RISK DETAILS. PERIOD OF From: 18 Month from date TBD INSURANCE: To: Local Standard Time at the Address of the Insured stated herein

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1 RISK DETAILS UNIQUE MARKET REFERENCE: TYPE: Professional Indemnity Reinsurance DATE OF PROPOSAL FORM: 9 July 2018 UNDERWRITERS: POLICYHOLDER:, Israel NTA Metropolitan Mass Transit System Ltd POLICYHOLDER S ADDRESS: Azrieli Center Building A 9th Floor 26 Harokmim St Holon Postal Code PERIOD OF From: 18 Month from date TBD INSURANCE: To: Local Standard Time at the Address of the Insured stated herein INTEREST: Professional Indemnity Reinsurance RETROACTIVE DATE: LIMIT OF INDEMNITY: NIS 80,000,000 any one Claim and NIS 120,000,000 in the aggregate including costs and expenses RETENTION: SITUATION: NIS 1,000,000 each and every Claim including Costs and Expenses; Nil with regards to the first Claim including Costs and Expenses submitted against Employee/s (including Claims submitted both against the Insured and an Employee which do not exceed the aforementioned retention). As more fully detailed in the Policy Wording

2 CHOICE OF LAW AND JURISDICTION: PREMIUM: The construction, interpretation and meaning of the provisions of this insurance shall be determined in accordance with the laws of Israel and any disputes relating thereto shall be submitted to the exclusive jurisdiction of the courts of Israel. PREMIUM PAYMENT PREMIUM PAYMENTS TERMS 6 equal instalments detailed hereunder: Instalment 1 : 1 st November 2018 Instalment 2: 1 st December 2018 Instalment 3 : 1 st January 2019 Instalment 4 : 1 st February 2019 Instalment 5 : 1 st March 2019 Instalment 6: 1 st April 2019 TAXES PAYABLE BY THE INSURED AND ADMINISTERED BY UNDERWRITERS: None RECORDING, TRANSMITTING: INFORMATION Proposal form dated 9 July 2018 Integrated Mass Transit System in Tel Aviv Metropolitan Project Presentation for the Underwriters.

3 INSURANCE 1) As attached Policy Wording CONDITIONS: 2) NMA 2918 War and Terrorism Exclusion Endorsement. 3) The Professional Business Practice in respect of which cover is granted by this Policy shall mean the Insured's liability in its capacity as the project's developer of an Integrated Mass Transit System in Tel Aviv Metropolitan Area in connection with the performance by the Insured or its Employees, or those persons employed or engaged by the Insured or those Principals of, carrying the following activities: design, project management, project, co-ordination, supervision of construction, feasibility study, technical information, calculation, planning and surveying. 4) Asbestos Extension: In respect of any Claim involving asbestos this extension shall apply only to such Claim which arises as a direct result of a negligent act error or omission committed or alleged to have been committed in the performance of Professional Business Practice. For the purpose of clarification the indemnity provided by virtue of this Asbestos extension shall include Claims in respect of bodily injury/fear of bodily injury, subject otherwise to the terms and conditions of this Policy 5) Industries, Seepage, Pollution and Contamination Exclusion: It is hereby understood that Underwriters shall not be liable under this Insurance to provide indemnity in respect of: 1) Personal Injury or Bodily Injury or loss of, damage to or loss of use of property directly or indirectly caused by seepage, pollution or contamination, unless arising from the conduct of the Professional Business Practice 2) The cost of removing, nullifying or cleaning-up seeping, polluting or contaminating substances, unless arising from the conduct of the Professional Business Practice. 3) Fines, penalties, punitive or exemplary damages.

