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Full title: Declaration of Gabriel Z. Reynoso in Support of Motion for Relief from the Automatic Stay, to the Extent Applicable, to Allow Advancement, Reimbursement, and/or Payment of Defense Costs Under D&O Policy (RE: related document(s)752 Motion for Relief From Stay). Filed by Interested Party Leslie Wallach (myt) (Entered: 07/09/2021)

Document posted on Jul 8, 2021 in the bankruptcy, 111 pages and 0 tables.

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any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or administrative or regulatory proceeding, demand letter or formal or informal governmental investigation or inquiry, including any investigation by the United States Department of Labor or the United States Equal Employment Opportunity Commission; 8. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any Wrongful Act, fact, circumstance, or situation which any of the Insured Persons who were, now are, or shall be directors, officers, managers or supervisory employees, had knowledge of prior to the Continuity Date where such Insured Persons had reason to believe at the time that such known Wrongful Act could reasonably be expected to give rise to such Claim;9. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving, any actual or alleged responsibility, obligation or duty of any Insured pursuant to any workers compensation, unemployment insurance, social security, disability benefits or pension benefits or similar law; provided, however, this exclusion shall not apply to any such Claim alleging Retaliation; or10.ii. is brought or maintained by any Insured in the form of a cross-claim, third-party claim or other proceeding for contribution or indemnity which is part of, and directly results from a Claim that is covered by this Coverage Section; iii. is brought or maintained by an employee of the Company who is not or was not a director or officer of the Company; iv. is brought or maintained by any former director or officer of the Company solely in their capacity as a securities holder of the Company and where such Claim is solely based upon and arising out of Wrongful Acts committed subsequent to the date such director or officer ceased to be a director or officer of the Company and where such Claim is first made two (2) years subsequent to the date such director or officer ceased to be a director or officer of the Company; or v. is brought or maintained by any bankruptcy trustee or bankruptcy appointed representative of the Company; f. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. any dishonest, deliberately fraudulent or criminal act of an Insured; provided, however this exclusion f.i. shall not apply unless and until there is a final judgment against such Insured as to such conduct; or ii.i. before the date such entity became a Subsidiary or after the date such entity ceased to be a Subsidiary; or ii. occurring while such entity was a Subsidiary which, together with a Wrongful Act occurring before the date such entity became a Subsidiary, would constitute Interrelated Wrongful Acts; i. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequen

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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION In re : Chapter 11 : PROFESSIONAL FINANCIAL INVESTORS, INC., and : Case No. 20-30579 PROFESSIONAL INVESTORS SECURITY FUND, INC. : Case No. 20-30604 : : (Jointly Administered Under Debtors. : Case No. 20-30579) DECLARATION OF GABRIEL Z. REYNOSO IN SUPPORT OF MOTION FOR RELIEF FROM THE AUTOMATIC STAY, TO THE EXTENT APPLICABLE, TO ALLOW ADVANCEMENT, REIMBURSEMENT, AND/OR PAYMENT OF DEFENSE COSTS UNDER D&O POLICY I, Gabriel Z. Reynoso, hereby declare that the following is true to the best of my knowledge, information and belief: 1. I am an attorney at law admitted to practice in state and federal courts in California. I am a member in good standing of the bar of the Northern District of California. I am a partner of Winget, Spadafora & Schwartzberg, LLP (“WSS”). This declaration is being filed in support of the Motion For Relief From the Automatic Stay, to the Extent Applicable, to Allow Advancement, Reimbursement, And/Or Payment of Defense Costs Under D&O Policy (the “Motion”), that is being filed contemporaneously herewith. I have personal knowledge of, and am competent to testify, to the following: 2. Nationwide Insurance Company (“Nationwide”) appointed me to act as counsel forLeslie Wallach (“Movant”), pursuant to the Business and Management Indemnity Policy No. EKS3309995 (the “Policy”) issued by E-Risk Services, LLC and underwritten by Scottsdale Insurance Company (“Scottsdale”).

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3. Movant was the former Chief Financial Officer of Professional Financial Investors,Inc. (“PFI”), and brings this Motion on behalf of herself and similarly-situated directors and officers insured under the Policy, specifically Manuel Romero and Charlene Albanese (collectively, the “Insured Persons”). 4. On or about October 31, 2019, PFI and Professional Investors Security Fund, Inc. (the “Debtors”) purchased the Policy, otherwise known as a “Directors and Officers,” or “D&O,” policy. The Policy was in effect from October 31, 2019 through October 31, 2020, at 12:01 a.m. A true and correct copy of the entire Policy is attached hereto as Exhibit A. 5. On July 2, 2020, a class action complaint stylized as Susan Aiken, et al. v. Professional Financial Investors, Inc., et al., Case No. CIV2001560, was filed in the Superior Court of the State of California, County of Marin, against the Debtors, among others, which asserted the following causes of action: (1) California Statutory Securities Fraud; (2) Sale of Unregistered Securities; (3) Breach of Fiduciary Duty; (4) Negligent Misrepresentation; and (5) Breach of Contract (the “State Court Action”). A true and correct copy of the State Court Action is attached hereto as Exhibit B. 6. On or about October 30, 2020, counsel for the Official Committee of UnsecuredCreditors of the Debtors (the “Creditors Committee”) issued a letter to Scottsdale requesting a tolling agreement or waiver of the statute of limitations for certain potential claims of alleged negligence and breaches of fiduciary duties resulting from financial improprieties in the management of PFI that were purportedly discovered during an audit following the death of Kenneth Casey, the founder of PFI. The Creditors Committee alleged the same purported actions described in Movant’s Motion papers at Paragraph 16 of the Motion. A true a correct copy of the letter issued by the Creditors Committee is attached hereto as Exhibit C.

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7. Movant, in her concurrently-filed Motion, requests an Order lifting the automaticstay, pursuant to 11 U.S.C. § 362(d), in order to allow Nationwide to advance defense costs to the Insured Persons in defense of the claims that are being pursued by the Creditors Committee and any other claims that may be asserted against the Insured Persons that are covered by the Policy. 8. The Motion is unopposed and is further supported by declarations filedconcurrently herewith by counsel for Manuel Romero, Charlene Albanese, and PFI. 9. In connection with my representation of Movant, approximately $10,500 inattorney’s fees and costs have been incurred as of today’s date. None of my attorney’s fees or costs incurred in connection with my representation of Movant have been paid. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 2nd day of July 2021, at Los Angeles, CA. ____________________________ Gabriel Z. Reynoso

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EXHIBIT A

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/2019 on Flemming per & McCloskey, Inc.- San Francisco Pine Street e 1530 Francisco, CA 94111 :Professional Financial Investors, Inc. PolicyNo.: EKS3309995 r Alison: ched please find the following items for the policy for the above mentioned account. Review and report any discrepancies toffice right away. • Declarations EKS-D-1 (11/16) • E-Risk Management Tools Center HLPDO (1-18) • E-Risk Management Tools Center HLPEPL (1-18) • California Policyholder Notice NOTX0015CA (02/00) • California Surplus Lines Notice NOTS0021CA (07/11) • General Terms and Conditions EKS-1 (04/08) • Employment Practices Coverage Section EKS-P-2 (04/08) • Directors & Officers and Company Coverage Section EKS-P-1 (04/08)• Fiduciary Coverage Section EKS-P-3 (04/08) • Allocation Provision EKS-782 (01/09) • Amend Discovery Election-90 Days EKS-787 (01/09) • Amend Notice of Circumstances EKS-6 (04/08) • Amend Notice of Circumstances EKS-7 (04/08) • Amend Notice Provision - D&O EKS-8 (04/08) • Amend Notice Provision - EPL EKS-9 (04/08) • Amend Notice Provision 60 Days - EPL EKS-832 (05/09) • Amend Other Insurance - EPL EKS-810 (01/09) • Amend Other Insurance to be Primary - D&O EKS-199 (04/08)• Amend Other Insurance to be Primary - Fiduciary EKS-200 (04/08)• Amend Outside Services Exclusion EKS-14 (01/09) • Amend Pollution Exclusion - Side A EKS-846 (11/09) • Amend Subrogation Provision - Final Judgment EKS-784 (01/09)• Amend Third Party EKS-15 (04/08) • Amend Warranty Provision Non-Rescindable Coverage EKS-16 (04/09)• Amended Definition of Directors & Officers - Leased / Contracted Employees EKS-202 (04/08)

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• Delete Paragraph iii. from Exclusion n. EKS-775 (01/09) • Employed Lawyers Extension EKS-21 (04/08) • Employee Privacy Coverage with Sub-Limit EKS-929 (02/11) • Exclusion of Certified Acts of Terrorism EKS-271 (06/08) • Extradition Coverage Endorsement EKS-788 (01/09) • General Partner Exclusion EKS-23 (04/08) • HIPAA Expenses Endorsement EKS-1639 (2-16) • Immigration Claim Endorsement EKS-785 (01/09) • Named Entity Exclusion for Public Companies EKS-66 (04/08)• PPACA Civil Money Penalties Extension EKS-1562 (6-14) • Professional Services Errors and Omissions Exclusions EKS-22 (04/08)• Removal of Alternative Dispute Resolution Provision EKS-37 (04/08)• Scientific And Advisory Board Extension EKS-19 (04/08) • Tolling or Waiving the Statute of Limitations EKS-786 (01/09)• Voluntary Compliance Program Extension EKS-20 (04/08) • Wage and Hour Claim Costs, Charges and Expenses Only Endorsement EKS-1144 (12/12)• Amendatory Endorsement - California UTS-253-CA (01/97) • Service of Suit Clause UTS-9g (05/96) • Policyholder Disclosure Notice of Terrorism Insurance Coverage NOTS0163CW (02/15)nk you. a Danna

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Administrative Office: 8877 North Gainey Center Drive • Scottsdale, Arizona 852581-800-423-7675 • A Stock Company BUSINESS AND MANAGEMENT INDEMNITY POLICY DECLARATIONS MPLOYMENT PRACTICES, DIRECTORS AND OFFICERS AND COMPANY, FIDUCIARY, BUSINESSOWNERS, PRIVACY PLUS, TECHNOLOA AND PROFESSIONAL SERVICES AND MISCELLANEOUS PROFESSIONAL SERVICES COVERAGE SECTIONS OF THIS POLICY, WHICHAPPLICABLE, COVER ONLY CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR, IF ELECTED, THE EXTENDEOD AND REPORTED TO THE INSURER PURSUANT TO THE TERMS OF THE RELEVANT COVERAGE SECTION. THE CRIME COVERAGE ION, IF APPLICABLE, APPLIES ONLY TO LOSS DISCOVERED DURING THE POLICY PERIOD. PLEASE READ THIS POLICY CAREFULLY. IMITS OF LIABILITY AVAILABLE TO PAY INSURED LOSS SHALL BE REDUCED BY AMOUNTS INCURRED FOR COSTS, CHARGES AND NSES, UNLESS OTHERWISE PROVIDED HEREIN. AMOUNTS INCURRED FOR COSTS, CHARGES AND EXPENSES AND LOSS SHALL ALPPLIED AGAINST THE RETENTION AND DEDUCTIBLE AMOUNTS. S THAT APPEAR IN BOLDFACE TYPE HAVE SPECIAL MEANING. PLEASE REFER TO THE APPROPRIATE DEFINITIONS SECTIONS OF THCY. 1. Parent Professional Financial Investors, Inc. Policy No: EKS3309995Company 350 Ignacio Blvd. Suite 300 Agent No: 29406 & Mailing Novato, CA 94949 Renewal No: EKS3273207 Address: Agent Name E-Risk Services, LLC & Mailing Northwest Professional Center Address: 227 US Hwy 206 Suite 302 Flanders, NJ 07836-9174 Principal Address, if different from mailing address: 2. Policy Period: From 10/31/2019 to 10/31/2020 12:01 A.M. local time at Principal Address shown above. 3. Coverage Sections and Limit of Liability Employment Practices Coverage Section 1.Limit of Liability: a. $2,000,000 aggregate for all Loss, subject to 1.b. and 1.c. immediately below. b. additional aggregate for all Costs, Charges and Expenses, subject to 1.c. immediately $1,000,000 below. c. $3,000,000 maximum aggregate for this Coverage Section 2.Retention: a. $25,000 each Employment Practices Claim b. $25,000 each Third-Party Claim 3.Continuity Date: 10/15/2016 4.Third Party Coverage:Yes X No Directors and Officers and Company Coverage Section 1. Limit of Liability:

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2. Retention: a. $0 each Claim under Insuring Clause 1. b. $25,000 each Claim under Insuring Clause 2. c. $25,000 each Claim under Insuring Clause 3. 3. Continuity Date: 10/15/2016 Fiduciary Coverage Section 1. Limit of Liability $2,000,000 maximum aggregate for this Coverage Section2. Retention $0 each Claim 3. Continuity Date:10/31/2018 4. Premium: $37,789 5. Discovery Period options: 1. One (1) year = 100% of the premium 2. Two (2) years = 125% of the premium 3. Three (3) years = 150% of the premium As provided in Section H. of the General Terms and Conditions, only one of the above Discovery Period options may be elected and purchased. 6. Run-Off Period: 1. One (1) year = 110% of the premium 2. Two (2) years = 112% of the premium 3. Three (3) years = 115% of the premium 4. Four (4) years = 120% of the premium 5. Five (5) years = 122% of the premium 6. Six (6) years = 125% of the premium As provided in Section I. of the General Terms and Conditions, only one of the above Run-Off Period options may be electedand purchased. 7. Forms and Endorsements Effective at Inception of Policy: EKS-D-1 (11/16), HLPDO (1-18), HLPEPL (1-18), NOTX0015CA (02/00), NOTS0021CA (07/11), EKS-1 (04/08), EKS-P-2 (04/08), EKS-P-1 (04/08), EKS-P-3 (04/08), EKS-782 (01/09), EKS-787 (01/09), EKS-6 (04/08), EKS-7 (04/08), EKS-8 (04/08),EKS-9 (04/08), EKS-832 (05/09), EKS-810 (01/09), EKS-199 (04/08), EKS-200 (04/08), EKS-14 (01/09), EKS-846 (11/09), EK784 (01/09), EKS-15 (04/08), EKS-16 (04/09), EKS-202 (04/08), EKS-17 (03/10), EKS-845 (05/09), EKS-783 (01/09), EKS-78(01/09), EKS-775 (01/09), EKS-21 (04/08), EKS-929 (02/11), EKS-271 (06/08), EKS-788 (01/09), EKS-23 (04/08), EKS-1639 16), EKS-785 (01/09), EKS-66 (04/08), EKS-1562 (6-14), EKS-22 (04/08), EKS-37 (04/08), EKS-19 (04/08), EKS-786 (01/09),EKS-20 (04/08), EKS-1144 (12/12), UTS-253-CA (01/97), UTS-9g (05/96), NOTS0163CW (02/15) 8. Notices to Insurer: Notice of Claims to: Other Notices to: Nationwide Management Liability & Specialty Nationwide Management Liability & SpecialtyAttention: Claims Manager Attention: Claims Manager 7 World Trade Center, 37th Floor 7 World Trade Center, 37th Floor250 Greenwich Street 250 Greenwich Street New York, NY 10007 New York, NY 10007 MLSReportALoss@nationwide.com MLSReportALoss@nationwide.com

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Underwritten by: Scottsdale Insurance Company Home Office: One Nationwide Plaza • Columbus, Ohio 43215 Administrative Office: 8877 North Gainey Center Drive •Scottsdale, Arizona 85258 1-800-423-7675 • A Stock Company In Witness Whereof, the Company has caused this policy to be executed and attested. Secretary President

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E-RISK MANAGEMENT TOOLS CENTER

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E-RISK MANAGEMENT TOOLS CENTER

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CALIFORNIA POLICYHOLDER NOTICE IMPORTANT INFORMATION FOR CALIFORNIA POLICYHOLDERS In the event you need to contact someone about this policy for any reason, please contact your agent first. If you have additional questions, you may contact the insurance company issuing this policy at the following address and telephone number: 8877 North Gainey Center Drive Scottsdale, Arizona 85258 Telephone: 1-800-423-7675 If you have been unable to contact or obtain satisfaction from the company or agent, you may contact the California Insurance Department at: California Department of Insurance Consumer Affairs Unit 300 South Spring Street, 9th Floor, South Tower Los Angeles, California 90013 Telephone: 1-800-927-4357 or 213-897-8921 (out of state) When contacting your agent, company or the Insurance Department, please have your policy number available.

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CALIFORNIA SURPLUS LINES NOTICE NOTICE TO CALIFORNIA INSURED 1. THE INSURANCE POLICY THAT YOU [HAVE PURCHASED] [ARE APPLYING TO PURCHASE] IS BEING ISSUED BY AN INSURER THAT IS NOT LICENSED BY THE STATE OF CALIFORNIA. THESE COMPANIES ARE CALLED "NON-ADMITTED" OR "SURPLUS LINE" INSURERS. 2. THE INSURER IS NOT SUBJECT TO THE FINANCIAL SOLVENCY REGULATION AND ENFORCEMENT THAT APPLY TO CALIFORNIA LICENSED INSURERS. 3. THE INSURER DOES NOT PARTICIPATE IN ANY OF THE INSURANCE GUARANTEE FUNDS CREATED BY CALIFORNIA LAW. THEREFORE, THESE FUNDS WILL NOT PAY YOUR CLAIMS OR PROTECT YOUR ASSETS IF THE INSURER BECOMES INSOLVENT AND IS UNABLE TO MAKE PAYMENTS AS PROMISED. 4. THE INSURER SHOULD BE LICENSED EITHER AS A FOREIGN INSURER IN ANOTHER STATE IN THE UNITED STATES OR AS A NON-UNITED STATES (ALIEN)INSURER. YOU SHOULD ASK QUESTIONS OF YOUR INSURANCE AGENT, BROKER, OR "SURPLUS LINE" BROKER OR CONTACT THE CALIFORNIA DEPARTMENT OF INSURANCE AT THE FOLLOWING TOLL-FREE TELE-PHONE NUMBER: 1-800-927-4357. ASK WHETHER OR NOT THE INSURER IS LICENSED AS A FOREIGN OR NON-UNITED STATES (ALIEN) INSURER AND FOR ADDITIONAL INFORMATION ABOUT THE INSURER. YOU MAY ALSO CONTACT THE NAIC'S INTERNET WEB SITE AT WWW.NAIC.ORG.

