future general counsel and risk manager (or equivalent position) of the Company. (f) “Insured” means the Company and any Insured Person. (g) “Insured Person(s)” means any: (1) Executive; (2) Employee (but solely with respect to a Securities Claim); or (3) Outside Entity Insured Person. (h) “Loss” means: (1) damages, settlements or judgments; Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 18 of 50 PageID# 580 3 CVS FL 13003 P 1-09 (2) pre-judgment or post-judgment interest; (3) costs or fees awarded in favor of the claimant; (4) punitive, exemplary or the multiplied portion of any multiple damages awards, but only to the extent that such damages are insurable under the applicable law most favorable to the insurability of such damages; (5) Derivative Costs, solely under Insuring Agreement D.; and (6) Defense Costs. “Loss” does not include: (i) any amounts for which the Insureds are not legally liable; (ii) any amounts which are without legal recourse to the Insureds; (iii) taxes; (iv) fines and penalties, except as provided for in Definition (h) (4) above; (v) matters which may be deemed uninsurable under applicable law; (vi) any amounts paid or incurred in complying with a judgment or settlement for non-monetary or injunctive relief, but solely as respects the Company; or (vii) any amounts that represent, or are substantially equivalent to, an increase in the price or consideration paid, or proposed to be paid, in connection with the purchase of securities or assets. (i) “Outside Entity” means: (1) any not-for-profit entity which is exempt from taxation under Section 501(c)(3), (4) or (10) of the IRS Code, as amended, or any rule or regulation promulgated thereunder; or (2) any other entity listed as such by endorsement to this policy, for which an Executive acts as a director, officer, trustee or governor (or the equivalent thereof) at the written request of the Company. Any such person shall be referred to herein as an “Outside Entity Insured Person”, but only while that person is acting in the capacity as a director, officer, trustee or governor (or the equivalent thereof) of an Outside Entity. (j) “Securities Claim” means a Claim, other than an administrative or regulatory proceeding against the Company or an investigation of the Company, made against any Insured: (1) alleging a violation of any foreign, federal, state or local regulation, rule or statute regulating securities, including, but not limited to, the purchase or sale, or offer or solicitation of an offer to purchase or sell securities which is: (i) brought by any person or entity alleging, arising out of, based upon or attributable to the purchase or sale, or offer or solicitation of an offer to purchase or sell, any securities of the Company; or (ii) brought by a security holder of the Company with respect to such security holder’s interest in securities of such Company; or (2) brought derivatively on behalf of the Company by a security holder of such Company. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 19 of 50 PageID# 581 4 CVS FL 13003 P 1-09 Notwithstanding the foregoing, Securities Claim shall include any formal administrative or regulatory proceeding against the Company, but only if and only during the time that such proceeding also constitutes a Securities Claim commenced and continuously maintained against an Insured Person. The Insurer shall not assert that a Loss incurred in a Securities Claim alleging violations of Section 11 or 12 of the Securities Act of 1933, as amended, constitutes uninsurable loss and, subject to all other terms and conditions of this policy, shall deem that portion of such Loss as constituting Loss under this policy. (k) “Subsidiary” means any for-profit entity (except a partnership) of which the Parent Company: (1) has Management Control (“Controlled Entity”) before the inception of the Policy Period, either directly or indirectly through one or more other Controlled Entities; (2) first acquires Management Control during the Policy Period, either directly or indirectly through one or more other Controlled Entities, if such entity’s assets total less than 35% of the consolidated assets of the Parent Company as of its most recently filed Form 10-Q; or (3) first acquires Management Control during the Policy Period, either directly or indirectly through one or more other Controlled Entities, if such entity’s assets total 35% or more of the consolidated assets of the Parent Company as of its most recently filed Form 10-Q, but only if the Parent Company provides the Insurer with full particulars of the new Subsidiary within ninety (90) days after its creation or acquisition and pays any additional premium with respect to such entity within thirty (30) days after being requested to do so by the Insurer; provided, however, that Subsidiary as defined in (2) and (3) above shall not mean any entity which is a financial institution, including but not limited to a bank, insurance company, insurance agent/broker, securities broker/dealer, investment advisor, mutual fund or hedge fund, unless such entity is included in the definition of Subsidiary by specific written endorsement attached to this policy. “Subsidiary” also means any not-for-profit entity which is under the exclusive control of the Company. With respect to a Claim made against any Subsidiary or any Insured Person thereof, this policy shall only apply to Wrongful Acts committed or allegedly committed after the effective time such entity becomes a Subsidiary and prior to the effective time that such entity ceases to be a Subsidiary. (l) “Wrongful Act(s)” means: (1) with respect to an Insured Person, any actual or alleged act, error, omission, neglect, breach of duty, breach of trust, misstatement, or misleading statement by an Insured Person in his or her capacity as such or any matter claimed against an Insured Person by reason of such capacity; (2) with respect to an Outside Entity Insured Person, any actual or alleged act, error, omission, neglect, breach of duty, breach of trust, misstatement, or misleading statement by a person in his or her capacity as an Outside Entity Insured Person or any matter claimed against such Outside Entity Insured Person by reason of such capacity; or Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 20 of 50 PageID# 582 5 CVS FL 13003 P 1-09 (3) with respect to the Company, any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, omission or act by the Company, but solely in connection with a Securities Claim. 3. EXCLUSIONS This policy shall not cover any Loss in connection with any Claim: (a) arising out of, based upon or attributable to the gaining of any profit or advantage or improper or illegal remuneration if a final judgment or adjudication establishes that such Insured was not legally entitled to such profit or advantage or that such remuneration was improper or illegal; (b) arising out of, based upon or attributable to any deliberate fraudulent act or any willful violation of law by an Insured if a final judgment or adjudication establishes that such act or violation occurred; (c) arising out of, based upon or attributable to the purchase or sale by an Insured of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and any amendments thereto or similar provisions of any state statutory law if a final judgment or adjudication establishes that a violation of Section 16(b) occurred; In determining the applicability of Exclusions (a), (b) and (c) the facts pertaining to, the knowledge possessed by, or any Wrongful Act committed by, any Insured shall not be imputed to any other Insured; however, the facts pertaining to, the knowledge possessed by, or any Wrongful Act committed by, an Insured Person who is a past or current chairman of the board, chief executive officer, president or chief financial officer of the Company shall be imputed to the Company. (d) alleging, arising out of, based upon or attributable to any facts or circumstances of which an Insured Person had actual knowledge or information of, as of the Pending or Prior Date set forth in Item 6 of the Declarations as respects this Coverage Section, and that he or she reasonably believed may give rise to a Claim under this policy; (e) alleging, arising out of, based upon or attributable to, as of the Pending or Prior Date set forth in Item 6 of the Declarations as respects this Coverage Section, any pending or prior: (1) litigation; or (2) administrative or regulatory proceeding or investigation of which an Insured had notice, including any Claim alleging or derived from the same or essentially the same facts, or the same or related Wrongful Act(s), as alleged in such pending or prior litigation or administrative or regulatory proceeding or investigation; (f) alleging, arising out of, based upon or attributable to the same or essentially the same facts alleged, or to the same or related Wrongful Act(s) alleged or contained in any Claim which has been reported, or in any circumstances of which notice has been given, before the inception date of this policy as set forth in Item 2 of the Declarations, under any policy, whether excess or underlying, of which this policy is a renewal or replacement or which it may succeed in time; (g) alleging, arising out of, based upon or attributable to any actual or alleged act or omission of any Insured Person serving in any capacity other than as an Executive or an Employee or an Outside Entity Insured Person; (h) alleging, arising