4 6) Infringement of Copyright or Registered Design Extension: It is hereby understood and agreed that Underwriters agree subject otherwise to the terms, conditions and exclusions of this insurance to indemnify the Insured against all sums which the Insured shall become legally liable to pay as damages and claimants Costs and Expenses as a result of any Claim or Claims made against the Insured during the Period of Insurance alleging infringement of copyright or registered design committed in good faith by:- (a) the Insured, or (b) any Employee of the Insured, or (c) any director of the Insured (d) those who act on behalf of the Insured 7) It is hereby understood and agreed that Underwriters shall not be liable to provide indemnity in respect of any Claim arising from any Wrongful Act committed or alleged to have been committed by any Insured person in their capacity as a director or officer of the Insured. The term "wrongful act" shall mean any actual or alleged error or misstatement or misleading statement or omission or neglect or breach of duty by the directors and officers in the discharge of their duties individually or collectively claimed against them solely in their capacity as directors or officers of the company. For the avoidance of doubt, nothing contained herein shall exclude any Claim against such director or officer arising out of the Insured s Professional Business Practice. 8) Terms Of Appointment / Engagement, Collateral Warranties Or Duty Of Care Agreements: It is agreed by Underwriters that signing Terms of Appointments/Engagement, Collateral Warranties or Duty of Care Agreements shall not be deemed to be material information. This Policy is expressly extended to provide cover in respect of Collateral Warranties or Duty of Care Agreements signed by the Insured. Notwithstanding this provision, liability arising out of any of the following terms contained in Terms of Appointment/Engagement, Collateral Warranties or Duty of Care Agreements signed by the Insured, is expressly excluded save where otherwise expressly approved by Underwriters:- (i) Acceptance of or guarantee of fitness for purpose where this appears as an express term (ii) Any express guarantee including any relating to the period of a project. (iii) Any express contractual penalty. (iv) (v) Any acceptance of liability for liquidated damages Any assignment of a Collateral Warranty or Duty of Care Agreement to more than two parties. For the sake of clarity, where the liability of the Insured would have been the same in the absence of the contractual obligations listed in (i) - (v) above, this exclusion shall not apply to limit the liability of Underwriters subscribing to this Policy.

5 It is however agreed by Underwriters that where Terms of Appointment/Engagement, Collateral Warranties or Duty of Care Agreements have been advised to Underwriters of any previous period, providing such Underwriters have not rejected such documents and providing any requirements by those Underwriters have been complied with by the Insured, Underwriters agree to accept that provisos (i) - (v) above shall not apply to restrict liability which arises out of these contracts. 9) Removed 10) LMA 3100 SANCTIONS LIMITATION AND EXCLUSION CLAUSE Underwriters shall not be deemed to provide cover and Underwriters shall not be liable to pay any Claim or provide any benefit to the extent that the provision of such cover, payment of such Claim or provision of such benefit would expose that Underwriters to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. 11) Special Cancellation Clause 12) Subrogation rights to be retained against all sub-consultants and contractors 13) Sub Consultants Minimum PI Requirements The Insured shall take reasonable steps to ensure that sub consultants of the Insured who are both appointed on the project by the Insured and undertake activities which fall within the definition of Professional Activities and Duties take out and maintain professional indemnity insurance with a minimum limit of indemnity of USD250, ) Breach of Privacy Extension This insurance shall indemnify the Insured in respect of any Claim made against the Insured for breach of privacy provided that such Claim arises out of the conduct of the Professional Business Practice.

6 WAR AND TERRORISM EXCLUSION ENDORSEMENT Notwithstanding any provision to the contrary within this insurance or any endorsement thereto it is agreed that this insurance excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the loss; 1. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or 2. any act of terrorism. For the purpose of this endorsement an act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear. This endorsement also excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to 1 and/or 2 above. In the event any portion of this endorsement is found to be invalid or unenforceable, the remainder shall remain in full force and effect. 08/10/01 NMA2918

7 SPECIAL CANCELLATION CLAUSE In the event that any Underwriter hereon: a) ceases underwriting; or b) is the subject of an order or resolution for winding up or formally proposes a scheme of arrangement; or c) has its authority to carry on insurance business withdrawn, d) has its financial strength rating reduced by A.M.Best s, Standard & Poor s or equivalent rating agency to less than A-. the Insured may terminate that Underwriter s participation on this risk forthwith by giving notice and the premium payable to that Underwriter shall be pro rata to the time on risk. In the event there are any notified, reserved or paid losses or circumstances, premium shall be deemed fully earned. Any return of premium shall also be subject to a written full release of liability from the Insured.