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UNITED STATES AND YOU MAY CONTACT THAT STATES DEPARTMENT OF INSURANCE TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 6. FOR NON-UNITED STATES (ALIEN) INSURERS, THE IN-SURER SHOULD BE LICENSED BY A COUNTRY OUTSIDE OF THE UNITED STATES AND SHOULD BE ON THE NAIC'S INTERNATIONAL INSURERS DEPARTMENT (IID) LISTING OF APPROVED AGENT, BROKER, OR "SURPLUS LINE" BROKER TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 7. CALIFORNIA MAINTAINS A LIST OF APPROVED SURPLUS LINE INSURERS. ASK YOUR AGENT OR BROKER IF THE INSURER IS ON THAT LIST, OR VIEW THAT LIST AT THE INTERNET WEBSITE OF THE CALIFORNIA DEPARTMENT OF INSURANCE: WWW.INSURANCE.CA.GOV. 8. IF YOU, AS THE APPLICANT, REQUIRED THAT THE INSURANCE POLICY YOU HAVE PURCHASED BE BOUND IMMEDIATELY, EITHER BECAUSE EXISTING COVERAGE WAS GOING TO LAPSE WITHIN TWO BUSINESS DAYS OR BECAUSE YOU WERE REQUIRED TO HAVE COVERAGE WITHIN TWO BUSINESS DAYS, AND YOU DID NOT RECEIVE THIS DISCLOSURE FORM AND A REQUEST FOR YOUR SIGNATURE UNTIL AFTER COVERAGE BECAME EFFECTIVE, YOU HAVE THE RIGHT TO CANCEL THIS POLICY WITHIN FIVE DAYS OF RECEIVING THIS DISCLOSURE. IF YOU CANCEL COVERAGE, THE PREMIUM WILL BE PRORATED AND ANY BROKERS FEE CHARGED FOR THIS INSURANCE WILL BE RETURNED TO YOU. (California D-2)

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A Stock Insurance Company, herein called the Insurer BUSINESS AND MANAGEMENT INDEMNITY POLICY GENERAL TERMS AND CONDITIONS In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and terms and conditions of this Policy, the Insurer and the Insureds agree as followsA. SEVERABILITY OF GENERAL TERMS AND CONDITIONS These General Terms and Conditions apply to each and every Coverage Section of this Policy. The terms and conditions of each Coverage Section apply only to that Coverage Section and shall not be construed to apply to any other Coverage Section. B. DEFINITIONS Whenever used in this Policy, the terms that appear below in boldface type shall have the meanings set forth in this Definitions subsection of the General Terms and Conditions. However, if a term also appears in boldface type in a particular Coverage Section and is defined in that Coverage Section, that definition shall apply for purposes of that particular Coverage Section. Terms that appear in boldface in the General Terms and Conditions but are not defined in this Definitions subsection and are defined in other Coverage Sections of the Policy shall have the meanings ascribed to them in those Coverage Sections. 1. Application means all applications, including any attachments thereto, and all other information and materials submitted by or on behalf of the Insureds to the Insurer in connection with the Insurer underwriting this Policy or any policy of which this Policy is a renewal or replacement. All such applications, attachments, information, materials and documents are deemed attached to and incorporated into this Policy. 2. Company means: a. the Parent Company; and b. any Subsidiary, and includes any such organization as a debtor-in-possession or the bankruptcy estate of such entity under United States bankruptcy law or an equivalent status under the law of any other jurisdiction. 3. Discovery Period means one of the periods described in Item 5. of the Declarations which is elected and purchased pursuant to Section H. below. 4. Domestic Partner means any natural person qualifying as a domestic partner under the provision of any applicable federal, state or local law or under the provisions of any formal program established by the Company. 5. Extended Period means the Discovery Period or the Run-Off Period, if such provision is elected and purchased pursuant to Sections H. or I. respectively, below. 6. Insurer means the insurance company providing this insurance.

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9. Policy Period means the period from the effective date and hour of the inception of this Policy to the Policy expiration date and hour as set forth in Item 2. of the Declarations, or its earlier cancellation date and hour, if any. 10. Run-Off Period means one of the periods described in Item 6. of the Declarations, which is elected and purchased pursuant to Section I. below. 11. Subsidiary means: a. any entity of which more than fifty percent (50%) of the outstanding securities representing the present right to vote for the election of such entity's directors or managers are owned by the Parent Company, directly or indirectly, if such entity: i. was so owned on or prior to the inception date of this Policy; orii. becomes so owned after the inception date of this Policy; andb. any joint venture entity in which the Parent Company, or an entity described in a. above, has an exact fifty percent (50%) ownership of the interests of such joint venture entity and where, pursuant to a written joint venture agreement, the Parent Company or entity described in a. above solely controls the management and operations of such joint venture entity. 12. Takeover means: a. the acquisition by any person or entity of more than fifty percent (50%) of the outstanding securities of the Parent Company representing the present right to vote for the election of directors; orb. the merger or consolidation of the Parent Company into another entity such that the Parent Company is not the surviving entity. All definitions shall apply equally to the singular and plural forms of the respective words. C. LIMITS OF LIABILITY, RETENTIONS AND DEDUCTIBLES 1. The Limits of Liability, Retentions and Deductibles for each Coverage Section are separate Limits of Liability, Retentions and Deductibles pertaining only to the Coverage Section for which they are shown. The application of a Retention or Deductible to Loss under one Coverage Section shall not reduce the Retention or Deductible under any other Coverage Section, and no reduction in the Limit of Liability applicable to one Coverage Section shall reduce the Limit of Liability under any other Coverage Section. 2. In the event that any Claim is covered, in whole or in part, under two or more Insuring Clauses or more than one Coverage Section, the total applicable Retention or Deductible shall not exceed the single largest applicable Retention or Deductible. The largest applicable Retention or Deductible shall apply only once to such Claim. D. WARRANTY It is warranted that the particulars and statements contained in the Application are the basis of this Policy and are to be considered as incorporated into and constituting a part of this Policy and each Coverage Section. By acceptance of this Policy, the Insureds agree that: 1. the statements in the Application are their representations, that such representations shall be deemed material to the acceptance of the risk or the hazard assumed by Insurer under this Policy, and that this Policy and each Coverage Section are issued in reliance upon the truth of such representations; and

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E. CANCELLATION 1. By acceptance of this Policy, the Insureds hereby confer to the Parent Company the exclusive power and authority to cancel this Policy on their behalf. The Parent Company may cancel this Policy in its entirety or any of the applicable Coverage Sections individually by surrender thereof to the Insurer, or by mailing written notice to the Insurer stating when thereafter such cancellation shall be effective. The mailing of such notice shall be sufficient notice and the effective date of cancellation shall be the date the Insurer received such notice or any later date specified in the notice, and such effective date shall become the end of the Policy or applicable Coverage Section. Delivery of such written notice shall be equivalent to mailing. 2. This Policy may be cancelled by the Insurer only for nonpayment of premium, by mailing written notice to the Parent Company stating when such cancellation shall be effective, such date to be not less than ten (10) days from the date of the written notice. The mailing of such notice shall be sufficient notice and the effective date of cancellation stated in the notice shall become the end of the Policy Period. Delivery of such written notice by the Insurer shall be equivalent to mailing. If the foregoing notice period is in conflict with any governing law or regulation, then the notice period shall be deemed to be the minimum notice period permitted under the governing law or regulation. 3. If this Policy or any Coverage Section is cancelled, the Insurer shall retain the pro rata proportion of the premium therefore. Payment or tender of any unearned premium by Insurer shall not be a condition precedent to the effectiveness of cancellation. F. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives, assigns, spouses and Domestic Partners of natural persons who are Insureds shall be considered Insureds under this Policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, assigns, spouses and Domestic Partners only for a Claim arising solely out of their status as such and, in the case of a spouse or Domestic Partner, where the Claim seeks damages from marital community property, jointly held property or property transferred from the natural person who is an Insured to the spouse or Domestic Partner. No coverage is provided for any Wrongful Act of an estate, heir, legal representative, assign, spouse or Domestic Partner. All of the terms and conditions of this Policy including, without limitation, the Retentions and Deductibles applicable to Loss incurred by natural persons who are Insureds shall also apply to Loss incurred by such estates, heirs, legal representatives, assigns, spouses and Domestic Partners. G. AUTHORIZATION CLAUSE By acceptance of this Policy, the Parent Company agrees to act on behalf of all Insureds, and the Insureds agree that the Parent Company will act on their behalf, with respect to the giving of all notices to Insurer, the receiving of notices from Insurer, the agreement to and acceptance of endorsements, the payment of the premium and the receipt of any return premium. H. DISCOVERY PERIOD 1. If this Policy or any Coverage Section is cancelled or is not renewed by the Insurer, for reasons other than non-payment of premium or if the Parent Company elects to cancel or not to renew this Policy or a Coverage Section, then the Parent Company shall have the right, upon payment of an additional premium calculated at that percentage shown in Item 5. of the Declarations of the total premium for this Policy, or the total premium for the cancelled or not renewed Coverage Section, whichever is applicable, to purchase an extension of the coverage granted by this Policy or the applicable cancelled or not renewed Coverage Section with respect to any Claim first made during the period of time set forth in Item 5. of the Declarations after the effective date of such cancellation or, in the event of a refusal to renew, after the Policy expiration date, but only with respect to any Wrongful Act committed before such date. The Parent Company shall have the right to elect only one of the Discovery Periods set forth in Item 5. of the Declarations.

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so given to Insurer, there shall be no right to purchase the Discovery Period. 3. In the event of the purchase of the Discovery Period, the entire premium therefore shall be deemed earned at the commencement of the Discovery Period. 4. The exercise of the Discovery Period shall not in any way increase or reinstate the limit of Insurer's liability under any Coverage Section. I. RUN-OFF COVERAGE In the event of a Takeover: 1. The Parent Company shall have the right, upon payment of an additional premium calculated at the percentage of the total premium for this Policy set forth in Item 6. of the Declarations, to an extension of the coverage granted by this Policy with respect to any Claim first made during the Run-Off Period, as set forth in Item 6. of the Declarations, but only with respect to any Wrongful Act committed before the effective date of the Takeover (herein defined as "Run-Off Coverage"); provided, however, such additional premium shall be reduced by the amount of the unearned premium from the date of the Takeover or the date of notice of the election of the Run-Off Coverage, whichever is later, through the expiration date set forth in Item 2. of the Declarations. 2. The Parent Company shall have the right to elect only one of the periods designated in Item 6. of the Declarations. The election must be made prior to the expiration of the Policy Period. The right to purchase a Run-Off Period shall terminate on the expiration of the Policy Period. 3. If a Run-off Period is elected and purchased: a. Section E. above, is deleted in its entirety and neither the Insureds nor the Insurer may cancel this Policy or any Coverage Section thereof; b. Section H. above, is deleted in its entirety; and c. the maximum aggregate Limit of Liability of the Insurer for each Coverage Section purchased and set forth on the Declarations shall be twice the otherwise applicable maximum aggregate Limit of Liability set forth in Item 3. of the Declarations for such Coverage Section; provided, however, the maximum aggregate Limit of Liability of the Insurer in connection with any one Claim shall be amount originally shown as the maximum aggregate Limit of Liability for each Coverage Section purchased and set forth on the Declaration. J. ALTERNATIVE DISPUTE RESOLUTION The Insureds and the Insurer shall submit any dispute or controversy arising out of or relating to this Policy or the breach, termination or invalidity thereof to the alternative dispute resolution ("ADR") process described in this subsection. Either an Insured or the Insurer may elect the type of ADR process discussed below; provided, however, that the Insured shall have the right to reject the choice by the Insurer of the type of ADR process at any time prior to its commencement, in which case the choice by the Insured of ADR process shall control. There shall be two choices of ADR process: (1) non-binding mediation administered by any mediation facility to which the Insurer and the Insured mutually agree, in which the Insured and the Insurer shall try in good faith to settle the dispute by mediation in accordance with the then-prevailing commercial mediation rules of the mediation facility; or (2) arbitration submitted to any arbitration facility to which the Insured and the Insurer mutually agree, in which the arbitration panel shall consist of three disinterested individuals. In either mediation or arbitration, the mediator or arbitrators shall have knowledge of the legal, corporate management, and insurance issues relevant to the matters in dispute. In the event of arbitration, the decision of the arbitrators shall be final and binding and

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Either ADR process may be commenced in New York, New York or in the state indicated in Item 1. of the Declarations as the principal address of the Parent Company. The Parent Company shall act on behalf of each and every Insured in connection with any ADR process under this section. K. TERRITORY Coverage under this Policy shall extend to Wrongful Acts taking place or Claims made anywhere in the world. L. ASSISTANCE, COOPERATION AND SUBROGATION The Insureds agree to provide Insurer with such information, assistance and cooperation as Insurer reasonably may request, and they further agree that they shall not take any action which in any way increases Insurer's exposure under this Policy. In the event of any payments under this Policy, Insurer shall be subrogated to the extent of such payment to all of the Insureds' rights of recovery against any person or entity. The Insureds shall execute all papers required and shall do everything that may be necessary to secure and preserve such rights, including the execution of such documents as are necessary to enable Insurer effectively to bring suit or otherwise pursue subrogation in the name of the Insureds, and shall provide all other assistance and cooperation which Insurer may reasonably require. M. ACTION AGAINST INSURER, ALTERATION AND ASSIGNMENT Except as provided in Section J. above, Alternative Dispute Resolution, no action shall lie against Insurer unless, as a condition precedent thereto, there shall have been compliance with all of the terms of this Policy. No person or organization shall have any right under this Policy to join Insurer as a party to any action against the Insureds to determine their liability, nor shall Insurer be impleaded by the Insureds or their legal representative. No change in, modification of, or assignment of interest under this Policy shall be effective except when made by a written endorsement to this Policy which is signed by an authorized representative of the Insurer. N. ENTIRE AGREEMENT By acceptance of this Policy, the Insureds agree that this Policy embodies all agreements existing between them and Insurer or any of their agents relating to this insurance. Notice to any agent or knowledge possessed by any agent or other person acting on behalf of Insurer shall not effect a waiver or a change in any part of this Policy or estop Insurer from asserting any right under the terms of this Policy or otherwise, nor shall the terms be deemed waived or changed except by written endorsement or rider issued by Insurer to form part of this Policy.

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A Stock Insurance Company, herein called the Insurer BUSINESS AND MANAGEMENT INDEMNITY POLICY EMPLOYMENT PRACTICES COVERAGE SECTION In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and terms and conditions of this Policy, the Insurer and the Insureds agree as followsA. INSURING CLAUSES 1. Employee Insuring Clause Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to pay by reason of an Employment Practices Claim first made against the Insureds during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to Section E.1. herein, for an Employment Practices Wrongful Act taking place prior to the end of the Policy Period. 2. Third-Party Insuring Clause In the event Third-Party Coverage is affirmatively designated in Item 3. of the Declarations relating to this Coverage Section, the Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to pay by reason of a Third-Party Claim first made against the Insureds during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to Section E.1. herein, for a Third-Party Wrongful Act taking place prior to the end of the Policy Period. B. DEFINITIONS 1. Claim means any: a. Employment Practices Claim; or b. Third-Party Claim. 2. Continuity Date means the Continuity Date set forth in Item 3. of the Declarations relating to this Coverage Section. 3. Costs, Charges and Expenses means reasonable and necessary legal costs, charges, fees and expenses incurred by any of the Insureds in defending Claims and the premium for appeal, attachment or similar bonds arising out of covered judgments, but with no obligation to furnish such bonds and only for the amount of such judgment that is up to the applicable Limit of Liability. Costs, Charges and Expenses do not include salaries, wages, fees, overhead or benefit expenses of or associated with officers or employees of the Company. 4. Employee means any person who was, now is or shall become: a. a full-time or part-time employee of the Company, including voluntary, seasonal, and temporary employees; b. any individual who applies for employment with the Company; and

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a. a written demand against an Insured for damages or other relief;b. a civil, judicial, administrative, regulatory or arbitration proceeding or a formal governmental investigation against an Insured seeking damages or other relief, commenced by the service of a complaint or similar pleading, including any appeal therefrom;c. a civil proceeding against an Insured before the Equal Employment Opportunity Commission or any similar federal, state or local governmental body, commenced by the filing of a notice of charges, investigative order or similar document; or d. a criminal proceeding brought for an Employment Practices Wrongful Act in a court outside of the United States against any Insured, commenced by a return of an indictment or similar document, or receipt or filing of a notice of charges; brought by or on behalf of an Employee in their capacity as such. Employment Practices Claim does not include a labor or grievance proceeding, which is pursuant to a collective bargaining agreement. 6. Employment Practices Wrongful Act means any actual or alleged: a. violation of any common or statutory federal, state, or local law prohibiting any kind of employment-related discrimination; b. harassment, including any type of sexual or gender harassment as well as racial, religious, sexual orientation, pregnancy, disability, age, or national origin-based harassment, or unlawful workplace harassment, including workplace harassment by any non-employee;c. abusive or hostile work environment; d. wrongful discharge or termination of employment, whether actual or constructive;e. breach of an actual or implied employment contract; f. wrongful deprivation of a career opportunity, wrongful failure or refusal to employ or promote, or wrongful demotion; g. employment-related defamation, libel, slander, disparagement, false imprisonment, misrepresentation, malicious prosecution, or invasion of privacy;h. wrongful failure or refusal to adopt or enforce workplace or employment practices, policies or procedures, solely as respects employment-related discrimination or harassment;i. wrongful discipline; j. employment-related wrongful infliction of emotional distress, mental anguish, or humiliation;k. Retaliation; l. negligent evaluation; or m. negligent hiring or negligent supervision of others in connection with a. through l. above, but only if employment-related and claimed by or on behalf of any Employee and only if committed or allegedly committed by any of the Insureds in their capacity as such. 7. Insured Persons means all persons who were, now are or shall become: a. a director or officer of the Company;

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8. Insureds means the Company and any Insured Persons. 9. Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact, circumstance, situation, event, transaction, cause or series of facts, circumstances, situations, events, transactions or causes. 10. Loss means the damages, judgments, settlements, front pay and back pay, pre-judgment or post judgment interest awarded by a court, and Costs, Charges and Expenses incurred by any of the Insureds. Loss does not include: a. taxes, fines or penalties; b. matters uninsurable under the laws pursuant to which this Policy is construed;c. punitive or exemplary damages, liquidated damages awarded by a court pursuant to a violation of the Equal Pay Act, the Age Discrimination in Employment Act or the Family Medical Leave Act, all as amended, or any rules or regulations promulgated thereunder, or similar provisions of any common or statutory federal, state or local law, or the multiple portion of any multiplied damage award, except to the extent that such punitive, exemplary, or liquidated damages or the multiple portion of any multiplied damage award are insurable under the internal laws of any jurisdiction which most favors coverage for such damages and which has a substantial relationship to the Insureds, Insurer, this Policy or the Claim giving rise to such damages; d. the cost of any remedial, preventative or other non-monetary relief, including without limitation any costs associated with compliance with any such relief of any kind or nature imposed by any judgment, settlement or governmental authority; e. amounts owed under any employment contract, partnership, stock or other ownership agreement, or any other type of contract; f. disability, social security, workers compensation, medical insurance, retirement or pension benefit payments, or settlement amounts representing benefit payments;g. the costs to modify or adapt any building or property to be accessible or accommodating, or to be more accessible or accommodating, to any disabled person; h. the cost of creating or reinstating employment; i. any amount owed as wages to any Employee, other than front pay or back pay; orj. any amount for which the Insured is not financially liable or legally obligated to pay. 11. Retaliation means any actual or alleged response of any of the Insureds to: a. the disclosure or threat of disclosure by an Employee to a superior or to any governmental agency of any act by any of the Insureds where such act is alleged to be a violation of any federal, state local or foreign law, whether common or statutory, or any rule or regulation promulgated thereunder;b. the actual or attempted exercise by an Employee of any right that such Employee has under law, including rights under any worker's compensation law, the Family and Medical Leave Act, the Americans with Disabilities Act or any other law relating to employee rights;c. the filing of any claim under the Federal False Claims Act or any similar federal, state, local or foreign "whistleblower" law or "whistleblower" provision of any law; ord. any legally-protected Employee work stoppage or slowdown.

