Source document (2025-11-24)

Summary

Exhibit A, filed 11/24/25 as Doc 1146-1 in Case 24-11217-BLS in the Bankruptcy Court for the District of Delaware, holds two proofs of claim that Reed Smith LLP filed on August 02, 2024: Claim No. 4 against Vyaire Holding Company and Claim No. 144 against Vyaire Medical, Inc. The addendum says Reed Smith and Covington & Burling LLP represented the debtors in an insurance coverage dispute over the recall of the enFlow product, including a suit against Westchester Surplus Lines Insurance Company in the Supreme Court of the State of New York, for a fee equal to 35% of any recovery. Reed Smith asserts a vested equitable ownership interest and attorney's lien in the debtors' claims in that action and marks the claim as secured. The engagement letters are attached.

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Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 2 of 35

Debtor; Vyaire Holding Company
UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Case Number: 24-11229

Official Form 410
Proof of Claim

FILED

Claim No. 4
August 02, 2024

By Omni Claims Agent
For U.S. Bankruptcy Court
District of Delaware

04/22

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a
request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents
that support the claim, such as promissory notes, purchase orders, invoices. itemized statements of running accounts, contracts, judgments, mortgages, and
security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, ar both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Carefully read instructions included with this Proof of Claim before completing

Identify the Claim

4. Who is the current creditor?

Reed Smith LLP

Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor

2. Has this claim been acquired
from someone else?

[X] No

3. Where should notices and
payments to the creditor be
sent?

Federal Rule of
Bankruptcy Procedure
(FRBP) 2002(g)

Where should notices to the creditor be sent?

Reed Smith LLP c/o Mark W. Eckard, Esquire

1201 N. Market Street, Suite 1500

Wilmington, DE 19801

Contact Phone 302.778.7546

Contact email

meckard@reedsmith.com

Where should payments to the creditor be sent? (if
different)

Contact Phone

Contact email

Uniform claim identifier for electronic payments in chapter 13 (if you use one)

4. Does this claim amend one
already filed?

LIBS

Yes Claim Number on court claims registry (if known}

Filed On

§. Do you know if anyone else
has filed a proof of claim for
this claim?

Who made the earlier filing?

Official Form 410

Proof of Claim
Give Information About the Claim as of the Date the Case Was Filed

No

|_| Yes Last 4 digits of the debtor's account or any number you use to identify the debtor:

6, Do you have any number you x]
use to identify the debtor? = =

7. How much is the claim? $ Does this amount include interest or other charges?
Xj No
Yes Attach statement itemizing interest, fees, expenses, or other
charges required by Bankruptcy Rule 3001(c)(2)(A).
8. What is the basis of the Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.
claim?

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).
Limit disclosing information that is entitled to privacy, such as health care information

**SEE ATACHED ADDENDUM
9. Is allorpartofthe claim [ | No
secured? XX] Yes The claim is secured by a lien on property
Nature of property:

|_| Real Estate If the claim is secured by the debtor's principal residence, file a Mortgage Proof of Claim
Attachment (Official Form 410-A) with this Proof of Ciaim
|| Motor Vehicle

(X] Other —_ Describe: **SEE ATTACHED ADDENDUM

Basis for perfection: SEE ATTACHED ADDENDUM

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example,
a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or

recorded.
Value of Property: $
Amount of the claim that is secured: $
Amount of the claim that is unsecured: $ (The sum of the secured and
unsecured amounts should match the
amount in line 7).
Amount necessary to cure any default as of the date of the petition: $
Annual Interest Rate: (when case was filed) %
X] Fixed
Cl Variable
10.|s this claim based ona {K] No
lease? |_| Yes Amount necessary to cure any default as of the date of the petition. $
11.\Is this claim subjecttoa {K] No
right of setoff? [_] Yes Identify the property:

12. (s this claim for the value [X] Ne
of goods received bythe [| Yes Amount of 503(b)(9) Claim: $
debtor within 20 days
before the
commencement date of
this case
(11 U.S.C. § 503(b)($)).?

Official Form 410 Proof of Claim
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 4 of 35

13. Is allor part of the claim =X. No

entitled to priority under Yes Amount entitled to priority

Cheek one:

11 U.S.C. § 507(a)?

A claim may be partly
priority and partly
nonpriority. For example.
in some categories, the
law limits the amount
entitled to priority.

Domestic support obligations (including alimony and child support) under
11 U.S.C. § 507(a)(1){A) or (a}(1}(B). $

Up to $3,350* of deposits toward purchase, lease, or rental! of property or services
for personal, family, or household use. 17 U.S.C. § 507(a)(7). $

Wages, salaries, or commissions (up to $15,150*) earned within 180 days before
the bankruptcy petition is filed or the debtor's business ends, whichever is earlier. 5

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8). $
Contributions to an employee benefit plan 11 U.S.C. § 507(a)(5). $
Other. Specify subsection of 11 U.S.C. § 507(a}{___) that applies. $

* Amounts are subject to adjustment on 4/01/25 and every 3 years after that for cases begun on or after the date of adjustment

The person completing
this proof of claim must
sign and date it.

If you file this claim
electronically, FRBP
5005(a)(2) authorizes
courts to establish local
rules specifying what a
signature is.

A person who files a
fraudulent claim could be
fined up to $500,000,
imprisoned for up to 5
years, or both.

18 U.S.C. §§ 152, 157, and
3571.

Official Form 410

Check the appropriate box:

X| | am the creditor

|") (am the creditor's attorney or authorized agent.

{_] | am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.
{| | am the guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

| understand that an authorized signature on this Proof of Claim serves as an acknowlegment that when calculating the
amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

| have examined the information in this Proof of Carn and have a reasonable belief that the information is true
and correct.

| declare under penalty of perjury that the foregoing is true and correct

Executed on date 8/2/2024
MM / DD / YYYY

/s/ Bert Wells

Signature

Print the name of the person who is completing and signing this claim:

First Name Middle Name ~~ Last Name
Title Partner
Identify the corporate servicer as the company if the authorized agent is a servicer
599 Lexington Avenue, 22nd Floor
Address

New York, NY 10022

bert.wells@reedsmith.com

212.521.5400

Contact Phone Email

Proof of Claim
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page5of35

Fill in this information to identify the case:

Debtor 1 Vyaire Holding Company

Debtor 2
(Spouse, if filing}

United States Bankruptcy Court for the: District of Delaware

Official Form 410

Proof of Claim 04/22

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to
make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any
documents that support the claim, such as promissory notes, purchase orders, invoices, ttemized statements of running accounts, contracts, judgments,
mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not availabie,
explain in an attachment.

A person who files a fraudulent claim could be fined up to $500.000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Part | identify the Claim

1.

Wn ene current Reed Smith LLP
Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor

2. Has this claim been wi No

acquired from

someone lee? CL) Yes. From whom?

3. Where should notices Where should notices to the creditor be sent? Where should payments to the creditor be sent? (if
and payments to the different)
? .
creditor be sent Reed Smith LLP (Attn: Mark W. Eckard, Esq.)
Bankruptcy Procedure .
(FRBP) 2002(g) 1201 N. Market Street, Suite 1500
Number Street Number Street
Wilmington DE 19801
City State ZIP Code City State ZIP Code
Contact phone 302.778.7546 Contact phone
Contactemai Meckard@reedsmith.com Contact email

Uniform claim identifier for electronic payments in chapter 13 (if you use one):

4. Does this claim amend i No

one already filed? CL} Yes. Claim number on court claims registry (if known) Filed on

MM / DD yyy

5. Do you know if anyone W No

else has filed a proof ==) yes, who made the earlier filing?
of claim for this claim?

Official Form 410 Proof of Claim page 1
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page6of35

Give Information About the Claim as of the Date the Case Was Filed

6. Bo you have any number w No

you use to identify the
debtor?

7. How much is the claim?

8. What is the basis of the
claim?

19. Is all or part of the claim
secured?

10. Is this claim based ona
lease?

11. Is this claim subject toa
right of setoff?

Official Form 410

CQ) Yes. Last 4d gits of the debtor's account or any number you use to identify the debtor:

$*SEE ATTACHED ADDENDUM. Does this amount include interest or other charges?

