Item B. Policy Period: «f11» to «f12» both days at 12:01 a.m. standard time at the principal address stated in Item A. SPECIMEN

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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. B1216PRW Certificate No. «f2» EXCESS LIABILITY COVERAGE FORM CLAIMS MADE AND REPORTED BASIS Coverage under this Policy is provided on a claims-made and reported basis; that is, insurance is limited to Claims which: 1) arise out of actual or alleged events, acts, errors or omissions that take place or first commence on or after the Retroactive Date set forth in Item E of the Declarations; and 2) are first made against the Insured and reported to Underwriters during the Policy Period or the Extended Reporting Period, if applicable. Item A. Named Insured: «f3» «f4» Principal Address: «f5» «f6» «f7», «f8» «f9» Item B. Policy Period: «f11» to «f12» both days at 12:01 a.m. standard time at the principal address stated in Item A. Item C. Limit of Liability: $«f13» Each Claim/$«f14» Aggregate Item D. Underlying Insurance: See Schedule A Schedule of Underlying Insurance Item E. Retroactive Date: «f14» Item F. Premium: $«f15» Item G. Item H. Notification under the Certificate shall be given to: NAS Insurance Services, Ventura Blvd., Suite 200 Encino, CA (818) Policy form P and Application form dated «f25» and all its attachments are hereby attached and made a part of this Policy. Wherever in any of the forms, clauses or conditions of this insurance the word Policy appears, this shall be deemed to be Certificate. Form Numbers of Endorsements attached at Policy issuance: Insurance is effected with Underwriters at Lloyd s, London (100%) Item I. Service of Suit: Mendes & Mount, LLP 750 Seventh Avenue New York, NY Dated «f18» NAS INSURANCE SERVICES, By: S P E C I M E N Correspondent D

2 This Form Provides Claims-Made and Reported Coverage. Please Read The Entire Form Completely. EXCESS LIABILITY FOLLOWING FORM POLICY CLAIMS-MADE AND REPORTED BASIS Words and phrases that appear in bold type have special meaning. Refer to Section II. DEFINITIONS. In consideration of the payment of the premium, in reliance upon all statements made and information furnished to the Underwriters and to the Underlying Insurer(s), including the statements made in the application and attachments submitted therewith, all of which are made a part hereof, and subject to all of the provisions of this Policy, the Underwriters and the Named Insured agree as follows: I. INSURING AGREEMENT II. The Underwriters will pay on behalf of an Insured the Ultimate Net Loss, in excess of the Underlying Insurance, which results from a Claim first made against the Insured and reported to the Underwriters and the Underlying Insurer(s) during the Policy Period or the Extended Reporting Period, if applicable; provided that the actual or alleged events, acts, errors or omissions giving rise to such Claim take place or first commence on or after the Retroactive Date set forth in Item E of the Declarations. Coverage under this Policy will apply only after the limit(s) of liability of all Underlying Insurance has been reduced or exhausted by the actual payment of Ultimate Net Loss. Except as otherwise provided herein, coverage under this Policy will apply in conformity with, and subject to, the warranties, definitions, exclusions, limitations, conditions, and other provisions of the Primary Policy, as well as the warranties and limitations of any other Underlying Insurance. This Policy does not provide broader coverage than that provided by the Underlying Insurance. DEFINITIONS A. Claim has the meaning provided in the Primary Policy. If no definition is given in the Primary Policy, Claim will mean a written or verbal demand received by an Insured for money or services, including the service of a lawsuit or the institution of an arbitration proceeding against an Insured. B. Claims Expense means fees, costs and other expenses incurred by the Underwriters or an Insured, with the Underwriters prior consent, in the investigation, adjustment, defense, settlement, and appeal of a Claim, including: 1. Attorney s fees; 2. Costs taxed against the Insured in any suit defended by Underwriters; 3. Interest on the full amount of any judgment that accrues after entry of the judgment and before Underwriters have paid, offered to pay, or deposited in court the part of the judgment that falls within the applicable Limit of Liability; 4. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit(s) of liability; 5. Reasonable expenses incurred by an Insured at the Underwriters request other than: a. Loss of earnings; and P Page 1 of 7