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a. any written demand for damages or other relief against an Insured;b. a civil judicial, administrative or arbitration proceeding against an Insured seeking damages or other relief, including any appeal therefrom; or c. a criminal proceeding brought for an Employment Practices Wrongful Act in a court outside of the United States against any Insured, commenced by a return of an indictment or similar document, or receipt or filing of a notice of charges; brought by or on behalf of a Third-Party in their capacity as such. 14. Third-Party Wrongful Act means any actual or alleged: a. harassment of a Third-Party, including but not limited to any type of sexual or gender harassment as well as racial, religious, sexual orientation, pregnancy, disability, age, or national origin-based harassment; or b. discrimination against a Third-Party, including but not limited to any such discrimination on account of race, color, religion, age, disability or national origin. 15. Wrongful Act means: a. Employment Practices Wrongful Act; or b. Third-Party Wrongful Act. C. EXCLUSIONS Insurer shall not be liable for Loss under this Coverage Section on account of any Claim: 1. for actual or alleged bodily injury, sickness, disease or death of any person, or damage to or destruction of any tangible or intangible property including loss of use thereof, whether or not such property is physically injured; provided, however, this exclusion shall not apply to mental anguish, emotional distress or humiliation; 2. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: a. any Wrongful Act, fact circumstance or situation which has been the subject of any written notice given under any other policy of which this Policy is a renewal or replacement or which it succeeds in time; or b. any other Wrongful Act whenever occurring which, together with a Wrongful Act which has been the subject of such notice, would constitute Interrelated Wrongful Acts;3. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: a. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or disposal of Pollutants; or b. any direction or request that any Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants, or any voluntary decision to do so;including without limitation any such Claim by or on behalf of the Company, its securities holders or

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as defined by, or identified on, a list of hazardous substances issued by the United States Environmental Protection Agency or any federal, state, county, municipal or local counterpart thereof or any foreign equivalent. Such substances shall include, without limitation, solids, liquids, gaseous, biological, bacterial or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials (including materials to be reconditioned, recycled or reclaimed). Pollutants shall also mean any other air emission or particulate, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products, noise, fungus (including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi, but does not include any fungi intended by the Insured for consumption) and electric or magnetic or electromagnetic field;4. for any actual or alleged violation of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, all as amended, or any rules or regulations promulgated thereunder, or similar provisions of any common or statutory federal, state or local law; provided, however, this exclusion does not apply to any such Claim alleging violations of the Equal Pay Act or Retaliation;5. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any dishonest, deliberately fraudulent or criminal act; provided, however this exclusion shall not apply unless and until there is a final judgment against such Insured as to such conduct. If such excluded conduct is established through a final judgment, the Insured shall reimburse the Insurer for any Costs, Charges and Expenses; 6. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any Wrongful Act actually or allegedly committed subsequent to a Takeover;7. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: a. any prior or pending litigation or administrative or regulatory proceeding, demand letter or formal or informal governmental investigation or inquiry, including without limitation any investigation by the United States Department of Labor or the United States Equal Employment Opportunity Commission, filed or pending on or before the Continuity Date; orb. any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or administrative or regulatory proceeding, demand letter or formal or informal governmental investigation or inquiry, including any investigation by the United States Department of Labor or the United States Equal Employment Opportunity Commission; 8. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any Wrongful Act, fact, circumstance, or situation which any of the Insured Persons who were, now are, or shall be directors, officers, managers or supervisory employees, had knowledge of prior to the Continuity Date where such Insured Persons had reason to believe at the time that such known Wrongful Act could reasonably be expected to give rise to such Claim;9. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving, any actual or alleged responsibility, obligation or duty of any Insured pursuant to any workers compensation, unemployment insurance, social security, disability benefits or pension benefits or similar law; provided, however, this exclusion shall not apply to any such Claim alleging Retaliation; or10. for that portion of Loss which is covered under any other Coverage Section of this Policy. No Wrongful Act of one or more Insureds shall be imputed to any other Insureds for the purpose of determining the applicability of any of the above exclusions. D. LIMIT OF LIABILITY AND RETENTIONS

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2. As shown in Item 3.1. of the Declarations relating to this Coverage Section, the following Limits of Liability of the Insurer shall apply: a. The amount set forth in Item 3.1.a. relating to this Coverage Section shall be the aggregate limit of liability for the payment of Loss, subject to additional payments for Costs, Charges and Expenses as further described in subsection b. immediately below. b. The amount set forth in Item 3.1.b. relating to this Coverage Section shall be the aggregate limit of liability for the payment of Costs, Charges and Expenses in addition to the limit described in subsection a. immediately above; provided, all payments for Costs, Charges and Expenses under the additional limits described in this subsection b. shall be excess of the limit described in subsection a. above, and excess of any other available insurance that is specifically excess to this Policy. Such excess insurance must be completely and fully exhausted through the payment of loss, including but not limited to defense costs thereunder, before the Insurer shall have any obligations to make any payments under the additional limits described in this subsection b. c. The amount set forth in Item 3.1.c. of the Declarations relating to this Coverage Section shall be the maximum aggregate limit of liability under this Coverage Section and the Limit of Liability set forth in 3.1.a. and 3.1.b. relating to this Coverage Section shall be a part of and not in addition to the maximum aggregate limit of liability set forth in Item 3.1.c. for this Coverage Section. 3. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts shall be deemed to be a single Claim, and such Claim shall be deemed to have been made at the earliest of the following times, regardless of whether such date is before or during the Policy Period: a. the time at which the earliest Claim involving the same Wrongful Act or Interrelated Wrongful Acts is first made; or b. the time at which the Claim involving the same Wrongful Act or Interrelated Wrongful Acts shall be deemed to have been made pursuant to Section E.2. below. 4. Payments of Loss by Insurer shall reduce the Limit(s) of Liability under this Coverage Section. Costs, Charges and Expenses are part of, and not in addition to, the Limit(s) of Liability, and payment of Costs, Charges and Expenses reduce the Limit(s) of Liability. If such Limit(s) of Liability are exhausted by payment of Loss, the obligations of the Insurer under this Coverage Section are completely fulfilled and extinguished. E. NOTIFICATION 1. The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section only, give to Insurer written notice of any Claim made against the Insureds as soon as practicable, but in no event later than sixty (60) days after such Claim is first made against the Insureds, or the expiration of the Policy Period, whichever is later. If any Claim is first made against the Insureds during the Extended Period, if purchased, written notice to Insurer must be given as soon as practicable, but in no event later than sixty (60) days after such Claim is first made against the Insureds, or the end of the Extended Period, whichever is later. 2. If, during the Policy Period or the Discovery Period, any of the Insureds first becomes aware of a specific Wrongful Act which may reasonably give rise to a future Claim covered under this Policy, and if the Insureds, during the Policy Period or the Discovery Period, if purchased, give written notice to Insurer as soon as practicable of: a. a description of the Wrongful Act allegations anticipated;b. the identity of the potential claimants;

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f. the nature of the potential monetary damages and non-monetary relief;then any Claim made subsequently arising out of such Wrongful Act shall be deemed for the purposes of this Coverage Section to have been made at the time such written notice was received by the Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time such Wrongful Act results in a Claim. 3. Notice to Insurer shall be given to the address specified in Item 8. of the Declarations for this Policy. F. SETTLEMENT AND DEFENSE 1. It shall be the duty of the Insurer and not the duty of the Insureds to defend any Claim. Such duty shall exist even if any of the allegations are groundless, false or fraudulent. The Insurer's duty to defend any Claim shall cease when the Limits of Liability have been exhausted by the payment of Loss including Costs, Charges and Expenses. 2. The Insurer may make any investigation it deems necessary and shall have the right to settle any Claim; provided, however, no settlement shall be made without the consent of the Parent Company, such consent not to be unreasonably withheld. 3. Notwithstanding subsection 1. above, in the event that any Claim is brought as a class action, and all or any part of such Claim involves any actual or alleged violation of the Fair Labor Standards Act of 1938, as amended, or any similar state law, regulation or code, then it shall be the duty of the Insureds and not the duty of the Insurer to defend any such Claim. 4. The Insureds agree not to settle or offer to settle any Claim, incur any Costs, Charges and Expenses or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the prior written consent of the Insurer, such consent not to be unreasonably withheld. The Insurer shall not be liable for any settlement, Costs, Charges and Expenses, assumed obligation or admission to which it has not consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by any Insured from the claimant(s). 5. If the Insurer does not have the duty to defend a Claim, then the Insurer shall have the right and shall be given the opportunity to effectively associate with, and shall be consulted in advance by, the Insureds regarding the defense and negotiation of any settlement of any Claim. 6. The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer reasonably requests and agree that, in the event of a Claim, the Insureds will do nothing that shall prejudice the position of the Insurer or its potential or actual rights of recovery. 7. If the Insurer does not have the duty to defend a Claim , the Insurer shall, on a quarterly basis, advance on behalf of the Insureds covered Costs, Charges and Expenses, which the Insureds have incurred in connection with Claims made against them, prior to disposition of such Claims. Any advancement of Costs, Charges and Expenses shall be subject to the condition that such advanced amounts shall be repaid to the Insurer by the Insureds severally according to their respective interests if and to the extent the Insureds shall not be entitled to coverage for such Costs, Charges and Expenses under the terms and conditions of this Policy. G. OTHER INSURANCE 1. For any Employment Practices Claim, if any Loss covered under this Coverage Section is covered under any other valid and collectable insurance, then this Policy shall be primary insurance; provided that with respect to that portion of an Employment Practice Claim made against any leased, temporary or independently contracted Employee, Loss, including Costs, Charges and Expenses, payable on behalf of

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2. For any Third-Party Claim, if any Loss covered under this Coverage Section is covered under any other valid and collectable insurance, then this Policy shall be specifically excess of and will not contribute with such other insurance, including but not limited to any such other insurance under which there is a duty to defend, unless such other insurance is specifically stated to be excess over the Limit of Liability of this Coverage Section. H. ALLOCATION If the Insurer does not have the duty to defend a Claim, then the following subsections shall apply to such Claim. 1. If, in any Claim covered in whole or in part under this Coverage Section, the Insureds who are afforded coverage for such Claim incur Loss jointly with others, or incur an amount consisting of both Loss covered by this Policy and loss not covered by this Policy because such Claim includes both covered and uncovered matters, then the Insureds and the Insurer shall allocate such amount between covered Loss and uncovered loss based upon the relative legal and financial exposures and the relative benefits obtained by the parties to covered and uncovered matters. 2. If there can be an agreement between Insureds and the Insurer on an allocation of Costs, Charges and Expenses, the Insurer shall advance on a current basis covered Costs, Charges and Expenses. If there can be no agreement on allocation of Costs, Charges and Expenses, the Insurer shall advance on a current basis Costs, Charges and Expenses which the Insurer believes to be covered under this Policy until a different allocation is negotiated or arbitrated. 3. Any negotiated or arbitrated allocation of Costs, Charges and Expenses on account of a Claim shall be applied retroactively to all Costs, Charges and Expenses on account of such Claim, notwithstanding any prior advancement to the contrary. Any allocation or advancement of Costs, Charges and Expenses on account of a Claim shall not apply to or create any presumption with respect to the allocation of other Loss on account of such Claim or any other Claim.

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A Stock Insurance Company, herein called the Insurer BUSINESS AND MANAGEMENT INDEMNITY POLICY DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and terms and conditions of this Policy, the Insurer and the Insureds agree as followsA. INSURING CLAUSES 1. The Insurer shall pay the Loss of the Directors and Officers for which the Directors and Officers are not indemnified by the Company and which the Directors and Officers have become legally obligated to pay by reason of a Claim first made against the Directors and Officers during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to Section E.1. herein, for any Wrongful Act taking place prior to the end of the Policy Period. 2. The Insurer shall pay the Loss of the Company for which the Company has indemnified the Directors and Officers and which the Directors and Officers have become legally obligated to pay by reason of a Claim first made against the Directors and Officers during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to Section E.1. herein, for any Wrongful Act taking place prior to the end of the Policy Period. 3. The Insurer shall pay the Loss of the Company which the Company becomes legally obligated to pay by reason of a Claim first made against the Company during the Policy Period or, if applicable, the Extended Period, and reported to the Insurer pursuant to Section E.1. herein, for any Wrongful Act taking place prior to the end of the Policy Period. B. DEFINITIONS 1. Claim means: a. a written demand against any Insured for monetary damages or non-monetary or injunctive relief;b. a written demand by one or more of the securities holders of the Company upon the board of directors or the management board of the Company to bring a civil proceeding against any of the Directors and Officers on behalf of the Company; c. a civil proceeding against any Insured seeking monetary damages or non-monetary or injunctive relief, commenced by the service of a complaint or similar pleading;d. a criminal proceeding against any Insured commenced by a return of an indictment or similar document, or receipt or filing of a notice of charges; e. an arbitration proceeding against any Insured seeking monetary damages or non-monetary or injunctive relief; or f. a civil, administrative or regulatory proceeding, or a formal governmental investigation against any Insured commenced by the filing of a notice of charges, investigative order or similar document. 2. Continuity Date means the date set forth in Item 3. of the Declarations relating to this Coverage Section. 3. Costs, Charges and Expenses means:

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b. reasonable and necessary legal costs, charges, fees and expenses incurred by any of the Insureds in investigating a written demand, by one or more of the securities holders of the Company upon the board of directors or the management board of the Company, to bring a civil proceeding against any of the Directors and Officers on behalf of the Company. Costs, Charges and Expenses do not include salaries, wages, fees, overhead or benefit expenses of or associated with officers or employees of the Company. 4. Directors and Officers means any person who was, now is, or shall become: a. a duly elected or appointed director, officer, or similar executive of the Company, or any member of the management board of the Company; b. a person who was, is or shall become a full-time or part-time employee of the Company; andc. the functional equivalent of directors or officers of a Company incorporated or domiciled outside the United States of America. 5. Insured means the Company and the Directors and Officers. 6. Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact, circumstance, situation, event, transaction, cause or series of facts, circumstances, situations, events, transactions or causes. 7. Loss means damages, judgments, settlements, pre-judgment or post-judgment interest awarded by a court, and Costs, Charges and Expenses incurred by Directors and Officers under Insuring Clauses 1. or 2. or the Company under Insuring Clause 3. Loss does not include: a. taxes, fines or penalties; b. matters uninsurable under the laws pursuant to which this Policy is construed;c. punitive or exemplary damages, or the multiple portion of any multiplied damage award, except to the extent that such punitive or exemplary damages, or multiplied portion of any multiplied damage award are insurable under the internal laws of any jurisdiction which most favors coverage for such damages and which has a substantial relationship to the Insureds, Insurer, this Policy or the Claim giving rise to such damages; d. the cost of any remedial, preventative or other non-monetary relief, including without limitation any costs associated with compliance with any such relief of any kind or nature imposed by any judgment, settlement or governmental authority; e. any amount for which the Insured is not financially liable or legally obligated to pay;f. the costs to modify or adapt any building or property to be accessible or accommodating, or more accessible or accommodating, to any disabled person; or g. any amounts owed or paid to one or more securities holders of the Company under any written or express contract or agreement. 8. Outside Entity means: a. any non-profit company which is exempt from taxation under the Internal Revenue Code, as amended, in which any of the Directors and Officers is a director, officer, trustee, governor, executive director or similar position of such non-profit company; and

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a. any of the Directors and Officers, while acting in their capacity as such, or any matter claimed against any Director and Officer solely by reason of his or her serving in such capacity;b. any of the Directors and Officers, while acting in their capacity as a director, officer, trustee, governor, executive director or similar position of any Outside Entity where such service is with the knowledge and consent of the Company; and c. the Company, but only with respect to Insuring Clause 3. of this Coverage Section. C. EXCLUSIONS 1. Exclusions Applicable to All Insuring Clauses Insurer shall not be liable for Loss under this Coverage Section on account of any Claim: a. for actual or alleged bodily injury, sickness, disease, death, false imprisonment, assault, battery, mental anguish, emotional distress, invasion of privacy of any person, or damage to or destruction of any tangible or intangible property including loss of use thereof, whether or not such property is physically injured; b. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice given under any other policy of which this Policy is a renewal or replacement or which it succeeds in time; or ii. any other Wrongful Act, whenever occurring, which together with a Wrongful Act which has been the subject of such prior notice, would constitute Interrelated Wrongful Acts;c. Alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or disposal of Pollutants; or ii. any direction or request that any Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants, or any voluntary decision to do so;provided, however, this exclusion shall not apply to any Claim brought directly, derivatively or otherwise by one or more securities holders of the Company in their capacity as such. For purposes of this exclusion, Pollutants means any substance exhibiting any hazardous characteristics as defined by, or identified on, a list of hazardous substances issued by the United States Environmental Protection Agency or any federal, state, county, municipal or local counterpart thereof or any foreign equivalent. Such substances shall include, without limitation, solids, liquids, gaseous, biological, bacterial or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials (including materials to be reconditioned, recycled or reclaimed). Pollutants shall also mean any other air emission or particulate, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products, noise, fungus (including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi, but does not include any fungi intended by the Insured for consumption) and electric or magnetic or electromagnetic field; d. for any actual or alleged violation of the responsibilities, obligations or duties imposed by Employee Retirement Income Security Act of 1974, as amended, or any rules or regulations promulgated

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i. is brought derivatively by a securities holder of the Parent Company and is instigated and continued totally independent of, and totally without the solicitation, assistance, active participation of, or intervention of, any Insured; ii. is brought or maintained by any Insured in the form of a cross-claim, third-party claim or other proceeding for contribution or indemnity which is part of, and directly results from a Claim that is covered by this Coverage Section; iii. is brought or maintained by an employee of the Company who is not or was not a director or officer of the Company; iv. is brought or maintained by any former director or officer of the Company solely in their capacity as a securities holder of the Company and where such Claim is solely based upon and arising out of Wrongful Acts committed subsequent to the date such director or officer ceased to be a director or officer of the Company and where such Claim is first made two (2) years subsequent to the date such director or officer ceased to be a director or officer of the Company; or v. is brought or maintained by any bankruptcy trustee or bankruptcy appointed representative of the Company; f. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. any dishonest, deliberately fraudulent or criminal act of an Insured; provided, however this exclusion f.i. shall not apply unless and until there is a final judgment against such Insured as to such conduct; or ii. the gaining of any profit, remuneration or financial advantage to which any Directors and Officers were not legally entitled; provided, however this exclusion f.ii. shall not apply unless and until there is a final judgment against such Directors and Officers as to such conduct. When f.i. or ii. apply, the Insured shall reimburse the Insurer for any Costs, Charges or Expenses;g. for the return by any of the Directors and Officers of any remuneration paid to them without the previous approval of the appropriate governing body of the Company or Outside Entity, which payment without such previous approval shall be held to be in violation of law;h. against any of the Directors and Officers of any Subsidiary or against any Subsidiary alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any Wrongful Act actually or allegedly committed or attempted by a Subsidiary or Directors and Officers thereof: i. before the date such entity became a Subsidiary or after the date such entity ceased to be a Subsidiary; or ii. occurring while such entity was a Subsidiary which, together with a Wrongful Act occurring before the date such entity became a Subsidiary, would constitute Interrelated Wrongful Acts; i. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any Wrongful Act actually or allegedly committed subsequent to a Takeover; j. for a Wrongful Act actually or allegedly committed or attempted by any of the Directors and

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i. such Claim is based on the service of any of the Directors and Officers as a director, officer, trustee, governor, executive director or similar position of any Outside Entity where such service is with the knowledge and consent of the Company; andii. such Outside Entity is not permitted or required by law to provide indemnification to such Directors and Officers; and iii. such Loss is not covered by insurance provided by any of the Outside Entity's insurer(s);k. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. any prior or pending litigation or administrative or regulatory proceeding, demand letter or formal or informal governmental investigation or inquiry filed or pending on or before the Continuity Date; or ii. any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or administrative or regulatory proceeding, demand letter or formal or informal governmental investigation or inquiry; l. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving, any Wrongful Act, fact, circumstance or situation which any of the Insureds had knowledge of prior to the Continuity Date where such Insureds had reason to believe at the time that such known Wrongful Act could reasonably be expected to give rise to such Claim; m. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any employment or employment-related matters brought by or on behalf of or on the right of an applicant for employment with the Company, or any of the Directors and Officers, including any voluntary, seasonal, temporary, leased or independently-contracted employee of the Company; n. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. any initial public offering of securities undertaken and consummated by the Company, including all activities in connection therewith; ii. the actual or alleged violation of the Securities Act of 1933, the Securities Exchange Act of 1934, any rules or regulations of the Securities Exchange Commission adopted thereunder, any federal, state or provincial statute or common law regulating securities similar to the foregoing, including any amendments thereto, any rules or regulations adopted pursuant thereto in connection with any Wrongful Act actually or allegedly committed subsequent to the consummation of an initial public offering of securities of the Company; oriii. any equity or debt offering, solicitation, sale, distribution or issuance of securities of the Company in excess of $50 million where such issuance takes place during the Policy Period and is exempt from the registration requirements of the Securities and Exchange Commission pursuant to Section 3.b. of the Securities Act of 1933 and rules and regulations promulgated thereunder, or any activities or transactions dealing in any way with such issuance of securities of the Company; provided, however, this exclusion shall not apply if the Insurer agrees in writing to extend coverage for Wrongful Acts in connection with such issuance of securities and the Insureds have paid the premium required by the Insurer for such coverage extension; or o. for that portion of Loss which is covered under any other Coverage Section of this Policy. 2. Exclusions Applicable Only to Insuring Clause A.3.

