FUed in The District Courtof Travis County, TexasCause No. D-1-(IN-20-001052THE STATE OF ‘tEXAS.Plaintiff§v.MAR 05 2020 JGlOAt,4MVelva L Price, District ClerkIN THE DISTRICT COURT OFTRAVIS COUNTY, TEXASWINDHAVEN NATIONALINSURANCE COMPANYDefendant§§41911-1 JUDICIAL DISTRICTORDER APPOINTING LIQUIDATOR, PERMANENT INJIJNCTIONAND NOTICE OF AUTOMATIC STAYOn this day, the Court heard the Plaintiff’s Original Petition. Application for OrderAppointing Liquidator and Request for Injunctive Relief (“Application”) filed by the State ofTexas. at the request oI’the Commissioner of Insurance for the State of Texas (“Commissioner”).The Application requests an order placing Windhaven National Insurance Company (“Defendant”)into liquidation pursuant to Tex. Ins. Code Chapter 443. the Insurer Receivership Act. andappointing the Commissioner as Liquidator of l)efendant (“Liquidator”). The Application alsorequests a Permanent Injunction pursuant to Tex. Ins. Code§ 443 .008. restraining Defendant andits agents from conducting Defendant’s business, and restraining other parties from taking anyactions against Defendant or its property in violation of the Insurer Receivership Act.The State of Texas appeared by and through the Office of the Attorney General. Defendantappeared by and through its counsel of record. Having considered the Plaintifts verified petition.the evidence presented and the arguments of counsel, the Court finds that the Application shouldbe GRANTED, and enters this Order.IT IS, THEREFORE. ORDERED. ADJUDGED AND DECREED as foIlos:

I.FINDINGS OF FACT1.1Defendant is a Covered Person” as defined in Tex. Ins. Code1 .2Defendant does not have admitted assets at least equal to all its liabilities together with the§ 443.003.minimum surplus of 5,000,000 required to be maintained.1 .3Defendant will not have liquid assets to meet its next 90 days’ current obligations.1 .4The continued conduct of the business of Defendant would not be in the best interest ofDetCndants policyholders, creditors or the public.II. CONCLUSIONS OF LAW2.1‘[his Court has jurisdiction over the parties and the subject matter of’ this action under Tex.Ins. Code2.2§ 443.005(c).Grounds have been established to place Defendant into liquidation under Tex. Ins. Code§443.057. These grounds include, but are not limited to, the finding that Defendant isinsolvent as that term is defined in Tex. Ins. Code2.3In accordance with Tex. Ins. Code§443.004(a)( I 3)(B).§ 443.058. Plaintiff is entitled to an order of liquidation,and the Commissioner must be appointed as Liquidator of Defendant pursuant to Tex. Ins.Code 443.151.2.4The Liquidator shall be vested by operation of law with title to all of Defendant’s propertyas defined in Tex. Ins. Code§ 443.004(a)(20).Order Appointing 1.iquidator and Permanent InjunctionSuch property shall include property ofPage 2

kind or nature, whether real, personal, or mixed, including but not limited to money,, stock, bonds, account deposits. statutory deposits. special deposits. contents of safedeposit boxes, funds held in shared. escrow or trust accounts. retainages and retainers.letters of credit, real estate. fixtures, furniture. equipment. books, records, documents andinsurance policies, intellectual property, computer software and systems, informationtechnology, internet domain names, patents and intangible assets. whether ownedindividually, jointly, or severally, wherever located, and all rights, claims or causes ofaction belonging to Defendant, whether asserted or not, including but not limited toaccounts receivable. notes, premiums. subrogation. insurance and reinsurance proceeds.and all licenses held by Defendant (collectively. Defendant’s Property). The Liquidator’stitle shall extend to Defendant’s Property regardless of the name in which such items areheld, or where such items are located.2.5Pursuant to Tex. Ins. Code§ 443.1 51(a). the Liquidator shall be directed to take possessionand control of Defendant’s Property, wherever located.2.6The Liquidator may act as he deems necessary or appropriate to perform his duties pursuantto Tex. Ins. Code§ 443.151. The Liquidator shall have all the powers of Defendant’sdirectors, officers and managers, and the authority of such persons is suspended except asspecifically permitted by the Liquidator or his designees.2.7Defendant and Defendant’s agents shall be required to cooperate with the Liquidator andhis designees pursuant to Tex. Ins. Code2.8Pursuant to Tex. ins. Code§ 443.010.§ 443.008(c). an automatic stay isin effect with respect toactions against Defendant or its property. effective on the commencement ofOrder Appointing liquidator and PermanentInjunctionPage 3