8 PROFESSIONAL INDEMNITY INSURANCE In consideration of the Insured having paid or agreed to pay the premium for this insurance, now we the Underwriters severally agree each for the proportion set against our names to the extent and in the manner provided herein. 1. Insuring Clause To indemnify the Insured against legal liability for any Claim or Claims for compensation first made against the Insured during the Period of Cover and which is notified to Underwriters during the Period of Cover, in respect of any act, error or omission in connection with the Professional Business Practice. This insurance subject to the Schedule, Insuring Clauses, Conditions, Definitions, Exclusions, Deductible and other terms of this insurance and subject to the Limit of Indemnity, shall also indemnify the Insured in respect of (a) Breach of Contract any Claim made against the Insured for breach or alleged breach of a contract for the provision of professional services arising out of any act, error or omission in connection with the Professional Business Practice. (b) Deleted. (c) Libel and Slander any Claim made against the Insured, by any person, for libel or slander by reason of words written or spoken provided that such Claim is in connection with the Professional Business Practice. (d) Joint Venture Liability any Claim made against the Insured or for that proportion of any legal liability which attaches to the Insured arising out of any activities carried out by any joint venture and/or consortium, howsoever formed, in which the Insured participates. (e) Dishonesty any Claim made against the Insured arising out of any actual or alleged dishonest, fraudulent, criminal, or malicious act or omission of any Insured or their consultants, sub-contractors, or agents; or any act or omission of any Insured or their consultants, sub-contractors, or agents committed or alleged to have been committed with a reckless disregard for the consequences thereof; or wilful breach of any statute, contract or duty by any Insured or their consultants, sub-contractors or agents. Provided always that such coverage shall not be provided to any person committing or condoning any act, omission or breach. (f) Removed.

9 (g) Outgoing Principals any Claim made against any former principal, partner, director or Employee of the Insured for any act, error or omission on the part of such person in connection with the Professional Business Practice. (h) Consultants, Sub-contractors and Agents any Claim made against the Insured arising from any act, error or omission committed or alleged to have been committed on the part of any consultant, sub-contractor or agent for whose act, error or omission the Insured is legally liable, provided always that such coverage shall not extend to any such consultant, sub-contractor or agent. (i) Loss of Documents loss of any Documents (including but not limited to Documents which are the property of the Insured) which have been destroyed, damaged, lost or mislaid and, after diligent search, cannot be found and shall include all costs, charges and expenses of whatsoever nature incurred by the Insured in replacing and/or restoring such Documents. Provided always that: (i) (ii) (iii) (iv) (j) the discovery of such loss of Documents occurred during the Period of Cover and was notified in writing to Underwriters within twenty-eight (28) days after the date of such discovery; the amount of any Claim for costs, charges and expenses as above shall be supported by Bills, and/or Accounts which shall be subject to approval by some competent person to be nominated by the Underwriters with the approval of the Insured. such coverage shall be limited to the loss of any Documents which were in the physical custody or control of the Insured or any other person to whom the Insured entrusted, lodged or deposited such Documents in the ordinary course of business; the Deductible as stated in the Schedule is amended to read NIS 5,000 each and every Claim including Costs and Expenses Run-off Cover Insured Entity or Subsidiary in the event that an Insured entity or Subsidiary ceases to exist or operate or is consolidated with, merged into or acquired by any other entity then the coverage provided under this insurance with respect of such Insured entity or Subsidiary shall continue until the expiry date of the Period of Cover. Provided always that such coverage shall only apply in respect of any act, error or omission occurring prior to the effective date that such Insured entity or Subsidiary ceased to exist or operate or was consolidated with, merged into or acquired by another entity, unless otherwise agreed in writing by Underwriters. (k) Estates and Legal Representatives the estates, heirs, legal representatives or assigns of any Insured in the event of the death or incapacity of such Insured. Provided always that such persons shall observe and be subject to all the terms of this insurance insofar as they can apply. 2. Costs and Expenses Included within the Limit of Indemnity, the Costs and Expenses incurred with the written consent of Underwriters in the defence or settlement of any Claim are covered by this insurance.