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consequence of, or in any way involving the actual or alleged breach of any contract or agreement; except and to the extent the Company would have been liable in the absence of such contract or agreement; or b. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. any actual or alleged infringement, misappropriation, or violation of copyright, patent, service marks, trademarks, trade secrets, title or other proprietary or licensing rights or intellectual property of any products, technologies or services; or ii. any goods or products manufactured, produced, processed, packaged, sold, marketed, distributed, advertised or developed by the Company. Provided, however, the exclusions in 2.a. and 2.b. above shall not apply to any such Claim brought or maintained, directly or indirectly, by one or more securities holders of the Company in their capacity as such. No Wrongful Act of one or more Insureds shall be imputed to any other Insureds for the purpose of determining the applicability of any of the above exclusions. D. LIMIT OF LIABILITY AND RETENTIONS 1. The liability of the Insurer shall apply only to that part of Loss which is excess of the Retention amounts applicable to this Coverage Section, as shown in Item 3. of the Declarations. Such Retentions shall be borne uninsured by the Insureds and at their own risk. If different parts of a single Claim are subject to different applicable Retentions under this Coverage Section, the applicable Retentions will be applied separately to each part of such Loss, but the sum of such Retentions shall not exceed the largest applicable Retention. 2. As shown in Item 3. of the Declarations relating to this Coverage Section, the following Limits of Liability of the Insurer shall apply: a. The amount set forth in Item 3.1.a. relating to this Coverage Section shall be the aggregate limit of liability for the payment of Loss under all Insuring Clauses for this Coverage Section, subject to additional payments for Loss under Insuring Clause A.1. as further described in subsection b. immediately below. b. The amount set forth in Item 3.1.b. relating to this Coverage Section shall be an aggregate limit of liability for the payment of Loss under Insuring Clause A.1. in addition to the limit described in subsection a. immediately above; provided, all payments for Loss under the additional limits described in this subsection b. shall be excess of the limit described in subsection a. above, and excess of any other available insurance that is specifically excess to this Policy. Such excess insurance must be completely and fully exhausted through the payment of loss, including but not limited to defense costs thereunder, before the Insurer shall have any obligations to make any payments under the additional limits described in this subsection b. c. The amount set forth in Item 3.1.c. of the Declarations relating to this Coverage Section shall be the maximum aggregate limit of liability for the payment of Loss under all Insuring Clauses for this Coverage Section. The Limit of Liability set forth in Items 3.1.a. and 3.1.b. relating to this Coverage Section shall be a part of and not in addition to the maximum aggregate limit of liability set forth in Item 3.1.c. for this Coverage Section. 3. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts shall be deemed to constitute a single Claim and shall be deemed to have been made at the earliest of the following times, regardless of whether such date is before or during the Policy Period:

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be deemed to have been made pursuant to Section E.2. below. 4. The Retention applicable to Insuring Clause 2. shall apply to Loss resulting from any Claim if indemnification for the Claim by the Company is required or permitted by applicable law, to the fullest extent so required or permitted, regardless of whether or not such actual indemnification by the Company is made, except and to the extent such indemnification is not made by the Company solely by reason of the Company's financial insolvency. 5. Payments of Loss by Insurer shall reduce the Limit(s) of Liability under this Coverage Section. Costs, Charges and Expenses are part of, and not in addition to, the Limits of Liability and payment of Costs, Charges and Expenses reduce the Limits of Liability. If such Limit(s) of Liability are exhausted by payment of Loss, the obligations of the Insurer under this Coverage Section are completely fulfilled and extinguished. E. NOTIFICATION 1. The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section only, give Insurer written notice of any Claim as soon as practicable, but in no event later than sixty (60) days after the end of the Policy Period. If any Claim is first made against the Insureds during the Extended Period, if purchased, written notice to Insurer must be given as soon as practicable, but in no event later than sixty (60) days after the end of the Extended Period. 2. If, during the Policy Period or the Discovery Period, if purchased, any of the Insureds first becomes aware of a specific Wrongful Act which may reasonably give rise to a future Claim covered under this Policy, and if the Insureds, during the Policy Period or the Discovery Period, if purchased, give written notice to Insurer as soon as practicable of: a. a description of the Wrongful Act allegations anticipated;b. the identity of the potential claimants; c. the circumstances by which the Insureds first became aware of the Wrongful Act;d. the identity of the Insureds allegedly involved; e. the consequences which have resulted or may result; and f. the nature of the potential monetary damages and non-monetary relief;then any Claim made subsequently arising out of such Wrongful Act shall be deemed for the purposes of this Coverage Section to have been made at the time such notice was received by the Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time such Wrongful Act results in a Claim. 3. Notice to Insurer shall be given to the address shown under Item 8. of the Declarations for this Policy. F. SETTLEMENT AND DEFENSE 1. It shall be the duty of the Insurer and not the duty of the Insureds to defend any Claim. Such duty shall exist even if any of the allegations are groundless, false or fraudulent. The Insurer's duty to defend any Claim shall cease when the Limits of Liability have been exhausted by the payment of Loss including Costs, Charges and Expenses. 2. The Insurer may make any investigation it deems necessary, and shall have the right to settle any Claim; provided, however, no settlement shall be made without the consent of the Parent Company, such consent not to be unreasonably withheld.

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by any Insured from the claimant(s). 4. The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer reasonably requests and agree that, in the event of a Claim, the Insureds will do nothing that shall prejudice the position of the Insurer or its potential or actual rights of recovery. G. OTHER INSURANCE If any Loss covered under this Coverage Section is covered under any other valid and collectible insurance, then this Policy shall cover the Loss, subject to its terms and conditions, only to the extent that the amount of the Loss is in excess of the amount of such other insurance whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limit of Liability for this Coverage Section. H. PAYMENT PRIORITY 1. If the amount of any Loss which is otherwise due and owing by the Insurer exceeds the then remaining Limit of Liability applicable to the Loss, the Insurer shall pay the Loss, subject to such Limit of Liability, in the following priority: a. First, the Insurer shall pay any Loss covered under Insuring Clause A.1. in excess of any applicable Retention shown in Item 3. of the Declarations; and b. Second, only if and to the extent the payment under subsection 1. above does not exhaust the applicable Limit of Liability, the Insurer shall pay any Loss in excess of the Retention shown in Item 3. of the Declarations covered under any other applicable Insuring Clause. c. Subject to the foregoing subsection, the Insurer shall, upon receipt of a written request from the Chief Executive Officer of the Parent Company, delay any payment of Loss otherwise due and owing to or on behalf of the Company until such time as the Chief Executive Officer of the Parent Company designates, provided the liability of the Insurer with respect to any such delayed Loss payment shall not be increased, and shall not include any interest, on account of such delay.

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A Stock Insurance Company, herein called the Insurer BUSINESS AND MANAGEMENT INDEMNITY POLICY FIDUCIARY COVERAGE SECTION In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and terms and conditions of this Policy, the Insurer and the Insureds agree as follows. A. INSURING CLAUSE Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to pay by reason of a Claim first made against the Insureds during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to Section E.1. herein, for any Wrongful Act taking place prior to the end of the Policy Period. B. DEFINITIONS 1. Administration means: a. counseling employees, beneficiaries or Plan participants with respect to any Plan;b. providing interpretations with respect to any Plan; c. handling records in connection with any Plan; or d. enrolling, terminating, or canceling employees under any Plan. 2. Claim means: a. a written demand for damages or other relief against an Insured;b. a civil, administrative, regulatory or arbitration proceeding against any Insured seeking damages or other relief, commenced by the service of a complaint or similar pleading, including any appeal therefrom; or c. a civil proceeding or formal investigation brought by the United States Department of Labor, the United States Pension Benefit Guaranty Corporation or any similar federal, state or local governmental body, including any appeal therefrom. 3. Continuity Date means the date set forth in Item 3. of the Declarations relating to this Coverage Section. 4. Costs, Charges and Expenses means reasonable and necessary legal costs, charges, fees and expenses incurred by any of the Insureds in defending Claims and the premium for appeal, attachment or similar bonds arising out of covered judgments, but with no obligation to furnish such bonds and only for the amount of such judgment that is up to the applicable Limit of Liability. Costs, Charges and Expenses do not include salaries, wages, overhead or benefit expenses associated with officers or employees of any of the Insureds. 5. Employee Benefit Plan means any plan so defined by the Employee Retirement Income Security Act of 1974, as amended, or any similar state or local common or statutory law, or any rules and regulations promulgated thereunder.

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b. any natural persons who were, now are, or shall become a fiduciary of any Plan; andc. any natural persons for whose Wrongful Acts any of the Insureds are legally responsible. 7. Insured Plan means any government-mandated insurance for workers' compensation, unemployment, social security or disability benefits for employees of the Sponsor Company. 8. Insureds means: a. the Sponsor Company, b. any Plan, c. any Insured Persons; and d. any other natural person or entity who was, now are, or shall be acting as a plan administrator of any of the Plans at the written request and consent of the Sponsor Company. 9. Interrelated Wrongful Acts means all Wrongful Acts which have as a common nexus any fact, circumstance, situation, event, cause, transaction or series of facts, circumstances, situations, causes, events or transactions. 10. Loss means monetary damages, judgments, settlements, pre-judgment or post-judgment interest awarded by a court, and Costs, Charges and Expenses incurred by any of the Insureds. Loss does not include: a. taxes, fines or penalties; b. matters uninsurable under the laws pursuant to which this Policy is construed; orc. punitive or exemplary damages, or the multiple portion of any multiplied damage award, except to the extent that such punitive or exemplary damages or the multiple portion of any multiplied damage award are insurable under the internal laws of any jurisdiction which most favors coverage for such damages and which has a substantial relationship to the Insureds, Insurer, this Policy or the Claim giving rise to such damages; 11. Pension Benefit Plan means any plan so defined in the Employee Retirement Income Security Act of 1974, as amended. 12. Plan means: a. any Sponsored Plan, and b. any Insured Plan, established before or after the inception of this Policy. 13. Plan Termination means the termination, suspension, merger or dissolution of any Plan. 14. Sponsor Company means the Company. 15. Sponsored Plan means: a. any Employee Benefit Plan, Pension Benefit Plan, or Welfare Benefit Plan which is operated by the Sponsor Company for the benefit of the employees of the Sponsor Company;b. any other plan, fund or program specifically included as a Sponsored Plan by endorsement to this Policy; and

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provided, however, that the Sponsored Plan shall not include any multi-employer plan, as defined in the Employee Retirement Income Security Act of 1974, as amended, or any similar state or local common or statutory law, and any rules and regulations promulgated thereunder. 16. Welfare Benefit Plan means any employee welfare benefit plan so defined in the Employee Retirement Income Security Act of 1974, as amended, or any similar state or local common or statutory law, and any rules and regulations promulgated thereunder. 17. Wrongful Act means: a. with respect to a Sponsored Plan: i. any actual or alleged breach of the responsibilities, obligations or duties imposed upon fiduciaries of the Sponsored Plan by the Employee Retirement Income Security Act of 1974, as amended, or by the Health Insurance Portability and Accountability Act of 1996, or any similar state or local common or statutory law, and any rules and regulations promulgated under either of these Acts; ii. any other matter claimed against the Sponsor Company or any of the Insured Persons solely because of the service of the Sponsor Company or any of the Insured Persons as a fiduciary of any Sponsored Plan, including any actual or alleged violation of the Health Insurance Portability and Accountability Act of 1996 or any similar state or local common or statutory law, and any rules and regulations promulgated thereunder; oriii. any actual or alleged act, error or omission in the Administration of any Sponsored Plan, including any actual or alleged violation of the Health Insurance Portability and Accountability Act of 1996 or any similar state or local common or statutory law, and any rules and regulations promulgated thereunder; and b. with respect to an Insured Plan, any actual or alleged act, error or omission in the Administration of such Insured Plan. C. EXCLUSIONS 1. Insurer shall not be liable for Loss under this Coverage Section on account of any Claim: a. for actual or alleged bodily injury, sickness, disease, death, false imprisonment, assault, battery, mental anguish, emotional distress, invasion of privacy of any person, or damage to or destruction of any tangible or intangible property including loss of use thereof, whether or not such property is physically injured; b. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice given under any other policy of which this Policy is a renewal or replacement or which it succeeds in time; or ii. any other Wrongful Act, whenever occurring, which together with a Wrongful Act which has been the subject of such prior notice, would constitute Interrelated Wrongful Acts;c. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or

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including without limitation any Claim by or on behalf of the Company, its securities holders or creditors based upon, arising out of, or attributable to the matters described in this exclusion. For purposes of this exclusion, Pollutants means any substance exhibiting any hazardous characteristics as defined by, or identified on, a list of hazardous substances issued by the United States Environmental Protection Agency or any federal, state, county, municipal or local counterpart thereof or any foreign equivalent. Such substances shall include, without limitation, solids, liquids, gaseous, biological, bacterial or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials (including materials to be reconditioned, recycled or reclaimed). Pollutants shall also mean any other air emission or particulate, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products, noise, fungus (including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi, but does not include any fungi intended by the Insured for consumption) and electric or magnetic or electromagnetic field; d. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving, the failure to comply with any statutory or common law governing workers' compensation, unemployment, social security or disability benefits or any similar law; provided, however, this exclusion shall not apply to any actual or alleged obligation of any Insured pursuant to the: i. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; orii. Health Insurance Portability and Accountability Act of 1996, as amended;e. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. any dishonest, deliberately fraudulent or criminal act of an Insured; provided, however this exclusion e.i. shall not apply unless and until there is a final judgment against such Insured as to such conduct; or ii. the gaining of any profit, remuneration or financial advantage to which any Insured Person was not legally entitled; provided, however this exclusion e.ii. shall not apply unless and until there is a final judgment against such Insured Person as to such conduct;When e.i. or ii. apply, the Insured shall reimburse the Insurer for any Costs, Charges or Expenses;f. against any Subsidiary or any of the Insured Persons of a Subsidiary alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any Wrongful Act actually or allegedly committed or attempted by a Subsidiary or any of the Insured Persons of a Subsidiary: i. before the date such entity became a Subsidiary or after the date such entity ceased to be a Subsidiary; or ii. occurring while such entity was a Subsidiary which, together with a Wrongful Act occurring before the date such entity became a Subsidiary, would constitute Interrelated Wrongful Acts; g. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving, any Wrongful Act actually or allegedly committed subsequent to a Takeover; h. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving:

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litigation, arbitration, administrative or regulatory proceeding, demand letter or formal or informal governmental investigation or inquiry; i. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving, any Wrongful Act actually or allegedly committed subsequent to a Plan Termination; provided, however, that this exclusion shall only apply to those Plans which were the subjects of the Plan Termination; j. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any employment or employment-related matters; provided, however, this exclusion shall not apply to any Claim where such employment or employment-related matters involve actual or alleged violations of the Employee Retirement Income Security Act of 1974, as amended, or any similar state or local common or statutory law, and any rules and regulations promulgated thereunder; k. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any Wrongful Act, fact, circumstance or situation which any of the Insureds had knowledge of prior to the Continuity Date where such Insureds had reason to believe at the time that such known Wrongful Act could reasonably be expected to give rise to such Claim; or l. for that portion of Loss which is covered under any other Coverage Section of this Policy. 2. Insurer shall not be liable to make any payment under this Coverage Section, other than Costs, Charges and Expenses, on account of any Claim: a. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving the actual or alleged breach of any contract or agreement; except to the extent that liability would have attached to the Sponsor Company in the absence of such contract or agreement, or where the liability was assumed in accordance with or under the trust agreement or equivalent document pursuant to which any of the Plans was established;b. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving, any actual or attempted reversion or payment of assets of any of the Plans to the Sponsor Company, or to any successor or assign of the Sponsor Company; c. for or which seeks or constitutes fines or penalties or the multiple portion of any multiplied damage award, other than the five percent (5%) or less, or the twenty percent (20%) or less, civil penalties imposed upon any of the Insureds as a fiduciary under Section 502 i. or l. , respectively, of the Employee Retirement Income Security Act of 1974, as amended;d. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving, the failure to collect from the Sponsor Company contributions owed to any of the Plans, or the failure to fund a Plan in accordance with the Employee Retirement Income Security Act of 1974, as amended, or any similar state or local common or statutory law, and any rules and regulations promulgated thereunder, unless the failure is solely due to the negligence of any of the Insureds; or e. which constitutes benefits due to or to become due under the terms of any Plan if such Plan complied with all applicable law, unless and to the extent that: i. the Insured is a natural person and the benefits are payable by such Insured as a personal obligation; and ii. recovery for the benefits is based upon a covered Wrongful Act.

