This Declaration Page is attached to and forms part of certificate provisions (Form SLC-3). Previous No. «f1» Authority Ref. No. Certificate No.

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1 This Declaration Page is attached to and forms part of certificate provisions (Form SLC-3). Previous No. «f1» Authority Ref. No. Certificate No. «f2» 1 Name and address of the Insured «f3» «f15» «f4» «f5», «f6» «f7» 2 Effective from «f8» to «f9» both days at 12:01 a.m. standard time 3 Insurance is effected with certain Percentage UNDERWRITERS AT LLOYD S, LONDON 100% 4 Amount Coverage Rate Premium «f10» 132a AND SERIOUS FLAT CHARGE «f41» ANY ONE INSURED AND WILLFUL EXPENSE EVENT AND REIMBURSEMENT «f16» INSURANCE IN THE AGGREGATE FOR ALL CLAIMS DURING THE CERTIFICATE PERIOD SUBJ. TO FORM NAS WC LEXR 9/12; E1801WA-0306; E1801US Special Conditions COINSURANCE: «f17»% OF CLAIMS PAYMENTS DEDUCTIBLE : «f13» EACH AND EVERY INSURED EVENT Notice of an Insured Event must be given to: NAS Insurance Services, LLC Ventura Boulevard, Suite 200 Encino, California Service of Suit may be made upon: FLWA Service Corp., c/o Foley & Lardner LLP, 555 California Street, Suite 1700, San Francisco, CA Dated «f14» NAS INSURANCE SERVICES, LLC by Correspondent D1801W-0912

2 WORKERS COMPENSATION 132(a) AND SERIOUS AND WILLFUL MISCONDUCT LEGAL EXPENSE REIMBURSEMENT INSURANCE (Claims Made Basis) I. BENEFITS In consideration of the premium specified on the Declaration Page forming part of this Certificate, Underwriters agree, subject to the terms, conditions, definitions and exclusions which appear hereafter, to reimburse the Insured for any Legal Expense incurred by the Insured and arising out of an Insured Event during a Certificate Period. Maximum Legal Expense reimbursable, deductible and coinsurance shall be as shown on the Declaration Page. Il. CONDITIONS 1) Any and all Appeals shall be considered to be part of the underlying proceedings and treated as a single Insured Event. Any and all related proceedings arising out of the Insured Event shall be treated as a single Insured Event. 2) A Claims Notifications period of 90 days from the date of legal proceeding being instituted shall exist as a condition precedent to payment of any benefit hereunder. 3) Coverage hereunder for any Legal Expense incurred during a Certificate Period is subject to the condition that on the inception date of this Certificate, and throughout the Certificate Period, Insured has in place, and maintains in force, a policy for Workers Compensation Insurance. 4) Coverage hereunder for any Legal Expense incurred during a Certificate Period is subject to the condition that on the initial effective date of this Certificate, the Insured has no knowledge of any event or circumstance which it knows or could reasonably believe may result in Legal Expense covered by this insurance. 5) By Acceptance of this Certificate, the Insured agrees that the statements in the application for this insurance which is made a part hereof are its representations, that this Certificate is issued in reliance upon the truth of such representations and that this Certificate embodies all agreements existing between itself and Underwriters, or any of its agents, relating to this insurance. Ill. DEFINITIONS ATTORNEY Attorney shall mean an individual or group duly licensed to practice law at the time and place the legal services are rendered. CERTIFICATE PERIOD Certificate Period shall mean that period specified in item 2 of the Declaration Page as the period during which this Certificate has been issued to the Insured. INSURED Insured shall mean a business entity, including all lawfully appointed directors/trustees, officers and employees, which has been validly organized and is in good standing and has paid the required premium for this insurance. INSURED EVENT Insured Event shall mean the institution before the Workers Compensation Appeals Board of any claim against the Insured by an employee or former employee of the Insured, or any individual(s) entitled to claim benefits under the Insured s Workers Compensation Insurance, alleging: 1) Serious and willful misconduct by the Insured and/or 2) Violation(s) by the Insured of Sections 132(a) and/or 4553 of the California Workers Compensation Act. INSTITUTED The term Instituted, when referring to the commencement of any legal proceeding, shall mean the time legal process is served. LEGAL EXPENSE Legal Expense shall mean an Attorney's fee for legal services rendered and associated expenses. No judgments or expenses other than for legal services by the Insured's Attorney shall be covered. MAXIMUM LEGAL EXPENSE Maximum Legal Expense shall mean the total dollar amount of covered Legal Expense that will be reimbursed for a Certificate Period in respect of all Insured Events instituted during the Certificate Period. NAS WC LEXR 9/12

