COST INSURANCE PROGRAM ADMINISTRATION AGREEMENT

This Cost Insurance Program Administration Agreement (the "Agreement"), dated February 3, 2024 (the "Agreement Date"), is by and between Redan Holdings Group ("Redan") located at 736 N. Western Ave, Suite 184 Lake Forest, IL, 60045 and "Law Firm" (each, a "Party, or collectively, the "Parties").

Recitals

WHEREAS, Law Firm provides legal services on a contingency fee basis to individuals who have suffered serious injuries (the "Clients"); and

WHEREAS, in order to successfully prosecute contingent fee cases on behalf of its Clients, Law Firm makes advances on behalf of its Clients to cover third-party costs and expenses ("Advanced Litigation Costs"); and

WHEREAS, in the event a successful recovery is obtained, Advanced Litigation Costs are paid by the Law Firm's Client from the recovery; and

WHEREAS, in the event that a successful recovery is not obtained, Law Firm's Clients do not want to be burdened with the obligation to reimburse Law Firm for Advanced Litigation Costs; and

WHEREAS, in the event that a successful recovery is not obtained and a Client does not bear the responsibility for reimbursing Law Firm for the Advanced Litigation Costs, the financial risk to Law Firm is significant and impacts the continued ability of Law Firm to prosecute contingency fee cases on behalf of its other Clients ("Litigation Costs Risk"); and

WHEREAS, Redan offers a technology-driven program to mitigate Law Firm's Litigation Costs Risk whereby individual insurance policies are procured for each and all of Law Firm's eligible contingent fee cases ("Eligible Cases"), which policies cover all or part of a Client's Advanced Litigation Costs in the event of a Pre-Trial Loss or Trial Loss (the "Cost Insurance Program"); and

WHEREAS, Law Firm has determined that it is in the best interests of its Clients to implement Redan's Cost Insurance Program and procure Advanced Litigation Costs insurance for all of its Eligible Cases.

NOW THEREFORE, the Parties agree as follows:

I. Definitions

"Advanced Litigation Costs"

means third-party expenses advanced by Law Firm after the Filing Date to prosecute Client Claims, including court costs, filing fees, subpoena and service of process fees, Mediation Proceedings and Arbitration Proceedings fees, expert witness fees, treating physicians and trial witness fees, court reporting services fees, costs to create trial and deposition exhibits, and costs to obtain medical records and bills. Advanced Litigation Costs shall not include:

  • Any third-party expenses which are not advanced by you;
  • Your attorneys' fees or the attorneys' fees of any attorneys who act as co-counsel;
  • Your staffing, general overhead, and/or office expenses;
  • Your travel expenses, or the travel expenses of any co-counsel;
  • Arbitration Proceedings or Mediation Proceedings which are not conducted using an arbitrator or mediator engaged through the American Arbitration Association, ADR Systems or JAMS; or
  • Any opposing parties' attorneys' fees, costs, or any penalties or fees awarded against you or your client in the Lawsuit or Arbitration Proceeding.

"Applicable Law"

means any and all national, federal, state, and local law statutes, regulations, ordinances, rules, and judicial decisions in court and tribunals of competent jurisdiction within the United States that relate to this Agreement and the Advanced Litigation Cost insurance procured pursuant to this Agreement.

"Arbitration Complaint"

means a complaint or countercomplaint which seeks to adjudicate Client Claims through a nationally recognized dispute resolution service in which a neutral panel or individual arbitrator enters a binding award which can be entered as a judgment in court.

"Arbitration Proceeding"

means the binding private adjudication of Client Claims through a nationally recognized dispute resolution service where the parties are bound to the arbitrator(s) final award which can be entered as a judgment in a state or federal court.

"Broker"

shall mean Redan Brokerage USA LLC.

"Business Rules"

shall mean the terms mutually agreed upon in writing by Redan and Law Firm, attached hereto as Schedule A, which govern the administration of the Insurance Program, including but not limited to a description of Eligible Case Types, Default Coverage Amounts, coverage options, and requisite Data Points as set forth in Schedule A.

"Case Invoice"

means the statement provided to Law Firm on a per-Policy basis subject to the terms hereunder, which includes full cost of the Insurance Policy, Program Set Up Fee, and Program Service Fee(s).