42

1. The liability of the Insurer shall apply only to that part of Loss which is excess of the Retention amount applicable to this Coverage Section, as shown in Item 3. of the Declarations. Such Retention shall be borne uninsured by the Insureds and at their own risk. 2. The amount shown in Item 3. of the Declarations relating to this Coverage Section shall be the maximum aggregate Limit of Liability of Insurer under this Coverage Section. 3. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts shall be deemed to be a single Claim and shall be deemed to have been made at the earliest of the following times, regardless of whether such date is before or during the Policy Period: a. the time at which the earliest Claim involving the same Wrongful Act or Interrelated Wrongful Act is first made; or b. the time at which the Claim involving the same Wrongful Act or Interrelated Wrongful Acts shall be deemed to have been made pursuant to subsection E.2. below. 4. Payments of Loss, other than Costs, Charges and Expenses, by Insurer shall reduce the Limit(s) of Liability under this Coverage Section. Costs, Charges and Expenses are not part of, and are in addition to, the Limit(s) of Liability and payment of Costs, Charges and Expenses shall not reduce the Limit(s) of Liability. If such Limit(s) of Liability are exhausted, the obligations of the Insurer under this Coverage Section are completely fulfilled and extinguished. E. NOTIFICATION 1. The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section only, give Insurer written notice of any Claim as soon as practicable, but in no event later than sixty (60) days after the end of the Policy Period. If any Claim is first made against the Insureds during the Extended Period, if purchased, written notice to Insurer must be given as soon as practicable, but in no event later than sixty (60) days after the end of the Extended Period. 2. If, during the Policy Period or the Discovery Period, if purchased, any of the Insureds first becomes aware of a specific Wrongful Act which may reasonably give rise to a future Claim covered under this Policy, and if the Insureds, during the Policy Period or the Discovery Period, if purchased, give written notice to Insurer as soon as practicable of: a. a description of the Wrongful Act allegations anticipated;b. the identity of the potential claimants; c. the circumstances by which the Insureds first became aware of the Wrongful Act;d. the identity of the Insureds allegedly involved; e. the consequences which have resulted or may result; and f. the nature of the potential monetary damages and non-monetary relief; then any Claim made subsequently arising out of such Wrongful Act shall be deemed for the purposes of this Coverage Section to have been made at the time such notice was received by the Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time such Wrongful Act results in a Claim. 3. Notice to Insurer shall be given to the address shown under Item 8. of the Declarations for this Policy. F. SETTLEMENT AND DEFENSE

43

2. The Insurer may make any investigation it deems necessary and shall have the right to settle any Claim; provided, however, no settlement shall be made without the consent of the Parent Company, such consent not to be unreasonably withheld. 3. The Insureds agree not to settle or offer to settle any Claim, incur any Costs, Charges and Expenses or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the prior written consent of the Insurer, such consent not to be unreasonably withheld. The Insurer shall not be liable for any settlement, Costs, Charges and Expenses, assumed obligation or admission to which it has not consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by any Insured from the claimant(s). 4. The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer reasonably requests and agree that, in the event of a Claim, the Insureds will do nothing that shall prejudice the position of the Insurer or its potential or actual rights of recovery. G. OTHER INSURANCE If any Loss covered under this Coverage Section is covered under any other valid and collectible insurance, then this Policy shall cover the Loss, subject to its terms and conditions, only to the extent that the amount of the Loss is in excess of the amount of such other insurance whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limit of Liability for this Coverage Section. H. WAIVER OF RECOURSE Insurer shall have no right of recourse, including but not limited to rights of contribution and subrogation, against any Insureds with respect to any Claim if this Coverage Section has been purchased by that Insured, with the exception of any of the Plans.

44

Table 1 on page 45. Back to List of Tables
ENDORSEMENT
NO. 1
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ALLOCATION PROVISION This endorsement modifies insurance provided under the following: GENERAL TERMS AND CONDITIONS The following Section O., ALLOCATION, is added to the General Terms and Conditions Section. O. ALLOCATION 1. In the event the Insurer has the duty to defend a Claim under any Coverage Section in which both Loss that is covered by the applicable Coverage Section and loss which is not covered by the applicable Coverage Section is incurred, either because such Claim includes both covered and uncovered matters or because such Claim is made against both covered and uncovered parties, then: a. this Policy shall pay one hundred percent (100%) of Costs, Charges and Expenses incurred by such Insured on account of such Claim; and b. there shall be a fair and equitable allocation of any remaining loss incurred by such Insured on account of such Claim between covered Loss and uncovered loss based upon the relative legal and financial exposures and the relative benefits obtained. 2. In the event the Insured has the duty to defend a Claim under any Coverage Section in which both Loss that is covered by the applicable Coverage Section and loss which is not covered by the applicable Coverage Section is incurred, either because such Claim includes both covered and uncovered matters or because such Claim is made against both covered and uncovered parties, then the Insured and the Insurer shall use their best efforts to determine a fair and proper allocation as between such insured and uninsured loss, taking into account the relative legal and financial exposures and the relative benefits obtained. All other terms and conditions of this Policy remain unchanged.

45

Table 1 on page 46. Back to List of Tables
ENDORSEMENT
NO. 2
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND DISCOVERY ELECTION-90 DAYS This endorsement modifies insurance provided under the following: GENERAL TERMS AND CONDITIONS Section H., DISCOVERY PERIOD, subsection 2., is replaced by: 2. As a condition precedent to the right to purchase the Discovery Period set forth in subsection H.1. above, the total premium for the Policy must have been paid. Such right to purchase the Discovery Period shall terminate unless written notice, together with full payment of the premium for the Discovery Period, is received by Insurer within ninety (90) days after the effective date of cancellation, or, in the event of a refusal to renew, within ninety (90) days after the Policy expiration date. If such notice and premium payment is not so given to Insurer, there shall be no right to purchase the Discovery Period. All other terms and conditions of this Policy remain unchanged.

46

Table 1 on page 47. Back to List of Tables
ENDORSEMENT
NO. 3
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND NOTICE OF CIRCUMSTANCES This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION Section E. NOTIFICATION, subsection 2. is replaced by: 2. If during the Policy Period or the Discovery Period, if purchased, any of the Insureds first become aware of specific facts or circumstances which may reasonably give rise to a future Claim covered under this Policy, and if the Insureds, during the Policy Period or the Discovery Period, if purchased, give written notice to Insurer as soon as practicable of: a. a description of the facts, circumstances, or allegations anticipated;b. the identity of potential claimants; c. the circumstances by which the Insureds first became aware of the facts or circumstances;d. the identity of the Insureds allegedly involved; e. the consequences which have resulted or may result; and f. the nature of the potential monetary damages and non-monetary relief;then any Claim made subsequently arising out of such facts or circumstances shall be deemed for the purposes of this Coverage Section to have been made at the time such notices was received by the Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time such facts or circumstances results in a Claim. All other terms and conditions of this Policy remain unchanged.

47

Table 1 on page 48. Back to List of Tables
ENDORSEMENT
NO. 4
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND NOTICE OF CIRCUMSTANCES This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES COVERAGE SECTION Section E. NOTIFICATION, subsection 2. is replaced by: 2. If during the Policy Period or the Discovery Period, if purchased, any of the Insureds first become aware of specific facts or circumstances which may reasonably give rise to a future Claim covered under this Policy and if the Insureds, during the Policy Period or the Discovery Period, if purchased, give written notice to Insurer as soon as practicable of: a. a description of the facts, circumstances, or allegations anticipated;b. the identity of the potential claimants; c. the circumstances by which the Insureds first became aware of the facts or circumstances;d. the identity of the Insureds allegedly involved; e. the consequences which have resulted or may result; and f. the nature of the potential monetary damages and non-monetary relief;then any Claim made subsequently arising out of such facts or circumstances shall be deemed for the purposes of this Coverage Section to have been made at the time such notice was received by the Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time such facts or circumstances results in a Claim. All other terms and conditions of this Policy remain unchanged.

48

Table 1 on page 49. Back to List of Tables
ENDORSEMENT
NO. 5
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND NOTICE PROVISION - D&O This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION The following is added to Section E. NOTIFICATION, subsection 1.: A Claim shall be deemed to have been first made against the Insureds on the date an Insured who is an executive officer, director or general counsel becomes aware of such Claim. All other terms and conditions of this Policy remain unchanged.

49

Table 1 on page 50. Back to List of Tables
ENDORSEMENT
NO. 6
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND NOTICE PROVISION - EPL This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES COVERAGE SECTION The following is added to Section E. NOTIFICATION, subsection 1.: A Claim shall be deemed to have been first made against the Insureds on the date an Insured who is an executive officer, director or general counsel becomes aware of such Claim. All other terms and conditions of this Policy remain unchanged.

50

Table 1 on page 51. Back to List of Tables
ENDORSEMENT
NO. 7
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND NOTICE PROVISION 60 DAYS - EPL This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES COVERAGE SECTION Section E., NOTIFICATION, subsection 1. is replaced by: The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section only, give Insurer written notice of any Claim as soon as practicable, but in no event later than sixty (60) days after the end of the Policy Period. If any Claim is first made against the Insureds during the Extended Period, if purchased, written notice to Insurer must be given as soon as practicable, but in no event later than sixty (60) days after the end of the Extended Period. All other terms and conditions of this Policy remain unchanged.

51

Table 1 on page 52. Back to List of Tables
ENDORSEMENT
NO. 8
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND OTHER INSURANCE - EPL This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES COVERAGE SECTION Section G., OTHER INSURANCE, is replaced by: G. OTHER INSURANCE For any Employment Practices Claim, if any Loss covered under this Coverage Section is covered under any other valid and collectable insurance, then this Policy shall be primary insurance. All other terms and conditions of this Policy remain unchanged.

52

Table 1 on page 53. Back to List of Tables
ENDORSEMENT
NO. 9
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND OTHER INSURANCE TO BE PRIMARY - D&O This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION Section G., OTHER INSURANCE, is replaced by: G. OTHER INSURANCE For any Claim, if any Loss covered under this Coverage Section is covered under any other valid and collectable insurance, then this Policy shall be primary insurance, unless expressly written to be excess over other applicable insurance. All other terms and conditions of this Policy remain unchanged.

53

Table 1 on page 54. Back to List of Tables
ENDORSEMENT
NO. 10
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND OTHER INSURANCE TO BE PRIMARY - FIDUCIARY This endorsement modifies insurance provided under the following: FIDUCIARY COVERAGE SECTION Section G., OTHER INSURANCE, is replaced by: G. OTHER INSURANCE For any Claim, if any Loss covered under this Coverage Section is covered under any other valid and collectable insurance, then this Policy shall be primary insurance, unless expressly written to be excess over other applicable insurance. All other terms and conditions of this Policy remain unchanged.

54

Table 1 on page 55. Back to List of Tables
ENDORSEMENT
NO. 11
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND OUTSIDE SERVICES EXCLUSION This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION Section C., EXCLUSIONS, subsection 1., paragraph j., subparagraph ii. is replaced by: ii. such Outside Entity is not permitted or required by law to provide indemnification to such Directors and Officers, or is unable to indemnify such Directors and Officers as a result of Financial Impairment; andFor the purposes of this endorsement Financial Impairment means the status of the Outside Entity resulting from (1) the appointment by any state or federal official, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate the Outside Entity, or (2) in the event a bankruptcy proceeding shall be instituted by or against the Outside Entity, the Outside Entity becoming a debtor-in-possession. All other terms and conditions of this Policy remain unchanged.

55

Table 1 on page 56. Back to List of Tables
ENDORSEMENT
NO. 12
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND POLLUTION EXCLUSION - SIDE A This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION It is agreed that Section C., EXCLUSIONS, subsection 1.c., is deleted in its entirety and replaced by the following: c. Alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving: i. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or disposal of Pollutants; or ii. any direction or request that any Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants, or any voluntary decision to do so; provided, however, this exclusion shall not apply to: ◾ Loss of the Directors and Officers for which the Directors and Officers are not indemnified by the Company; or ◾ any Claim brought directly, derivatively or otherwise by one or more securities holders of the Company in their capacity as such. For purposes of this exclusion, Pollutants means any substance exhibiting any hazardous characteristics as defined by, or identified on, a list of hazardous substances issued by the United States Environmental Protection Agency or any federal, state, county, municipal or local counterpart thereof or any foreign equivalent. Such substances shall include, without limitation, solids, liquids, gaseous, biological, bacterial or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials (including materials to be reconditioned, recycled or reclaimed). Pollutants shall also mean any other air emission or particulate, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products, noise, fungus (including mold or mildew and any mycotoxins, spores, scents or by-products produced or released by fungi, but does not include any fungi intended by the Insured for consumption) and electric or magnetic or electromagnetic field.

56

Table 1 on page 57. Back to List of Tables
ENDORSEMENT
NO. 13
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND SUBROGATION PROVISION - FINAL JUDGMENT This endorsement modifies insurance provided under the following: GENERAL TERMS AND CONDITIONS Section L., ASSISTANCE, COOPERATION AND SUBROGATION, is deleted in its entirety and replaced by the following: L. ASSISTANCE, COOPERATION AND SUBROGATION The Insureds agree to provide Insurer with such information, assistance and cooperation as Insurer reasonably may request, and they further agree that they shall not take any action which in any way increases Insurer's exposure under this Policy. In the event of any payments under this Policy, Insurer shall be subrogated to the extent of such payment to all of the Insureds' rights of recovery against any person or entity. The Insureds shall execute all papers required and shall do everything that may be necessary to secure and preserve such rights, including the execution of such documents as are necessary to enable Insurer effectively to bring suit or otherwise pursue subrogation in the name of the Insureds, and shall provide all other assistance and cooperation which Insurer may reasonably require. In no event, however, shall the Insurer exercise its right of subrogation against an Insured under this Policy unless such Insured has been convicted of a deliberate criminal act; or has committed a deliberate fraudulent act, if a final judgment establishes that such deliberate fraudulent act was committed; or has obtained any profit or advantage to which a final judgment establishes the Insured was not legally entitled. All other terms and conditions of this Policy remain unchanged.

57

Table 1 on page 58. Back to List of Tables
ENDORSEMENT
NO. 14
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND THIRD PARTY This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES COVERAGE SECTION Section B. DEFINITIONS, subsection 12, is replaced by: 12. Third Party means any customer, client, or other group or natural person other than an Employee or applicant for employment with the Company. All other terms and conditions of this Policy remain unchanged.

58

Table 1 on page 59. Back to List of Tables
ENDORSEMENT
NO. 15
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND WARRANTY PROVISION NON-RESCINDABLE COVERAGE This endorsement modifies insurance provided under the following: GENERAL TERMS AND CONDITIONS Section D., WARRANTY, subsection 2. is replaced by: 2. In the event the Application, including materials submitted or required to be submitted therewith, contains any misrepresentation or omission made with the intent to deceive, or contains any misrepresentation or omission which materially affects either the acceptance of the risk or the hazard assumed by the Insurer under this Policy, this Policy, including each and all Coverage Sections, shall not afford coverage to the following Insureds for any Claim alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving, any untruthful or inaccurate statements, representations or information: a. any Insured who is a natural person and who knew the facts misrepresented or the omissions, whether or not such individual knew of the Application, such materials, or this Policy; b. any Company or Sponsor Company to the extent it indemnifies any Insured referred to in subsection a. above; and c. any Company, Sponsor Company, Plan, Employee Benefit Plan, or any other entity that is an Insured, if any past or present chief executive officer, chief financial officer, general counsel, risk manager or human resources director (or equivalent positions) of the Parent Company knew the facts misrepresented or the omissions, whether or not such individual knew of the Application, such materials, or this Policy. With respect to any statement, representation or information contained in the Application, or in the materials submitted or required to be submitted therewith, and solely with respect to the above exclusion, no knowledge possessed by any Insured who is a natural person shall be imputed to any other Insured who is a natural person. The following condition is added: NON-RESCINDABLE The Insurer shall not be entitled under any circumstances to rescind any Coverage Section of the Policy with respect to any Insured. Nothing contained in this section shall limit or waive any other rights or remedies available to the Insurer. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. All other terms and conditions of this Policy remain unchanged.

59

Table 1 on page 60. Back to List of Tables
ENDORSEMENT
NO. 16
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED DEFINITION OF DIRECTORS & OFFICERS - LEASED / CONTRACTED EMPLOYEESThis endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION The following is added to Section B. DEFINITIONS, subsection 4.: Directors and/or Officers means any person who was, now is, or shall become: any natural person who is a leased employee or is contracted to perform work for the Company, or is an independent contractor for the Company, but only to the extent such individual performs work or services for or on behalf of the Company. All other terms and conditions of this Policy remain unchanged.

60

Table 1 on page 61. Back to List of Tables
ENDORSEMENT
NO. 17
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED INSURED VERSUS INSURED EXCLUSION This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION Section C., EXCLUSIONS, subsection 1., paragraph e., subparagraph iii. is replaced by: iii. is brought or maintained by an employee of the Company who is not or was not a director or officer of the Company, including any such Claim brought or maintained under the Federal False Claims Act or any similar federal, state, local or foreign "whistleblower" law or "whistle-blower" provision of any law. All other terms and conditions of this Policy remain unchanged.

61

Table 1 on page 62. Back to List of Tables
ENDORSEMENT
NO. 18
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED INSURED VERSUS INSURED EXCLUSION - FOREIGN JURISDICTIONThis endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION Section C., EXCLUSIONS, subsection 1. is amended by adding the following to paragraph e.: is brought or maintained in a jurisdiction outside the United States of America, Canada or Australia by any Insured of the Company solely where such Company is domiciled or chartered in such foreign jurisdiction;All other terms and conditions of this Policy remain unchanged.

62

Table 1 on page 63. Back to List of Tables
ENDORSEMENT
NO. 19
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED INSURED VERSUS INSURED EXCLUSION WITH CREDITOR COMMITTEE CARVEBACKThis endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION Section C., EXCLUSIONS, subsection 1., paragraph e., subparagraph v. is deleted in its entirety and replaced by the following: v. is brought or maintained by or on behalf of a bankruptcy or insolvency receiver, trustee, examiner, conservator, liquidator or rehabilitator for, or creditors' committee of, the Company, or any assignee thereof;All other terms and conditions of this Policy remain unchanged.

63

Table 1 on page 64. Back to List of Tables
ENDORSEMENT
NO. 20
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COST OF INVESTIGATIONS COVERAGE This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION It is agreed that: The following is added to Section B., DEFINITIONS: Cost of Investigation means reasonable and necessary legal costs, charges, fees and expenses incurred by any of the Insureds in investigating a written demand, by one or more of the securities holders of the Company upon the board of directors, the management board of the Company or the Company, to bring a civil proceeding, including any derivative action, against any of the Directors and Officers on behalf of the Company. Section B., DEFINITIONS, subsection 1., paragraph b. is deleted in its entirety and is replaced by: b. a written demand, by one or more of the securities holders of the Company upon the board of directors, the management board of the Company or the Company, to bring a civil proceeding, including any derivative action, against any of the Directors and Officers on behalf of the Company;Section B., DEFINITIONS, subsection 3., paragraph b. is deleted in its entirety and is replaced by: b. Cost of Investigation. All other terms and conditions of this Policy remain unchanged.

64

Table 1 on page 65. Back to List of Tables
ENDORSEMENT
NO. 21
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DELETE PARAGRAPH III. FROM EXCLUSION N. This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION It is agreed that Section C., EXCLUSIONS, subsection 1., paragraph n. iii. is deleted in its entirety. All other terms and conditions of this Policy remain unchanged.

65

Table 1 on page 66. Back to List of Tables
ENDORSEMENT
NO. 22
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYED LAWYERS EXTENSION This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION The following is added to Section B.4.: Employed Lawyers of the Company The following definition is added to Section B.: Employed Lawyers means: employees of the Company who: 1. are admitted to practice law in one or more jurisdictions in the United States of America; and2. are employed within the Company's office of the general counsel or its functional equivalent; and3. acting solely in the capacity of providing professional legal services to the Company. An individual shall not be deemed to be an Employed Lawyer to the extent such individual renders or rendered professional legal services to persons or entities other than the Insureds.

66

Table 1 on page 67. Back to List of Tables
ENDORSEMENT
NO. 23
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYEE PRIVACY COVERAGE WITH SUB-LIMIT This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES COVERAGE SECTION It is agreed that the Employment Practices Coverage Section is amended as follows: 1. Section A., INSURING CLAUSES, is amended by adding the following: Employee Privacy Insuring Clause Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to pay by reason of an Employee Privacy Claim first made against the Insureds during the Policy Period and reported to the Insurer pursuant to subsection E.1. herein, for a Privacy Wrongful Act taking place prior to the end of the Policy Period. Cost of Employee Notification Insuring Clause Insurer shall pay the Cost of Employee Notification of the Insureds resulting from an Employee Personal Information Breach first discovered during the Policy Period and reported to the Insurer pursuant to subsection E.4. added below. 2. Section B., DEFINITIONS, subsection 1. is amended by adding the following: Employee Privacy Claim 3. Section B., DEFINITIONS, subsection 10. is amended by adding the following: ◦ Loss also includes Cost of Employee Notification 4. Section B., DEFINITIONS, subsection 15. is amended by adding the following: Privacy Wrongful Act.