C) No

C) Yes. Attach statement itemizing interest, fees, expenses, or other
charges required by Bankruptcy Rule 3001(c)(2)(A).

Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information.

“SEE ATTACHED ADDENDUM

No

Yes. The claim is secured by a lien on property

Nature of property:

C) Real estate. If the claim is secured by the debtor's principal residence, file a Mortgage Proof of Ciaim
Attachment (Official Form 410-A)} with this Proof of Claim.

CJ Motor vehicle
a Other. Describe: **SEE ATTACHED ADDENDUM

**SEE ATTACHED ADDENDUM
Basis for perfection:

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for
example, a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has
been filed or recorded.)

Value of property: $

Amount of the claim that is secured: S

Amount of the claim that is unsecured: $ (The sum of the secured and unsecured

amounts should match the amount in line 7.}

Amount necessary to cure any default as of the date of the petition: §

Annual Interest Rate (when case was fied) V3
Fixed
Q) variable
WY no
QC Yes. Amount necessary to cure any default as of the date of the petition. 3

Wi No

C) Yes. Identify the property:

Proof of Claim page 2
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 7 of 35

12. ts all or part of the claim

entitied to priority under

11 U.S.C. § 507(a)?

A claim may be partly
priority and partly
nonpriority. For example,
in some categories, the
law limits the amount
entitled to priority.

Sign Below

Wi No

L} Yes. Check one: Amount entitled to priority

(J Domestic support obligations (including alimony and child support) under
11 U.S.C. § 507(a)(1)(A) or {a)(7)(B). $

Q Up to $3,350* of deposits toward purchase, lease, or rental of property or services for
personal, family, or household use. 11 U.S.C. § 507(a)(7). $

QO Wages, salaries, or commissions (up to $15,150*) earned within 180 days before the
bankruptcy petition is filed or the debtor's business ends, whichever is earlier. $

11 U.S.C. § 507(a)(4).

C) Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8). $
QJ Contributions to an employee benefit plan. 11 U.S.C. § 507(a)(5). $
C) other. Specify subsection of 11 U.S.C. § 507(a)(__) that apples. $

* Amounts are subject to adjustment on 4/01/25 and every 3 years after that for cases begun on or after the date of adjustment.

The person completing
this proof of claim must
sign and date it.

FRBP 9011(b).

\f you file this claim
electronically, FRBP
§005(a)(2) authorizes courts
to establish local rules
specifying what a signature
is.

A person who files a
fraudulent claim could be
fined up to $500,000,
imprisoned for up to 5
years, or both.

18 U.S.C. §§ 152, 157, and
3571.

Check the appropriate box:

WM 1am the creditor,

CL] | am the creditor's attorney or authorized agent.

C) | am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.
Ci tama guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

| understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the
amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

| have examined the information in this Proof of Claim and have a reasonable belief that the information is true
and correct.

| declare under penalty of perjury that the foregoing is true and correct

Executed on date 08/02/2024
MM? DD 7 YYYY

/s/ Bert Wells

Signature

Print the name of the person who is completing and signing this claim:

Name Bert Wells
First name Middle name lastname

Title Partner

Company Reed Smith LLP

Identify the corporate servicer as the company if the authorized agent is a servicer.

Address 599 Lexington Avenue, 22nd Floor
Number Street
New York NY 10022
City State ZIP Code
Contact phone 212.521.5400 Email bert.wells@reedsmith.com

Official Form 410

Proof of Claim page 3
Case 24-11217-BLS Doc1146-1 Filed11/24/25 Page 8of 35

ADDENDUM TO PROOF OF CLAIM
FILED BY

REED SMITH LLP

I. CLAIMANT

l. The claimant is Reed Smith LLP (“Reed Smith’’).

2. Reed Smith has offices at 599 Lexington Avenue, New York, New York, 10022-
7650.

3. Bert Wells, a Partner of Reed Smith, is authorized to make this claim on behalf of
Reed Smith.

II. BASIS FOR CLAIM

4, Reed Smith and Debtors Vyaire Medical Inc. and Vyaire Holding Company
(collectively, the “Debtors”) are parties to the letter agreement dated as of October 1, 2023 (the
“Reed Smith Engagement Letter’), providing for and governing Reed Smith’s representation of
the Debtors in connection with an insurance coverage dispute related to recovery of the Debtors’
insured fosses attributable to the recall of the Debtors’ enF low product (the “Dispute”), which
representation includes, among other things, serving as counsel for the Debtors in the civil action
styled as Vyaire Holding Company & Vyaire Medical, Inc. v. Westchester Surplus Lines Insurance
Company, et al., pending in the Supreme Court of the State of New York, Commercial Division,
Case No. 652428/2020 (the “Insurance Coverage Action”).

5. As set forth in the Reed Smith Engagement Letter, Reed Smith’s representation of
the Debtors in connection with the Dispute, including the Insurance Coverage Action, is subject

to the terms of the letter agreement between Covington & Burling LLP (“Covington”) and the
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page9of 35

Debtors dated April 1, 2020 (the “Covington Engagement Letter” and, together with the Reed
Smith Engagement Letter, the “Engagement Letters”). The Debtors agreed in the Reed Smith
Engagement Letter that, among things, Reed Smith’s “representation of Vyaire is subject to the
terms of the [Covington Engagement Letter], read as if [Reed Smith] and Covington jointly stood
in the shoes of Covington alone.”

6. Since the effective dates of their respective Engagement Letters, Covington and
Reed Smith, together (the “Firms’”), have represented the Debtors in connection with the Dispute,
including the Insurance Coverage Action, in exchange for a fee equal to 35% of any recovery
received by the Debtors in connection therewith (the “Fee”), subject to a Trial Exception. ' With
respect to the Trial Exception, the parties agreed that if trial preparation and trial was required to
resolve the Dispute, they would, in good faith, discuss and agree upon the terms of a supplemental
fee (the “Supplemental Fee’) in addition to the Fee for the Firms’ continued representation of the
Debtors in connection with trial preparation and trial (and subsequent proceedings).

7. On May 9, 2022, the Debtors filed a Notice of Issue in the Insurance Coverage
Action stating that all discovery known to be necessary had been completed and that the Insurance
Coverage Action was ready for trial. All summary judgment motions and appeals thereof have
been decided in the Insurance Coverage Action, and the case is trial ready. Trial preparation began
prior to the Petition Date,” thus the conditions to the Trial Exception under the Engagement Letter
were satisfied prepetition.

8. Pursuant to applicable law, Reed Smith has a vested equitable ownership interest

and attorney’s lien in the Debtors’ causes of action and claims in the Insurance Coverage Action

' Capitalized terms not defined herein have the meanings given to them in the Engagement Letters.

2 Te. June 9, 2024.
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 10 of 35

and related books and records (the “Vested Ownership Interest’), which attach “to any verdict,
report, determination, decision, award, settlement, judgment, or final order” in the Debtors’ favor,
and “the proceeds thereof in whatever hands they may come.” N.Y. Judiciary Law § 475; see In
re A. Tarricone, Inc., 76 B.R. 53, 56 (Bankr. S.D.N.Y. 1987) (“[T]he lien takes effect from the
time the services were commenced, and a trustee in a subsequent bankruptcy case involving the
client takes the property of the estate subject to such lien.”); LMWT Realty Corp. v. Davis Agency
Inc., 649 N.E.2d 1183, 1186 (N.Y. 1995) (“[T]he charging lien does not merely give an attorney
an enforceable right against the property of another, it gives the attorney an equitable ownership
interest in the client’s cause of action.”).

9. Thus, upon execution of the Reed Smith Engagement Letter, Reed Smith acquired
its share of the Vested Ownership Interest. LMWT Realty Corp. v. Davis Agency, 649 N.E.2d at
1186 (the attorney’s lien “is something more than a mere claim against either property or proceeds;
[the attorney’s lien] is a vested property right created by law and not a priority of payment.”); see
also Inre A. Tarricone, Inc., 76 B.R. at 56 (“[T]he lien takes effect from the time the services were
commenced, and a trustee in a subsequent bankruptcy case involving the client takes the property
of the estate subject to such lien.”). Thus, the Charging Lien “is something more than a mere claim
against either property or proceeds; [the Charging Lien} is a vested property right created by law
and nota priority of payment.” LMWT Realty Corp. v. Davis Agency, 649 N.E.2d at 1186 (internal
quotation marks and citation omitted) (emphasis added).

