UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK “IMPERIUM INSURANCE COMPANY, Plaintiff, -against- Case No. 1:19-cv-04866-JMF ELLEN M. WALKER, MICHAEL A. COLTON, AS PERSONAL REPRESENTATIVE OF LEE FORLENZA’S ESTATE AND GRANOFF, WALKER & FORLENZA, P.C., Defendants. ca pate ach Re i a lh STIPULATION AND PROPOSED PROTECTIVE ORDER

WHEREAS Plaintiff Imperium Insurance Company and Defendants Ellen M. Walker and Granoff Walker & Forlenza, P.C. having agreed to the following terms of confidentiality, and the Court having found that good cause exists for the issuance of an appropriately tailored confidentiality order pursuant to Rule 26(c) of the Federal Rules of Civil Procedure, it is hereby ORDERED that any person subject to this Order — including without limitation the parties to this action, their representatives, agents, experts and consultants, all third parties providing discovery in this action, and all other interested persons with actual or constructive notice of this Order — shall adhere to the following terms, upon pain of contempt: 1. Any person subject to this Order who receives from any other person any “Discovery Material” (i.e., information of any kind provided in the course of discovery in this action) that is designated as “Confidential” pursuant to the terms of this Order shall not disclose such Confidential Discovery Material to anyone else except as expressly permitted hereunder. 2. The person producing any given Discovery Material may designate as

Confidential only such portion of such material as consists of: a. previously nondisclosed financial information (including without limitation profitability reports or estimates, percentage fees, design fees, royalty rates, minimum guarantee payments, sales reports and sale margins); b. previously nondisclosed material relating to ownership or control of any non-public company; © previously nondisclosed business plans, product development information, or marketing plans; d. any information of a personal or intimate nature regarding any individual; & any trade secrets, proprietary business information, competively sensitive information or other information that would be detrimental to the conduct of that party’s business or the business of any of that party’s customers or clients; or f. any other category of information hereinafter given confidential status by the Court. 3. With respect to the Confidential portion of any Discovery Material other than deposition transcripts and exhibits, the producing person or that person’s counsel may designate such portions as “Confidential” by stamping or otherwise clearly marking as “Confidential” the protected portion in a manner that will not interfere with legibility or audibility. 4. If at any time prior to the trial of this action, a producing person realizes that some portion(s) of Discovery Material that that person previously produced without

limitation should be designated as Confidential, he may so designate by so apprising all parties in writing, and such designated portion(s) of the Discovery Material will thereafter be treated as Confidential under the terms of this Order. 5. Except with prior written consent of the producing person or by Order of the Court, no person subject to this Order other than the producing person shall disclose any of the Discovery Material designated by the producing person as Confidential to any other person whomsoever, except to: a. the parties to this action; b. counsel retained specifically for this action, including any paralegal, clerical and other assistant employed by such counsel and assigned to this matter; <. as to any document, its author, its addressee, and any other person indicated on the face of the document as having received a copy; d. any witness who counsel for a party in good faith believes may be called to testify at trial or deposition in this action, provided such person has first executed a Non-Disclosure Agreement in the form annexed as an Exhibit hereto; &. any person retained by a party to serve as an expert witness or otherwise provide specialized advice to counsel in connection with this action, provided such person has first executed a Non-Disclosure Agreement in the form annexed as an Exhibit hereto; f. outside litigation support services, including copying, eDiscovery processing and hosting, and jury consultant services.

g. stenographers engaged to transcribe depositions conducted in this action; and h. the Court and its support personnel. 6. Confidential Discovery Material shall be utilized by the receiving party and its counsel only for purposes of this litigation and for no other purposes. 7. Prior to any disclosure of any Confidential Discovery Material to any person referred to in subparagraphs 5(d), 5(e) or 5(f) above, such person shall be provided by counsel with a copy of this Protective Order and shall sign a Non-Disclosure Agreement in the form annexed as an Exhibit hereto stating that that person has read this Order and agrees to be bound by its terms. Said counsel shall retain each signed Non-Disclosure Agreement, hold it in escrow, and produce it to opposing counsel either prior to such person being permitted to testify (at deposition or trial) or at the conclusion of the case, whichever comes first. & AH Confidential Discovery Material filed with the Court, and all portions of pleadings, motions or other papers filed with the Court that disclose such Confidential Discovery Material, shall be filed under seal with the Clerk of the Court and kept under seal until further order of the Court. The parties will use their best efforts to minimize such sealing. In any event, any party filing a motion or any other papers with the Court under seal shall also publicly file a redacted copy of the same, via the Court’s Electronic Case Filing system, that redacts only the Confidential Discovery Material itself, and not text that in no material way reveals the Confidential Discovery Material. 9. Any party who either objects to any designation of confidentiality, or who, by contrast, requests still further limits on disclosure (such as “attorneys” eyes only” in extraordinary circumstances), may at any time prior to the trial of this action serve upon