67

Employee Personal Information Breach as required under any Privacy Act; andb. the cost to notify and monitor the credit reports of any Employee who has been the subject of an Employee Personal Information Breach for the length of time as set forth under any Privacy Act. Employee Personal Information means any personal information not available to the general public of any Employee where such non-public personal information can be used to identify such natural person and where such non-public information is solely in the custody, care or control of the Company or another entity at the direction and consent of the Company. Such Personal Information shall include, but not be limited to a natural person's name, address, telephone number, date of birth, social security number, account number, history of account transactions, account balance, account relationships, credit card number, medical records, medical history and any other non-public personal information as set forth in any Privacy Act. Employee Personal Information Breach means: a. the unauthorized acquisition, access, use, physical taking, identity theft, mysterious disappearance, release, distribution or disclosure of Employee Personal Information which compromises the security or privacy of such Employee Personal Information, including, but not limited to: i. the unauthorized and fraudulent taking of Employee Personal Information by reason of a breach or failure of any hardware, software, or firmware the Company owns, leases or controls on premises or elsewhere or the similar technology of another entity that controls, maintains or stores Employee Personal Information at the direction and consent of the Company; or ii. the actual unauthorized taking of physical Employee Personal Information by any person, employee or entity. Employee Privacy Claim means: a. a written demand against any Insured for monetary damages or non-monetary or injunctive relief; b. a civil proceeding against any Insured seeking monetary damages or non-monetary or injunctive relief, commenced by the service of a complaint or similar pleading;c. an arbitration proceeding against any Insured seeking monetary damages or non-monetary or injunctive relief; d. a civil, administrative or regulatory proceeding, or a formal governmental investigation against any Insured commenced by the filing of a notice of charges, investigative order or similar document; or e. a written request to toll or waive any statute of limitations

68

Personal Information or any rules or regulations promulgated thereunder, including, but not limited to The Financial Modernization Act of 1999 ("Gramm-Leach-Bliley Act"), the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and Section 1798 of the California Civil Code. Privacy Policy means the internal or publicly accessible written documents that set forth the policies, standards and procedures of the Company for collection, use, disclosure, sharing, dissemination and correction or supplementation of, and access to, Employee Personal Information. Privacy Wrongful Act means: a. the failure of the Company to timely disclose an incident or event triggering a violation of a Privacy Act; or b. failure by the Insureds to comply with that part of a Privacy Policy that specifically: i. prohibits or restricts the disclosure, sharing or selling of an Employee's Personal Information; ii. requires the Company to provide access to Employee Personal Information or to correct incomplete or inaccurate Employee Personal Information after a request is made by an Employee; or iii. mandates procedures and requirements to prevent the loss of Employee Personal Information. 6. Section E., NOTIFICATION, is amended by adding the following subsection: ◦ The Insureds shall, as a condition precedent to their rights to payment for the Cost of Employee Notification under this endorsement, give the Insurer written notice of any Employee Personal Information Breach as soon as practicable after the Insured discovers such Employee Personal Information Breach, but in no event later than sixty (60) days after such discovery. The Insurer will pay for the Cost of Employee Notification sustained by the Insured resulting from an Employee Personal Information Breach occurring at any time and discovered by the Insured during the Policy Period. Discovery of the Employee Personal Information Breach occurs when an officer, director, Insurance Manager or Risk Manager first becomes aware of facts which would cause a reasonable person to assume that an Employee Personal Information Breach covered by this Coverage Section has occurred, even though the exact amount or details of any Cost of Employee Notification may not then be known. Discovery also occurs when the Insured receives notice of an actual or a potential Claim against it alleging facts that, if true, would constitute a covered Employee Privacy Claim for a Privacy Wrongful Act. 7. The following Section is added to the Employment Practices Coverage Section: I. DUTIES IN THE EVENT OF AN EMPLOYEE PERSONAL INFORMATION BREACHAfter the Insured discovers an Employee Personal Information Breach or a situation that may result in an Employee Personal Information Breach that may be covered under this Endorsement, the Insured must:

69

provide, at a minimum: a. the date and circumstances surrounding discovery, including the name(s) of the person(s) making the discovery; b. details of how the Employee Personal Information Breach occurred or will occur;c. the amount of actual loss known and an estimate of the total loss expected to result; andd. a description of all known sources of recovery to reduce the Cost of Employee Notification;3. provide the Insurer with all information, assistance and cooperation as the Insurer may reasonably request in the investigation of the Employee Personal Information Breach and corresponding Cost of Employee Notification; 4. not incur any Cost of Employee Notification without the written consent of the Insurer; and5. notify the police or other appropriate law enforcement authority(ies) if the Insured has reason to believe that the Employee Personal Information Breach involves a violation of law. 8. Notwithstanding, Section G., OTHER INSURANCE, If any coverage under this endorsement is also covered under any other valid and collectable insurance, then the coverage provided by this endorsement shall be specifically excess of, and will not contribute with, such other insurance, including but not limited to any such other insurance under which there is a duty to defend. 9. The maximum aggregate Limit of Liability as a result of coverage provided by this endorsement for all Loss as a result of all Employee Privacy Claims and Cost of Employee Notification shall be $10,000, which sum shall be part of and not in addition to the Limit of Liability identified in Item 3.1.a. of the Declarations relating to the Employment Practices Coverage Section, and Item 3.1.b., additional aggregate for Costs, Charges and Expenses, shall not be applicable to, nor available for, the coverage provided by this endorsement. 10. The Retention listed in Item 3.2.a. of the Declarations relating to the Employment Practices Coverage Section for Employment Practices Claims applies to each Employee Privacy Claim under this Employee Privacy Insuring Clause. The Retention amount applicable to the Cost of Employee Notification is an amount equal to twenty percent (20%) of the Retention listed in Item 3.2.a. of the Declarations relating to the Employment Practices Coverage Section for Employment Practices Claims. The Retention for the Cost of Employee Notification shall be applied only once for each discovery of an Employee Personal Information Breach. All other terms and conditions of this Policy remain unchanged.

70

Table 1 on page 71. Back to List of Tables
ENDORSEMENT
NO. 24
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED ACTS OF TERRORISM Any other provision of this Policy notwithstanding, this insurance does not cover Loss, damage, injury, expense, cost, liability or legal obligation directly or indirectly resulting from or arising out of or in any way related to a "Certified Act Of Terrorism". The following definition is added: "Certified Act Of Terrorism" means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a "Certified Act Of Terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and b. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

71

Table 1 on page 72. Back to List of Tables
ENDORSEMENT
NO. 25
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXTRADITION COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION The following is added to Section B., DEFINITIONS, subsection 1.: Claim means: ◦ an official request for Extradition of any of the Directors and Officers; or the execution of a warrant for the arrest of any of the Directors and Officers where such execution is an element of Extradition. The following is added to Section B., DEFINITIONS, subsection 3.: Costs, Charges and Expenses means: ◦ reasonable and necessary legal costs, charges, fees and expenses incurred by any of the Insureds resulting from any of the Directors and Officers lawfully: i. opposing, challenging, resisting or defending against any request for or any effort to obtain the Extradition of any of such Directors and Officers; or ii. appealing any order or other grant of Extradition of any of such Directors and Officers. The following is added to Section B., DEFINITIONS: Extradition means any formal process by which any of the Directors and Officers located in any country is surrendered to any other country for trial or otherwise to answer any criminal accusation. All other terms and conditions of this Policy remain unchanged.

72

Table 1 on page 73. Back to List of Tables
ENDORSEMENT
NO. 26
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL PARTNER EXCLUSION This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION The following is added to Section C., EXCLUSIONS, subsection 1.: Insurer shall not be liable for Loss under this Coverage Section on account of any Claim: alleging, based upon, arising out of, or attributable to, directly or indirectly resulting from, in consequence of, or in any way involving the Insured serving or allegedly serving as a general partner in any partnership, whether general, limited or otherwise. All other terms and conditions of this Policy remain unchanged.

73

Table 1 on page 74. Back to List of Tables
ENDORSEMENT
NO. 27
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIPAA EXPENSES ENDORSEMENT In consideration of the premium paid, it is agreed that this endorsement modifies insurance provided under the following: FIDUCIARY COVERAGE SECTION I. Section B., DEFINITIONS, subsection 10., Loss, paragraph a. is deleted in its entirety and replaced with the following: a. taxes, fines or penalties, other than any HIPAA Expenses;II. Section B., DEFINITIONS, is amended to include the following: ◦ HIPAA Expenses means civil fines or penalties assessed against an Insured alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any violation of the Health Insurance Portability and Accountability Act (Public Law 104-191), including any amendments to or regulations promulgated under any such law. III. Section D., LIMIT OF LIABILITY AND RETENTIONS, subsection 2. is deleted in its entirety and replaced with the following: 2. The amount shown in Item 3. of the Declarations relating to this Coverage Section shall be the maximum aggregate Limit of Liability of Insurer under this Coverage Section; provided such maximum aggregate Limit of Liability shall include the below listed sub-limit amount for HIPAA Expenses. Such sub-limit amount for HIPAA Expenses shall be a part of and not in addition to the limit of liability set forth in Item 3. of the Declarations relating to this Coverage Section. $250,000 sub-limit aggregate for all HIPAA Expenses All other terms and conditions of this Policy remain unchanged.

74

Table 1 on page 75. Back to List of Tables
ENDORSEMENT
NO. 28
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IMMIGRATION CLAIM ENDORSEMENT This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES COVERAGE SECTION I. It is agreed that the Employment Practices Coverage Section is amended as follows: The following is added to Section A., INSURING CLAUSES: Immigration Claim Insuring Clause Insurer shall pay the Costs, Charges and Expenses of the Insureds which the Insureds have become legally obligated to pay by reason of an Immigration Claim first made against the Insureds during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to subsection E.1. herein, for an Immigration Wrongful Act taking place prior to the end of the Policy Period. The following is added to Section B., DEFINITIONS, subsection 1.: Immigration Claim. The following is added to Section B., DEFINITIONS, subsection 15.: Immigration Wrongful Act. The following is added to Section B., DEFINITIONS: Immigration Wrongful Act means any actual or alleged violation(s) of the Immigration Control Act of 1986 or any other similar federal or state laws or regulations. Immigration Claim means any criminal investigation of any of the Insureds by any governmental agency for actually or allegedly hiring or harboring illegal aliens. The following is added to Section G., OTHER INSURANCE: For any Immigration Claim, if any Costs, Charges and Expenses covered under this Coverage Section are covered under any other valid and collectable insurance, then this Policy shall be primary insurance. II. It is agreed that the DECLARATIONS is amended as follows: The maximum aggregate Limit of Liability for all Costs, Charges and Expenses as a result of all Immigration Claims shall be $100,000, which sum shall be part of and not in addition to the Limit of Liability identified in Item 3.1.a. of the Declarations relating to the Employment Practices Coverage Section, and the Limit of Liability identified in Item 3.1.b. of the Declarations relating to the Employment Practices

75

$25,000 each Immigration Claim All other terms and conditions of this Policy remain unchanged.

76

Table 1 on page 77. Back to List of Tables
ENDORSEMENT
NO. 29
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NAMED ENTITY EXCLUSION FOR PUBLIC COMPANIES This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION The following is added to Section C. EXCLUSIONS, paragraph 1. Exclusions Applicable to All Insuring Clauses: Insurer shall not be liable for Loss under this Coverage Section on account of any Claim brought or maintained by, on behalf of, in the right of, or at the direction of The Michael Angelo Albanese Irrevocable Trust , its directors, officers, employees, subsidiaries, affiliates, or shareholders thereof. All other terms and conditions of this Policy remain unchanged.

77

Table 1 on page 78. Back to List of Tables
ENDORSEMENT
NO. 30
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PPACA CIVIL MONEY PENALTIES EXTENSION This endorsement modifies insurance provided under the following: FIDUCIARY COVERAGE SECTION It is agreed that the Fiduciary Coverage Section is amended as follows1. Section B., DEFINITIONS, subsection 10.a. is deleted and replaced by the following: a. taxes, fines or penalties, other than civil money penalties imposed upon Insureds for a PPACA Violation; 2. Section B., DEFINITIONS, is amended to include the following: ◦ PPACA Violation means an inadvertent violation of the Patient Protection and Affordable Care Act, as amended (PPACA), and any rules or regulations promulgated thereunder. 3. Section D., LIMIT OF LIABILITY AND RETENTION, subsection 2. is amended to include the following: ◾ The amount set forth in Item 3.1. relating to this coverage section shall be amended to include the below listed sub-limit amounts. Such sub-limit amounts shall be a part of and not in addition to the limit of liability set forth in Item 3.1.of the Declarations. $50,000 sub-limit aggregate for all PPACA Violation Loss 4. No Retention shall apply to a PPACA Violation Loss.

78

Table 1 on page 79. Back to List of Tables
ENDORSEMENT
NO. 31
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PROFESSIONAL SERVICES ERRORS AND OMISSIONS EXCLUSIONS This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION The following is added to Section C. EXCLUSIONS, subsection 1.: Insurer shall not be liable for Loss under this Coverage Section on account of any Claim: alleging, based upon, arising out of, or attributable to, directly or indirectly resulting from, in consequence of, or in any way involving the rendering or failure to render professional services. All other terms and conditions of this Policy remain unchanged.

79

Table 1 on page 80. Back to List of Tables
ENDORSEMENT
NO. 32
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. REMOVAL OF ALTERNATIVE DISPUTE RESOLUTION PROVISION This endorsement modifies insurance provided under the following: GENERAL TERMS AND CONDITIONS Section J. ALTERNATIVE DISPUTE RESOLUTION is deleted in its entirety. All other terms and conditions of this Policy remain unchanged.

80

Table 1 on page 81. Back to List of Tables
ENDORSEMENT
NO. 33
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCIENTIFIC AND ADVISORY BOARD EXTENSION This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION The following is added to Section B. DEFINITIONS, subsection 4.: Directors and/or Officers means any person who was, now is, or shall become: a natural person member of the Scientific or Advisory Board of the Company (collectively "Advisory Board Members") that is indemnified by the Company pursuant to a written indemnification agreement. The Company agrees to indemnify the Advisory Board Members to the fullest extent permitted by law, taking all steps necessary or advisable in furtherance thereof, including the making in good faith of any application for court approval, the passing of any resolution by the board of directors or shareholders of the Company, the amendment of any charter, bylaws, operating agreement or similar documents of the Company or the execution of any contract. The Company further agrees to advance Costs, Charges and Expenses actually and reasonably incurred by any Advisory Board Member in defending any threatened, pending or contemplated action, suit or proceeding prior to a final disposition of any such action, suit or proceeding and shall not require any determination or adjudication, interim or final, of the entitlement of the Advisory Board Member to indemnification, where permitted by law to do so. The financial ability of any Advisory Board Member to make repayment shall not be a prerequisite to the making of such an advance, and the right to receive advancement of Costs, Charges and Expenses herein is a contractual right. The agreements contained in this paragraph are binding upon the Company and enforceable by the Insurer or the Advisory Board Member. All other terms and conditions of this Policy remain unchanged.

81

Table 1 on page 82. Back to List of Tables
ENDORSEMENT
NO. 34
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOLLING OR WAIVING THE STATUTE OF LIMITATIONS This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS AND COMPANY COVERAGE SECTION The following is added to Section B., DEFINITIONS, subsection 1.: Claim means: a written request received by the Company to toll or waive the statute of limitations regarding a potential Claim. Such Claim shall be commenced by the receipt of such request. All other terms and conditions of this Policy remain unchanged.

82

Table 1 on page 83. Back to List of Tables
ENDORSEMENT
NO. 35
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. VOLUNTARY COMPLIANCE PROGRAM EXTENSION This endorsement modifies insurance provided under the following: FIDUCIARY COVERAGE SECTION Fiduciary Coverage Section of Item 3. of the Declarations is replaced by: Fiduciary Coverage Section 1. Limit of Liability a. Limit of Liability $2,000,000 maximum aggregate for this Coverage Sectionb. Voluntary Compliance Loss and Delinquent Filers Penalties Sublimit of Liability $100,0002. Retention: $0 each Claim 3. Continuity Date: 10/31/2018 4. Voluntary Compliance Program and Delinquent Filer Penalties Coverage Purchased: YES. Section A., INSURING CLAUSE, of the Fiduciary Coverage Section is replaced by: A. INSURING CLAUSE 1. Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to pay by reason of a Claim first made against the Insureds during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to subsection E.1. herein, for any Wrongful Act taking place prior to the end of the Policy Period. 2. If Voluntary Compliance Program and Delinquent Filer Penalties coverage is purchased pursuant to Item 3., Fiduciary Coverage Section, section 4. of the Declarations as amended in this endorsement, the Insurer shall pay Delinquent Filer Penalties assessed against an Insured, and Voluntary Compliance Loss of the Insureds relating to a Voluntary Compliance Notice first given to the Insurer during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to subsection E.1. herein, for any Wrongful Act taking place prior to the end of the Policy Period. Section B., DEFINITIONS, subsection 2. of the Fiduciary Coverage Section is replaced with: 2. Claim means: a. a written demand for damages or other relief against an Insured;b. a civil, administrative, regulatory or arbitration proceeding against any Insured seeking damages or other

83

d. solely with respect to Insuring clause A.2, if purchased, a Voluntary Compliance Notice. The following is added to Section B., DEFINITIONS: Delinquent Filer Penalties means penalties assessed by the United States Department of Labor or the IRS under a Delinquent Filer Voluntary Compliance Program for inadvertent failure to file Form 5500, provided that the failure to file such Form 5500 occurred during the Policy Period or during the policy period of a policy issued by the Insurer of which this Policy is a continuous renewal thereof. Voluntary Compliance Loss means fines, penalties, sanctions, voluntary correction fees, compliance fees or user fees assessed against or collected from an Insured by the United States Internal Revenue Service pursuant to a Voluntary Compliance Program for the actual or alleged inadvertent non-compliance by a Plan with any statute, rule or regulation if participation by the Insured in such Voluntary Compliance Program results in the Insured obtaining a "No Action" letter from the governmental authority; provided Voluntary Compliance Loss shall not include: (i) any costs to correct the non-compliance, or any other charges, expenses, taxes or damages; or (ii) any fees, fines, penalties, sanctions or Costs, Charges and Expenses relating to a Plan which, as of the earlier of inception of this Policy or inception of the first policy in an uninterrupted series of policies issued by the Insurer of which this Policy is a direct or indirect renewal or replacement, any Insured Person knew to be actually or allegedly non-compliant. Voluntary Compliance Notice means prior written notice to the Insurer by the Insured of the Insured's intent to enter into a Voluntary Compliance Program. Voluntary Compliance Program means a written agreement to correct an inadvertent Plan defect under a voluntary compliance resolution program or similar voluntary settlement program administered by the United States Internal Revenue Service, the United States Department of Labor or other similar governmental authority, including without limitation the Employee Plans Compliance Resolution System, the Audit Closing Agreement Program, the Voluntary Compliance Resolution Program, the Walk-in Closing Agreement Program, the Administrative Policy Regarding Self-Correction, the Tax Sheltered Annuity Voluntary Correction Program, the Delinquent Filer Voluntary Compliance Program, and the Voluntary Fiduciary Correction Program, provided that such agreement to correct such Plan defect was entered into in writing by the Insured with the United States Internal Revenue Service during the Policy Period, or during the policy period of a policy issued by the Insurer of which this Policy is a continuous renewal. Section B., DEFINITIONS, subsection 10. of the Fiduciary Coverage Section is replaced with: 10. Loss means monetary damages, judgments, settlements, pre-judgment or post-judgment interest awarded by a court, and Costs, Charges and Expenses incurred by any of the Insureds and, solely with respect to Insuring Clause A.2., if purchased, Voluntary Compliance Loss, which the Insured becomes legally obligated to pay on account of any covered Claim for Wrongful Acts to which this Policy applies. Loss does not include: a. taxes, fines or penalties; b. matters uninsurable under the laws pursuant to which this Policy is construed; orc. punitive or exemplary damages, or the multiple portion of any multiplied damage award, except to the extent that such punitive or exemplary damages or the multiple portion of any multiplied damage award are insurable under the internal laws of any jurisdiction which most favors coverage for such damages and which has a substantial relationship to the Insureds, Insurer, this Policy or the Claim giving rise to such damages. Section D., LIMIT OF LIABILITY AND RETENTION, subsection 2. is replaced by: 2. The amount shown in Item 3., Fiduciary Coverage Section, section 1., subsection a. of the Declarations as amended in this endorsement shall be the maximum aggregate Limit of Liability of the Insurer under this Coverage Section. However, if Voluntary Compliance Program coverage is purchased pursuant to Item 3., Fiduciary Coverage Section, section 4. of the Declarations as amended in this endorsement, the Voluntary Compliance Loss Sublimit of Liability set forth in Item 3., Fiduciary Coverage Section, section 1., subsection b. of the

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forth therein. All other terms and conditions of this Policy remain unchanged.