out of, based upon, attributable to, directly or indirectly resulting from, or in consequence of, or in any way involving, Pollution; provided, however, that this Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 21 of 50 PageID# 583 6 CVS FL 13003 P 1-09 exclusion shall not apply to any Claim under Insuring Agreement A or any Securities Claim, except for Loss constituting Cleanup Costs; (i) brought by or on behalf of any Insured, other than an Employee; provided, however, that this exclusion shall not apply to: (i) any Claim brought by an Insured Person that is in the form of a cross-claim or third-party claim for contribution or indemnity which is part of, and results directly from, a Claim which is not otherwise excluded under the terms of this Coverage Section; (ii) a shareholder derivative action, but only if such action is brought and maintained without the solicitation, approval, assistance, active participation or intervention of any Insured; (iii) any Claim brought by any Executive who has not served in such capacity, nor has acted as a consultant to the Company, for at least three (3) years prior to the Claim being first made; (iv) any Claim brought against an Insured Person arising out of or based upon any protected activity specified in any “whistleblower” protection pursuant to any foreign, federal, state or local law; (v) any Claim brought by any Executive of a Company formed and operating in a foreign jurisdiction against such Company and any Insured Person thereof, provided that such Claim is brought and maintained outside the United States, Canada or any other common law country (including any territories thereof); or (vi) any Claim brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, receiver or similar official for the Company or any assignee of such trustee, examiner, receiver or similar official. (j) alleging, arising out of, based upon or attributable to any actual or alleged violation of the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, the Occupational Safety and Health Act, any rules or regulations of the foregoing promulgated thereunder, and any amendments thereto, or any similar foreign, federal, state or statutory law or common law; (k) for any Wrongful Act arising out of any Insured Person serving as a director, officer, trustee or governor of an Outside Entity if such Claim is brought by the Outside Entity or by any director, officer, trustee or governor thereof; or which is brought by any securities holder of the Outside Entity, whether directly or derivatively, unless such securities holder's Claim is instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or active participation of, or intervention of, the Outside Entity, any director, officer, trustee or governor thereof, an Executive or the Company; provided, however, that this exclusion shall not apply to: (i) any Claim brought by any director, officer, trustee or governor of an Outside Entity in the form of a cross-claim or third-party claim for contribution or indemnity which is part of, and results directly from, a Claim which is not otherwise excluded under the terms of this Coverage Section; Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 22 of 50 PageID# 584 7 CVS FL 13003 P 1-09 (ii) any Claim brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, receiver or similar official for the Outside Entity or any assignee of such trustee, examiner, receiver or similar official; (iii) any Claim brought by any director, officer, trustee or governor of an Outside Entity who has not served in such capacity, nor acted as a consultant to the Outside Entity, for at least three (3) years prior to such Claim being first made; or (iv) any Claim brought by any director, officer, trustee or governor of an Outside Entity, formed and operating in a foreign jurisdiction against any Outside Entity Insured Person of such Outside Entity, provided that such Claim is brought and maintained outside the United States, Canada or any other common law country (including any territories thereof); (l) for bodily injury, sickness, mental anguish, emotional distress, libel, slander, oral or written publication of defamatory or disparaging material, violation of any right of privacy, disease or death of any person, or damage to or destruction of any tangible property, including the loss of use thereof; provided, however, that this exclusion shall not apply to any Securities Claim; (m) alleging, arising out of, based upon, or attributable to any actual or alleged: (i) violation of the Foreign Corrupt Practices Act, any rules or regulations of the foregoing promulgated thereunder, and any amendments thereto, or any similar foreign, federal, state or statutory law or common law; (ii) payments, commissions, gratuities, benefits or other favors for the direct or indirect benefit of any officials, directors, agents, partners, representatives, principal shareholders, or owners of the Company or employees of any customers of the Company; or (iii) political contributions; (n) alleging, arising out of, based upon, or attributable to any actual or alleged discrimination, harassment, retaliation, wrongful discharge, termination or any other employment-related or employment practice claim, including but not limited to any wage-hour claim or any third-party discrimination or harassment claim; provided, however, that this exclusion shall not apply to any Securities Claim; (o) alleging, arising out of, based upon, or attributable to the ownership, management, maintenance, operation and/or control by the Company of any captive insurance company or entity, including but not limited to any Claim alleging the insolvency or bankruptcy of the Company as a result of such ownership, management, maintenance, operation and/or control; (p) alleging, arising out of, based upon or attributable to the rendering or failure to render any professional service to a customer or client of the Insured; provided, however, that this exclusion shall not apply to any Securities Claim, but only if such Securities Claim is instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or active participation of, or intervention of, the Company or any Insured Person. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 23 of 50 PageID# 585 8 CVS FL 13003 P 1-09 4. DEFENSE OF CLAIM AND SETTLEMENT The Insurer does not assume any duty to defend any Claim under this Coverage Section. However, the Insurer shall have the right to fully and effectively associate with the Insured in the control, investigation, defense and settlement of any Claim. The Insured(s) shall defend and contest any Claim made against them. The Insured(s) shall obtain the Insurer’s written consent in the selection of defense counsel to represent the Insured as respects any Claim, such consent shall not be unreasonably withheld. The Insured(s) shall not admit or assume any liability, incur any Defense Costs, enter into any settlement agreement or stipulate to any judgment without the prior written consent of the Insurer. Any Loss incurred by the Insured(s) and/or any settlements or judgments agreed to by the Insured(s) without such consent shall not be covered by this policy. However, the Insurer’s consent is not required for the Insured to settle a Claim for a Loss amount within the applicable Retention. Each and every Insured shall give the Insurer full cooperation and such information as it may reasonably require relating to the defense and settlement of any Claim and the prosecution of any counterclaim, cross-claim or third-party claim, including without limitation the assertion of an Insured’s indemnification or contribution rights. The Insurer shall reimburse Defense Costs prior to the final disposition of any Claim, subject to all other terms and conditions of this policy. In the event and to the extent that the Insureds shall not be entitled to payment of such Loss under the terms and conditions of this policy, such payments by the Insurer shall be repaid to the Insurer by the Insureds, severally according to their respective interests. 5. ORDER OF PAYMENTS In the event of Loss arising from a covered Claim for which payment is due under the provisions of this Coverage Section, the Insurer shall in all events: (1) first, pay Loss for which coverage is provided under this Coverage Section for any Insured Person under Insuring Agreement A.; (2) second, only after payment of Loss has been made pursuant to item (1) above, with respect to whatever remaining amount of any Limit of Liability applicable to this Coverage Section is available, pay the Loss for which coverage is provided under this Coverage Section for the Company under Insuring Agreement B.; and (3) third, only after payment of Loss has been made pursuant to items (1) and (2) above, with respect to whatever remaining amount of any Limit of Liability applicable to this Coverage Section is available, pay the Loss for which coverage is provided under this Coverage Section for the Company under Insuring Agreement C. and D. 6. NON-RESCINDABLE CLAUSE The Insurer irrevocably waives any right it may have to rescind coverage available under Insuring Agreement A. of this Coverage Section, in whole or in part, on any grounds. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 24 of 50 PageID# 586 CVS FL 10005 PPVNP (07/08) Endorsement No.: 1 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company OFAC EXCLUSION (all Coverage Sections) It is understood and agreed that Clause 3, EXCLUSIONS, of all applicable Coverage Sections is amended by adding the following exclusion: This policy shall not cover any Loss in connection with any Claim in the event that such coverage would not be in compliance with any United States of America economic or trade sanctions, laws or regulations, including but not limited to the U.S. Treasury Department’s Office of Foreign Assets Control, or any similar foreign, federal, state or statutory law or common law. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 25 of 50 PageID# 587 CVS FL 10623 P (10/09) Endorsement No.: 2 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company VIRGINIA AMENDATORY ENDORSEMENT This endorsement modifies insurance coverage provided under the RESOLUTE PORTFOLIO FOR PUBLIC COMPANIES INSURANCE POLICY. COVERAGE PART: GENERAL TERMS AND CONDITIONS SECTION It is understood and agreed: A. Paragraphs five and six of Clause 3. LIMITS OF LIABILITY are deleted and replaced by the following: If any Aggregate Limit of Liability as set forth in Item 4 A. or 4 B. of the Declarations is exhausted by the payment of Loss, the Insurer’s obligation to pay Loss under this policy as respects the applicable Coverage Section(s) will be completely fulfilled and the Insurer will have no further obligation to pay Loss under this policy and the premium as respects the applicable Coverage Section(s) as set forth in Item 7 of the Declarations will be fully earned. Any payment of Loss under any Aggregate Limit of Liability as set forth in Item 4 A. or 4 B. of the Declarations shall reduce and may exhaust the Aggregate Policy Limit of Liability as set forth in Item 4 C. of the Declarations. If the Aggregate Policy Limit of Liability is exhausted by the payment of such Loss, the Insurer will have no further obligation to pay Loss under this policy and the premium as respects the applicable Coverage Section(s) as set forth in Item 7 of the Declarations will be fully earned. B. Clause 8. DISCOVERY CLAUSE is deleted and replaced by the following: With respect to all Coverage Sections, except the Crime and Fidelity Coverage Section, if the Company or the Insurer refuses to renew this policy, or if the policy is terminated by the Insurer or the Insured for any reason (except for nonpayment of premium, failure to comply with the policy’s terms or conditions or fraud), or if an Organizational Change as defined in Clause 13 occurs, or if the policy is renewed on other than a claims-made basis or upon advancement of a retroactive date, the Insured(s) shall have the right to purchase a Discovery Period of up to six years following the end of the Policy Period, but only with respect to Wrongful Acts occurring prior to the effective date of cancellation, non-renewal, renewal on other than a claims-made basis or the advancement of a retroactive date, whichever applies. When the Insurer or the Inured excludes coverage by amending the policy language during the Policy Period or upon renewal, other than a change in the policy’s Limit of Liability, the Insured(s) shall have the option, upon payment of an additional premium set forth in Item 10 of the Declarations, to purchase an extension of the coverage provided by this policy with respect to only to any Claim first made during the one or two year period of time set forth in Item10 of the Declarations immediately following the effective date of such endorsement, but only with respect to Wrongful Acts occurring prior to the effective date of the endorsement and solely with respect to coverage excluded by such endorsement. This extension of coverage is called the “Discovery Period for Reduction in Coverage”. Except in this Clause 8., the Discovery Period for Reduction in Coverage may be referred to as the Discovery Period in this policy. The Insured’s right to purchase a Discovery Period shall lapse unless written notice of election to purchase such Discovery Period and the additional premium for such Discovery Period is received by the Insurer or its authorized agent within thirty (30) days after the end of the Policy Period. The additional premium for a Discovery Period of one or two years is set forth in Item 8 of the Declarations and shall be determined by multiplying the applicable percentage set forth in Item 8 of the Declarations by the premium for each applicable Coverage Section(s) as set forth in Item 7 of the Declarations. The additional premium for a Discovery Period of more than two years shall be determined by the Insurer. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 26 of 50 PageID# 588 CVS FL 10623 P (12/09) The Insured’s right to purchase a Discovery Period for Reduction in Coverage shall lapse unless written notice of election to purchase such Discovery Period and the additional premium for such Discovery Period is received by the Insurer or its authorized agent within thirty (30) days after the occurrence of the event stated in the second paragraph of Clause 8 above. The premium for the Discovery Period for Reduction in Coverage shall be based on rates in effect as of the policy’s inception date. The Limit of Liability for the Discovery Period for Reduction in Coverage and the Limit of Liability for the Discovery Period shall be part of, and not in addition to, the applicable Limits of Liability set forth in Item 4 of the Declarations. The purchase of either or both of the Discovery Period for Reduction in Coverage and the Discovery Period shall not in any way increase the Limits of Liability set forth in Item 4 of the Declarations. Provided, however, the Insurer shall offer the Insured(s) at least one option, for an additional premium, to reinstate the policy’s Limit of Liability for the Discovery Period or, if applicable, the Discovery Period for Reduction in Coverage. In such event, the Limits of Liability set forth in Item 4 of the Declarations shall be reinstated solely for purposes of the Discovery Period or, if applicable, the Discovery Period for Reduction in Coverage. The Insured(s) must provide written notice of their intent to purchase a reinstated limit for the Discovery Period or, if applicable, the Discovery Period for Reduction in Coverage, at the time the Company provides written notice of its intent to purchase the Discovery Period or, if applicable, the Discovery Period for Reduction in Coverage, pursuant to paragraphs three and four above. Once the Discovery Period for Reduction in Coverage or, if applicable, the Discovery Period, is purchased, it cannot be canceled by the Insurer except for nonpayment of premium or fraud. The Discovery Period for Reduction in Coverage premium shall be fully earned at the inception of such Discovery Period for Reduction in Coverage. The Discovery Period premium shall be fully earned at the inception of such Discovery Period. In the event that the Discovery Period is purchased, it shall apply as excess over other coverage on the effective date of any contract of insurance of indemnity which replaces the coverage afforded by this policy through the Discovery Period, either in whole or in part. C. Clause 10. REPRESENTATIONS AND SEVERABILITY is amended by deleting the word “warranties,”. D. The first and second paragraphs of Clause 12. CANCELLATION AND NON RENEWAL CLAUSE are deleted and replaced by the following: This policy may be cancelled by the Parent Company by sending written prior notice to the Insurer or its authorized agent as set forth in Item 9 of the Declarations stating when thereafter the cancellation of the policy shall be effective. The policy terminates at the date and hour specified in such notice. This policy may also be cancelled by the Parent Company by surrender of this policy to the Insurer or its authorized agent as set forth in Item 9 of the Declarations. The policy terminates as of the date and time of surrender. The Insurer shall retain the customary short rate proportion of the premium, unless stated otherwise herein. The customary short rate return premium shall be calculated by multiplying the pro rata unearned premium by ninety percent (90%). This policy shall not be cancelled by or on behalf of the Insurer except by reason of non-payment of the premium set forth in Item 7 of the Declarations. The Insurer may cancel the policy by delivering to the Parent Company or by mailing to the Parent Company, by registered mail, or by courier at the Parent Company's address set forth in the Declarations, written notice stating when, not less than twenty (20) days thereafter, the cancellation shall be effective. The mailing of such notice as aforesaid shall be sufficient proof of notice. In the event of such cancellation, the policy will be deemed terminated as of the date indicated in the Insurer’s written notice of cancellation to the Parent Company. The notice of cancellation shall state the reason for cancellation. E. The last paragraph of Clause 12. CANCELLATION AND NON RENEWAL CLAUSE is amended by the addition of the following: The notice of non-renewal shall state the reason for non-renewal. F. Clause 12. CANCELLATION AND NON RENEWAL CLAUSE is amended by the addition of the following: Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 27 of 50 PageID# 589 CVS FL 10623 P (12/09) If the Insurer decides to renew the policy with an increase in premium greater than twenty-five percent (25%), then the Insurer shall mail or deliver written notice to the Parent Company at the mailing address shown on the policy at least forty-five (45) days prior to the end of the Policy Period. G. Clause 18. BANKRUPTCY is amended by deleting the word “Insured” and replacing it with the words “Insureds, or of their estates”. H. Clause 21. ACTION AGAINST THE INSURER is amended by the addition of the following: If execution on a judgment against any Insured or their personal representative is returned unsatisfied in an action brought to recover Loss for a Claim made against the Insured during the Policy Period, then an action may be maintained against the Insurer under the terms of this policy for the amount of the judgment not exceeding the policy’s applicable Limit of Liability to the extent such judgment is covered under the policy. I. This policy is amended by the addition of the following: Notwithstanding anything to the contrary in the policy, Declarations and any endorsements attached to the policy, the policy shall not be deemed invalid due to the absence of the signature or countersignature of any agent or company representative. The Insurer shall not be liable to make any payment for Loss in connection with any Claim made against an Insured based on, arising from, or in any way relating to an error, misstatement, misleading statement, act, omission, neglect, breach of duty or other matter disclosed in response to Items 9 a), b) and c) of the Application. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 28 of 50 PageID# 590 CVS FL 10663 P (12/09) Endorsement No.: 3 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company VIRGINIA AMENDATORY ENDORSEMENT This endorsement modifies insurance coverage provided under the RESOLUTE PORTFOLIO FOR PUBLIC COMPANIES INSURANCE POLICY. COVERAGE PART: DIRECTORS AND OFFICERS LIABILITY COVERAGE SECTION It is understood and agreed: Paragraph (h) (2) of Clause 2. DEFINITIONS is amended by deleting the words “or post-judgment”. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 29 of 50 PageID# 591 CVS FL 10696 P(1-10) Endorsement No.: 4 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Parent Company as shown in Item 1 of the Declarations) Forms a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND DEFINITION OF EMPLOYEE - ADD CODEFENDANTS IN NON-SEC CLAIMS It is understood and agreed that Clause 2. DEFINITIONS (g) of the Directors & Officers Liability Coverage Section is deleted in its entirety and replaced by the following: (g) “ Insured Person(s)” means any: (1) Executive; (2) Employee, but solely with respect to any (a) Secur ities Claim or (b) other Cl ai m so long as such o th e r Cl ai m i s a l s o ma de a nd co n t i nu ou s l y ma i n t a i ne d a ga i ns t a n Execut i ve o f a Company ; or (3) Outside Entity Insured Person. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Author ized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 30 of 50 PageID# 592 CVS FL 10677(1-10) Endorsement No.: 5 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address stated in Item 1 of the Declarations) Forms a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND DEFINITION OF “ OUTSIDE ENTITY” – INCLUDES ANY NOT-FOR-PROFIT ENTITY (D& O Coverage Section) It is understood and agreed that Definition (i), “ Outside Entity” , of the Directors & Officers Liability Coverage Section is deleted in its entirety and replaced with the following: (i) “ Outside Entity” means: (1) any not-for-profit entity; or (2) any other entity listed as such by endorsement to this policy, for which an Executive acts as a director, officer, trustee or governor (or the equivalent thereof) at the written request of the Company. Any such person shall be referred to herein as an “ Outside Entity Insured Person” , but only while that person is acting in the capacity as a director, officer, trustee or governor (or the equivalent thereof) of an Outside Entity. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Author ized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 31 of 50 PageID# 593 CVS FL 10818 P (04/10) 1 Endorsement No.: 6 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Parent Company as shown in Item 1 of the Declarations) Forms a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND NON-RESCINDABLE CLAUSE & REPRESENTATIONS AND SEVERABILITY CLAUSE – INSURING AGREEMENTS A., B., AND C. ARE NON-RESCINDABLE It is understood and agreed that Clause 6, NON-RESCINDABLE CLAUSE, of the Directors & Officers Liability Coverage Section is deleted in its entirety and replaced by the following: 6. NON-RESCINDABLE CLAUSE The Insurer irrevocably waives any right it may have to rescind coverage available under Insuring Agreements A., B. and C. of this Coverage Section, in whole or in part, on any grounds. It is further understood and agreed that solely with respect to the Directors & Officers Liability Coverage Section, Clause 10, REPRESENTATIONS AND SEVERABILITY, of the General Terms & Conditions Section is deleted in its entirety and replaced by the following: 10. REPRESENTATIONS AND SEVERABILITY It is agreed that the Insurer has relied upon the information contained in the Application in issuing this policy. In regard to the statements, warranties, representations and information contained in the Application, no knowledge of any Insured shall be imputed to any other Insured for the purpose of determining whether coverage is available under this policy for any Claim made against such Insured. However, in the event the statements, warranties, representations or information is not accurately and completely disclosed in the Application, no coverage shall be afforded for any Claim alleging, arising out of, based upon, attributable to or in consequence of any incomplete or inaccurate statements, warranties or representations under: (i) Insuring Agreement A., with respect to any Insured Person who knew of such inaccurate or incomplete statements, warranties, representations or information; (ii) Insuring Agreement B., with respect to any Company to the extent it indemnifies any Insured Person referenced in (i) above; and (iii) Insuring Agreement C., with respect to any Company if any past or present chief executive officer, chief operating officer or chief financial officer of the Company knew of such inaccurate or incomplete statements, warranties or representations, whether or not such person knew that such facts were not accurately and completely disclosed in the Application. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 32 of 50 PageID# 594 CVS FL 10818 P (04/10) 2 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 33 of 50 PageID# 595 CVS FL 10853 P (5-10) Endorsement No.: 7 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address stated in Item 1 of the Declarations) Forms a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND SUBROGATION-SUBROGATION AGAINST INSURED PERSON ONLY IF CONDUCT EXCLUSIONS APPLY (GTC Section) It is understood and agreed that Clause 19. SUBROGATION of the General Terms & Conditions Coverage Section is deleted in its entirety and replaced by the following: 19. SUBROGATION In addition to any right of subrogation existing at law, in equity or otherwise, and in the event of any payment by the Insurer under this policy, the Insurer shall be subrogated to the extent of such payment to all of the Insured(s)’ rights of recovery. The Insured(s) shall execute all papers required (including those documents necessary for the Insurer to bring suit or other form of proceeding in their name) and do everything that may be necessary to pursue and secure such rights. Provided, however, in respect of the coverage provided under the Directors & Officers Liability Coverage Section, the Insurer shall only exercise its rights as set forth in this Clause 19 against any Insured Person in the event the coverage for said Insured Person is subject to Exclusion (a), (b) or (c) of Clause 3. EXCLUSIONS of the Directors & Officers Liability Coverage Section. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Author ized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 34 of 50 PageID# 596 CVS FL 10837 PPVNP (4/10) Endorsement No.: 8 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company 100% ALLOCATION DEFENSE COSTS I. It is understood and agreed that Clause 7. ALLOCATION of the General Terms & Conditions Section is deleted and replaced by the following: 7. ALLOCATION (a) If both Loss covered under this policy and loss not covered under this policy are incurred by the Insureds on account of any Claim because such Claim against the Insureds includes both covered and non-covered matters and/or parties, then coverage under this Coverage Section with respect to such Claim shall apply as follows: (i) Defense Costs: One hundred percent (100%) of reasonable and necessary Defense Costs incurred by the Insured on account of such Claim will be considered covered Loss; and (ii) Loss other than Defense Costs: All remaining loss incurred by the Insured on account of such Claim shall be allocated by the Insurer between covered Loss and non-covered loss based on the relative legal and financial exposures of the parties to such matters and, in the event of a settlement in such Claim, also based on the relative benefits to the Insureds from such settlement. (b) If an allocation of Loss cannot be agreed to by the Insurer and the Insured: (i) the Insurer shall pay those amounts which it believes to be fair and equitable until an amount shall be agreed upon or determined pursuant to the provisions of this policy; and (ii) there will be no presumption of allocation of Loss in any arbitration, suit or other proceeding. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 35 of 50 PageID# 597 CVS FL 10724 P (02/10) Endorsement No.: 9 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address stated in Item 1 of the Declarations) Forms a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND ERISA/FLSA EXCLUSION – USE ‘FOR’ WORDING (D& O Coverage Section) It is understood and agreed that Exclusion (j) of Clause 3, EXCLUSIONS, of the Directors & Officers Liability Coverage Section is deleted and replaced by the following exclusion: (j) for violation(s) of any of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, the Occupational Safety and Health Act, any rules or regulations of the foregoing promulgated thereunder, and any amendments thereto, or any similar foreign, federal, state or statutory law or common law; ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Author ized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 36 of 50 PageID# 598 CVS FL 10749 P (1-10) Endorsement No.: 10 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company SEVERABILITY OF ALL EXCLUSIONS (Directors & Officers Liability Coverage Section) It is understood and agreed that Clause 3., EXCLUSIONS of the Directors & Officers Liability Coverage Section is amended as follows: (1) The paragraph after Exclusions (a), (b) and (c) is deleted. (2) The following paragraph is added at the end of Clause 3., EXCLUSIONS: For the purpose of determining the applicability of the foregoing Exclusions, except for Exclusions (d), (e) and (i): (1) the facts pertaining to and knowledge possessed by any Insured shall not be imputed to any other Insured Person; and (2) only facts pertaining to and knowledge possessed by any past, present or future chairman of the board, president, chief executive officer, chief operating officer, chief financial officer or General Counsel (or equivalent position) of a Company shall he imputed to a Company. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 37 of 50 PageID# 599 CVS FL 10962 PPV (08/10) Endorsement No.: 11 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND PERSONAL CONDUCT EXCLUSIONS – FINAL ADJUDICATION UNDERLYING ACTION & DELETE JUDGMENT (Directors & Officers Liability Coverage Section) It is understood and agreed that Clause 3. EXCLUSIONS (a) and (b) of the Directors & Officers Liability Coverage Section are deleted in their entirety and replaced by the following: (a) arising out of, based upon or attributable to the gaining of any personal profit or advantage or improper or illegal remuneration if a final [judgment or] adjudication in an underlying action establishes that such Insured was not legally entitled to such personal profit or advantage or that such remuneration was improper or illegal; (b) arising out of, based upon or attributable to any deliberate fraudulent act or any willful violation of law by an Insured if a final [judgment or] adjudication in an underlying action establishes that such act or violation occurred; ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Author ized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 38 of 50 PageID# 600 CVS FL 10925 P (7-10) Endorsement No.: 12 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND DEFINITION OF APPLICATION – CURRENT YEAR ONLY (General Terms & Conditions Section) 1. It is understood and agreed that Clause 2. DEFINITIONS (a) “Application” of the General Terms & Conditions Section of the policy is deleted in its entirety and replaced by the following: (a)“Application” means all signed applications, including any attachments and other materials provided therewith or incorporated therein, submitted in connection with the underwriting of this policy. Application shall also include, and incorporate, all publicly available documents and any documents filed by the Company with any federal, state, or local or foreign regulatory agency, including but not limited to the U.S. Securities and Exchange Commission (“SEC”), during the twelve (12) months prior to the inception of the Policy Period. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 39 of 50 PageID# 601 CVS FL 11020 P (7/11) Endorsement No.: 13 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND DEFINITION OF CLAIM – ADD ANY ADR, WELLS NOTICE, TARGET LETTER, SUBPOENA & EXTRADITION & DELETE FORMAL (D&O Liability Coverage Section) It is understood and agreed that: 1. The Directors & Officers Liability Coverage Section is amended by deleting Clause 2, DEFINITIONS, (a) “Claim” in its entirety and replacing with the following: (a) “Claim” means any: (1) written demand for monetary, non-monetary or injunctive relief, including, but not limited to, any written demand for mediation, arbitration or any other alternative dispute resolution process seeking such relief; (2) judicial, administrative or regulatory proceeding, whether civil or criminal, for monetary, non-monetary or injunctive relief commenced against an Insured, including any appeal therefrom, which is commenced by: (i) service of a complaint or similar pleading; (ii) return of an indictment, information or similar document (in the case of a criminal proceeding); or (iii) receipt or filing of a notice of charges; (3) civil, criminal, administrative or regulatory investigation of an Insured Person: a) which is commenced by the filing or issuance of a notice of charges, formal investigative order or similar document identifying such Insured Person as a person against whom a proceeding identified in (1) or (2) above may be commenced; b) in the case of an investigation by the SEC or a similar state or foreign government authority, after: (i) the service of a subpoena upon such Insured Person; or (ii) the Insured Person is identified in a written "Wells" or other notice, including a “Target Letter,” from the SEC or a similar state or foreign government authority that describes actual or alleged violations of securities or other laws by such Insured; (4) written request to toll or waive the applicable statute of limitations relating to a potential Claim against an Insured for a Wrongful Act; (5) Securities Claim; Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 40 of 50 PageID# 602 CVS FL 11020 P (7/11) (6) Derivative Demand, solely under Insuring Agreement D; or (7) Extradition Proceeding. 2. For purposes of the coverage provided under this endorsement only, Section 2. DEFINITIONS is amended by adding the following: “Extradition Proceeding” means any formal process to determine if an Insured Person located in any country is surrendered to any other country to stand trial for any criminal offense arising from any Wrongful Act the Insured Person is alleged to have committed. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 41 of 50 PageID# 603 CVS FL 11011 P (7/11) Endorsement No.: 14 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND DEFINITION OF SECURITIES CLAIM – SECTION 15 CLAIMS (Directors & Officers Liability Coverage Section) It is understood and agreed that the last paragraph of Clause 2. DEFINITIONS (j) Securities Claim of the Directors & Officers Liability Coverage Section is deleted in its entirety and replaced by the following: The Insurer shall not assert that a Loss incurred in a Securities Claim alleging violations of Section 11, 12 or 15 of the Securities Act of 1933, as amended, constitutes uninsurable loss and, subject to all other terms and conditions of this policy, shall deem that portion of such Loss as constituting Loss under this policy. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 42 of 50 PageID# 604 CVS FL 10842 PPV (5-10) Endorsement No.: 15 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND INSURED V. INSURED EXCLUSION – FORMER D&OS 2YEARS & CREDITORS COMMITTEE (Directors & Officers Liability Coverage Section) It is understood and agreed that: Exclusion (i) of Clause 3. EXCLUSIONS of the Directors & Officers Liability Coverage Section is deleted in its entirety and replaced by the following: (i) brought by or on behalf of any Insured, other than an Employee; provided, however, that this exclusion shall not apply to: (i) any Claim brought by an Insured Person that is in the form of a cross-claim or third- party claim for contribution or indemnity which is part of, and results directly from, a Claim which is not otherwise excluded under the terms of this Coverage Section; (ii) a shareholder derivative action, but only if such action is brought and maintained without the solicitation, approval, assistance, active participation or intervention of any Insured; (iii) any Claim brought by any Executive who has not served in such capacity, nor has acted as a consultant to the Company, for at least two (2) years prior to the Claim being first made; (iv) any Claim brought against an Insured Person arising out of or based upon any protected activity specified in any “whistleblower” protection pursuant to any foreign, federal, state or local law; (v) any Claim brought by any Executive of a Company formed and operating in a foreign jurisdiction against such Company and any Insured Person thereof, provided that such Claim is brought and maintained outside the United States, Canada or any other common law country (including any territories thereof); or (vi) any Claim brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, receiver or creditors committee (or member thereof) or similar official for the Company or any assignee of such trustee, examiner, receiver, creditors committee (or member thereof) or similar official. Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 43 of 50 PageID# 605 CVS FL 10842 PPV (5-10) ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 44 of 50 PageID# 606 CVS FL MANUSCRIPT P (6/11) Endorsement No.: 16 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND DEFINITION OF CLAIM – ADD PRE-CLAIM INVESTIGATION (Directors & Officers Liability Coverage Section) I. It is understood and agreed that the Directors & Officers Liability Coverage Section is amended as follows: A. Clause 2. DEFINITIONS (a) “Claim” is amended by adding the following: “Claim” shall also mean any Pre-Claim Investigation, if reported at the option of the Insureds pursuant to Clause 5. Notice of the General Terms and Conditions Section, as set forth herein in the subsection entitled Reporting A Pre-Claim Investigation; B. Clause 2. DEFINITIONS is amended by adding the following definition: “Pre-Claim Investigation” means: 1. a request or demand for an Insured Person to appear at a meeting, deposition or interview, or produce documents, relating to the business of the Company or the Insured Person’s capacity as such, or by virtue of their status as such, where such request or demand is: a. by any federal, state, local or foreign law enforcement authority or other governmental investigative authority (including, but not limited to, the U.S. Department of Justice, the U.S. Securities and Exchange Commission and any attorney general); b. by the enforcement organization of any securities or commodities exchange or other self- regulatory entity; or, c. by or on behalf of the Company, the Company’s board of directors (or similar management body), or any committee of the Company’s board of directors (or similar management body): (i) arising out of a request or demand set forth in (a) or (b) immediately above; or, (ii) which is part of the Company’s investigation and evaluation of a Derivative Demand; or 2. the arrest or confinement of an Insured Person, whether residential or custodial, by a law enforcement authority, relating to the business of the Company or the Insured Person’s capacity as such. Pre-Claim Investigation shall not include any routine or regularly scheduled regulatory or internal supervision, inspection, compliance, review, examination, production or audit, including any request for mandatory information from a regulated entity, conducted in the normal review or compliance process of the Company, or a law enforcement authority, governmental investigative authority or enforcement organization of a securities or commodities exchange or other self- regulatory entity. C. Clause 2. Definitions (h) “Loss” is amended by adding the following: Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 45 of 50 PageID# 607 CVS FL MANUSCRIPT P (6/11) Loss does not include any amount incurred by any Insured in a proceeding or investigation that is not at that time a Claim, even if such amount also benefits the defense of a Claim and even if such proceeding or investigation subsequently gives rise to a Claim; provided, however, that this paragraph shall not apply to otherwise covered Pre-Claim Investigation Costs. II. The General Terms & Conditions Section is amended as follows: A. Clause 2. Definitions (d) Defense Costs is amended by adding the following: Defense Costs also means with respect to a Pre-Claim Investigation (if reported at the option of the Insureds pursuant to Clause 5. Notice of the General Terms and Conditions Section, as set forth in the subsection entitled Reporting A Pre- Claim Investigation) the reasonable and necessary costs, charges, fees and expenses incurred by an Insured Person solely in connection with his or her preparation for and response to a Pre-Claim Investigation, but shall not include the costs of complying with any formal or informal discovery or other request seeking documents, records or electronic information in the possession or control of a Company, the requestor or any other third party (hereinafter “Pre-Claim Investigation Costs”). B. The second paragraph of Clause 5. Notice of Claim is deleted in its entirety and replaced by the following: With respect to the Directors & Officers Liability Coverage Section, the Insured(s) shall, as a condition precedent to the obligations of the Insurer under this policy, give written notice to the Insurer pursuant to this Clause 5, of a Claim, other than a Pre-Claim Investigation, made against an Insured as soon as practicable after the Company's general counsel or risk manager (or individuals with equivalent responsibilities) becomes aware of the Claim; however, in no event shall such notice be provided later than sixty (60) days after the expiration of the Policy Period (or Discovery Period, if applicable). C. Clause 5. Notice of Claim is amended by adding the following: Reporting A Pre-Claim Investigation With respect to the Directors & Officers Liability Coverage Section, if, during the Policy Period (or Discovery Period, if applicable) the Insureds first become aware of a Pre-Claim Investigation, and if the Insureds give written notice to the Insurer as soon as practicable after the Parent Company’s general counsel or risk manager, or equivalent positions, first learn of the Pre-Claim Investigation, but in no event later than 60 days after the termination of the Policy Period (or Discovery Period, if applicable) of the entity conducting the Pre-Claim Investigation, the circumstances by which the Insureds first became aware of the Pre-Claim Investigation; and particulars as to dates and persons involved, then the Pre-Claim Investigation shall be treated as a Claim under this Policy, and the reasonable and necessary costs, charges, fees and expenses incurred by an Insured Person solely in connection with his or her preparation for and response to a Pre-Claim Investigation shall be covered, subject to the other terms, conditions and limitations of this Policy. Any other Claim which arises out of such Pre-Claim Investigation shall be deemed to have been first made at the time such written notice was received by the Insurer. However, if the Insureds elect not to report a Pre-Claim Investigation, then any subsequent Claim which arises out of the Pre-Claim Investigation shall be subject to the reporting requirements for a Claim, other than a Pre-Claim Investigation, for the Directors & Officers Liability Coverage and coverage for such subsequent Claim will not be denied Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 46 of 50 PageID# 608 CVS FL MANUSCRIPT P (6/11) because of the Insureds failure to report the Pre-Claim Investigation pursuant to this paragraph. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 47 of 50 PageID# 609 CVS FL Manuscript P (6-11) Endorsement No.: 17 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND POLLUTION EXCLUSION – CHANGE TO “FOR” LANGUAGE (Directors & Officers Liability Coverage Section) It is understood and agreed that Clause 3. EXCLUSIONS (h) of the Directors & Officers Liability Coverage Section is deleted in its entirety and replaced by the following: (h) for Pollution; provided, however, that this exclusion shall not apply to any Claim under Insuring Agreement A or any Securities Claim, except for Loss constituting Cleanup Costs; ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 48 of 50 PageID# 610 CVS FL Manuscript P 6.11 1 Endorsement No.: 18 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address of the Named Insured as shown in Item 1 of the Declarations) Form a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability Company AMEND DEFENSE COSTS – ADD SOX 304 & DODD-FRANK 954 EXPENSES (General Terms & Conditions Section) It is understood and agreed that Clause 2. Definitions (d) “Defense Costs” of the General Terms & Conditions Section is amended as follows: Defense Costs shall also mean the reasonable and necessary costs, fees, charges, and expenses (including the premium or origination fee for a loan or bond) incurred by any Insured Person solely to facilitate the return of amounts required to be repaid by such Insured Person pursuant to Section 304(a) of the Sarbanes-Oxley Act of 2002 or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended; provided that such costs, fees, charges, and expenses shall not include the payment, return, reimbursement, disgorgement or restitution of any such amounts requested or required to be repaid by such persons pursuant to said Section 304(a) or Section 954. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representative Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 49 of 50 PageID# 611 CVS FL Manuscript PPV (07/13) Endorsement No.: 19 This endorsement, effective: December 9, 2012 (at 12:01 a.m. Standard Time at the address stated in Item 1 of the Declarations) Forms a part of Policy No.: SISIFNL20084512 Issued to: Lumber Liquidators Holdings, Inc. By: Starr Indemnity & Liability AMEND DEFINITION OF EXECUTIVE (Directors & Officers Liability Coverage Section) It is understood and agreed that Clause 2., DEFINITIONS, (e) “Executive” is amended by adding the following: Executive shall also mean . Senior Vice President Vice President Treasurer Controller Director of Taxation Director of Financial Reporting ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. ________________________________ AUTHORIZED REPRESENTATIVE Case 4:16-cv-00114-AWA-DEM Document 67-4 Filed 10/25/16 Page 50 of 50 PageID# 612 The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read, copy, forward, use, or store this document or any of the information contained herein. December 2, 2013 Via E-mail Claims Department LVL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: LUMBER LIQUIDATORS, INC. MATTER: KIKEN, GREGG MARSH FILE NUMBER: 13RICH111811 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 STARR INDEMNITY & LIABILITY COMPANY 12/09/2012 - 12/09/2013 $10,000,000 Primary $10,000,000 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all inquiries and correspondence to the insured contact, E. Livingston B. Haskell, who is copied below, and to Megan A. McClellan of Marsh, as well as the Marsh Claim Advocate, Kelly Thoerig, at Kelly.Thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Very truly yours, Raushanah Rasheed Raushanah Rasheed mCAR Advisor Raushanah Rasheed mCAR Advisor Marsh USA , Inc 1255 23rd Street NW Suite 400 Washington, DC 20037 raushanah.rasheed@marsh.com www.marsh.com Case 4:16-cv-00114-AWA-DEM Document 67-5 Filed 10/25/16 Page 1 of 4 PageID# 613 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: lhaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1255 23rd Street NW Suite 400 Washington, DC 20037 Phone: 202-263-6720 eMail: Kelly.Thoerig@marsh.com Megan McClellan Senior Vice President Marsh USA Inc. 1255 23rd Street NW Suite 400 Washington, DC 20037 Phone: 202-263-7600 Fax: 202-263-7700 eMail: megan.a.mcclellan@marsh.com Enclosure: File Description File Name Document # OnlineDocument.pdf OnlineDocument.pdf A_196395.pdf Case 4:16-cv-00114-AWA-DEM Document 67-5 Filed 10/25/16 Page 2 of 4 PageID# 614 The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read, copy, forward, use, or store this document or any of the information contained herein. September 22, 2014 Via E-mail Claims Department LVL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: LUMBER LIQUIDATORS MATTER: CITY OF HALLANDALE BEACH POLICE OFFICERS' AND FIREFIGHTERS' PERSONNEL RETIREMENT TRUST MARSH FILE NUMBER: 14RICH140639 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 STARR INDEMNITY & LIABILITY COMPANY 12/09/2012 - 12/09/2013 $10,000,000 Primary $10,000,000 SISIFNL20084513 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 - 12/09/2014 $10,000,000 Primary $10,000,000 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, E. Livingston B. Haskell, who is copied below, and to the Marsh Client Advisor, Megan McClellan and to Kelly Thoerig, who are also copied below, as well as the Marsh Claim Advocate, Sanford Victor, at Sanford.L.Victor@marsh.com, (212) 345-9099. Please include the Marsh file number on all correspondence related to the above claim. Raushanah Rasheed mCAR Advisor Marsh USA , Inc 1255 23rd Street NW Suite 400 Washington, DC 20037 raushanah.rasheed@marsh.com www.marsh.com Case 4:16-cv-00114-AWA-DEM Document 67-5 Filed 10/25/16 Page 3 of 4 PageID# 615 Very truly yours, Raushanah Rasheed Raushanah Rasheed mCAR Advisor cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: lhaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1255 23rd Street NW Suite 400 Washington, DC 20037 Phone: 202-263-6720 eMail: Kelly.Thoerig@marsh.com Sanford Victor Senior Vice President Marsh USA Inc. 1166 Avenue of the Americas New York, NY 10036-2774 Phone: (212) 345-9099 Fax: (212) 345-6180 eMail: Sanford.L.Victor@marsh.com Megan McClellan Senior Vice President Marsh USA Inc. 1255 23rd Street NW Suite 400 Washington, DC 20037 Phone: 202-263-7600 Fax: 202-263-7700 eMail: megan.a.mcclellan@marsh.com Enclosure: File Description File Name Document # date-stamped complaint.pdf date-stamped complaint.pdf A_242664.pdf Case 4:16-cv-00114-AWA-DEM Document 67-5 Filed 10/25/16 Page 4 of 4 PageID# 616 MARSH Raushanah Rasheed mCAR Advisor Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 raushanah.rasheed@marsh.com www.marsh.com April 20, 2015 Via E-mail Claims Department L VL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: MATTER: MARSH FILE NUMBER: LUMBER LIQUIDATORS DOAN DERIVATIVE SUIT 15RICH 160945 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, who is copied below, and to the Marsh Claim Advocate, Kelly Thoerig, at kelly.thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Regards, Raushanah Rasheed mCAR Advisor The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read, COPY. forward, use, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-6 Filed 10/25/16 Page 1 of 6 PageID# 617 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: Ihaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description Doan v. Lumber Liquidators Complaint.pdf File Name Doan v. Lumber Liquidators Complaint.pdf Document # A_274514.pdf Case 4:16-cv-00114-AWA-DEM Document 67-6 Filed 10/25/16 Page 2 of 6 PageID# 618 MARSH Raushanah Rasheed Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW. Suite 700 Washington, DC 20036 202 263 6737 musu.tyler@marsh.com www.marsh.com April 20, 2015 Via E-mail Claims Department LVL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: MATTER: MARSH FILE NUMBER: LUMBER LIQUIDATORS AMALGAMATED BANK DERIVATIVE SUIT 15RICH 160872 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, who is copied below, and to the Marsh Claim Advocate, Kelly Thoerig, at kelly.thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Regards, :Rausfianali :Raslieea Raushanah Rasheed mCAR Advisor The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read, cOPY. forward, use, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-6 Filed 10/25/16 Page 3 of 6 PageID# 619 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: Ihaskell@lumberliguidators.com Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description 2015-04-15 Complaint.pdf File Name 2015-04-15 Complaint.pdf Document # A_274384.pdf Case 4:16-cv-00114-AWA-DEM Document 67-6 Filed 10/25/16 Page 4 of 6 PageID# 620 MARSH Raushanah Rasheed mCAR Advisor Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 raushanah.rasheed@marsh.com www.marsh.com March 17, 2015 Via E-mail Claims Department L VL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: MATTER: MARSH FILE NUMBER: LUMBER LIQUIDATORS KLEIN DERIVATIVE SUIT 15RICH157453 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, who is copied below, and to the Marsh Claim Advocate, Kelly Thoerig, at kelly.thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Regards, Raushanah Rasheed mCAR Advisor The information contained in this document is confidential. may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient. please do not read, copy, forward. use, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-6 Filed 10/25/16 Page 5 of 6 PageID# 621 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: Ihaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description Klein v Lumber Liquidators (Part 1 of 3) File Name Klein v Lumber Liquidators (Part 1 of 3) Document # A_268999.pdf Case 4:16-cv-00114-AWA-DEM Document 67-6 Filed 10/25/16 Page 6 of 6 PageID# 622 MARSH Raushanah Rasheed mCAR Advisor Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 raushanah.rasheed@marsh.com www.marsh.com March 18, 2015 Via E-mail Claims Department L VL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: MATTER: MARSH FILE NUMBER: LUMBER LIQUIDATORS COSTELLO DERIVATIVE SUIT 15RICH157666 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, who is copied below, and to the Marsh Claim Advocate, Kelly Thoerig, at kelly.thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Regards, :Rauslianali :Raslieea Raushanah Rasheed mCAR Advisor The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read. copy, forward. use, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-7 Filed 10/25/16 Page 1 of 2 PageID# 623 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: Ihaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description Costello v LL Board File Name Document # Costello v LL Board A_269181.pdf Case 4:16-cv-00114-AWA-DEM Document 67-7 Filed 10/25/16 Page 2 of 2 PageID# 624 MARSH Raushanah Rasheed mCAR Advisor Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 raushanah.rasheed@marsh.com www.marsh.com April 21, 2015 Via E-mail Claims Department L VL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: MATTER: MARSH FILE NUMBER: LUMBER LIQUIDATORS MCBRIDE DERIVATIVE SUIT 15RICH160987 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, who is copied below, and to the Marsh Claim Advocate, Kelly Thoerig, at kelly.thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Regards, :Rausfianafi :Ra.slieea Raushanah Rasheed mCAR Advisor The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read, copy, forward, use, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-8 Filed 10/25/16 Page 1 of 2 PageID# 625 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: Ihaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description VA state derivative action.pdf File Name Document # VA state derivative action. pdf A_274607.pdf Case 4:16-cv-00114-AWA-DEM Document 67-8 Filed 10/25/16 Page 2 of 2 PageID# 626 The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read, copy, forward, use, or store this document or any of the information contained herein. December 1, 2014 Via E-mail Claims Department LVL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: LUMBER LIQUIDATORS DATE OF LOSS: 11/25/14 CLAIMANT(S): DOJ SUBOENAS TYPE OF COVERAGE: *Directors & Officers LOCATION OF LOSS: MARSH FILE NUMBER: 14RICH147417 INSURER FILE NUMBER: Dear Sir/Madam: Attached please find additional correspondence pertaining to the above captioned. This claim was previously reported to you. The following policy information is applicable: Policy Number Policy Term Layer Participation SISIFNL20084512 STARR INDEMNITY & LIABILITY COMPANY 12/09/2012 - 12/09/2013 $10,000,000 Primary $10,000,000 SISIFNL20084513 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 - 12/09/2014 $10,000,000 Primary $10,000,000 As further information is received we will forward the same to you. Please include the Marsh file number on all correspondence related to the above claim. Best Regards, Musu Tyler Musu Tyler mCAR cc: Musu Tyler Marsh USA , Inc Washington Square 1050 Connecticut Avenue N.W. Suite 700 Washington, DC 20036 202 263 6737 musu.tyler@marsh.com www.marsh.com Case 4:16-cv-00114-AWA-DEM Document 67-9 Filed 10/25/16 Page 1 of 6 PageID# 627 E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: lhaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. Washington Square 1050 Connecticut Avenue NW, Suite 700 Phone: 202-263-6720 eMail: Kelly.Thoerig@marsh.com Raushanah Rasheed mCAR Advisor Marsh USA Inc. Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 eMail: raushanah.rasheed@marsh.com Megan McClellan Senior Vice President Marsh USA Inc. Washington Square 1050 Connecticut Avenue NW, Suite 700 Phone: 202-263-7600 Fax: 202-263-7700 eMail: megan.a.mcclellan@marsh.com Enclosure: File Description File Name Document # 2014-11-25 (Initial Notice to Marsh/mCAR-Sub1) GJ Subpoena (12_3_2014)_53295231_1-c A_253812.pdf 2014-11-25 (Initial Notice to Marsh/mCAR-Sub2) Grand Jury Subpoena_52944259_1-c A_253813.pdf Case 4:16-cv-00114-AWA-DEM Document 67-9 Filed 10/25/16 Page 2 of 6 PageID# 628 MARSH Raushanah Rasheed mCAR Advisor Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 raushanah.rasheed@marsh.com www.marsh.com March 16, 2015 Via E-mail Claims Department L VL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: MATTER: MARSH FILE NUMBER: LUMBER LIQUIDATORS DOJ SUBPOENA II 15RICH157444 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, who is copied below, and to the Marsh Claim Advocate, Kelly Thoerig, at kelly.thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Very truly yours, :Rauslianafi :Raslieea Raushanah Rasheed mCAR Advisor The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read, cOPY. forward, use, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-9 Filed 10/25/16 Page 3 of 6 PageID# 629 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: Ihaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description LL.subpoena.pdf File Name Document # LL.subpoena.pdf A_268844.pdf Case 4:16-cv-00114-AWA-DEM Document 67-9 Filed 10/25/16 Page 4 of 6 PageID# 630 MARSH Raushanah Rasheed mCAR Advisor Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 raushanah.rasheed@marsh.com www.marsh.com April 1, 2015 Via E-mail Claims Department L VL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: MATTER: MARSH FILE NUMBER: LUMBER LIQUIDATORS DOJ 3/3/15 AND 3/18/15 SUBPOENAS 15RICH159149 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, who is copied below, and to the Marsh Claim Advocate, Kelly Thoerig, at kelly.thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Very truly yours, :Rauslianafi :Rasfieea Raushanah Rasheed mCAR Advisor The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read, copy, forward, use, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-9 Filed 10/25/16 Page 5 of 6 PageID# 631 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: Ihaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description LL subpoena 3-3-15.pdf LL Subpoena 3-18-15.pdf File Name LL subpoena 3-3-15.pdf LL Subpoena 3-18-15.pdf Document # A_271593.pdf A_271594.pdf Case 4:16-cv-00114-AWA-DEM Document 67-9 Filed 10/25/16 Page 6 of 6 PageID# 632 Raushanah Rasheed mCAR Advisor Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 raushanah.rasheed@marsh.com www.marsh.com June 18, 2015 Via E-mail Daniel Standish Wiley Rein LLP Wiley Rein & Fielding 1776 K Street, NW Washington, DC 20006 INSURED: MATTER: MARSH FILE NUMBER: INSURER FILE NUMBER: LUMBER LIQUIDATORS SEC 3/11/15 PRESERVATION NOTICE 15RICH159129 CVSFL005880 Dear Sir/Madam: Attached please find additional correspondence pertaining to the above captioned. This claim was previously reported to you. The fol owing policy information is applicable: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 As further information is received we will forward the same to you. Please include the Marsh file number on all correspondence related to the above claim. Regards, Rausfianali :Raslieea Raushanah Rasheed mCAR Advisor cc: The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient, please do not read, copy, forward, lise, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-10 Filed 10/25/16 Page 1 of 6 PageID# 633 Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description First+Doc+Request+to+Lumber+Liquidators+5.19.15 File Name Document # First+Doc+Request+to+Lumber+Liquidators+5.19.15 A_284227.pdf Case 4:16-cv-00114-AWA-DEM Document 67-10 Filed 10/25/16 Page 2 of 6 PageID# 634 MARSH Raushanah Rasheed mCAR Advisor Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 raushanah.rasheed@marsh.com www.marsh.com April 1, 2015 Via E-mail Claims Department LVL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: MATTER: MARSH FILE NUMBER: LUMBER LIQUIDATORS SEC 3/16/15 COMMENTS 15RICH159165 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached for your reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, who is copied below, and to the Marsh Claim Advocate, Kelly Thoerig, at kelly.thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Regards, :Rauslianali Raslieea Raushanah Rasheed mCAR Advisor The information contained in this document is confidential. may be privileged. and is intended for the use of the individual or entity named above. If you are not the intended recipient. please do not read, cOPY. forward, use, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-10 Filed 10/25/16 Page 3 of 6 PageID# 635 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: Ihaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description SEC 3-16-15 comments File-Name Document # SEC 3-16-15 comments A_271619.pdf Case 4:16-cv-00114-AWA-DEM Document 67-10 Filed 10/25/16 Page 4 of 6 PageID# 636 MARSH RaushanahRasheed mCAR Advisor Marsh USA, Inc Washington Square 1050 Connecticut Avenue NW, Suite 700 Washington, DC 20036-5386 raushanah.rasheed@marsh.com www.marsh.com April 1, 2015 Via E-mail Claims Department L VL Claims Services LLC 30 Broad Street 28th Floor New York, NY 10004 INSURED: MATTER: MARSH FILE NUMBER: LUMBER LIQUIDATORS SEC 3/11/15 PRESERVATION NOTICE 15RICH159129 Dear Sir/Madam: On behalf of the insured, and in accordance with the reporting provisions of the referenced Policy, we give notice that the referenced matter has been presented to the insured. A copy of correspondence received from the insured is attached foryour reference. Please refer to the following for your policy information: Policy Number Policy Term Layer Participation SISIFNL20084512 12/09/2012 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2013 SISIFNL20084513 12/09/2013 - $10,000,000 Primary $10,000,000 STARR INDEMNITY & LIABILITY COMPANY 12/09/2015 This matter is reported under any and all applicable policies whether or not cited. Kindly acknowledge receipt of this correspondence to the undersigned and the insured, noting your file number and the name and e-mail address of the claim handler assigned to this matter. Please address all further inquiries and correspondence to the insured contact, who is copied below, and to the Marsh Claim Advocate, Kelly Thoerig, at kelly.thoerig@marsh.com, 202-263-6720. Please include the Marsh file number on all correspondence related to the above claim. Regards, Raushanah Rasheed mCAR Advisor The information contained in this document is confidential, may be privileged, and is intended for the use of the individual or entity named above. If you are not the intended recipient. please do not read. COPY. forward, use, or store this document or any of the information contained herein. Case 4:16-cv-00114-AWA-DEM Document 67-10 Filed 10/25/16 Page 5 of 6 PageID# 637 cc: E. Livingston Haskell General Corporate Counsel Lumber Liquidators 3000 John Deere Road Toano, VA 23168 Phone: 757-259-4297 Fax: 757-259-7299 eMail: Ihaskell@lumberliquidators.com Kelly Thoerig Marsh USA Inc. 1050 Connecticut Avenue Suite 700 Washington, DC 20036-5386 Phone: 202-263-6720 eMail: kelly.thoerig@marsh.com Enclosure: File Description SEC 3-11-15 preservation notice.pdf File Name Document # SEC 3-11-15 preservation notice. pdf A_271522.pdf Case 4:16-cv-00114-AWA-DEM Document 67-10 Filed 10/25/16 Page 6 of 6 PageID# 638 Court.iJnit«<] States District Court Cwision: i Receipt Nuiber: Cishier Hi tlevinso Tranwction Ditei 09/89/20I& Payer Haae: STARR Vimm LimTORS TREflSURT RtGISTftV For: STARR V LUHBER LIQUIDATORS Case/P-irty: t-ME-4-lMV-M6U4-«8j Aiount: CICCK Check/Honey Order jjjgi 2860 A*t Tendered; <1,W9,8M.W Total Due: Totji TendeT^J il,MB,060.06 Change ftit: i0.80 STARR IHKIWITY V. UWBER IIOUIDATWS STftfift 48l6cvil4 Case 4:16-cv-00114-AWA-DEM Document 57 Filed 09/09/16 Page 1 of 1 PageID# 418Case 4:16-cv-0 1 4-AWA-DEM Document 67-11 Filed 1 /25/16 Page 1 of 1 PageID# 639