10. Accordingly, Reed Smith asserts (a) a prepetition equitable ownership interest in
and secured claim against the Debtors for the Fee in the amount of 35% of any recovery obtained
by the Debtors n the Insurance Coverage Action, which as of the date of this Proof of Claim has

been earned; and (b) a prepetition equitable ownership interest in and secured claim against the
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 11 of 35

Debtors for the Supplemental Fee in connection with trial preparation in the Insurance Coverage
Action as contemplated by the Trial Exception as set forth in the Engagement Letter, in an amount
to be determined (collectively, the “Claim’’).

I. SUPPORTING DOCUMENTATION

11. | The Engagement Letters support this Claim and true and correct copies thereof are
attached hereto (the Covington Engagement Letter is attached as Exhibit | to the Reed Smith
Engagement Letter, redacted solely to keep confidential a conflicts-related disclosure identifying
a client of Covington’s unrelated to the Debtors).

IV. CREDITS AND SETOFF

12. This Claim is not subject to any setoffs, defenses, or counterclaims by the Debtors.
To the extent, however, that the Debtors, or either of them, assert claims against Reed Smith or
Covington, Reed Smith reserves the right to assert that any such claims are subject to rights of
setoff or recoupment.

V. RESERVATION OF RIGHTS

13. Reed Smith reserves the right, for any reason, to amend, modify, supplement,
restate, or withdraw this Claim in any manner, including without limitation, with respect to the
amount, priority, or security of this Claim or the identity of the entities liable thereon. Reed Smith
also reserves the right to seek payment of any portion of this Claim under 11 U.S.C. § 503(b) or
otherwise.

14. Nothing in this Claim shall be deemed a waiver of any rights or remedies that Reed
Smith has or may have under the Engagement Letters, or applicable law, or the benefit of

subordination of any other claims. All such rights and remedies are expressly reserved.
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 12 of 35

15.

Reed Smith reserves all its rights relating to any chapter 11 plan of reorganization

or liquidation.

VI.

16.

17.

The filing of this Claim is not and shall not be deemed or construed as:

a.

g.
NOTICES

Reed Smith’s waiver of any of its rights to file or otherwise assert any other
claim against the Debtors or either of them, including an administrative
claim under 11 U.S.C. § 503 or claims based upon indemnity, contribution,
quantum meruit, or unjust enrichment;

Reed Smith’s waiver of any procedural or substantive rights, claims or
defenses with respect to any claim that has been or may be asserted against
Reed Smith by either of the Debtors or any other person or entity;

Reed Smith’s consent to the jurisdiction of the United States Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court’) or any other
court except for the determination of the amount and priority of this Claim;

Reed Smith’s consent to a jury trial in the Bankruptcy Court;

Reed Smith’s waiver or release of any of its rights to have any and all final
orders in any and all non-core matters or proceedings entered only after a
de novo review by a United States District Court;

Reed Smith’s waiver or release of any of tts rights to move to withdraw the
reference with respect to the subject matter of this Claim, any objection to
this Claim, or any other proceeding that may be commenced in any of the
bankruptcy cases of the Debtors or any of their affiliated debtors against or
otherwise involving either of the Firms; or

an election of remedies.

All notices with respect to this Claim should be sent to:

REED SMITH LLP REED SMITH LLP

1201 North Market Street, Suite 1500
Wilmington, Delaware 19801
Attn: Mark W. Eckard, Esq.

599 Lexington Avenue
New York, New York 10022-7650
Attn: Bert Wells, Esq.
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 13 of 35

ReedSmith Reed Smith tip

Driving progress 599 Lexington Avenue
through partnership New York, NY 10022-7650
Bert Wells

+
Direct Phone: +1 212 549 0323 1 212 521 5400

: +1212

As of October 1, 2023

By Email

John Bibb

General Counsel

Vyaire Medical !nc.

26125 N. Riverwoods Blvd.
Mettawa, IL 600455

john. bibb@vyaire.com

Dear John:

We at Reed Smith LLP are very pleased to have been invited to undertake the representation of Vyaire Medical
Inc. and Vyaire Holding Company (collectively, “Vyaire”) in connection with the enFlow Coverage Litigation
(“Engagement”). This letter will confirm the scope and work and will describe the arrangement and terms we
discussed pursuant to which we will represent Vyaire.

We will represent Vyaire in the enFlow Coverage Litigation, which arises from the 2019 recall of an infusion fluid
warming system, enFlow, against Vyaire’s four product recall insurers, which are defendants in that action.
Following a summary judgment ruling in the New York State Supreme Court for New York County, the action is
currently on appeal to the New York State Appellate Division, First Department, awaiting oral argument and a
ruling on the parties’ cross-appeals.

Covington & Burling LLP will be co-counsel in this Engagement. As you requested, we and Covington have
reached an agreement on sharing of fees under the letter dated April 1, 2020 between Vyaire and Covington
attached hereto as Exhibit 1 (the “Letter’}.’

You and we hereby agree that our representation of Vyaire is subject to the terms of the Letter, read as if we
and Covington jointly stood in the shoes of Covington alone. More particularly, and without limiting the
foregoing:

* Vyaire’s engagement of us will not increase any fees otherwise due from Vyaire;

¢ If we incur costs, including Third Party Costs, that would be payable if incurred by Covington under the
terms of the Letter, then Vyaire will reimburse us pursuant to such terms;

« Weconfirm that our records reveal no representation of another client adverse to Vyaire in any existing
matter presently being handled by this firm or in the Engagement, and we otherwise adopt, and Vyaire
agrees to, the other statements in the paragraph carrying over from page 2 to page 3 of the Letter,
excepting only the reference in that paragraph to the redacted paragraph that follows; and

e Vyaire consents and agrees to the three complete non-redacted paragraphs on page 3 of the Letter as
equally applicable to Reed Smith.

1 The attachment contains a redaction relating to a client of Covington’s that you and we agree is not relevant or applicable
to Vyaire’s engagement of us.

ABU DHABI ¢ ASTANA ¢ ATHENS ¢ AUSTIN ¢ BENING ¢ BRUSSELS ¢ CENTURY CITY @ CHICAGO ¢ DALLAS ¢ DUBAI ¢ FRANKFURT ¢ HONG KONG
HOUSTON ¢ LONDON ¢ LOS ANGELES ¢« MIAMI ¢ MUNICH ¢ NEW YORK ¢ ORANGE COUNTY ¢ PARIS ¢ PHILADELPHIA ¢ PITTSBURGH
PRINCETON @ RICHMOND ¢ SAN FRANCISCO ¢ SHANGHAI ¢ SILICON VALLEY ¢ SINGAPORE ¢ TYSONS ¢ WASHINGTON, D.C. ¢ WILMINGTON

US_ACTIVE-175513427 2-ALWELLS
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 14 of 35

John Bibb ReedSmith

As of October 1, 2023
Page 2

Notwithstanding the foregoing, in place of the first complete paragraph of page 4 of the Letter, we represent
and you acknowledge that Reed Smith LLP is a limited liability partnership organized under the laws of the State
of Delaware.

For your information, in the event that circumstances arise in which it may become relevant, my current hourly
rate is $1,425.00 per hour, and current rates for other Reed Smith partners, and associates who may work on the
Engagement, range from $515.00 to $1,475.00 per hour. These rates are subject to periodic adjustment.

If the terms of this engagement Jetter meet with your approval, please sign below and either: (1) return the
enclosed copy of same, keeping the second copy for your files; or (2) send an electronic copy {.pdf preferred) of
the signed copy via email. If, in the alternative, you have any questions regarding this engagement letter, the
attached Letter, or otherwise regarding our requested representation of Vyaire for the Engagement, please
contact me. We look forward to the opportunity to work with and for you.