3 b. Salaries or other compensation paid to an Insured or any employee of the Named Insured. C. Damages has the meaning provided in the Primary Policy. If no definition is given in the Primary Policy, Damages will mean monetary compensation payable to another for loss or detriment suffered. Damages does not include punitive or exemplary damages for which insurance is legally prohibited, fines, penalties, sanctions, taxes, awards or damages that are multiples of any covered Damages, disputes over fees, deposits, commissions, or charges for goods or services. D. Insured means the Named Insured and those individuals or organizations qualifying as Insureds under the Primary Policy. E. Named Insured means the individual or organization designated as such in Item A. of the Declarations. F. Policy Period means the period of time designated in Item B. of the Declarations or any shorter period resulting from Policy cancellation or modification. G. Primary Policy means the policy designated as such on Schedule A Schedule of Underlying Insurance. H. Ultimate Net Loss means the total amount that an Insured is legally obligated to pay as Damages for a covered Claim either by adjudication or a settlement to which the Underwriters agree in writing. Ultimate Net Loss includes deductions for recoveries and salvages which have been or will be paid and Claim Expense incurred with respect to Claim(s) covered under the Policy. Ultimate Net Loss does not include office costs, expenses, or salaries of the Insured. I. Underlying Insurance means any policy(ies), including the Primary Policy, designated on Schedule A Schedule of Underlying Insurance. J. Underlying Insurer(s) means those companies that underwrote the policies of Underlying Insurance. K. Underwriters means the underwriters providing the insurance shown on the Declarations of this Policy. III. LIMITS OF LIABILITY The Underwriters liability under this Policy will attach only in the event of the reduction or exhaustion of the limit(s) of liability of the Underlying Insurance solely as the result of actual payment of Ultimate Net Loss covered thereunder. In the event of such reduction, the Underwriters will pay excess of the reduced limit(s) of liability of the Underlying Insurance. In the event of such exhaustion, this Policy will continue in force as primary insurance excess of the per Claim self-insured retention or deductible in the Primary Policy, and such self-insured retention or deductible will be applied to any subsequent loss as specified in the Primary Policy. The Underwriters Limit of Liability as designated in Item C. of the Declarations as Each Claim is the most Underwriters will pay as Ultimate Net Loss in excess of the Underlying P Page 2 of 7

4 Insurance for any one Claim first made against the Insured and reported to Underwriters during the Policy Period or the Extended Reporting Period, if applicable. The Underwriters Limit of Liability as designated in Item C. of the Declarations as the Aggregate Limit is the most Underwriters will pay as Ultimate Net Loss in excess of the Underlying Insurance for all Claim(s) first made against the Insured and reported to Underwriters during the Policy Period or the Extended Reporting Period, if applicable, regardless of the number of Insured(s), Claim(s) made or suits brought, or person or organizations making Claim(s) or bringing suits. IV. This Policy will drop down in the event of reduction or exhaustion of the Underlying Insurance, including any sublimit thereof, by the actual payment of Ultimate Net Loss. This Policy will not drop down for any other reason including, but not limited to, the refusal of any Underlying Insurer to pay, the cancellation of any Underlying Insurance, or the uncollectibility (in whole or in part) of any Underlying Insurance. The risk of uncollectibility of such Underlying Insurance, whether due to financial impairment or insolvency of the Underlying Insurer(s) or to any other reason, is expressly retained by the Insured and is not in any way assumed by the Underwriters. The Underwriters will not be obligated to pay any Damages or Claims Expense, or defend any suit, after the Limit(s) of Liability set forth in Item C. of the Declarations has been exhausted by payment of Damages or Claims Expense, or any combination thereof. Claims Expense is part of and not in addition to the limit(s) of liability. Payment of Claims Expense by the Underwriters will reduce and may exhaust the limit(s) of liability. GENERAL CONDITIONS A. Extended Reporting Period If this Policy is not renewed for any reason, or is cancelled for any reason other than for non-payment of premium or deductible (whether cancelled by the Underwriters or by the Named Insured), the Named Insured has the right to purchase, within thirty (30) days of the Policy termination, an extension of the period in which to report to Underwriters any Claim made against the Insured. This Extended Reporting Period will remain in force for a period of twelve (12) months after the Policy terminates, but only for Claims first made and reported during the Extended Reporting Period which result from actual or alleged events, acts, errors or omissions that take place or first commence on or after the Retroactive Date set forth in Item E. of the Declarations and before the effective date of the cancellation or nonrenewal, and which are otherwise covered by this Policy. Increased premiums or deductibles or modifications of coverage terms or conditions upon renewal do not constitute cancellation or nonrenewal. The premium for this Extended Reporting Period will not exceed one hundred percent (100%) of the full annual premium set forth in the Declarations and any attached endorsements, and must be elected and paid within thirty (30) days after the effective date of the Policy s termination. Such additional premium is deemed fully earned immediately upon the inception of the Extended Reporting Period. The Extended Reporting Period is added by endorsement and, once endorsed, cannot be cancelled. The Extended Reporting Period does not reinstate or increase the limit(s) of liability. The Underwriters limit(s) of liability during the Extended Reporting Period P Page 3 of 7