3 IV. EXCLUSIONS No benefits shall be payable hereunder for Legal Expense: 1) If the Legal Expenses arise out of legal services which are provided, or which could have been provided by an Attorney or group of Attorneys to the Insured on behalf of an insurer or another indemnifying organization, which is or may be obligated to reimburse the Insured for any or all of its liability in the matter, under the terms of a liability insurance policy or contract or some other type of indemnification agreement or arrangement. However, this exclusion shall not apply to any out-of-pocket Legal Expenses incurred by the Insured which are less than or equal to the Insured's deductible under such policy or contract or other type of indemnification agreement or arrangement, and which do not exceed the Maximum Legal Expense reimbursable. 2) Involving allegations with respect to seepage, pollution or contamination. 3) Involving any circumstances or event of which the Insured was aware prior to the effective date of the initial Certificate Period, and which the Insured could reasonably believe would give rise to a claim. 4) Involving any matter other than the Insured Event. 5) Incurred in any matter based upon, arising from or in consequence of any actual or alleged failure of any computer hardware or computer software program or system to recognize correctly or effectively any date or date change. V. CANCELLATION This certificate cannot be cancelled, except that Underwriters may cancel this Certificate for non-payment of premium by mailing to the Insured written notice stating when, not less than ten (10) days thereafter, such cancellation shall be irrevocable. If payment is not received within the ten (10) day period, then this Certificate will be cancelled ab initio meaning coverage is null and void as of the inception date of this Certificate. The mailing of such notice shall be sufficient notice. Delivery of such written notice by Underwriters by facsimile, or private courier shall be equivalent to mailing. If the foregoing notice period is in conflict with any governing law or regulation, then such period shall be amended to afford the minimum notice period permitted thereunder. VI. REIMBURSEMENT The Insured will be reimbursed only for legal expense incurred in respect of legal services actually rendered, and expenses actually incurred, up to the Maximum Legal Expense for the appropriate Certificate Periods, for covered Legal Expense incurred. VlI. RECOVERY AND SUBROGATION Underwriters shall be entitled to recover from the Insured any and all benefits paid by Underwriters to the Insured under this insurance which the Insured has otherwise received from any other party in respect of the covered action. If the Underwriters become liable for any payment under this insurance in respect of Covered Expenses, the Underwriters shall be subrogated, to the extent of such payment, to all the rights and remedies of the Insured against any party in respect of such Covered Expenses and shall be entitled at their own expense to sue or arbitrate in the name of the Insured. The Insured shall give to the Underwriters all such assistance in its power as the Underwriters may require to secure their rights and remedies and, at Underwriters' request, shall execute all documents necessary to enable Underwriters effectively to bring suit or demand arbitration in the name of the Insured including the execution and delivery of the customary form of loan receipt. VllI. FREE CHOICE OF ATTORNEYS The Insured shall have complete freedom of choice with respect to election of the licensed Attorney who provides legal services in respect of which Legal Expenses are reimbursable under this agreement. There shall be no infringement upon the professional judgment of any Attorney furnishing legal services reimbursable under this agreement and no Attorney providing legal services in respect of which Legal Expenses are reimbursable under this agreement shall be required to act in derogation of his/her professional responsibilities. IX. ARBITRATION In the event any controversy or claim of any nature arises out of or relates to this agreement involving two or more parties to this agreement, and cannot be settled among the disputing parties, such controversy or claim shall be settled by arbitration in accordance with the then current rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof. The arbitrator shall have the power to decide any dispute between the parties concerning the application or interpretation of the agreement and said arbitrator shall have no power to change, or add to the provisions of this agreement. Prior to the beginning of arbitration, each disputing party shall pay an equally proportionate share of the estimated cost of arbitration. NAS WC LEXR 9/12