counsel for the designating person a written notice stating with particularity the grounds of the objection or request. If agreement cannot be reached promptly, counsel for all affected persons will convene a joint telephone call with the Court to obtain a ruling. 10. Each person who has access to Discovery Material that has been designated as Confidential shall take all due precautions to prevent the unauthorized or inadvertent disclosure of such material. 11. If, in connection with this litigation, a party inadvertently discloses information subject to a claim of attorney-client privilege or attorney work product protection (“Inadvertently Disclosed Information”), such disclosure shall not constitute or be deemed a waiver or forfeiture of any claim of privilege or work product protection with respect to the Inadvertently Disclosed Information and its subject matter. 12. If a disclosing party makes a claim of inadvertent disclosure, the receiving party shall, within five business days, return or destroy all copies of the Inadvertently Disclosed Information, and provide a certification of counsel that all such information has been returned or destroyed. 13. Within five business days of the notification that such Inadvertently Disclosed Information has been returned or destroyed, the disclosing party shall produce a privilege log with respect to the Inadvertently Disclosed Information. 14. The receiving party may move the Court for an Order compelling production of the Inadvertently Disclosed Information. The motion shall not assert as a ground for entering such an Order the fact or circumstances of the inadvertent production. 15. The disclosing party retains the burden of establishing the privileged or protected nature of any Inadvertently Disclosed Information. Nothing in this Order shall limit the right of any party to request an in camera review of the Inadvertently Disclosed

Information. 16. This Protective Order shall survive the termination of the litigation. Within 30 days of the final disposition of this action, all Discovery Material designated as “Confidential,” and all copies thereof, shall be promptly returned to the producing person, or, at the receiving person’s option, shall be destroyed. Notwithstanding anything to the contrary, counsel of record for the Parties may retain one copy of documents constituting work product, a copy of pleadings, motion papers, discovery responses, deposition transcripts and deposition and trial exhibits. This Protective Order shall not be interpreted in a manner that would violate any applicable rules of professional conduct. 17. This Court shall retain jurisdiction over all persons subject to this Order to the extent necessary to enforce any obligations arising hereunder or to impose sanctions for any contempt thereof. 18. This Stipulation may be changed by further order of this Court, and is without prejudice to the rights of a Party to move for relief from any of its provisions, or to seek or agree to different or additional protection for any particular material or information. 19. This Stipulation may be signed in counterparts, which, when fully executed, shall constitute a single original, and electronic signatures shall be deemed original signatures.

SO STIPULATED AND AGREED. Dated: New York, New York November 21, 2019

SKARZYNSKI MARICK & BLACK LLP MORVILLO ABRAMOWITZ GRAND IASON & ANELLO P.C. By: Aaa exis J. Rogoski By: UA. One Battery Park Plaza, 32nd Floor Edward M. Spiro New York, NY 10004 Nicole C. Cassidy (212) 820-7765 Telephone 565 Fifth Avenue (212) 820-7740 Facsimile New York, New York 10017 [email protected] (212) 856-9600 Telephone (212) 856-9494 Facsimile Attorneys for Plaintiff Imperium Insurance [email protected] Company [email protected] Attorneys for Defendants Ellen M. Walker and Granoff, Walker & Forlenza, P.C.

SO ORDERED. Date: November2>, 2019 JES . FURMAN United States District Judge

This stipulation binds the parties to treat as confidential the documents so classified. This Court, however, has not reviewed the documents referenced herein; therefore, by so ordering this stipulation, the Court makes no finding as to whether the documents are confidential. That finding will be made, if ever, upon a document-by-document review pursuant to the procedures set forth in the Court’s Individual Rules and Practices and subject to the presumption in favor of public access to “judicial documents.” See generally Lugosch v. Pyramid Co. of Onondaga,

(2d Cir. 2006). To that end, the Court does not “so order” any provision (including but not limited to Paragraph 8) to the extent that it purports to authorize the parties to file documents under seal without a prior court order. See New York ex rel. Khurana v. Spherion Corp., No. 15-CV-6605 (IMF),

(S.D.N.Y. July 19, 2019).

EXHIBIT UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK “IMPERIUM INSURANCE COMPANY, Plaintiff, -against- Case No. 1:19-cv-04866-JMF ELLEN M. WALKER, MICHAEL A. COLTON, AS PERSONAL REPRESENTATIVE OF LEE FORLENZA’S ESTATE AND GRANOFF, WALKER & FORLENZA, P.C., Defendants. nnn nee ene ene nen NON-DISCLOSURE AGREEMENT

I, , acknowledge that I have read and understand the Protective Order in this action governing the non-disclosure of those portions of Discovery Material that have been designated as Confidential.

I agree that I will not disclose such Confidential Discovery Material to anyone other than for purposes of this litigation and that at the conclusion of the litigation I will return all discovery information to the party or attorney from whom I received it. By acknowledging these obligations under the Protective Order, I understand that I am submitting myself to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any issue or dispute arising hereunder and that my willful violation of any term of the Protective Order could subject me to punishment for contempt of Court.

Dated: poe