Very truly yours,

Bert Wells

Accepted By:

Vyaire Medical Inc. and Vyaire Holding Company

Title: John T. Bibb

Date: October 27, 2023
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 15 of 35

Cc OV [ N G TO N Covington & Burling LLP
The New York Times Building
BEIJING BRUSSELS OUBAL FRANKFURT JOHANNESOURG 620 Righth Avenue
LONDON LOS ANGELES MEW YORK PALO ALTO New York, NY 10018-1408
SAN FRANCISCO SEOUL SHANGHAI WASHINGTON T +1 212841 1000
April 1, 2020
Kevin Klemz, Esq.
Executive Vice President, Chief Legal Officer
Vyaire Medical Inc.
17400 Medina Rd,

Plymouth, MN 55447
Dear Kevin:

We are very pleased to confirm that we will represent Vyaire Holding Company (US) and
Vyaire Medical Inc. (collectively “Vyaire”) in an insurance coverage dispute with Westchester
Surplus Lines Insurance Company (a Chubb affiliate), North American Capacity Insurance
Company (a Swiss Re affiliate), Allianz Underwriters Insurance Company, and Lloyd’s Syndicate
2003 XLC (an affiliate of XL Catlin) relating to recovery of Vyaire’s insured losses attributable to
the recall of Vyaire’s enFlow product (the “Dispute”). We appreciate the opportunity to work
with you on this matter.

We understand that Vyaire will be our client in this representation and not any of
Vyaire’s other affiliates or related parties.

I will be in charge of the engagement and will call upon others as appropriate.

We have agreed to carry out this engagement under a contingency fee arrangement,
subject to the following scope and other terms:

1. The Fee (as defined below) will be our entire fee for representing Vyaire, starting
April 1, 2020, in all aspects of the Dispute, including litigation, through and
including any summary judgment motion(s), interlocutory or final appeal(s), and
other proceedings, if any, subject to the Trial Exception, below.

2. The Fee will be Vyaire's sole payment to the firm for our services, and we will not
charge Vyaire for the standard costs and disbursements identified below in
connection with these services; provided however, that Vyaire will be responsible for
paying Third Party Costs, as defined below, either directly to the relevant third
parties or to us, for our payment to those third parties, as you and we may agree.

3. Ifit ultimately develops that trial preparation and trial are necessary to resolve the
Dispute, at that time that becomes apparent we will in good faith discuss and agree
upon a supplemental fee to represent Vyaire in those and any subsequent
proceedings (the “Trial Exception”).

4. The “Fee” means 35% of any recovery resulting from the Dispute, whether a
judgment, settlement or other type of payment or award, except that if the Dispute is
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 16 of 35

COVINGTON

Kevin Klemz, Esq.
April 1, 2020
Page 2

finally and completely resolved before any defendant responds to written discovery
requests and before we serve the first written response to discovery on Vyaire’s
behalf, the Fee will equal two times the amount that would have been Covington’s
regular fee determined at standard hourly rates, plus one times standard costs and
disbursements as outlined below.

5. If there is an opportunity to settle the matter fully and completely that we
recommend but Vyaire declines, then we may elect, as an alternative to paragraphs 3
and 4, to claim a fee for services through the date of Vyaire’s declination equal to the
Fee that would have been payable if such settlement had been accepted and finalized,
and thereafter Vyaire will pay us at our standard hourly rates and reimburse our
costs and disbursements as outlined below.

For reference in case such information becomes applicable pursuant to the preceding
paragraphs, we will keep internal records of our time, costs and disbursements for this matter as
we customarily do for clients paying hourly rates. Currently, my hourly rate is $1,170, Will
Phillip’s rate is $1,750, and Pam Forrest's rate is $1,035; hourly rates for other lawyers range
from $560 for junior associates to $2,250 for senior partners; and for legal assistants from $280
to $520. We normally review and adjust our rates once a year as of January 1, although there
are circumstances in which we may adjust rates at other times.

Our standard costs and disbursements include charges for support services incurred on
your behalf, such as printing, duplicating, computer research, telecommunications, any
secretarial overtime attributable to your special needs, mail, deliveries and the like, as well as
out-of-pocket costs, such as travel.

Third Party Costs, for which you will be responsible as described above, consist of the
fees and costs of experts, court filing fees, the fees of mediators (if any), the costs of court
reporters and transcripts, including deposition transcripts, and the costs of other third parties,
all of which will be engaged only with your consent.

Payment of our statements in full is due within 30 days of receipt. We reserve the right
to charge interest on any portion of a statement that is not paid on time.

In accordance with New York professional rules, we advise you that in the event of a fee
dispute you may have the right to elect to submit the dispute to arbitration under Part 137 of the
Rules of the Chief Administrator of the New York courts.

Except as noted in the following paragraph, our records reveal no representation of
another client adverse to you in any existing matter presently being handled by this firm or in
the Dispute. However, as you recognize, we are a large law firm with multiple practices in
multiple offices throughout the world, and we represent many different clients in many different
industries, including clients who are competitors of each other and sometimes adversaries in
legal matters. In taking on this representation, we commit that we will not represent any other
client in any matter adverse to you that is substantially related to this matter. In this context,
“substantially related” is a term that has come to have a settled meaning in the case law and in
Bar ethics opinions. What this commitment means is that we will not take on any matter
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page17 of 35

COVINGTON

Kevin Klemz, Esq.
April 1, 2020
Page 3

adverse to you on behalf of another client in circumstances in which any of your privileged/
confidential data or information, as normally would have been obtained by us in our
representation of you, would be material to any new matter adverse to you that we might accept
from another client.

In return for our agreement to represent you in this matter, you consent and agree that
we imay be adverse to you on behalf of other clients in matters that are not substantially related
to the matter we are now undertaking on your behalf or to any additional matter we may
undertake on your behalf in the future. This means that we might be adverse to you in litigation,
intellectual property matters (including patent litigation), transactional matters, counseling,
matters involving administrative agencies, lobbying and other legislative matters, or any other
type of matter so long as the matter is not substantially related to work we have performed for
you and subject to our agreement to implement and maintain an ethical screen that prohibits
the sharing of privileged/confidential data or information between Covington personnel
working on Vyaire’s Dispute and Covington personnel working on the adverse matter.

Specifically, our Firm regularly serves as an advisor and counsel for innovative
pharmaceutical manufacturers and their trade associations in litigation, disputes and
proceedings in the courts of the United States, the European Union and other jurisdictions, and
in a variety of other forums, including legislative and administrative bodies, relating to patents
and other forms of intellectual property, pharmaceutical regulatory issues, antitrust and
competition regulation and other matters in which Vyaire or its affiliates may be adverse. You
have expressly consented to our current and future representation of other clients in such
matters, including in Hatech-Waxman and similar litigation relating to generic drugs (including
ANDAs, §05(b)(2) applications, and follow-on biologics), in any present or future
representations in which we serve as counsel, including counsel of record, in proceedings to
which Vyaire or its affiliates may have an adverse interest. If so, Covington will implement and
maintain an ethical screen that prohibits the sharing of privileged/confidential data or
information between Covington personnel working on Vyaire’s Dispute and Covington
personnel working on the adverse matter.

In addition, if there are parties adverse to you in the matter we are undertaking on your
behalf, it is possible that those adverse parties will have need for counsel in matters which do
not have a substantial relationship to the matter in which we represent you. Even though we
would, as a result, be receiving some fee income from your adversary, you consent to our
representing such parties in matters that are not substantially related to any of our work for you.
We, for our part, commit to continued zealous representation of your interests in the matters in
which we do represent you notwithstanding any fee income we may receive from your adversary.

You agree that both you and our firm may use electronic devices and Internet services to
communicate with each other and forward documents notwithstanding some risk that such
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 18 of 35

COVINGTON

Kevin Kiemz, Esq.
April 1, 2020
Page 4

communications may be intercepted by and disclosed to unauthorized parties. You agree that
the benefits of using such technology outweigh the risks of unauthorized disclosure.

Covington & Burling LLP is a limited liability partnership organized under the laws of
the District of Columbia. Under this form of partnership, a partner’s personal assets are not
subject to claims against the firm (and other partners) based on contracts, professional
negligence or other liability unless the partner is personally liable based on his or her own
conduct.

I trust this letter accurately states our mutual understanding. If you have questions
about any aspect of it, please let me know promptly. Otherwise please confirm our
understanding by signing and returning a copy of this letter to me.