10 3. Additional Notification Period Underwriters agree that the Insured may notify a Claim (in accordance with Condition Reporting and Notice) either during the Period of Cover or within twenty-eight (28) days after its expiry. Provided Always That such Claim was made against the Insured during the Period of Cover. 4. Retroactive Date Unless a Retroactive Date is specified in the Schedule, this insurance shall provide cover in respect of acts, errors and omissions committed (or alleged to have been committed) irrespective of when such acts, errors or omissions were committed (or were alleged to have been committed). Where a Retroactive Date is specified in the Schedule, then this insurance shall only provide cover in respect of acts, errors or omissions committed or alleged to have been committed after the Retroactive Date.

11 6. Exclusions Underwriters shall not be liable under this insurance to provide indemnity in respect of (a) (b) (c) (d) Prior or Pending any Claim against the Insured in respect of or in any way relating to facts or circumstances existing prior to or at inception of this insurance and which the Insured knew or any matter the subject of any Claim fact or circumstance referred to in the proposal form irrespective of how that reference is expressed, or any Claim or circumstance notified under any other contract of insurance prior to the Period of Cover irrespective of how the Claim fact or circumstance was notified. Liability Assumed Under Contract Without derogating from Insurance Clause (a), any Claim arising out of any duties or obligations assumed under any contract which are not assumed in the normal conduct of the Insured's Professional Business Practice Assumed Duty or Obligation Without derogating from Insurance Clause (a), any Claim directly or indirectly based upon, attributable to, or in consequence of any trading debt incurred by the Insured or any guarantee given by the Insured for a debt. Related or Associated Entities any Claim brought or maintained by or on behalf of any Insured or any Subsidiary of the Insured, or any person who, at the time of the act, error or omission giving rise to the Claim, is a Family Member unless such person is acting without any prior direct or indirect solicitation or co-operation of any Insured. For the purpose of this Exclusion, Family Member means: (a) (b) (c) any spouse, domestic partner, or companion; any parent, or parent of the spouse, domestic partner or companion; any sibling or child; of the Insured who permanently resides with the Insured. (e) (f) (g) (h) Obligations to Employees any Claim directly or indirectly based upon, attributable to, or in consequence of bodily injury, mental injury, sickness, disease or death of any Employee of the Insured or damage to or destruction of any property of any Employee, including loss of use, arising out of, or in the course of, their employment. Occupier s Liability any Claim directly or indirectly based upon, attributable to, or in consequence of any liability incurred or alleged to have been incurred as a result of any occupation or ownership of any real property by the Insured. Fines and Penalties any Claim for punitive, aggravated, multiple or exemplary damages, or fines or penalties imposed by law, including but not limited to, civil penalties. Nuclear any Claim directly or indirectly based upon, attributable to, or in consequence of ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of any nuclear fuel.

12 7. Claims Conditions (a) Claims Notification The Insured shall give to Underwriters as soon as reasonably practicable notice in writing during the Period of Cover or the Additional Notification Period of any Claim made against the Insured pursuant to the Insuring Clause Notice of any Claim shall be given in writing to Underwriters, and delivered to: (b) Obligation to Co-operate With Underwriters The Insured shall give to Underwriters such information and co-operation as Underwriters may reasonably require (c) Defence and Settlement The Insured agrees not to settle any Claim, incur any Costs and Expenses, make any admission, offer or payment or otherwise assume any contractual obligation with respect to any Claim without Underwriters written consent, such consent not to be unreasonably delayed and/or withheld. Underwriters shall be entitled at any time to conduct, in the name of the Insured, the defence or settlement of any Claim. Underwriters may, if they believe reasonably that any Claim will not exceed the Deductible, instruct the Insured to conduct the defence of a Claim. In such situation, Underwriters will reimburse the Insured for all reasonable Costs and Expenses in the defence of the Claim in the event that any payment made to dispose of the Claim exceeds the Deductible. (d) Insured s Right to Contest In the event that Underwriters recommend settlement in respect of any Claim and the Insured does not agree that such Claim should be settled, then the Insured may elect to contest such Claim. Provided always that Underwriters liability in connection with such Claim shall not exceed the amount for which the Claim could have been so settled plus the Costs and Expenses incurred with Underwriters written consent up to the date of such election. (e) Senior Counsel Clause Underwriters shall not require the Insured to contest any Claim unless a Senior Counsel (to be mutually agreed upon by the Insured and Underwriters shall advise that such Claim should be contested. In formulating such advice, Senior Counsel shall take into consideration the economics of the matter, the damages and costs which are likely to be recovered by the plaintiff, the likely Costs and Expenses and the prospects of the Insured successfully defending the Claim. The cost of such Senior Counsel s opinion shall be regarded as part of the Costs and Expenses.