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Table 1 on page 86. Back to List of Tables
ENDORSEMENT
NO. 36
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAGE AND HOUR CLAIM COSTS, CHARGES AND EXPENSES ONLY ENDORSEMENTThis endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES COVERAGE SECTION I. It is agreed that the Employment Practices Coverage Section is amended as follows: Section A., INSURING CLAUSES, is amended by adding the following: 3. Wage and Hour Claim Insuring Clause Insurer shall pay the Costs, Charges and Expenses of the Insureds which the Insureds have become legally obligated to pay by reason of a Wage and Hour Claim first made against the Insureds during the Policy Period or, if elected, the Extended Period, and reported to the Insurer pursuant to Section E.1. herein, for a Wage and Hour Wrongful Act taking place prior to the end of the Policy Period. Section B., DEFINITIONS, subsection 1. is amended by adding the following: c. Wage and Hour Claim. Section B., DEFINITIONS, subsection 15. is amended by adding the following: c. Wage and Hour Wrongful Act. Section B., DEFINITIONS, is amended by adding the following: Wage and Hour Wrongful Act means any actual or alleged violation(s) of: a. the Fair Labor Standards Act or any other federal, state or local laws, rules or regulations governing or relating to: i. the classification of Employees for the purpose of determining Employees' eligibility for compensation; or ii. the payment of wages, including but not limited to the payment of overtime, minimum wages, on-call time, the donning and doffing of uniforms, rest and meal periods, reimbursement of expenses, and any other earnings, tips, reimbursement or compensation of Employees;

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However, Wage and Hour Wrongful Act shall not include actual or alleged violations of the Equal Pay Act of 1963, and any amendments thereto. Wage and Hour Claim means: a. a written demand against an Insured for damages or other relief; orb. a civil, judicial, administrative, regulatory or arbitration proceeding or a formal governmental investigation against an Insured seeking damages or other relief, commenced by the service of a complaint or similar pleading, including any appeal therefrom;brought by or on behalf of one or more Employees solely alleging any Wage and Hour Wrongful Act. Solely as respects any Wage and Hour Claim, Section C., EXCLUSIONS, subsection 4. is amended by deleting the following words: "provided, however, this exclusion does not apply to any such Claim alleging violations of the Equal Pay Act or Retaliation:" Section F., SETTLEMENT AND DEFENSE, subsection 3. is deleted in its entirety solely as respects any Wage and Hour Claim. Section G., OTHER INSURANCE, is amended by adding the following: For any Wage and Hour Claim, if any Costs, Charges and Expenses covered under this Coverage Section is covered under any other valid and collectable insurance, then this Policy shall be primary insurance. Section O., ALLOCATION, in the General Terms and Conditions Section and Section H., ALLOCATION, are deleted in their entirety solely as respects any Wage and Hour Claim. II. It is agreed that the DECLARATIONS is amended as follows: The maximum aggregate Limit of Liability for all Costs, Charges and Expenses as a result of all Wage and Hour Claims shall be $150,000, which sum shall be part of and not in addition to the Limit of Liability identified in Item 3.1.a. of the Declarations relating to the Employment Practices Coverage Section, and the Limit of Liability identified in Item 3.1.b. of the Declarations relating to the Employment Practices Coverage Section, additional aggregate for Costs, Charges and Expenses, shall not be applicable to or available for any Wage and Hour Claim. Item 3., Employment Practices Coverage Section, section 2., RETENTION, of the Declarations is amended by adding the following: $25,000 each Wage and Hour Claim

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Table 1 on page 88. Back to List of Tables
ENDORSEMENT
NO. 37
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDATORY ENDORSEMENT - CALIFORNIA Whenever the term AUTHORIZED REPRESENTATIVE appears beneath a signature line in this policy, it is removed and replaced by the term COUNTERSIGNATURE. For example: DATE AUTHORIZED REPRESENTATIVE is replaced by: DATE COUNTERSIGNATURE

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Table 1 on page 89. Back to List of Tables
ENDORSEMENT
NO. 38
None None None
ATTACHED TO
AND
FORMING A PART
OF
POLICY NUMBER
ENDORSEMENT
EFFECTIVE DATE
(12:01 A.M. STANDARD
TIME)
NAMED INSURED AGENT NO.
EKS3309995 10/31/2019 Professional Financial Investors, Inc. 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SERVICE OF SUIT CLAUSE It is agreed that in the event of the failure of the Company to pay any amount claimed to be due under this policy, the Company at the request of the Insured (or reinsured), will submit to the jurisdiction of any court of competent jurisdiction within the United States of America and will comply with all requirements necessary to give the Court jurisdiction. All matters which arise will be determined in accordance with the law and practice of the Court. In a suit instituted against any one of them under this contract, the Company agrees to abide by the final decision of the Court or of any Appellate Court in the event of an appeal. Pursuant to any statute of any state, territory or district of the United States of America which makes a provision, the Company will designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by or on behalf of the Insured (or reinsured) or any beneficiary arising out of this contract of insurance (or reinsurance). The officer named below is authorized and directed to accept service of process on behalf of the Company: Commissioner of Insurance 45 Fremont Street 23rd Floor San Francisco, CA 94105 Having accepted service of process on behalf of the Company, the officer is authorized to mail the process or a true copy to: c/o United States Corporation Company 2710 Gateway Oaks Drive, Suite 150N Sacramento, CA 95833-3505

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POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE RRORISM RISK INSURANCE ACT er the Terrorism Risk Insurance Act of 2002, as amended pursuant to the Terrorism Risk Insurance Program Reauthorizat of 2015, effective January 1, 2015 (the "Act"), you have a right to purchase insurance coverage for losses arising out of acrrorism, as defined in Section 102(1) of the Act: The term "certified acts of terrorism" means any act that is certified by theretary of the Treasury - in consultation with the Secretary of Homeland Security, and the Attorney General of the United es - to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to halted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the ises of a United States mission; to have been committed by an individual or individuals as part of an effort to coerce the lian population of the United States or to influence the policy or affect the conduct of the United States Government by rcion. should know that where coverage is provided by this policy for losses resulting from "certified acts of terrorism," such los be partially reimbursed by the United States Government under a formula established by federal law. However, your polic contain other exclusions which might affect your coverage, such as an exclusion for nuclear events. Under the formula, theted States Government agrees to reimburse eighty-five percent (85%) of covered terrorism losses in calendar year 2015 theed the statutorily established deductible paid by the insurance company providing the coverage. This percentage of Unitedes Government reimbursement decreases by one percent (1%) every calendar year beginning in 2016 until it equals eighty ent (80%) in 2020. The premium charged for this coverage is provided below and does not include any charges for the ion of loss that may be covered by the Federal Government under the Act. should also know that the Act, as amended, contains a $100 Billion Cap that limits United States Government reimburseell as insurers' Liability for losses resulting from "certified acts of terrorism" when the amount of such losses in any one ndar year exceeds $100 billion. If the aggregate insured losses for all insurers exceed $100 billion, your coverage may be ced. NDITIONAL TERRORISM COVERAGE federal Terrorism Risk Insurance Program Reauthorization Act of 2015 is scheduled to terminate at the end of December 0, unless renewed, extended or otherwise continued by the federal government. Should you select Terrorism Coverage ided under the Act and the Act is terminated December 31, 2020, any terrorism coverage as defined by the Act provided policy will also terminate. ACCORDANCE WITH THE ACT, YOU MUST CHOOSE TO SELECT OR REJECT COVERAGE FOR RTIFIED ACTS OF TERRORISM" BELOW: TE: In this state, a terrorism exclusion makes an exception for (and thereby provides coverage for) fire losses resulting froct of terrorism. Therefore, if you reject the offer of terrorism coverage, that rejection does not apply to fire losses resulting an act of terrorism coverage for such fire losses will be provided in your policy.

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X I hereby reject the purchase of certified terrorism coverage. Professional Financial Investors, Inc. Policyholder / Applicant's Signature* Named Insured / Firm EKS3309995 Print Name* Policy Number, if available * Date rejected, signature required & completed form must be faxed to E-Risk Services @ (973) 252-5146. Please contact your er with any questions.

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EXHIBIT B

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1 I. INTRODUCTION 2 1. Professional Financial Investors, Inc. (PFI) is a California-based real estate firm that3 raised millions of dollars from small or retail investors for purported real estate deals. Professional 4 Investors Security Fund, Inc. (PISF) is PFI’s primary fund, used to borrow or raise money from 5 investors. Founded in the early 1980’s, PFI created a web of legal entities that lured individuals to 6 invest in apartment and commercial buildings in and around Marin County. PFI generally promised 7 investors distributions that would come from rental income and, for some investors, profits from the 8 eventual sale of the properties. By PFI’s own admission, the SEC is currently investigating PFI, all of 9 its officers have resigned, a Chief Restructuring Officer has been hired, interest payments to investors 10 have been halted, and a cloud of questionable conduct hangs over the company. 11 2. PFI and PISF raised hundreds of millions of dollars from investors over the years,12 creating at least four categories of investors including: (1) members of various limited liability 13 companies; (2) lenders, secured by deeds of trusts on properties held by various limited partnerships; 14 (3) lenders, secured by deeds of trust on various properties owned solely by PFI; and (4) lenders to15 PISF, who were provided collateral in the form of the interests held by PISF in various limited16 partnerships. This class action seeks relief for all of these investors. 17 3. The investors were sold contracts in violation of California and federal securities laws. 18 Although some of the investments were characterized as contracts or notes, these investments are 19 securities and must be registered with the SEC and/or the state of California or qualify for an 20 exemption. An investment contract exists if there is: (a) an investment of money, (b) in a common 21 enterprise, (c) with the expectation of profits derived solely from the efforts of others. Traditionally, 22 many private real estate deals qualify for an exemption under 17 C.F.R. §230.506, titled “Exemption 23 for limited offers and sales without regard to dollar amount of offering.” However, in the instant matter,24 Defendants did not apply for, nor would they qualify for, an exemption from the SEC or California 25 registration requirements. 26 4. PFI borrowed or raised money from investors in several different but substantially27 similar methods, promising Plaintiff and class members that money would be repaid through the

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1 times, PFI promised investors equity in specific properties it owned directly or as the managing partner 2 of an LLC. Or, many investors were sold an investment vehicle called a “Contract for Collateral 3 Related to Straight Note” (“Contract”) which allowed investors to participate in PFI’s real estate 4 projects without participating in any specific deal. The borrower on the Contract was PISF, and the 5 Contract allowed investors to share in profits from the rental and ultimate sale of the properties 6 managed and owned by Defendants. 7 5. This action is brought on behalf of all investors who were lenders to PFI, PISF, or a8 related entity, or who invested in an LLC managed or organized by PFI, PISF, or a related entity and 9 were promised that their investments were collateralized by real estate in the name of PFI, PISF, or in 10 an entity in which PFI had an equity interest. 11 6. Investors were assured that investments were collateralized by various properties. 12 However, PFI’s records often fail to match Marin County records. The Marin County records 13 frequently reflect PFI as the sole owner of the properties which PFI claimed was in the name of other 14 LLCs. Marin County records combined with other information also reveals that Defendants comingled 15 the assets and financials of PFI and PISF -- leaving Plaintiff incapable of knowing whether collateral 16 exists to fully repay her loan or what specific rights she has to any specific collateral. 17 7. The president and principal of PFI and PISF was Ken Casey, an accountant by18 profession who pled guilty tax fraud before forming PFI. Casey passed away in May 2020, opening a 19 Pandora’s box relating to his business empire. PFI and PISF subsequently hired a Marin County law 20 firm to assist “with the transition of ownership of the two companies.” The law firm reportedly 21 commenced an audit of PFI-PISF, and wrote an initial letter to investors on June 4, 2020 stating, in 22 part, “it became apparent that there existed legitimate questions involving the structure and investment 23 history of Mr. Casey’s companies.” The law firm reported that it approached the SEC and asked the 24 SEC to conduct a fact-finding inquiry into Casey and his companies’ real estate investments. The SEC 25 investigation is reportedly ongoing. 26 8. Lewis Wallach was Casey’s business partner and held various high-level positions at27 PFI and/or PISF, including as CEO of PFI until June 25, 2020.

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1 9. As of June 25, 2020, Charlene Albanese became PFI’s sole officer and director. 2 Albanese was Casey’s wife and a director at PFI during relevant times herein. 3 10. Ten days after the initial letter to investors after Casey’s death, on June 14, 2020, PFI4 announced it hired a chief restructuring officer for PFI and PISF. Also, all prior PFI-PISF corporate 5 officers agreed to immediately resign. However, upon information and belief, Albanese is now the 6 primary owner and decisionmaker for PFI and PISF. 7 11. As of June 2020, payments to PISF’s investors have been suspended with no indication8 as to whether or when they will resume or whether any investors will receive a return of their principal. 9 12. Plaintiff therefore brings this action on behalf of herself and a class of investors harmed10 by PFI-PISF and its principals’ conduct. Plaintiff seeks all available remedies, including rescission of 11 her investment for herself and the class. 12 II. JURISDICTION AND VENUE 13 13. This Court has jurisdiction over this action pursuant to Article 6, § 10 of the California14 Constitution and California Code of Civil Procedure § 410.10. 15 14. This Court may exercise jurisdiction over PFI and PISF because these entities are16 registered to conduct business in California and maintain their headquarters in California. All 17 Defendants have sufficient minimum contacts in California and intentionally avail themselves of the 18 markets within California through the sale and marketing of their investment vehicles, thus rendering 19 the exercise of jurisdiction by this Court proper and necessary. 20 15. Venue is proper in this Court pursuant to Cal. Civ. Proc. Code § 395(a) because21 Plaintiff’s injuries occurred within this County, Defendants transact business in this County, and the 22 events complained of occurred in this County. Defendants reside in the State of California and are 23 within the jurisdiction of this Court for purposes of service of process. 24 III. PARTIES 25 16. Plaintiff Susan Aiken is an individual who currently, and during the relevant period,26 resides in California. Aiken invested in Professional Investors Security Fund, Inc. for the benefit of 27 herself and the Susan H. Aiken Trust U/A 7/6/09.

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1 17. Defendant Professional Financial Investors, Inc. is a California corporation with its2 principal place of business in Novato, California. 3 18. Defendant Professional Investors Security Fund, Inc. is a California corporation with its4 principal place of business in Novato, California. 5 19. Lewis Wallach is an individual who resides in Marin County and served as an officer6 and/or director of PFI and PISF. 7 20. Charlene Albanese is the personal representative of the Estate of Kenneth Casey. Casey8 was an officer and/or director of PFI and PISF, and lived in Marin County. 9 IV. GENERAL FACTUAL ALLEGATIONS 10 A. PFI-PISF’s Offerings 11 21. PFI has been in the business of selling investments in residential and commercial real12 estate since the 1980’s. PFI touts itself as “the industry leader in multi-family and commercial real 13 estate investment and management specializing in the Marin and Sonoma County real estate markets.” 14 22. In marketing materials from 2019, PFI stated that it “owns, manages and invests in15 approximately $460 million of Marin County and southern Sonoma properties.” Before its website was 16 taken down in June 2020, PFI stated online that it managed nearly 600,000 square feet of commercial 17 warehouse and office space, and close to 1,000 apartments in Marin and Sonoma County. The company18 also said in marketing materials that it employs a management staff of around 50 people and that it was 19 continuing to grow. PFI promoted itself as a local company using plain English (but factually false) 20 offering documents, promoting these investments to retail investors without consideration for whether 21 an investor was accredited or not. 22 23. Since its start, Ken Casey was the president of PISF and the principal of PFI. Casey was23 a prominent Marin businessman and real estate owner. A Marin County Supervisor referred to him as 24 “the largest commercial property owner in the county.” But Casey also had a checkered past; he pled 25 guilty to several felonies in the 1990s, including bank fraud, tax evasion, and conspiracy to defraud the 26 United States. 27 24. Lewis Wallach eventually became the president of PFI and served as a principal of PISF.

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1 business partners who jointly operated the corporate Defendants. Wallach’s wife, Leslie Wallach, was 2 PFI’s chief financial officer. In 2018, the Wallachs purchased Judy Garland’s former beach house in 3 Malibu for $3.545 million, demonstrating their alleged success in real estate investing. 4 25. Investors were told that their investments and loans would be used to purchase a5 commercial or residential building. The investors who purchased loan contracts would receive high 6 interest rate payments each month, until the principal is paid back to her by a date certain. LLC 7 investors purchased equity positions in special purpose entities used to buy commercial and residential 8 real estate. 9 26. Over the past few decades, PFI-PISF has lured over 1,000 investors into contributing10 capital to its enterprises. While some or most investors were receiving their promised cash 11 distributions, distributions to investors stopped after Casey’s death in May 2020. 12 B. PFI-PISF Investments Were Required to Be Registered 13 27. The investments PFI and PISF sold constitute “securities” that cannot be offered or sold14 without registration under federal and state blue sky laws. 15 28. California Corp. Code § 25110 prohibits the offer or sale by any person in California of16 securities that are not qualified through registration. California Corp. Code § 25503 affords a statutory 17 cause of action to victimized investors for violations of Section 25110. California Corp. Code § 18 25504.1 also extends liability under Section 25503 to any person who materially assists in a violation of19 Section 25110 with an intent to deceive or defraud, and states that such person is jointly and severally 20 liable with any other person liable under Section 25503. 21 29. California law also required PFI-PISF investments to be registered as securities or22 qualify for an exemption. Their contracts, notes, and other investment vehicles were not exempt from 23 registration under Rule 506 and, at no time did PFI or PFIS seek to avail itself of any exemption under 24 the securities laws. 25 C. Plaintiff’s Individual Experience 26 30. This case involves a California-based company raising money primarily from California27 residents and investing primarily in California real estate. Marin County is the epicenter of this case.