We very much appreciate your selecting our firm to assist you, and we look forward to
working with you on this matter.

Sincerely,
/s/ Bert Wells

Bert Wells

Agreed to:

Vyaire Holding Company (US) and
Vyaire Medical Ine.

a
, Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 19 of 35

Debtor: Vyaire Medical, Inc.
UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Case Number: 24-11217

FILED

Claim No. 144
August 02, 2024

By Omni Claims Agent
Official Form 410 For U.S. Bankruptcy Court

Proof of Cl aim District of Delaware PE

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a
request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents

that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages, and
security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment.
A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Carefully read instructions included with this Proof of Claim before completing.

Identify the Claim

1. Who is the current creditor? Reed Smith LLP
Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor

2. Has this claim been acquired [X] No
from someone else? [| Yes From whom? _ =

3. Where should notices and Where should notices to the creditor be sent? Where should payments to the creditor be sent? (if
payments to the creditor be different)
sent?

Reed Smith LLP c/o Mark W. Eckard, Esquire
Federal Rule of

Bankruptcy Procedure 1201 N. Market Street, Suite 1500

(FRBP) 2002(g)
Wilmington, DE 19801
Contact Phone 302.778.7546 Contact Phone
Contact email Contact email
Uniform claim identifier for electronic payments in chapter 13 (if you use one)
4, Does this claim amend one [| No
already filed? &] Yes Claim Number on court claims registry (if known) ‘49 Filed On 8/2/2024
MM / OD /YYYY
5. Do you know if anyone else ny
has filed a proof of claim for X] No
this claim? [_] Yes Who made the earlier filing?

Official Form 410 Proof of Clalm
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 20 of 35

Give Information About the Claim as of the Date the Case Was Filed

6, Do you have any number you x] No
use to identify the debtor?
¥ |_| Yes Last 4 digits of the debtor's account or any number you use te identify the debtor:

7. How much Is the claim? $ Does this amount include interest or other charges?
[X] No
Yes Attach statement itemizing interest, fees, expenses, or other
charges required by Bankruptcy Rule 3001 (c)(2)(A}.
8. What is the basis of the Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.
claim?

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).
Limit disclosing information that is entitled to privacy, such as health care information

**SEE ATTACHED ADDENDUM
9. Is allor partofthe claim | | No
secured? [X] Yes The claim is secured by a lien on property
Nature of property:

__| Real Estate if the claim is secured by the debtor's principal residence, file a Mortgage Proof of Claim
Attachment {Official Form 410-A) with this Proof of Claim
|} Motor Vehicle

(X} Other Describe “SEE ATTACHED ADDENDUM

“SEE ATTAC
Basis for perfection: HED ADDENDUM

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example,
a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or

recorded.
Value of Property: $
Amount of the claim that is secured: $
Amount of the claim that is unsecured: $ (The sum of the secured and
unsecured amounts should match the
amount in line 7).
Amount necessary to cure any default as of the date of the petition: $
Annual Interest Rate: (when case was filed} %
[X] Fixed
10. Is this claim based ona [X] No
lease? [| Yes Amount necessary to cure any default as of the date of the petition. $
11. Is this claim subject toa [K] No
right of setoff? [| Yes Identify the property:

12.1 this claim for the value [XJ No
of goods received by the {| Yes Amount of 503(b)(9) Claim: $
debtor within 20 days
before the
commencement date of
this case
(11 U.S.C. § 503(b)(9)).7

Official Form 410 Proof of Claim
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 21 of 35

13. Is all or part of the claim
entitled to priority under

14 U.S.C. § 507(a)?

A claim may be partly
priority and partly
nonpriority. For example,
in some categories, the
law limits the amount
entitled to priority.

DK] No Amount entitled iori
Yes Check one: ount entitled to priority

Domestic support obligations (including alimony and child support) under

11 U.S.C. § 507(a)(1)(A) or (a)(1)(B). $

Up to $3,350* of deposits toward purchase, lease, or renta! of property or services
for personal, family, or household use. 11 U.S.C. § 507(a)(7). $

Wages, salaries, or commissions (up to $15,150*) earned within 180 days before
the bankruptcy petition is filed or the debtor's business ends, whichever is earlier $
11 U.S.C. § 507(a)(4).

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8). $
Contributions to an employee benefit plan 11 U.S.C. § 507(a)(5). $
Other. Specify subsection of 14 U.S.C. § 507(a)}{___) that applies. $

* Amounts are subject to adjustment on 4/01/25 and every 3 years after that for cases begun on or after the date of adjustment

The person completing
this proof of claim must
sign and date it.

FRBP 9011(b).

If you file this claim
electronically, FRBP
§005(a)(2) authorizes
courts to establish local
rules specifying what a
signature is.

A person whe files a
fraudulent claim could be
fined up to $500,000,
imprisoned for up to §
years, or both.

18 U.S.C. §§ 152, 157, and
3571.

Official Form 410

Check the appropriate box:

[X] | am the creditor.

[_] | am the creditor's attorney or authorized agent.

[_] 1 am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.
[_] lam the guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

| understand that an authorized signature on this Proof of Claim serves as an acknowiegment that when calculating the
amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

| have examined the information in this Proof of Claim and have a reasonable belief that the information is true
and correct.

| declare under penalty of perjury that the foregoing is true and correct.

Executed on date 8/2/2024
MM / DD / YYYY

isf Bert Wells
Signature

Print the name of the person who is completing and signing this claim:

Name Bert Welis
First Name Middle Name ~~ Last Name ats
Title
Company Reed Smith LLP
Identify the corporate servicer as the company if the authorized agent is a servicer
599 Lexington Avenue, 22nd Floor
Address

New York, NY 10022

bert. wells@reedsmith.com

212.521.5400

Contact Phone Email

Proof of Claim
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 22 of 35

Fillin this information to identify the case:

Debtor 1 Vyaire Medical, Inc.

Debtor 2
(Spouse. if filing)

United States Bankruptcy Court for the: District of Delaware
Case number 24-11217 (BLS)

Official Form 410

Proof of Claim 04/22

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to
make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any
documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments,
mortgages, and security agreements. De not send original documents; they may be destroyed after scanning. If the documents are not available,
explain in an attachment

A person whe files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309} that you received.

identify the Claim

1.

Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor

2. Has this claim been rm] No
acquired from Q) Yes. From whom?
someone else?
3. Where should notices Where should notices to the creditor be sent? Where should payments to the creditor be sent? {if
and payments to the different)
t? .
creditor be sen Reed Smith LLP (Attn: Mark W. Eckard, Esq.)
ankrupt rocedure :
(FRBP) 2002(a) 1201 N. Market Street, Suite 1500
Number Street Number Street
Wilmington DE 19801
City State ZIP Code City State ZIP Code

Contact phone 302.778.7546

Contact phone

Contact emai Meckard@reedsmith.com Contact email

Vniform claim identifier for electronic payments in chapter 13 (if you use one)

4. Does this claim amend Wi No

one already filed? (J Yes. Claim number on court claims registry (if known) Filed on

5. Do you know if anyone wi No

else has filed aproof () yes. who made the earlier filing?
of claim for this claim?

Official Form 410 Proof of Claim page 1
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 23 of 35

Pare 2: | Give Information About the Claim as of the Date the Case Was Filed

|
6. Do you have any number A) No

you ee to identifythe (©) Yes Last 4 digits of the debtor's account or any number you use to identify the debtor:

7. How much is the claim? g. SEE ATTACHED ADDENDUM ppoes this amount include interest or other charges?
CQ) No

C) Yes. Attach statement itemizing interest, fees, expenses. or other
charges required by Bankruptcy Rule 3001(c)(2)(A).

\8. What is the basis ofthe | Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card
claim? Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information

**SEE ATTACHED ADDENDUM
9. Is all or part of the claim No
secured? Yes. The claim is secured by a lien on property.
Nature of property:

CJ Real estate. If the claim is secured by the debtor's principal residence, file a Mortgage Proof of Claim
Attachment (Official Form 410-A) with this Proof of Claim
LJ Motor vehicle

Basis for perfection: ** SEE ATTACHED ADDENDUM

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for
example, a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has
been filed or recorded.)