13 (f) Claims Mitigation and Co-operation The Insured shall use due diligence and do and concur in doing all things reasonably practicable to avoid or diminish any liability hereunder. The Insured shall frankly and honestly disclose to Underwriters all relevant information and, in addition shall provide assistance to Underwriters, as it may reasonably require to enable it to investigate and to defence any Claim under this insurance and/or to enable Underwriters to determine their liability under this insurance. Other than costs and expenses incurred to enable Underwriters to determine their liability under this insurance, compliance with this Condition shall be at the Insured s own cost, unless otherwise agreed in writing by Underwriters. (g) Subrogation In the event of any payment under this insurance, Underwriters shall be subrogated to the extent of such payment to all the Insured s rights of recovery, and the Insured shall execute all papers reasonably required and shall do everything necessary to secure and preserve such rights, including the execution of documents necessary to enable Underwriters effectively to bring suit in the name of the Insured. It is hereby noted and agreed that Underwriters waive rights of subrogation against the Insured, its principals, directors, Employees and/or any person or entity that the Insured waived their right in writing prior to a Claim having been reported to Underwriters, however, such a waiver shall not be in force in favour of a person committing a malicious act.

14 8. General Conditions Limit of Indemnity Underwriters total liability under this insurance for any one Claim and in the aggregate in respect of all Claims shall not exceed the Limit of Indemnity specified in the Schedule regardless of the number of Insuring Clauses that apply. The Limit of Indemnity shall include the Costs and Expenses incurred in the defence or settlement of any Claim. Notwithstanding the above, where this Policy covers Claims filed against the Insured, and the Loss, including Defence Costs, exceeds the total Limit of Indemnity available for the project, the Policy shall cover a proportion of reasonable defence costs exceeding the Limit of Liability, in accordance with Section 66 of the Insurance Contract Law Deductible In respect of each Claim made against the Insured the amount of the Deductible shall be borne by the Insured at their own risk and Underwriters shall only be liable to indemnify the Insured for that part of any Claim which is in excess of the Deductible. In respect of any Claim where the amount of the Claim is less than the amount of the Deductible, the Insured shall bear all Costs and Expenses associated therewith unless Underwriters shall have agreed to meet such Costs and Expenses. Where the Deductible is expressed in the Schedule to be inclusive of Costs and Expenses then the Insured will pay all Costs and Expenses, up to the amount of the Deductible, incurred by Underwriters pursuant to the engagement of advisers considered necessary by Underwriters to determine the liability of the Insured and to resolve the Claim. Any costs and expenses incurred by Underwriters to determine whether Underwriters have a liability to indemnify the Insured under this Policy shall not be subject to the Deductible but shall be borne by Underwriters. Multiple Claims All causally connected or interrelated acts, errors or omissions shall jointly constitute a single act, error or omission under this insurance. Where a single act, error or omission gives rise to more than one Claim, all such Claims shall jointly constitute one Claim under this insurance, and only one Deductible shall be applicable in respect of such Claim. Alteration to Risk The Insured shall give to Underwriters written notice as soon as practicable of any material alteration to the risk during the Period of Cover including: (i) (ii) the Insured going into voluntary bankruptcy, receivership or liquidation or the Insured failing to pay debts or breaching any other obligation giving rise to the appointment of a receiver or bankruptcy or winding-up proceedings; any material change in the nature of the professional services offered by the Insured.