"Case-Level Detail"

means for each Case entered by Law Firm, the Data Points required by Redan to (i) assist Broker with Broker's placement of insurance coverage; (ii) administer the Policies and related coverage; (iii) track and bill Insurance Premiums and fees hereunder related to Policies; and (iv) compile information for any Claims.

"Case Register"

means the reporting maintained by Redan that lists the Policies issued to the Law Firm along with the then-current coverage, status, Insurance Premium, and fees assessed under this Agreement, respectively, associated with each Policy.

"Claim Payment"

means a payment issued by the insurance company or Broker to Law Firm related to a Claim made by Law Firm on a Policy related to this Agreement.

"Client Claims"

means all of the claims of all of the clients Law Firm represents at any time in a Covered Case.

"Coverage Claim"

means an application for compensation under a Policy filed by Law Firm or another authorized party under the terms of a Policy.

"Covered Case"

means an Eligible Case that is covered by a Policy procured under this Cost Insurance Program.

"Data Points"

means required information about each Eligible Case to be provided by Law Firm to Redan as listed in the Business Rules, none of which shall constitute personal, non-public information about any Client.

"Defined Coverage Amount"

is defined herein in Section III(C).

"Eligible Case"

means a filed Lawsuit or a filed Arbitration Proceeding that meets the Business Rules set forth in Schedule A.

"Filing Date"

means the date on which the initial complaint in an Eligible Case was initially filed in court or in an Arbitration Proceeding.

"Final Adjudication"

means after a judicial trial or after a hearing on the merits in an Arbitration Proceeding, a final judgment or arbitration decision has been entered with respect to all Remaining Client Claims, and the time for filing any appeal with respect to such final judgment or arbitration decision has expired.

"Insurance Premium"

means the premium, taxes, and fees charged by the insurance company and Broker for each Policy issued subject to this Agreement.

"Law Firm's Representative"

means Law Firm's designated representative(s) set forth in Schedule B, as may be changed from time to time upon written notice to Redan.

"Lawsuit"

means the public adjudication of Client Claims through a state or federal public court system.

"Mediation Proceeding"

means a non-binding private process through a nationally recognized dispute resolution service in which a neutral panel or individual assists the parties in reaching settlement.

"Policy"

means an insurance policy for Litigation Costs advanced by Law Firm issued for a Covered Case, including certificates and contracts evidencing such insurance coverage.

"Pre-Trial Loss"

means that no Recovery has been obtained for any Client Claims prior to the Final Adjudication of the Covered Case.

"Pre-Trial Loss Coverage"

means the limits of insurance as listed in an issued Policy in the event of a Pre-Trial Loss.

"Program Service Fee"

means the annual fee that Redan calculates based on total premium written under the Insurance Program and allocates pro rata on a per-Policy basis in exchange for its servicing and technology obligations hereunder.

"Recovery(ies)"

means a monetary recovery obtained for any Client Claims at any time after the Covered Case has been filed.

"Remaining Client Claims"

means all Client Claims which are asserted at Trial against a defendant from which no Recovery has been obtained prior to a Final Adjudication of the Covered Case.

"Program Set Up Fee"

means the fee that Redan applies on a per-Policy basis for coordinating the placement of insurance policies with Broker.

"Term"

shall refer to the Initial Term and any Renewal Term(s) collectively.

"Trial"

means a hearing on the merits in a judicial or Arbitration Proceeding resulting in the Final Adjudication of all Remaining Client Claims.

"Trial Loss"

means that after a Trial which constitutes the Final Adjudication of all Remaining Client Claims, no monetary damages are awarded by the court or by the arbitration panel as a consequence of such Trial with respect to the Remaining Client Claims.

"Trial Loss Coverage"

means the limits of insurance listed in an issued Policy in the event of a Trial Loss.

II. Duties of Redan

Redan shall have the following duties and obligations with respect to the Cost Insurance Program:

  1. On an ongoing basis, Redan shall review Data Points submitted by Law Firm to Redan, and, according to the Business Rules, confirm with Law Firm which contingent fee Lawsuits or Arbitration Proceedings identified by Law Firm constitute Eligible Cases subject to the Cost Insurance Program.
  2. For each submitted Lawsuit or Arbitration Proceeding, Redan shall 1) confirm that the matter constitutes an Eligible Case, 2) request further information from Law Firm, or 3) determine that the matter does not constitute an Eligible Case and remove the matter from handling under the Cost Insurance Program.
  3. For each Eligible Case, Redan shall confirm the coverage amount selected by Law Firm, and Redan shall electronically submit Law Firm's application for coverage through Redan's software integration to Broker, subject to any escalated Law Firm reviews and approvals in the Business Rules set forth in Schedule A. Law Firm hereby authorizes Redan to disclose to Broker the Data Points necessary for Broker to procure the Policy for the selected coverage amount or Default Coverage Amount (as defined herein).
  4. Upon Policy issuance, Redan shall notify Law Firm that the Eligible Case has been accepted for coverage and is now a Covered Case. In the event the Broker or Insurance Company do not issue a Policy for a submitted application for an Eligible Case, Redan will notify Law Firm.
  5. For each Covered Case, Redan shall advance on behalf of Law Firm the Insurance Premium due to the insurance company and Broker on a timely basis by the applicable due date.
  6. For each Covered Case, Redan shall set up a Case Register to track the Insurance Premium due, the Program Setup Fee, and all annual Program Service Fee assessments as applicable.
  7. For each Covered Case, Redan shall provide Law Firm's Representative with an electronic copy of the Case Invoice upon Policy issuance and upon request.
  8. For each Covered Case, in the event Law Firm notifies Redan that Pre-Trial Loss Coverage or Trial Loss Coverage has been triggered, Redan will assist Law Firm's Representative in filing any Coverage Claims under the Policy. Law Firm acknowledges that coverage decisions shall be determined based solely upon the terms of the Policy and not by the terms of this Agreement.
  9. Redan shall keep true and complete records of all information in Redan's possession related to Law Firm's Covered Cases. Such information shall be the property of Law Firm at all times, and Law Firm shall have access to all such information.
  10. No changes in Redan's Program Services Fee shall be made by Redan after a Policy has been issued on a Covered Case. Any increase to Redan's Program Services Fee for new Policies issued under this Cost Insurance Program shall not be effective unless thirty (30) days' advance written notice is first provided to Law Firm.

III. Obligations of Law Firm

Law Firm shall have the following duties and obligations with respect to the Cost Insurance Program:

  1. In order for Law Firm to be eligible to utilize the Cost Insurance Program, all of Law Firm's Eligible Cases must participate in the Program.
  2. On an ongoing basis, as agreed upon by the Parties but not less than once per month, the Law Firm's Representative shall send to Redan the Data Points related to each newly filed contingent fee Lawsuit and Arbitration Proceeding to enable Redan to identify and confirm whether such filed cases qualify as Eligible Cases. Law Firm acknowledges that Redan solely relies on the Data Points provided by Law Firm to determine eligibility.
  3. For each identified Eligible Case, Law Firm's Representative shall electronically select the coverage amount for the Policy, and Law Firm's Representative shall electronically review, approve, and submit the related Policy application through Redan's software integration to Broker. In the event Law Firm's Representative does not select a coverage amount for an Eligible Case within 60 days after the Filing Date, Law Firm authorizes the procurement of a Policy for the Default Coverage Amount for such Eligible Case in accordance with the Business Rules, conditioned upon Law Firm's authorized signature on such Policy application. The Default Coverage Amount means the coverage amount for Policies issued related to the Eligible Case Type that Law Firm and Redan have established in the Business Rules set forth in Schedule A. Law Firm hereby authorizes Redan to disclose to Broker the Data Points necessary for Broker to procure the Policy for the selected coverage amount or Default Coverage Amount, as applicable.
  4. Law Firm shall keep accurate and complete records related to Covered Cases, including Case-Level Detail, Data Points, and Advanced Litigation Expenses, including invoices and other claim data required by the insurance company underwriting the Policy.
  5. Law Firm shall fully comply with all terms and conditions of any Policy issued under this Cost Insurance Program, including deadlines governing notice requirements, recordkeeping, and claim filing.
  6. Within thirty (30) days after coverage expires or terminates under a Policy, Law Firm shall remit to Redan all sums due for such Covered Case under this Agreement and as stated in the Case Invoice for the applicable date, which will include the sum of the Insurance Premium advanced by Redan, plus the Program Set Up Fee and Program Service Fee(s) assessed by Redan, as solely evidenced by the Case Register.
  7. Law Firm shall provide any information and disclosures about the Cost Insurance Program to Clients as may be required under Applicable Law.
  8. If Law Firm (i) breaches its obligations as required hereunder, (ii) defaults under any agreement with the Broker and/or the insurance company related to Policies, or (iii) cancels a Policy, and as a result Law Firm cannot make Claims or recover Claim Payments under any Policy, then Law Firm shall pay Redan the dollar amount equal to the Insurance Premium advanced by Redan plus the Program Set Up Fee and Program Service Fee(s) assessed by Redan as evidenced by the Case Register related to any and every such affected Policy.