Value of property: $

Amount of the claim that is secured: $

Amount of the claim that is unsecured: $ {The sum of the secured and unsecured
amounts should match the amount in line 7.)

Amount necessary to cure any default as of the date of the petition: $§

Annual Interest Rate (when case was filed) %
Fixed
C) Variable
10. Is this claim basedona WZ No
lease?
LJ Yes. Amount necessary to cure any default as of the date of the petition. $

41. Is this claim subjecttoa & No
right of setoff?
LC} Yes. Identify the property:

Official Form 410 Proof of Claim page 2
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 24 of 35

12. Is all or part ofthe claim &%f No
entitled to priority under

11 U.S.C. § 807(a)? CL) Yes. Check one: Amount entitted to priority
A claim may be partly LJ Domestic support obligations (including alimony and child support) under

priority and partly 14 U.S.C. § 507(a)(1)(A) or (a)(1}(B). $

nenpriority, For example,

in some categories, the LJ Up to $3,350* of deposits toward purchase, lease, or rental of property or services for

law limits the amount personal, family, or household use. 11 U.S.C. § 507(a){7).

entitled to priority.

CQ) Wages, salaries, or commissions (up to $15,150*) earned within 180 days before the
bankruptcy petition is filed or the debtor's business ends, whichever is earlier.

11 U.S.C. § 507(a)(4).

L} Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8). $
CJ Contributions to an employee benefit plan. 11 U.S.C. § 507(a)(5). 5
CD Other. Specify subsection of 11 U.S.C. § 507(a}{__) that applies. $

* Amounts are subject to adjustment on 4/01/25 and every 3 years after that for cases begun on or after the date of adjustment

Sign Below

The person completing Check the appropriate box:
this proof of claim must

sign and date it. WM tam the creditor.

FRBP 9011(b). C} 1am the creditor's attorney or authorized agent.

If you file this claim C) {am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.
Q)

electronically, FR@P
5005(a)(2) authorizes courts
to establish local rules
specifying what a signature
is.

iam a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

| understand that an authorized signature on this Proof of Ciaim serves as an acknowledgment that when calculating the
amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

A person who files a

fraudulent claim could be =| have examined the information in this Proof of Claim and have a reasonable belief that the information is true
imprisoned for up to §
years, or both.

18 U.S.C. §§ 182, 187, and
3571.

| declare under penalty of perjury that the foregoing is true and correct

Executed ondate 08/02/2024

/s/ Bert Wells

Signature

Print the name of the person who is completing and signing this claim:

Name Bert Wells
First name Middle name Last name
Title Partner
Company Reed Smith LLP
Identify the corporate servicer as the company if the authorized agent is a servicer.
Address 599 Lexington Avenue, 22nd Floor
Number Street
New York NY 10022
City State ZIP Code
Contact phone 212.521.5400 Email bert.wells@reedsmith.com

Official Form 410 Proof of Claim page 3
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 25 of 35

ADDENDUM TO PROOF OF CLAIM
FILED BY

REED SMITH LLP

I. CLAIMANT

l. The claimant is Reed Smith LLP (“Reed Smith’).

2. Reed Smith has offices at 599 Lexington Avenue, New York, New York, 10022-
7650.

3. Bert Wells, a Partner of Reed Smith, is authorized to make this claim on behalf of
Reed Smith.

Il. BASIS FOR CLAIM

4. Reed Smith and Debtors Vyaire Medical Inc. and Vyaire Holding Company
(collectively, the “Debtors”) are parties to the letter agreement dated as of October 1, 2023 (the
“Reed Smith Engagement Letter”), providing for and governing Reed Smith’s representation of
the Debtors in connection with an insurance coverage dispute related to recovery of the Debtors’
insured losses attributable to the recall of the Debtors’ enFlow product (the “Dispute’”), which
representation includes, among other things, serving as counsel for the Debtors in the civil action
styled as Vyaire Holding Company & Vyaire Medical, Inc. v. Westchester Surplus Lines Insurance
Company, et al., pending in the Supreme Court of the State of New York, Commercial Division,
Case No. 652428/2020 (the “Insurance Coverage Action”).

5. As set forth in the Reed Smith Engagement Letter, Reed Smith’s representation of
the Debtors in connection with the Dispute, including the Insurance Coverage Action, is subject

to the terms of the letter agreement between Covington & Burling LLP (‘Covington’) and the
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 26 of 35

Debtors dated April 1, 2020 (the “Covington Engagement Letter” and, together with the Reed
Smith Engagement Letter, the “Engagement Letters”). The Debtors agreed in the Reed Smith
Engagement Letter that, among things, Reed Smith’s “representation of Vyaire is subject to the
terms of the [Covington Engagement Letter], read as if [Reed Smith} and Covington jointly stood
in the shoes of Covington alone.”

6. Since the effective dates of their respective Engagement Letters, Covington and
Reed Smith, together (the “Firms”), have represented the Debtors in connection with the Dispute,
including the Insurance Coverage Action, in exchange for a fee equal to 35% of any recovery
received by the Debtors in connection therewith (the “Fee’”), subject to a Trial Exception. ' With
respect to the Trial Exception, the parties agreed that if trial preparation and trial was required to
resolve the Dispute, they would, in good faith, discuss and agree upon the terms of a supplemental
fee (the “Supplemental Fee’) in addition to the Fee for the Firms’ continued representation of the
Debtors in connection with trial preparation and trial (and subsequent proceedings).

7. On May 9, 2022, the Debtors filed a Notice of Issue in the Insurance Coverage
Action stating that al] discovery known to be necessary had been completed and that the Insurance
Coverage Action was ready for trial. All summary judgment motions and appeals thereof have
been decided in the Insurance Coverage Action, and the case ts trial ready. Trial preparation began
prior to the Petition Date,” thus the conditions to the Trial Exception under the Engagement Letter
were satisfied prepetition.

8. Pursuant to applicable law, Reed Smith has a vested equitable ownership interest

and attorney’s lien in the Debtors’ causes of action and claims in the Insurance Coverage Action

' Capitalized terms not defined herein have the meanings given to them in the Engagement Letters.
? Le., June 9, 2024.
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 27 of 35

and related books and records (the “Vested Ownership Interest’), which attach “to any verdict,
report, determination, decision, award, settlement, judgment, or final order” in the Debtors’ favor,
and “the proceeds thereof in whatever hands they may come.” N.Y. Judiciary Law § 475; see In
re A, Tarricone, Inc., 76 B.R. 53, 56 (Bankr. $S.D.N.Y. 1987) (“[T]he lien takes effect from the
time the services were commenced, and a trustee in a subsequent bankruptcy case involving the
client takes the property of the estate subject to such lien.”); LMWT Realty Corp. v. Davis Agency
Inc., 649 N.E.2d 1183, 1186 (N.Y. 1995) (“[T]he charging lien does not merely give an attorney
an enforceable right against the property of another, it gives the attorney an equitable ownership
interest in the client’s cause of action.”).

9. Thus, upon execution of the Reed Smith Engagement Letter, Reed Smith acquired
its share of the Vested Ownership Interest. LMWT Realty Corp. v. Davis Agency, 649 N.E.2d at
1186 (the attorney’s lien “is something more than a mere claim against either property or proceeds;
[the attorney’s lien] is a vested property right created by law and not a priority of payment.”); see
also Inre A. Tarricone, Inc., 76 B.R. at 56 (“[T]he lien takes effect from the time the services were
commenced, and a trustee in a subsequent bankruptcy case involving the client takes the property
of the estate subject to such lien.”). Thus, the Charging Lien “is something more than a mere claim
against either property or proceeds; [the Charging Lien] is a vested property right created by law
and nota priority of payment.” LMWT Realty Corp. v. Davis Agency, 649 N.E.2d at 1186 (internal
quotation marks and citation omitted) (emphasis added).