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1 31. Plaintiff Susan Aiken learned of PFI-PISF through her financial advisor, who received a2 referral fee from PFI-PSIF. 3 32. In April 2004, Aiken made an initial investment of $160,000 in Professional Investors 4 Security Fund XIV. Aiken was one of several lenders who received a promissory note secured by a 5 Deed of Trust on an apartment building in Novato, CA. The borrower was Professional Investors 6 Security Fund XIV and the note was signed by Wallach on behalf of this entity. PFI is the trustee on the 7 Deed of Trust. 8 33. Aiken was supposed to receive an interest rate of 10.5% (payable monthly) for four9 years and five months, at which point she would receive a return of her principal. Aiken was told that 10 she would share ownership in apartments with other investors in Professional Investors Security Fund 11 XIV, as well as PFI itself. Aiken, however, did not receive the return of her principal. 12 34. Instead, in June 2015, Aiken received a straight note, also described as a Collateralized13 Note Investment, stating that she would be paid an interest rate of 10% each month on her $160,000 14 investment, with the principal due on June 15, 2020. The Contract for Collateral Related to Straight 15 Note lists PISF as the borrower and lists ten different Professional Investor Security Funds as the 16 collateral. However, many of the assets listed as collateral appear to be owned directly by PFI and not 17 individual LLC’s. 18 35. Aiken continued receiving her monthly interest payments until June 2020, after Casey’s19 death. She did not receive her principal on June 15, 2020. 20 D. Plaintiff and Class Members Informed That They Will Not Receive Scheduled21 Distributions 22 36. Instead, Plaintiff received a series of letters that Ragghianti Freitas LLP, a Marin County23 law firm, sent to all PFI-PISF investors. The first letter, dated June 4, 2020, indicated that Ragghianti 24 was retained by PFI and PISF “to assist with the transition of ownership of the two companies” after 25 Casey’s death. The firm commenced an audit of PFI-PISF and saw “legitimate questions involving the 26 structure and investment history of Mr. Casey’s companies.” Therefore, the firm voluntarily 27 approached the SEC and asked the SEC to conduct a fact-finding inquiry into Casey and his companies.

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1 37. A second letter from Ragghianti to all PIF-PISF investors, dated June 7, 2020, stated that2 it’s possible each type of investment in PFI-PISF will be affected by the investigation. The letter also 3 stated that “payments to all noteholders are suspended” (including those with notes like Aiken’s) and 4 the firm does not know how long that suspension will last. And noteholders will be unable to withdraw 5 their investments (i.e. request payoff of notes) indefinitely. 6 38. A third letter from Ragghianti to investors, dated June 14, 2020, announced that 7 Michael Hogan of Armanino LLP (an accounting and consulting firm based in California) would begin 8 to serve as chief restructuring officer of PFI and PISF. Hogan’s duties would include “leading 9 forbearance and restructuring arrangements” and “working in collaboration with government agencies 10 as required in their fact finding.” 11 39. This last letter also stated that Ragghianti had asked each PFI corporate officer to12 immediately resign as Hogan assumes his new role, and that each officer had agreed to do so. However,13 on June 25, 2020, PFI’s corporate registration with the state of California was amended to make 14 Charlene Albanese PFI’s sole officer and director. 15 40. On June 28, 2020, Hogan wrote a letter to PFI investors explaining that he16 independently verified that “PFI and PISF have engaged in serious misconduct over the nearly three 17 decades immediately prior to Mr. Casey’s death.” He also stated that his investigation would take 60 to 18 90 days, after which he hoped to have “a comprehensive plan that addresses all investment types and 19 entities.” However, Hogan was hired by Albanese and it is unclear why she was made PFI’s sole officer20 and director or whether PFI intends to investigate whether she engaged in any prior misconduct. 21 41. Aiken has not received any other information from PFI-PISF (or anyone else) on22 whether she will ever receive a return of her principal. 23 V. TENDER 24 42. Conditioned upon the receipt of the rescissionary relief afforded under the California25 Securities Act, Plaintiff tenders her PFI-PISF investment to Defendants. 26 VI. CLASS ALLEGATIONS 27 43. Pursuant to Code of Civil Procedure § 382, Plaintiff brings her claims on behalf of

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The Nationwide Class: All persons who invested in a PFI or PISF investment 1 vehicle and became (1) Lenders, secured by deeds of trusts on properties held by various limited partnerships; (2) Lenders, secured by deeds of trust on various 2 properties owned solely by PFI; (3) Lenders to PISF, who were provided 3 collateral in the form of the interests held by PISF in various limited partnerships, whose principal has not been repaid; or (4) members of various 4 LLCs created by Defendants. 5 The California Class: All persons residing in California who invested in a PFI or PISF investment vehicle and became (1) Lenders, 6 secured by deeds of trusts on properties held by various limited partnerships; (2) 7 Lenders, secured by deeds of trust on various properties owned solely by PFI; (3) Lenders to PISF, who were provided collateral in the form of the interests held 8 by PISF in various limited partnerships, whose principal has not been repaid; or (4) members of various LLCs created by Defendants. 9 10 (collectively, “the Classes”). Excluded from the Classes are Defendants and their officers, directors, 11 and employees. 12 44. Plaintiff reserves the right to modify or amend these Class definitions before the Court13 determines whether certification is appropriate. 14 45. Numerosity. The Class is so numerous that joinder of all members is impractical. Upon15 information and belief, PFI-PISF sold unregistered securities to over 1,000 individuals. 16 46. Commonality. There are questions of law and fact common to the Class, which17 predominate over any questions affecting only individual Class members. These common questions of 18 law and fact include, without limitation: 19 a. Whether Defendants violated the California Securities Act;20 b. Whether the investments Defendants sold were exempt from registration;21 c. Whether Defendants engaged in negligent misrepresentations concerning PFI-PISF22 investments; 23 d. Whether Defendants breached their fiduciary duties to Plaintiff and the Classes;24 e. Whether Plaintiff and Class members are entitled to rescissionary relief, damages, or25 other forms of relief available under the California Securities Act. 26 47. Typicality. Plaintiff’s claims are typical of those of other Class members because each27 seeks to recover for injuries caused by the misconduct alleged herein. Plaintiff is advancing the same

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1 48. Adequacy. Plaintiff will fairly and adequately represent and protect the interests of the2 members of the Classes. Plaintiff’s counsel are competent and experienced in litigating class actions. 3 49. Superiority. A class action is superior to other available methods for the fair and4 efficient adjudication of this controversy, since joinder of all Class members is impractical. There is 5 little economic incentive for Class members to individually prosecute claims. Further, the adjudication 6 of this controversy through a class action will avoid the possibility of inconsistent and potentially 7 conflicting adjudication of the asserted claims. There will be no difficulty in the management of this 8 action as a class action. 9 VII. CAUSES OF ACTION 10 FIRST CLAIM FOR RELIEF California Statutory Securities Fraud 11 Against All Defendants 12 50. Plaintiff realleges and incorporates by reference paragraphs 1 through 49 as if set forth in13 full herein. 14 51. The investments PFI-PISF sold to Plaintiff are securities under Cal. Corp. Code § 25019. 15 52. In connection with the offer and sale of the securities, PFI-PISF and their principals16 directly or indirectly made untrue statements of material fact, and omitted to state material facts necessary17 in order to make the statements made, in light of the circumstances under which they were made, not18 misleading, in violation of Cal. Corp. Code § 25401. Such statements and omissions included: 19 a. Defendants created the implication that investments in PFI-PISF need not be registered20 under federal or state securities laws when in fact they were required to be registered;21 b. Defendants represented that there was adequate collateral to satisfy the loans when in fact22 the loans were substantially undercollateralized; 23 c. Defendants represented that the collateral was owned/held by particular entities when, in24 fact, to the extent there was collateral, it was commingled among Defendants and various25 other entities; and 26 d. Defendants represented that investors’ money would be allocated to specific projects27 rather than commingled among Defendants and various other entities.

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1 53. Wallach and Casey are jointly and severally liable as control persons of PFI/PISF pursuant2 to Cal Corp Code § 25504. At all material times, Wallach and Casey had the legal authority to control3 the actions of PFI/PISF and their employees. 4 54. Defendants are jointly and severally liable under Cal. Corp. Code § 25504.1 as they each5 materially aided in the acts constituting the securities fraud violations with the intent to deceive or defraud 6 Plaintiff. 7 55. The securities fraud herein damaged Plaintiff and caused her losses. 8 56. As a consequence of their violation of California securities law, Defendants are jointly9 and severally liable for rescissionary damages and interest at the legal rate, pursuant to Cal. Corp. Code10 §25501 and costs. 11 SECOND CLAIM FOR RELIEF Sale of Unregistered Securities, Cal. Corp. Code § 25110 12 Against All Defendants 13 57. Plaintiff realleges and incorporates by reference paragraphs 1 through 49 as if set forth in14 full herein. 15 58. Defendants offered and/or sold securities in the form of promissory notes within or from16 the State of California. 17 59. The securities were not registered or exempt from registration. Accordingly, their offer18 and sale in California was unlawful under Cal. Corp. Code § 25110. 19 60. As a consequence of their sale of unregistered securities, Defendants are liable, jointly and20 severally, for rescissionary damages and interest at the legal rate, pursuant to Cal. Corp. Code § 25503,21 and costs. 22 THIRD CLAIM FOR RELIEF Breach of Fiduciary Duty 23 Against All Defendants 24 61. Plaintiff realleges and incorporates by reference paragraphs 1 through 49 as if set forth in25 full herein. 26 62. Defendants acted as principals, advisors and or the general manager in the sale of27 unregistered securities to the Plaintiff and the Classes.

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1 63. As an investment advisor, financial advisor, general manager and/or unlicensed broker, 2 Defendants owe a common law fiduciary duty to Plaintiff and to the Classes as follows: 3 a. the duty of honesty and candor; 4 b. the duty to act in the investors best interest; 5 c. the duty to inform the customer of the risks involved in purchasing or selling a6 particular security; 7 d. the duty to refrain from self-dealing; 8 e. the duty not to misrepresent any material fact to the transaction; and9 64. Defendants are vicariously liable for the acts of their officers who acted as their actual or10 apparent agents. 11 65. The breaches of fiduciary duties caused damages to Plaintiff and the Classes. 12 FOURTH CLAIM FOR RELIEF Negligent Misrepresentation 13 Against All Defendants 14 66. Plaintiff realleges and incorporates by reference paragraphs 1 through 49 as if set forth in15 full herein. 16 67. Defendants, in the course of their business and as part of transactions in which they had a17 pecuniary interest, misrepresented or omitted material facts in purporting to supply information to18 Plaintiff for guidance in purchasing the promissory notes. Such misrepresentations and omissions19 included: 20 a. Defendants created the implication that the investments in PFI-PISF need not be registered21 under federal or state securities laws when in fact they were required to be registered;22 b. Defendants represented that there was adequate collateral to satisfy the loans when in fact23 the loans were substantially undercollateralized; 24 c. Defendants represented that the collateral was owned/held by particular entities when, in25 fact, to the extent there was collateral, it was commingled among Defendants and various26 other entities; and 27 d. Defendants represented that investors’ money would be allocated to specific projects

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1 68. Defendants intended that Plaintiff rely on the information and provided it for that purpose. 2 69. Defendants failed to exercise reasonable care or competence in obtaining and3 communicating the misrepresented or and/or omitted facts to Plaintiff. 4 70. Plaintiff justifiably relied upon Defendants’ misrepresentations and omissions in entering5 into the promissory notes. 6 71. As a direct and proximate result of Defendants’ misrepresentations and omissions, and 7 Plaintiff’s reliance thereon, Plaintiff suffered direct and consequential losses. 8 72. Defendants’ actions were so reckless or wanting in care that they constitute a conscious9 disregard or indifference to the rights of the Plaintiff. Thus, Plaintiff is entitled to an award of punitive10 damages. 11 73. As a consequence of its negligent misrepresentations, Defendants are liable for actual12 damages, in an amount to be proven at trial, punitive damages, the costs of collection, litigation expenses,13 and recoverable costs, and pre- and post-judgement interest at the maximum prevailing statutory rate. 14 FIFTH CLAIM FOR RELIEF Breach of Contract 15 Against PISF 16 74. Plaintiff realleges and incorporates by reference paragraphs 1 through 49 as if set forth in17 full herein. 18 75. In connection with their investments, Plaintiff and each member of the Classes entered19 into a Straight Note with PISF, an LLC operating agreement (and related agreements), or other investment20 contracts under which Defendants would pay monthly interest payments with the principal due on a21 specified date. 22 76. Plaintiff has performed all of the conditions, covenants, and promises required on her part23 to be performed in accordance with the terms and conditions of the promissory notes and other24 agreements 25 77. Defendants have failed and/or refused to perform their obligations in full accordance with26 the terms and conditions of the notes and other agreements. 27

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1 78. Defendants breached the Straight Note by ceasing to pay monthly interest payments and/or2 failing to return each class member’s principal under the terms and conditions of the notes and other3 agreements. 4 79. As a direct and proximate result of Defendants’ material breach of the notes and other5 agreements, Plaintiff suffered damages. 6 80. By reason of the foregoing, Plaintiff and the Classes are entitled to a judgment awarding7 them compensatory damages in an amount to be determined at the trial of this action, together with8 interest at the maximum allowable rate. 9 VIII. PRAYER FOR RELIEF 10 WHEREFORE, Plaintiff, individually and on behalf of the Classes, prays for an order and11 judgment against Defendants as follows: 12 a. certifying the Classes as set forth in this Complaint, and appointing Plaintiff as13 Class Representative for these Classes and her counsel as Class Counsel14 b. enjoining Defendants from further violations of their legal and fiduciary duties;15 c. awarding Plaintiff and the Classes rescission; 16 d. awarding Plaintiff and the Classes restitution with interest at the legal rate;17 e. awarding Plaintiff and the Classes monetary damages and interest at the legal18 rate; 19 f. awarding Plaintiff and the Classes the costs and disbursements of this action,20 including reasonable attorney’s fees, costs and expenses in amounts to be21 determined by the Court; 22 g. awarding Plaintiff and the Classes disgorgement of any profits Defendants23 earned as a result of their fiduciary breach or other misconduct;24 h. awarding pre- and post-judgment interest; and 25 i. granting such other and further relief as is just and proper. 26 IX. REQUEST FOR JURY TRIAL 27 Plaintiff hereby requests a trial by jury on all issues.

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1 Dated: July 2, 2020 2 GIBBS LAW GROUP LLP 3 Michael L. Schrag (SBN 185832) 4 Linda Lam (SBN 301461) 505 14th Street, Suite 1110 5 Oakland, California 94612 Telephone: 510-350-9700 6 Facsimile: 510-350-9701 mls@classlawgroup.com 7 lpl@classlawgroup.com 8 SILVER LAW GROUP 9 Scott L. Silver (Fla Bar No. 095631) 11780 W. Sample Road 10 Coral Springs, FL 33065 11 Telephone: 954-755-4799 Facsimile: 954-755-4684 12 ssilver@silverlaw.com 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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EXHIBIT C

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John D. Fiero October 30, 2020 415.217.5101 jfiero@pszjlaw.com A N F R A N C I S C O, C A O S A N G E L E S, C A I L M I N G T O N, D E E W Y O R K, N Y 50 CALIFORNIA STREET 5th FLOOR AN FRANCISCO ALIFORNIA 94111-4500 Lewis Wallach (c/o Ed Swanson and Carly Bittman) ELEPHONE: 415/263-7000 Leslie Wallach (c/o Miranda Kane) ACSIMILE: 415/263-7010 Charlene Albanese (c/o Miles Ehrlich and Izmail Ramsey) Manuel Romero (c/o Martha Boersch) Re: PFI/PISF – Notice of Potential Claim and Request for Tolling Agreement Pursuant to Policy No. EKS3309995 (Expiring 10/31/20) Issued by Scottsdale Insurance Company to Professional Financial Investors, Inc. Dear Ladies and Gentlemen: OS ANGELES 0100 SANTA MONICA BLVD. 3th FLOOR This law firm represents the Official Committee of OS ANGELES Unsecured Creditors (the “Committee”) in the chapter 11 cases of ALIFORNIA 90067 Professional Financial Investors, Inc. (“PFI”) and Professional ELEPHONE: 310/277 6910 Investors Security Fund, Inc. (“PISF”) now pending in the United ACSIMILE: 310/201 0760 States Bankruptcy Court for the Northern District of California. Although the investigation that began earlier this year following the ELAWARE death of Ken Casey is continuing, we wanted to advise you of 19 NORTH MARKET STREET potential claims for negligence and breach of fiduciary duty (among 7th FLOOR .O. BOX 8705 other theories) that the Committee (serving as estate representative ILMINGTON or through a successor in interest such as a liquidating trustee) ELAWARE 19899-8705 expects to allege against you as a result of your involvement in or ELEPHONE: 302/652 4100 your failure to prevent the following malfeasance uncovered thus ACSIMILE: 302/652 4400 far. Because of the serious nature of these potential claims and the continuing investigation into them, we are delivering a written EW YORK request to PFI’s counsel and to you to toll or waive the statute of 80 THIRD AVENUE limitations regarding these potential claims. The potential claims 4th FLOOR EW YORK for negligence and breach of fiduciary duty and other causes of EW YORK 10017-2024 action are based upon the following facts uncovered by the ELEPHONE: 212/561 7700 investigation to date: ACSIMILE: 212/561 7777 EB: www.pszjlaw.com

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Lewis Wallach, et al. Page 2 1. Commingling of funds in a manner contrary to (a) the representations PFI, PISF and its affiliated entities made to investors; (b) applicable corporate formalities; and (c) the legal principles of corporate separateness. This includes mishandling of investor checks, mishandling of wired funds, over-subscription of legal entities resulting in investor dilution, and use of one entity’s assets for the benefit of another. 2. Inappropriate transactions with insiders, including (a) “sales” of interests in company assets to officers and control persons without receipt of identifiable or reasonable consideration; (b) insiders taking corporate opportunities for themselves; and (c) bookkeeping irregularities in which insider transactions were inconsistent with the actual underlying transaction and which obscured the malfeasance. 3. Mishandling of client account rollovers, including using affiliate cash to substitute for client account cash and wrongful use of pooled accounts that frustrated the ability to trace investor and affiliate funds. 4. Irregularities in the administration of client investments secured by deeds of trust, including mishandling of the recordation or reconveyance of deeds of trust, failing to record or re-record deeds of trust, and (c) in many instances doing so contrary to fiduciary duties owed to creditors. 5. Agreement to “special” deals with favored investors contrary to the fiduciary duties owed to investors at large, including incurring additional obligations to such favored investors for no additional consideration and awarding property interests to certain investors greater than the value provided to the enterprise. 6. Inappropriate diversions of corporate assets to insiders, including but not limited to (a) purported “loans” to Mr. Casey that were later expunged at year-end through accounting irregularities, (b) direct cash transfers to Mr. Casey in violation of corporate fiduciary duties, use of investor monies paid directly to Mr. Casey where the entity then acknowledged an obligation to the investor without having received appropriate consideration, sh Payments to Ken Casey; (c) direct and indirect cash payments to or for the benefit of Lewis Wallach including payments to the “Liberty

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Lewis Wallach, et al. Page 3 Lakes” property owned by Wallach, cash payments to Mr. Wallach, and payments on Mr. Wallach’s personal credit card. Accordingly, please contact the carrier who issued the above-referenced policy regarding this written request for a tolling agreement and to respond re same. Given the timing of the expiration of the above-referenced policy, we are taking the liberty of giving notice to your insurer of this claim by email copy of this letter. Very truly yours, John D. Fiero cc: MLSReportALoss@nationwide.com (via email) Barrett Marum, Esq. (via email) Nationwide Management Liability & Specialty Attention: Claims Manager 7 World Trade Center, 37 Floor 250 Greenwich St., New York, N.Y. 10007 (via Federal Express)

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