15 Territorial Cover The coverage provided under this insurance shall extend to acts, errors or omissions committed anywhere in the world. Jurisdictional Cover The coverage provided under this insurance shall extend to any Claim brought in a court anywhere in the world. Assignment of Interest No change in, or modification of, or assignment of interest under this insurance shall be effective except when made by written endorsement to this insurance and signed by an authorized employee of Underwriters. Policy Construction and Interpretation The construction, interpretation and meaning of the provisions of this insurance shall be determined in accordance with the laws of Israel and any disputes relating thereto shall be submitted to the exclusive jurisdiction of the courts of Israel. The titles of paragraphs in this insurance are included for descriptive purposes only and do not form part of this insurance for the purpose of its construction or interpretation. Under this insurance, the masculine includes the feminine, and the singular includes the plural and vice versa. Incorporation of Proposal Form By acceptance of this insurance the Insured agrees that the statements in the proposal form specified in the Schedule (together with any other written information which may have been supplied in conjunction therewith) are their representations, that the proposal form shall be the basis of this contract and is considered as being incorporated herein, and that Underwriters have relied upon the truth of such representations. Severability and Non-Imputation Underwriters agree that where this Policy indemnifies more than one party, any conduct on the part of any party or parties whereby such party or parties: (a) (b) (c) (a) (b) failed to comply with the duty of disclosure in terms of the Insurance Contracts Act 1984; or made a misrepresentation to Underwriters before this contract of insurance was entered into; or failed to comply with any terms or conditions of this Policy; shall not prejudice the right of the remaining parties to indemnity as may be provided by this Policy. Provided always that such remaining parties shall: be innocent of and have had no prior knowledge of any such conduct; and as soon as is reasonably practicable upon becoming aware of any such conduct, advise Underwriters in writing of all known facts in relation to such conduct.

16 9. Definitions (a) Claim Claim shall mean: (i) (ii) Any writ or summons or other form of legal, arbitral or mediation process but not limited to any civil proceeding, third party proceeding, suit or counter-claim, served upon the Insured, or Any written or oral demand, statement or announcement for compensation received by the Insured which might result in a Claim against the Insured. any criminal or administrative proceeding including but not limited to criminal prosecution, brought against the Insured, criminal, administrative or regulatory investigation by any authority against the Insured; (b) (c) (d) (e) (f) Costs and Expenses Costs and Expenses shall mean the expenses incurred by or on behalf of the Insured or Underwriters in the investigation or defence of a Claim and shall include legal costs, fees, expenses and disbursements. Deductible Deductible shall mean the amount of deductible as specified in the Schedule. Documents Documents shall mean deeds, wills, agreements, maps, plans, books, letters, policies, certificates, forms and documents of any nature whatsoever, whether written, printed or reproduced by any method including computer records and electronic data material but shall not include bearer bonds or coupons, stamps, bank or currency notes or any other negotiable instrument. Employee Employee shall mean any person employed under a contract of service or apprenticeship during or prior to commencement of the Period of Cover. Insured Insured shall mean: (a) The person, persons, partnership, company, corporation or other entity specified as the Insured in the Schedule including their predecessors in business; and (b) Any person who is, during the Period of Cover, a principal, partner, director or Employee of the Insured; and (c) Any former principals, partners, directors or Employees of the Insured. (g) (h) (i) (j) Limit of Indemnity Limit of Indemnity shall mean the limit of liability under this insurance as specified in the Schedule. Period of Cover Period of Cover shall mean the period specified in the Schedule. Professional Business Practice Professional Business Practice shall mean the business conducted by the Insured, as specified in the Schedule, whereby the Insured pursues his profession and which is conducted under the name specified as the Insured in the Schedule. If the practice should change its name and there is not other change which materially alters the risk, the business will continue to be deemed to be the Professional Business Practice. Proposal Proposal shall mean the written proposal form submitted to Underwriters containing particulars and statements (together with any other written information which may have been supplied in conjunction therewith) and specified in the Schedule

17 (k) (l) Schedule Schedule shall mean the schedule to this insurance. Senior Counsel Senior Counsel shall mean a Counselor in active practice in Israel. (m) Subsidiary Subsidiary shall mean: (i) (ii) Any entity which by virtue of any applicable legislation or law is deemed to be a subsidiary of the Insured specified in the Schedule; or Any entity over which the Insured specified in the Schedule is in a position to exercise effective direction or control through ownership or control of more than fifty percent (50%) of the issued voting shares of such entity.