10. Accordingly, Reed Smith asserts (a) a prepetition equitable ownership interest in
and secured claim against the Debtors for the Fee in the amount of 35% of any recovery obtained
by the Debtors n the Insurance Coverage Action, which as of the date of this Proof of Claim has

been earned; and (b) a prepetition equitable ownership interest in and secured claim against the
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 28 of 35

Debtors for the Supplemental Fee in connection with trial preparation in the Insurance Coverage
Action as contemplated by the Trial Exception as set forth in the Engagement Letter, in an amount
to be determined (collectively, the “Claim”).
II. SUPPORTING DOCUMENTATION

lt. |The Engagement Letters support this Claim and true and correct copies thereof are
attached hereto (the Covington Engagement Letter is attached as Exhibit 1 to the Reed Smith
Engagement Letter, redacted solely to keep confidential a conflicts-related disclosure identifying
a client of Covington’s unrelated to the Debtors).
IV. CREDITS AND SETOFF

12. This Claim is not subject to any setoffs, defenses, or counterclaims by the Debtors.
To the extent, however, that the Debtors, or either of them, assert claims against Reed Smith or
Covington, Reed Smith reserves the right to assert that any such claims are subject to rights of
setoff or recoupment.
V. RESERVATION OF RIGHTS

13. Reed Smith reserves the right, for any reason, to amend, modify, supplement,
restate, or withdraw this Claim in any manner, including without limitation, with respect to the
amount, priority, or security of this Claim or the identity of the entities liable thereon. Reed Smith
also reserves the right to seek payment of any portion of this Claim under 11 U.S.C. § 503(b) or
otherwise.

14. Nothing in this Claim shall be deemed a waiver of any rights or remedies that Reed
Smith has or may have under the Engagement Letters, or applicable law, or the benefit of

subordination of any other claims. All such rights and remedies are expressly reserved.
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 29 of 35

15.

Reed Smith reserves all its rights relating to any chapter 11 plan of reorganization

or liquidation.

VI.

16.

17.

The filing of this Claim is not and shall not be deemed or construed as:

a.

g.
NOTICES

Reed Smith’s waiver of any of its rights to file or otherwise assert any other
claim against the Debtors or either of them, including an administrative
claim under 11 U.S.C. § 503 or claims based upon indemnity, contribution,
quantum meruit, or unjust enrichment;

Reed Smith’s waiver of any procedural or substantive rights, claims or
defenses with respect to any claim that has been or may be asserted against
Reed Smith by either of the Debtors or any other person or entity;

Reed Smith’s consent to the jurisdiction of the United States Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court’) or any other
court except for the determination of the amount and priority of this Claim;

Reed Smith’s consent to a jury trial in the Bankruptcy Court;

Reed Smith’s waiver or release of any of its rights to have any and all final
orders in any and all non-core matters or proceedings entered only after a
de novo review by a United States District Court;

Reed Smith’s waiver or release of any of its rights to move to withdraw the
reference with respect to the subject matter of thts Claim, any objection to
this Claim, or any other proceeding that may be commenced in any of the
bankruptcy cases of the Debtors or any of their affiliated debtors against or
otherwise involving either of the Firms; or

an election of remedies.

All notices with respect to this Claim should be sent to:

REED SMITH LLP REED SMITH LLP

1201 North Market Street, Suite 1500
Wilmington, Delaware 19801
Attn: Mark W. Eckard, Esq.

599 Lexington Avenue
New York, New York 10022-7650
Attn: Bert Wells, Esq.
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 30 of 35

ReedSmith Reed Smith Ltr

Driving progress 599 Lexington Avenue
through partnership New York, NY 10022-7650
Bert Wells

Direct Phone: +41 212 549 0323 +1 212 521 5400

“r. : Fax +1 212 521 5450
Email: bert.wells@reedsmith.com readsmith.com

As of October 1, 2023

By Email

John Bibb

General Counsel

Vyaire Medical Inc.

26125 N. Riverwoods Blvd.
Mettawa, {L 600455
john.bibb@vyaire.com

Dear John:

We at Reed Smith LLP are very pleased to have been invited to undertake the representation of Vyaire Medical
Inc. and Vyaire Holding Company (collectively, “Vyaire”) in connection with the enFlow Coverage Litigation
(“Engagement”). This letter will confirm the scope and work and will describe the arrangement and terms we
discussed pursuant to which we will represent Vyaire.

We will represent Vyaire in the enFlow Coverage Litigation, which arises from the 2019 recall of an infusion fluid
warming system, enFlow, against Vyaire’s four product recall insurers, which are defendants in that action.
Following a summary judgment ruling in the New York State Supreme Court for New York County, the action is
currently on appeal to the New York State Appellate Division, First Department, awaiting oral argument and a
ruling on the parties’ cross-appeals.

Covington & Burling LLP will be co-counsel in this Engagement. As you requested, we and Covington have
reached an agreement on sharing of fees under the letter dated April 1, 2020 between Vyaire and Covington
attached hereto as Exhibit 1 (the “Letter”).

You and we hereby agree that our representation of Vyaire is subject to the terms of the Letter, read as if we
and Covington jointly stood in the shoes of Covington alone. More particularly, and without limiting the
foregoing:

e Vyaire’s engagement of us will not increase any fees otherwise due from Vyaire;

e ff we incur costs, including Third Party Costs, that would be payable if incurred by Covington under the
terms of the Letter, then Vyaire will reimburse us pursuant to such terms;

e We confirm that our records reveal no representation of another client adverse to Vyaire in any existing
matter presently being handled by this firm or in the Engagement, and we otherwise adopt, and Vyaire
agrees to, the other statements in the paragraph carrying over from page 2 to page 3 of the Letter,
excepting only the reference in that paragraph to the redacted paragraph that follows; and

*« Vyaire consents and agrees to the three complete non-redacted paragraphs on page 3 of the Letter as
equally applicable to Reed Smith.

1 The attachment contains a redaction relating to a client of Covington’s that you and we agree is not relevant or applicable
to Vyatre’s engagement of us.

ABU DHABI! ¢ ASTANA ¢ ATHENS ¢ AUSTIN ¢ BENING ¢ BRUSSELS ¢ CENTURY CITY @ CHICAGO ¢ DALLAS ¢ DUBAI ¢ FRANKFURT ¢ HONG KONG
HOUSTON ¢ LONDON ¢ LOS ANGELES ¢ MIAMI ¢ MUNICH ¢ NEW YORK ¢ ORANGE COUNTY ¢ PARIS ¢ PHILADELPHIA ¢ PITTSBURGH
PRINCETON @ RICHMOND ¢ SAN FRANCISCO ¢ SHANGHAI ¢ SILICON VALLEY ¢ SINGAPORE ¢ TYSONS ¢ WASHINGTON, D.C. ¢ WILMINGTON

US_ACTIVE-175512427.2-ALWELLS
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 31 of 35

John Bibb ReedSmith

As of October 1, 2023
Page 2

Notwithstanding the foregoing, in place of the first complete paragraph of page 4 of the Letter, we represent
and you acknowledge that Reed Smith LLP is a limited liability partnership organized under the laws of the State
of Delaware.

For your information, in the event that circumstances arise in which it may become relevant, my current hourly
rate is $1,425.00 per hour, and current rates for other Reed Smith partners, and associates who may work on the
Engagement, range from $515.00 to $1,475.00 per hour. These rates are subject to periodic adjustment.

If the terms of this engagement letter meet with your approval, please sign below and either: (1) return the
enclosed copy of same, keeping the second copy for your files; or (2) send an electronic copy (.pdf preferred) of
the signed copy via email. If, in the alternative, you have any questions regarding this engagement letter, the
attached Letter, or otherwise regarding our requested representation of Vyaire for the Engagement, please
contact me. We look forward to the opportunity to work with and for you.

Very truly yours,

Bert Wells

Accepted By:

Vyaire Medical Inc. and Vyaire Holding Company

Title: John T. Bibb

Date: October 27, 2023
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 32 of 35

EXHIBIT 1
Cc OV | N G T \¢) N Covington & Burling LLP
The New York Times Building
BEIJING BRUSSELS DUBAI FRANKFURT JOHANNESOURG 620 Bighth Avenue
LONDON LOS ANGELES NEW YORK PALO ALTO New Yark, NY 10018-1405
SAN FRANCISCO SEGUL SHANGHA! WASHINGTON T +1 212841 10006

April 1, 2020

Kevin Klemz, Esq.