4 Notwithstanding anything contained herein to the contrary, all disputes between the Insured and insurer involving less than $5,000 are subject to Small Claims Court procedure or, at the option of the Insured only, disputes involving less than $5,000 may be subject to arbitration. NAS Insurance Services, LLC By: Form NAS WC LEXR 9/ NAS Insurance Services, LLC NAS WC LEXR 9/12

5 WORKERS COMPENSATION 132(a) AND SERIOUS AND WILLFUL EXPENSE REIMBURSEMENT INSURANCE ENDORSEMENT NUCLEAR INCIDENT EXCLUSION CLAUSE-LIABILITY-DIRECT E1801WA-0306 For attachment to insurances of the following classifications in the U.S.A., its Territories and Possessions, Puerto Rico and Canal Zone: Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability), not being insurances or the classifications to which the Nuclear Incident Exclusion Clause-Liability- Direct (Limited) applies. This policy* does not apply: I. Under any Liability Coverage, to injury, sickness, disease, death or destruction (a) with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. II. III. Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if (a) (b) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed there from; the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or E1801US-0315 Page 1 of 3

6 (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this Endorsement: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or byproduct material; "source material", "special nuclear material", and "byproduct material" have the meanings given them in the Atomic Energy Act 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material (1) containing byproduct material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; "nuclear facility" means (a) (b) (c) (d) any nuclear reactor, any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, 2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property. It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this clause is subject to the terms, exclusions, conditions and limitations of the Policy to which it is attached. E1801US-0315 Page 2 of 3

7 *NOTE: As respects policies which afford liability coverage and other forms of coverage in addition, the words underlined should be amended to designate the liability coverage to which this clause is to apply. 17/3/60 N.M.A This endorsement is to take effect on «f8». Policy No.: Name: «f2» «f3» «f15» Policy Effective Date: «f8» Expiration: «f9» Endorsement No.: 1 E1801US-0315 Page 3 of 3

8 WORKERS COMPENSATION 132(a) AND SERIOUS AND WILLFUL MISCONDUCT LEGAL EXPENSE REIMBURSEMENT ENDORSEMENT WAR AND CIVIL WAR EXCLUSION CLAUSE E1801WL-1213 Notwithstanding anything to the contrary contained herein this Policy does not cover Loss or Damage directly or indirectly occasioned by, happening through or in consequence of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority. 1/1/38 NMA464 This endorsement is to take effect on «f8». Policy No.: Name: «f2» «f3» «f15» Policy Effective Date: «f8» Expiration: «f9» Endorsement No.: 2 E1801WL-1213 Page 1 of 1

9 U.S. TREASURY DEPARTMENT S OFFICE OF FOREIGN ASSETS CONTROL (OFAC) ADVISORY NOTICE TO POLICYHOLDERS E1801US-0315 No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your Policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the Office of Foreign Assets Control ( OFAC ). Please read this Notice carefully. OFAC administers and enforces sanctions policy, based on Presidential declarations of national emergency. OFAC has identified and listed numerous: 1. Foreign agents; 2. Front organizations; 3. Terrorists; 4. Terrorist organizations; and 5. Narcotics traffickers; as Specially Designated Nationals and Blocked Persons. This list can be located on the United States Treasury s website -- http// In accordance with OFAC regulations, if it determined that you or any other insured, or any person or entity claiming the benefits of this insurance, has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments or premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. This endorsement is to take effect on «f8». Policy No.: Name: «f2» «f3» «f15» Policy Effective Date: «f8» Expiration: «f9» Endorsement No.: 3 E1801US-0315 Page 1 of 1