5 are part of, and not in addition to, the Underwriters Limit(s) of Liability stated in the Declarations. B. Maintenance of Underlying Insurance The Underlying Insurance must be maintained in full force and effect throughout the Policy Period and the Extended Reporting Period, if applicable, except for the reduction of the Underlying Insurance limits or exhaustion of such limits by payment of Claims made during the Policy Period or the Extended Reporting Period, if applicable. If the Underlying Insurance is not maintained in full force and effect, the Insured will become self insured for the limits stated in Item C. of the Declarations and will assume all obligations of the Underlying Insurer(s). The Named Insured must immediately notify Underwriters in writing, to the address designated in Item G. of the Declarations, of any change in the Underlying Insurance. Any change not reported to and approved by Underwriters will not be covered by this Policy. The Named Insured must furnish Underwriters with copy(ies) of the policy changes. If there is an increase in risk and/or premium of the Primary Policy, then the premium for this Policy may be adjusted. C. Notice of Claim As a condition precedent to coverage under this Policy, the Insured must notify the Underwriters as soon as practicable during the Policy Period (or the Extended Reporting Period, if applicable) of any Claim, or any incident, circumstance, occurrence or offense which may reasonably be expected to result in a Claim. Notice to Underwriters must be given to the firm shown under Item G. of the Declarations. Notice to any Underlying Insurer shall not constitute notice to the Underwriters under this Policy. The Insured must immediately send copies of any demands, notices, summonses or legal papers received in connection with any Claim or suit and provide authorization to the Underwriters to obtain records and other information. D. Prohibition of Voluntary Payments and Settlements The Insured shall not, with respect to any Claim covered under this Policy, except at the Insured s cost, make any payment, admit liability, settle any Claim, assume any obligation, agree to arbitration or any other means of resolution of any dispute, waive any rights, or incur any Claims Expense without Underwriters prior written approval. E. Cooperation The Insured must cooperate with the Underwriters and, upon the Underwriters request, submit to examination and interrogation by Underwriters representative, under oath if required; attend hearings and trials; and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits. P Page 4 of 7