Executive Vice President, Chief Legal Officer
Vyaire Medical Inc.

17400 Medina Rd,

Plymouth, MN 55447

Dear Kevin:

We are very pleased to confirm that we will represent Vyaire Holding Company (US) and
Vyaire Medical Inc. (collectively “Vyaire”) in an insurance coverage dispute with Westchester
Surplus Lines Insurance Company (a Chubb affiliate), North American Capacity Insurance
Company (a Swiss Re affiliate), Allianz Underwriters Insurance Company, and Lloyd’s Syndicate
2003 XLC (an affiliate of XL Catlin) relating to recovery of Vyaire’s insured losses attributable to
the recall of Vyaire’s enFlow product (the “Dispute”). We appreciate the opportunity to work
with you on this matter.

We understand that Vyaire will be our client in this representation and not any of
Vyaire’s other affiliates or related parties.

I will be in charge of the engagement and will call upon others as appropriate.

We have agreed to carry out this engagement under a contingency fee arrangement,
subject to the following scope and other terms:

1. The Fee (as defined below) will be our entire fee for representing Vyaire, starting
April 1, 2020, in all aspects of the Dispute, including litigation, through and
including any summary judgment motion(s), interlocutory or final appeal(s), and
other proceedings, if any, subject to the Trial Exception, below.

2. The Fee will be Vyaire’s sole payment to the firm for our services, and we will not
charge Vyaire for the standard costs and disbursements identified below in
connection with these services; provided however, that Vyaire will be responsible for
paying Third Party Costs, as defined below, either directly to the relevant third
parties or to us, for our payment to those third parties, as you and we may agree.

3. Ifit ultimately develops that trial preparation and trial are necessary to resolve the
Dispute, at that time that becomes apparent we will in good faith discuss and agree
upon a supplemental fee to represent Vyaire in those and any subsequent
proceedings (the “Trial Exception”).

4. The “Fee” means 35% of any recovery resulting from the Dispute, whether a
judgment, settlement or other type of payment or award, except that if the Dispute is
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 33 of 35

COVINGTON

Kevin Klemz, Esq.
April 1, 2020
Page 2

finally and completely resolved before any defendant responds to written discovery
requests and before we serve the first written response to discovery on Vyaire's
behalf, the Fee will equat two times the amount that would have been Covington’s
regular fee determined at standard hourly rates, plus one times standard costs and
disbursements as outlined below.

5. Ifthere is an opportunity to settle the matter fully and completely that we
recommend but Vyaire declines, then we may elect, as an alternative to paragraphs 3
and 4, to claim a fee for services through the date of Vyaire’s declination equal to the
Fee that would have been payable if such settlement had been accepted and finalized,
and thereafter Vyaire will pay us at our standard hourly rates and reimburse our
costs and disbursements as outlined below.

For reference in case such information becomes applicable pursuant to the preceding
paragraphs, we will keep internal records of our time, costs and disbursements for this matter as
we customarily do for clients paying hourly rates, Currently, my hourly rate is $1,170, Will
Phillip’s rate is $1,750, and Pam Forrest's rate is $1,035; hourly rates for other lawyers range
from $560 for junior associates to $2,250 for senior partners; and for legal assistants from $280
to $520. We normally review and adjust our rates once a year as of January 1, although there
are circumstances in which we may adjust rates at other times.

Our standard costs and disbursements include charges for support services incurred on
your behalf, such as printing, duplicating, computer research, telecommunications, any
secretarial overtime attributable to your special needs, mail, deliveries and the like, as well as
out-of-pocket costs, such as travel.

Third Party Costs, for which you will be responsible as described above, consist of the
fees and costs of experts, court filing fees, the fees of mediators (if any), the costs of court
reporters and transcripts, including deposition transcripts, and the costs of other third parties,
all of which will be engaged only with your consent.

Payment of our statements in full is due within 30 days of receipt. We reserve the right
to charge interest on any portion of a statement that is not paid on time.

In accordance with New York professional rules, we advise you that in the event of a fee
dispute you may have the right to elect to submit the dispute to arbitration under Part 137 of the
Rules of the Chief Administrator of the New York courts.

Except as noted in the following paragraph, our records reveal no representation of
another client adverse to you in any existing matter presently being handled by this firm or in
the Dispute. However, as you recognize, we are a large law firm with multiple practices in
multiple offices throughout the world, and we represent many different clients in many different
industries, including clients who are competitors of each other and sometimes adversaries in
legal matters. In taking on this representation, we commit that we will not represent any other
client in any matter adverse to you that is substantially related to this matter. In this context,
“substantially related” is a term that has come to have a settled meaning in the case law and in
Bar ethics opinions. What this commitment means is that we will not take on any matter
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 34 of 35

COVINGTON

Kevin Klemz, Esq,
April 1, 2020
Page 3

adverse to you on behalf of another client in cireumstances in which any of your privileged/
confidential data or information, as normally would have been obtained by us in our
representation of you, would be material to any new matter adverse to you that we might accept
from another client.

In return for our agreement to represent you in this matter, you consent and agree that
we may be adverse to you on behalf of other clients in matters that are not substantially related
to the matter we are now undertaking on your behalf or to any additional matter we may
undertake on your behalf in the future. This means that we might be adverse to you in litigation,
intellectual property matters (including patent litigation), transactional matters, counseling,
matters involving administrative agencies, lobbying and other legislative matters, or any other
type of matter so long as the matter is not substantially related to work we have performed for
you and subject to our agreement to implement and maintain an ethical screen that prohibits
the sharing of privileged/confidential data or information between Covington personnel
working on Vyaire’s Dispute and Covington personne! working on the adverse matter.

Specifically, our Firm regularly serves as an advisor and counsel for innovative
pharmaceutical manufacturers and their trade associations in litigation, disputes and
proceedings in the courts of the United States, the European Union and other jurisdictions, and
in a variety of other forums, including legislative and administrative bodies, relating to patents
and other forms of intellectual property, pharmaceutical regulatory issues, antitrust and
competition regulation and other matters in which Vyaire ox its affiliates may be adverse. You
have expressly consented to our current and future representation of other clients in such
matters, including in Hatch-Waxman and similar litigation relating to generic drugs (including
ANDAs, 505(b)(2) applications, and follow-on biologics), in any present or future
representations in which we serve as counsel, including counsel of record, in proceedings to
which Vyaire or its affiliates may have an adverse interest. If so, Covington will implement and
maintain an ethical screen that prohibits the sharing of privileged/confidentia} data or
information between Covington personnel working on Vyaire’s Dispute and Covington
personnel working on the adverse matter.

In addition, if there are parties adverse to you in the matter we are undertaking on your
behalf, it is possible that those adverse parties will have need for counsel in matters which do
not have a substantial relationship to the matter in which we represent you. Even though we
would, as a result, be receiving some fee income from your adversary, you consent to our
representing such parties in matters that are not substantially related to any of our work for you,
We, for our part, commit to continued zealous representation of your interests in the matters in
which we do represent you notwithstanding any fee income we may receive from your adversary.

You agree that both you and our firm may use clectronic devices and Internet services to
communicate with each other and forward documents notwithstanding some risk that such
Case 24-11217-BLS Doc1146-1 Filed 11/24/25 Page 35 of 35

COVINGTON

Kevin Klemz, Esq.
April 1, 2020
Page 4

communications may be intercepted by and disclosed to unauthorized parties. You agree that
the benefits of using such technology outweigh the risks of unauthorized disclosure.

Covington & Burling LLP is a limited liability partnership organized under the laws of
the District of Columbia. Under this form of partnership, a partner's personal assets are not
subject to claims against the firm (and other partners) based on contracts, professional
negligence or other lability unless the partner is personally liable based on his or her own
conduct.

I trust this letter accurately states our mutual understanding. If you have questions
about any aspect of it, please let me know promptly. Otherwise please confirm our
understanding by signing and returning a copy of this letter to me.

We very much appreciate your selecting our firm to assist you, and we look forward to
working with you on this matter.

Sincerely,
/s/ Bert Wells

Bert Wells
Agreed to:

Vyaire Holding Company (US) and
Vyaire Medical Inc.

a

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