IV. Exclusivity

Law Firm, during the Term of this Agreement, shall utilize Redan exclusively for the provision of Advanced Litigation Costs insurance coverage for its Eligible Cases.

V. Term and Termination

  1. The initial term of this Agreement ("Initial Term") shall end five (5) years from the Agreement Date.
  2. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term") unless terminated in compliance with this Section V.
  3. This Agreement may be terminated during the Term as follows:
    • By either Party for cause. "Cause" is defined as (i) a material breach of this Agreement that is not cured by the breaching party within thirty (30) days' prior written notice by the non-breaching party, or (ii) a Party filing bankruptcy or for reorganization, or having been adjudicated as bankrupt or insolvent, or having a liquidator, trustee, or regulator appointed over its affairs, and such adjudication or appointment is not discharged within thirty (30) days.
    • By either Party without cause upon ninety (90) days' prior written notice to the non-terminating party.
  4. Upon any termination subject to this Section V until the expiration of the Policies, Redan and Law Firm shall perform their respective obligations under this Agreement. The Parties agree that in the event this Agreement is terminated for Cause and upon Law Firm's failure to pay Redan any amount when due under the surviving obligations under this Agreement, Redan reserves the right to accelerate all amounts to be paid under Case Invoices as of the date of Law Firm's payment default. Within thirty (30) days of Law Firm's receipt of Redan's written notice of acceleration and default, the Law Firm shall pay Redan the total amount accrued on the Case Register as solely evidenced by the Case Register.

VI. Substitute Counsel

Law Firm shall promptly notify Redan if Law Firm is replaced by substitute counsel on any of Law Firm's Covered Cases. If such substitute counsel also maintains a Cost Insurance Program with Redan, then upon written acknowledgment signed by Law Firm, Substitute Counsel, and Redan, the Policy for such Covered Case shall be transferred to such substitute counsel, subject to the Policy's terms and conditions. If such substitute counsel does not maintain a Cost Insurance Program with Redan, then the coverage will lapse, unless the Law Firm shall pay Redan within sixty (60) days of the substitution (i) all amounts then due for such Covered Case, including the Insurance Premium advanced by Redan plus the Program Set Up Fee and Program Service Fee(s) assessed by Redan as evidenced by the Case Register; and, (ii) all Program Service Fees assessed after the substitution of counsel, within thirty (30) days after such fees are assessed annually.

VII. Inspection of Records

Law Firm agrees to cooperate in the management and maintenance of any records or data related to the Covered Cases, Policies, or this Agreement that Law Firm receives or maintains for the benefit of Redan and for Redan to perform its obligations hereunder, subject to attorney-client privilege. Law Firm shall, upon reasonable notice from Redan, make available for inspection and/or audit, during Law Firm's regular business hours, all records pertaining to the Covered Cases, Policies, or this Agreement, subject to attorney-client privilege. This Section VII shall survive termination of any Policy or this Agreement.

VIII. Confidential Information

In reliance upon the promises contained herein, the Parties may (at each Party's sole discretion) provide each other with certain documents and information regarding business and internal operations, including: (a) the identity of potential customers, suppliers, vendors, strategic partners, funding sources, and/or systems integrators; (b) descriptions and disclosures related to financial information, funding structures, methodologies, technologies, business strategies, plans of conducting and developing business, and product and service features and concepts; (c) information received by the Parties from others under agreements requiring confidentiality; and/or (d) oral or written disclosures that are either marked or otherwise identified as confidential or promptly followed by a written designation identifying the information as confidential. Such information shall be hereinafter referred to as the "Confidential Information." Confidential Information provided by the Parties to each other prior to the date of this Agreement is covered by the definitions and terms hereof. No information shall be deemed confidential that is or becomes publicly known (within the context it is provided by the disclosing Party), that was specifically and demonstrably known by the receiving Party prior to disclosure, or that the receiving Party becomes aware of from a third party who has the explicit right to possess the information and is under no legal or contractual restraint from disclosing it.