proceeding. Pursuant to Tex. Ins. Code§ 443 .008(d). an automatic stay is in effect withrespect to actions against insureds of Defendant, commencing on the entry of this Order.In addition to the stays under Tex. Ins. Code§ 443.008, a stay shall be in effect upon thedesignation of Defendant as an “impaired insurer” pursuant to Tex. Ins. Code2.9Pursuant to Tex. Ins. Code§462.309.§ 443.008(a). this Court may issue any stay or injunction asnecessary or appropriate to carry out the Insurer Receivership Act. It is necessary for thisCourt to issue a permanent injunction pursuant to Tex. Ins. Code§ 443.008(a) to carry outthe provisions of Tex. Ins. Code Chapter 443. and prevent irreparable injury, loss anddamage to the general public and Defendant’s creditors. A necessity exists to enjoinDefendant and Defendant’s agents from conducting Defendant’s business, except asspecifically permitted by the Liquidator or his designees: to enjoin financial institutions ordepositories from taking any actions in connection with Defendant’s property, except asdirected by the Liquidator or his designees: and to enjoin all claimants or creditors fromasserting claims or causes of action against Defendant, except as permitted by the InsurerReceivership Act.2.10Pursuant to Tex. Ins. Code§443.15 1(a). this proceeding is exempt from any dormancyrequirements.2.11Tex. Ins. Code§ 443.001(b) provides that the Insurer Receivership Act may not beinterpreted to limit the powers granted to the Commissioner under other provisions of law.Accordingly. this Order shall not be construed as a limitation of the Commissioner’spowers granted under such provisions.Order Appointing Liquidator and Permanent Inj unctionPage 4

III. APPOINTMENT OF LIQUIDATORThe Commissioner is appointed as Liquidator of Defendant, and granted the followingpowers:3.1The Liquidator has all powers and authority granted by the Insurer Receivership Act.specifically, without limitation. Tex. Ins. Code§ 443.15 1ci seq.and any and all otherpowers and authority under applicable statutes and the common law of this State.3.2Pursuant to Tex. Ins. Code§ 443.15 1(a). title to all of Defendant’s Property. including hutnot limited to all the assets and rights described in this Order, is vested in the Liquidator.The Liquidator is authorized to take control and possession of Defendant’s Property.wherever located, and remove all such property from Defendant’s premises.3.3Pursuant to Tex. Ins. Code§ 443.154(w), the Liquidator is vested with all of Defendant’srights. The Liquidator is authorized to direct, manage. and supervise Defendant’s directors,officers, managers, employees or agents, and compensate them as he deems necessary fromDefendant’s funds, or to suspend or discharge such persons at his discretion.3.4The Liquidator has all of Defendant’s rights as the customer of a financial institution. TheLiquidator is authorized to withdraw Defendant’s Property from any banks. financialinstitutions and other depositories, agencies of any state or the federal government, and anyother entities, or continue the operation of any accounts of Defendant, at his discretion.3.5The Liquidator is vested with all legal remedies available to Defendant pursuant to Tex.Ins. Code§ 443.154(w). The Liquidator is authorized to tile. prosecute. defend, or settleOrder Appointing Liquidator and Permanent InjunctionPage 5

any action as he deems necessary. including any action to enforce the provisions of thisOrder.3.6Pursuant to Tex. Ins. Code§ 443.154(k). the Liquidator may enter into contracts asnecessary to perform his duties and may assume or reject any executory contract orunexpired lease to which Defendant is a part ’ at his discretion pursuant to Tex. Ins. Code§ 443.013.3.7The Liquidator is authorized to change the locks on any property owned. leased. oroccupied by Defendant.3.8The Liquidator is authorized to exclude any person from any property owned, leased oroccupied by Defendant, at his discretion.3.9The Liquidator is authorized to receive, collect. control. open and review all mail addressedto or intended for Defendant, or arriving at Defendant’s address.3.10Tex. Ins. Code§ 443.154(a) authorizes the Liquidator to appoint a Special Deputy andemploy or contract with legal counsel and other personnel as he deems necessary. Pursuantto Tex. Ins. Code § 443.015(e). the Liquidator is authorized to set the compensation of anysuch Special Deputy or other persons as he deems necessary and pay for such services fromDefendant’s funds. The Liquidator’s designees and any Special Deputy appointed underTex. Ins. Code§ 443.154(a) have all the rights and powers of the Liquidator. subject to anylimitations imposed by the Liquidator.3.1 1Pursuant to Tex. Ins. Code§ 443.008(m). the Commissioner is not required to file a bondin connection with this proceeding. in his capacity as Liquidator or otherwise.Or&r Appointing Liquidator and PermanentInjunctionPage 6