6 F. Cancellation By acceptance of this Policy, the Insureds hereby confer the exclusive power and authority to cancel this Policy on their behalf to the Named Insured. The Named Insured may cancel this Policy by surrender thereof to Underwriters, and by mailing to Underwriters advance, written notice stating when thereafter cancellation shall be effective. The mailing of such notice shall be sufficient notice and the effective date of cancellation shall become the end of the Policy Period. Delivery of such written notice shall be equivalent to mailing. If this Policy is cancelled by the Named Insured, the earned premium will be computed on a short rate basis subject to a minimum earned of twenty-five (25%) of the total annual premium. Notwithstanding the foregoing, in the event that a Claim or potential Claim is reported under this Policy, no return premium will be provided. Payment or tender of any unearned premium by Underwriters shall not be a condition precedent to the effectiveness of cancellation. Underwriters may cancel this Policy for non-payment of premium by mailing to the Named 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 Policy will be cancelled ab initio, meaning coverage is null and void as of the inception date of this Policy. 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. If Underwriters cancel this Policy other than as set forth in the third paragraph of this section, Underwriters will give the Named Insured thirty (30) days written notice prior to cancellation. The cancellation notice will state the effective date of the cancellation, and this Policy will terminate on that date. 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. If Underwriters cancel the Policy pursuant to this fourth paragraph, the earned premium will be computed pro-rata. G. Change This Policy contains all of the agreements concerning the insurance provided. The Named Insured shown in the Declarations is authorized to make changes in the terms of this Policy with the Underwriters consent. The Policy terms may be amended or waived only by endorsement issued by the Underwriters and made a part of this Policy. H. Transfer of Rights of Recovery and Subrogation If Underwriters make any payment under this Policy, Underwriters will be subrogated to an Insured s rights against any person or organization, including the right to participate with an Insured and any Underlying Insurer in the exercise of all such Insured s rights of recovery. The Insureds must execute and deliver instruments and papers to Underwriters and do whatever else is necessary to secure such rights. The Insureds must do nothing to prejudice such rights. P Page 5 of 7

7 All payments and settlements obtained by the Insureds after a settlement under this Policy will be applied as if obtained prior to the settlement and all necessary adjustments will then be made between the Insureds and Underwriters. I. Other Insurance This Policy will be excess over, and will not contribute with, any other existing insurance unless such other insurance is specifically written to be excess of this Policy. If is it determined that both this insurance and other insurance or self insurance apply to any Claim on the same basis, whether primary, excess or contingent, the Underwriters will not be liable under this Policy for a greater proportion of Damages or Claims Expense than the applicable Limit of Liability under the policy for such Damages bears to the total applicable Limit of Liability of all valid insurance whether or not collectible against such Claims. J. Legal Action Against Underwriters It is agreed that no legal action may be brought against the Underwriters until there has been full compliance with all of the terms of this Policy, and until the amount of an Insured s obligations to pay has been finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured, the claimant, and the Underwriters. K. Non-Transferability The Insureds rights and duties under this Policy may not be transferred without the written consent of the Underwriters. L. Bankruptcy It is agreed that the bankruptcy or insolvency of an Insured or of an Insured s estate will not relieve the Underwriters of their obligations under this Policy. M. False or Fraudulent Claims If an Insured makes any Claim that is false or fraudulent, this insurance will become void and entitlement to coverage for all Claims hereunder will be forfeited. N. Arbitration Notwithstanding any other provision of this Policy, any dispute between an Insured and Underwriters arising in connection with or relating to this Policy shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association ( AAA ) then in effect, except that the arbitration panel shall consist of one arbitrator selected by the Insured, one arbitrator selected by Underwriters, and a third independent arbitrator selected by the first two arbitrators. The Insured and Underwriters shall share equally in the cost of arbitration. P Page 6 of 7

8 O. Application It is agreed that the statements made in the application are personal representations, that they will be deemed material, that this Policy is issued in reliance upon the truth of such representations, and that this Policy embodies all agreements existing between the Named Insured and the Underwriters, or any of its agents, relating to this insurance. NAS Insurance Services, By: S P E C I M E N On behalf of Underwriters providing this insurance NAS Insurance Services, FORM P P Page 7 of 7

9 EXCESS LIABILITY FOLLOWING FORM POLICY SCHEDULE A SCHEDULE OF UNDERLYING INSURANCE Primary Policy 1 st Underlying Policy 2 nd Underlying Policy 3 rd Underlying Policy 4 th Underlying Policy Underlying Insurer Limit of Liability Policy Number P Schedule A Page 1 of 1