Any provision herein to the contrary notwithstanding, however, it is agreed that Redan's (a) customized insurance management software and utilities, and (b) customized electronic user interfaces, including any descriptions thereof and/or information pertaining thereto (collectively "Redan IP"), shall for purposes of this Agreement be deemed Confidential Information even though included within a patent description of public record. Further, it is agreed that any and all modifications, improvements, derivations, or extensions to such Redan IP (whether effected by the Parties jointly or by any Party individually) shall likewise be deemed Confidential Information and shall be and become the sole property of Redan without payment of any fee or royalty to any other party and without granting any licenses or other rights of use whatsoever to any other party.

Each Party shall treat the Confidential Information of the other as confidential and shall keep in strict secrecy and confidence any and all Confidential Information that they receive, obtain, assimilate, or have access to during the Parties' relationship, discussions, and/or negotiations. Each Party further agrees to not utilize the other Party's Confidential Information for any purpose whatsoever other than in conjunction with the other Party pursuant to this Agreement or another written agreement between the Parties. The Parties shall disclose the Confidential Information only to those individuals employed by them or other professional advisers as are necessary to the furtherance of the relationship between the Parties or to such other persons or entities with respect to whom the disclosing Party has given written permission to the receiving Party to disclose; provided, however, that such individuals to whom disclosure is made must agree to be bound by the terms of this Agreement prior to the receipt of Confidential Information.

IX. Covenants

  1. Each signatory represents that they have the requisite legal authority to enter into this Agreement and bind the Party they represent to the terms of this Agreement.
  2. Law Firm acknowledges that Law Firm's Representative has the legal authority to bind Law Firm to any other documents or agreements necessary to give effect to the terms contemplated herein and to carry out its obligations hereunder.
  3. Each Party represents that there is no claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity of any nature pending or, to such Party's knowledge, threatened against or by such Party that would prohibit such Party from fulfilling its duties and obligations under this Agreement.
  4. Each of the Parties shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the program contemplated by this Agreement.

X. Notices

All notices, approvals, and consents shall be in writing and shall be delivered (i) by personal delivery, (ii) by national overnight courier services, (iii) by certified or registered mail, return receipt requested, or (iv) via email by way of a PDF attachment thereto. Notice shall be effective upon receipt except for notice via email, which shall be effective only when the recipient, by return email or notice delivered by other method provided for in this Section, acknowledges having received the email (with an automatic "read receipt" or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section.) Such notices shall be sent to the applicable party or parties at the address and information specified below:

If to Redan:

Redan Holdings Group
736 N. Western Ave, Suite 184
Lake Forest, IL, 60045
Attn: Greg Zeeman
Email: Greg@redaninsurance.com

If to Law Firm:

Womble Bond Dickinson
100 Light Street, 26th Floor
Baltimore, MD 21202
Attn: Eryn Brasovan
Email: Eryn.Brasovan@wbd-us.com

XI. General Provisions

The Parties agree to act in good faith and hereto agree to do all acts and things and enter into such other documents and agreements so that all of the terms and conditions of this Agreement will be carried out at all relevant times as herein required to assure compliance.

This Agreement contains the entire understanding between the Parties and supersedes any and all previous agreements, written or oral, and amendments thereto with respect to the subject matter hereof.

This Agreement, including any Exhibits or Schedules, may only be amended, modified, or supplemented by an agreement in writing signed by each Party.

Redan may assign its rights and obligations under this Agreement to its successors and assigns with written notice to Law Firm. Law Firm may not assign its rights and obligations under this Agreement without the consent of Redan, which consent shall not be unreasonable withheld.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic transmittals of a Party's signature to this Agreement or any other document related to this Agreement shall be deemed the original signature of the transmitting Party for all legal purposes.

A waiver by a Party of any breach or default by the other Party under this Agreement shall not constitute a continuing waiver or a waiver of any subsequent act in breach or default hereunder.

Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

This Agreement (and any claims, causes of action or disputes that may be based upon, arise out of or relate to the transactions contemplated hereby or thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein or therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute, or otherwise) shall in all respects be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction).

Any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation thereof or the breach, termination or invalidity hereof shall be settled exclusively and finally by arbitration. Any such arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Chicago, Illinois, or in such other city in the United States as the parties to the dispute may designate by mutual written consent. Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The cost of arbitration shall be borne equally by the Parties.