3.12In accordance with Tex. Ins. Code§443.151(a). any successor to the Commissioner shallbe appointed as the Liquidator of Defendant. In the event a successor is appointed to bethe Commissioner, the successor shall become the Liquidator upon his appointment asCommissioner. and the former Commissioner shall be discharged as Liquidator as a matterof law.3.13The enumeration of the Liquidators powers and authority in this Order shall not beconstrued as a limitation on the Liquidator to take any action authorized by the InsurerReceivership Act or other applicable law that is not specified in this Order.IV. PERMANENT INJUNCTIONThe Clerk of this Court shall issue a Permanent Injunction against the persons and entitiesnamed below, with the following force and effect:TO:Defendant and its agents. including but not limited to:Defendanfs current and former ofticers. directors. underwriters, managersand employees, including hut not limited to. Jimmy Eric Whited: SusanBeth Wollenberg; Benjamin .Joel Turner: Hugh O’Donnell: John LieNielson; Elliot L. Backerman: Edward Dew: Robert J. Forness: JohnRosilier; Stephen Simeonidis: Bryan Deutsch: owners and affiliates.including but not limited to, Whited and Sons. LLC: Whited Family Trust;Windhaven Top Insurance Holdings. LLC: Windhaven ClaimsManagement. LLC; Windhaven National Holding Company; WindhavenInsurance Services. LLC: The Hearth Insurance Group. LLC: WindhavenUnderwriters. LLC; Windhaven Select. LLC: Windhaven InsuranceHoldings Corporation; Windhaven Insurance Ltd.: Armi Limited CaptiveSegregated Cell: Artex SAC Limited (Whited Red); R&Q Limited WhitedGreen: Universal Re-Insurance Company (Dixie Red): Artex SAC Limited(Whited Silver); R&Q Limited (Whited Gold): Universal ReinsuranceCompany (Whited Grey); Clutch Analytics. LLC: and Clutch WholesaleInsurance Agency, LLC: local recording agents, managing general agents,agents. third party administrators, representatives. associates. servants.adjusters, attorneys and accountants. including hut not limited to. Morgan.Lewis & Bockius. LLP: Greenberg Traurig. LLP: Alvarez & MarsalOrder Appointing Liquidator and Permanent InjunctionPage 7

Holdings, LLC; Atalaya Capital Management. LP: Greenlight Capital, Inc.and those acting in concert with them;Financial institutions, includini but not limited to:any and all banks, savings and loan associations; trust companies: creditunions: welfare trusts; or any other financial or depository institutions in thepossession of any of Defendant’s property, including but not limited to.City National Bank of Florida: US Bank: Comerica and UBS FinancialServices. Inc andAll other parties. including but not limited to:creditors, claimants, insurers, intermediaries, attorneys and all otherpersons, associations, corporations. or any other legal entities assertingclaims or causes of action of any kind against Defendant, or in possessionof any of Defendant’s Property. and the United States Postmaster.Each of you are hereby RESTRAINED and ENJOINED from taking any and all of thefollowing actions:4.1Doing, operating, or conducting Defendant’s business under any charter, certificate ofauthority, license, permit, power or privilege belonging to or issued to Defendant, orexercising any direction, control, or influence over Defendant’s business, except throughthe authority of the Liquidator or his designees:4.2Transacting any business of Defendant’s in any manner except through the authority of theLiquidator or his designees:4.3Wasting, disposing of, converting. dissipating, or concealing, in any manner, any ofDefendant’s Property;4.4Using. releasing. transferring, selling, assigning. canceling. hypothecating. withdrawing,allowing to be withdrawn. offsetting. asserting ownership ot concealing, in any manner.or removing from this Court’s jurisdiction or from Defendant’s place of business, any ofDefendant’s Property, or any other items purchased by Defendant, or any items intoOrder Appointing liquidator and Permanent IniunctionI’age 8

such property has been transferred, deposited or placed, or any other items owned byDefendant’s, wherever located, except through the authority of the Liquidator or hisdesignees;4.5Releasing, transferring, selling, assigning or asserting ownership ot in any manner, anyclaims, accounts receivable, or causes of action belonging to Defendant, whether assertedor not, except through the authority of the Liquidator or his designees:4.6Doing anything. directly or indirectly, to prevent the Liquidator or his designees fromgaining access to. acquiring, examining, or investigating any of Defendant’s Property orany other property. books. documents. records, or other materials concerning Defendant’sbusiness, under whatever name they may be found:4.7Obstructing or interfering in any way with the conduct of this proceeding or any incidentalinvestigation as prohibited by Tex. Ins. Code4.8§ 443.010(b);Interfering with these proceedings or with the lawful acts of the Liquidator or his designeesin any way;4.9Intervening in this proceeding for the purpose of obtaining a payment from the receivershipestate of Defendant as prohibited by Tex. Ins. Code4.10§ 443.005(i);Making any claim, charge or offset, or commencing or prosecuting any action. appeal. orarbitration, including administrative proceedings. or obtaining any preference. judgment.attachment. garnishment, or other lien, or making any levy against Defendant. Defendant’sProperty or any part thereof, or against the Liquidator, except as permitted by the InsurerReceivership Act.Order Appointing Liquidator and Permanent InlunetionPane 9

EACH OF YOU ARE FURTHER SPECIFICALLY ORDERED to make available anddisclose to the Liquidator or his designees the nature, amount, and location of Defendant’sProperty, and immediately surrender all such property to the Liquidator or his designees.DEFENDANT AND DEFENDANTS AGENTS ARE FURTHER ORDERED tocooperate with the Liquidator, or his designees as required by Tex. Ins. Code§ 443.010(a).IT IS FURTHER ORDERED that the United States Postmaster and any other deliveryservices shall deliver to the Liquidator any items addressed to or intended for Defendant.V. STAY OF PROCEEDINGS5.1An automatic stay is in effect with respect to actions against Defendant or its property asprovided in Tex. Ins. Code§ 443.008(c). In accordance with Tex. Ins. Code § 443.008(f).such stay of actions against Defendant is in effectforthe duration of this proceeding. andthe stay of actions against Defendanfs property is in effect for as long as the propertybelongs to the receivership estate.5.2An automatic stay is in effect with respect to actions against a party insured by Defendantas provided in Tex. Ins. Code§ 443.008(d). Such stay shall continue for 90 days after thedate of this Order, or such further time as ordered b’ this Court.VI. CONTINtJATION OF COVERAGE6.1All reinsurance contracts by which Defendant has assumed insurance obligations ofanother insurer are canceled upon entry of this order pursuant to Tex. Ins. Code§ 443.152(a).Order Appointing Liquidator and Permanent InjunctionPage 10

6.2Unless further extended by the Liquidator with the approval of this Court pursuant to Tex.Ins. Code§ 443.152(b), all policies, insurance contracts, surety bonds or suretyundertakings issued by Defendant in effect at the time of issuance this order shall continuein force only until the earlier of:(a)the 30th day after the date of entry of this order:(b)the date of’expiration of the policy coverage;(c)the date the insured has replaced the insurance coverage or otherwise terminatedthe policy;(d)the date of any transfer of a policy obligation by the Liquidator pursuant to Tex.Ins. Code(e)§ 443.154(h); orthe date proposed by the Liquidator to cancel coverage.VII. OTHER ORDERS7.1This Order shall issue and become effective immediately and shall continue in full forceand effect until the entry of an order by this Court teninating liquidation under Tex. Ins.Code7.2§ 443.352.Pursuant to Tex. Ins. Code § 443.055. this Order constitutes a final judgment. provided thatthis Court shall retain jurisdiction to issue further orders pursuant to the InsurerReceivership Act.7.3The State of Texas and the Attorney General of Texas shall have a claim for reasonableattorneys fees and court costs, provided that the amount and payment of such claim arcsubject to the provisions of Tex. Ins. Code Chapter 443.Order Appointing Liquidator and Permanent Inj unctionPage II

,2020. 7.4.m.In accordance with Tex. Ins. Code § 443.001(b). this Order does not limit the rights of theCommissioner or the Texas Department of Insurance to take any administrative action orissue any administrative order.7.5Notice of Plaintiff’s petition and this Order shall be provided under Tex. Ins. Code§ 443.052(b) by first class mail or electronic communication.7.6Pursuant to Tex. Ins. Code § 443.007(e). the Liquidator may provide notice of anyapplication in the time periods prescribed in Rule 21a of the Texas Rules of Civil Procedureif he determines that an expedited hearing is necessary. In accordance with Tex. Ins. Code§ 443.007(d), the Liquidator may provide notice of any application by first class mail,electronic mail, or facsimile transmission, at his discretion.7.7Anyone over the age of 18 whom is not a party tonorinterested in the outcome of this suitmay serve all citations, writs and notices in this cause.7.8All of the foregoing is subject to further orders of this Court.SIGNEDatAustin,TravisCounty.Texas.atI VELVA L. PRICE, District CIerkl’ravls County1 Toxaz do hereby ceIfy that thIs Isa true and correct copy as same appears ofrecord In my offIceInss ry hand and seal ofoffice on(Z(ZOVELVA .P EADISTRICT CLERKBy Deputy:onthisthedayofoclockJUDGE PRESIDING*Order Appointing Liquidator and Permanent JnunctionPage 12