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» 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 the 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: See Schedule A Schedule of Limits Item D. Underlying Insurance: See Schedule B 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, LLC Ventura Blvd., Suite 200 Encino, CA (818) claims@nasinsurance.com Policy form P1856EXSF-0215 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: FLWA Service Corp. c/o Foley & Lardner LLP 555 California Street, Suite 1700 San Francisco, CA Dated «f18» NAS INSURANCE SERVICES, LLC By: S P E C I M E N Correspondent D1856EXSF-0215

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 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 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. 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. Claim Expenses has the meaning provided in the Primary Policy. If no definition is given in the Primary Policy, Claim Expenses mean 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 P1856EXSF-0215 Page 1 of 4

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. Loss means Damages and Claim Expenses. III. F. Named Insured means the individual or organization designated as such in Item A. of the Declarations. G. Policy Period means the period of time designated in Item B. of the Declarations or any shorter period resulting from Policy cancellation or modification. H. Primary Policy means the policy designated as such on Schedule B Schedule of Underlying Insurance. I. Underlying Insurance means any policy(ies), including the Primary Policy, designated on Schedule B 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. 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 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 selfinsured 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 the Underwriters will pay as Loss in excess of the Underlying Insurance for any one Claim first made against the Insured and reported to the 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 the Underwriters will pay as Loss in excess of the Underlying Insurance for all Claim(s) first made against the Insured and reported to the Underwriters P1856EXSF-0215 Page 2 of 4

4 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. 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 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. IV. The Underwriters will not be obligated to pay any Loss, 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 Claim Expenses, or any combination thereof. Claim Expenses are part of and not in addition to the limit(s) of liability. Payment of Claim Expenses by the Underwriters will reduce and may exhaust the limit(s) of liability. GENERAL CONDITIONS A. 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 the 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 the Underwriters will not be covered by this Policy. The Named Insured must furnish the 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. B. Notice of Claim Where notice is permitted or required by the Primary Policy, the Insured has the same rights and obligations to notify the Underwriters under this Policy, except that such notice shall be given to the Underwriters in writing at the address and/or designated in Item G. of the Declarations. Notice to any other insurer shall not constitute notice to the Underwriters unless also given to the Underwriters as provided herein. C. The Underwriters Rights The Underwriters have the same rights and protections as the insurer of the Primary Policy and, where the Primary Policy is not issued on a duty to defend basis, the Underwriters shall have the right, but not the obligation, at their sole discretion, to elect to participate in the investigation, settlement, prosecution or defense of any Claim. P1856EXSF-0215 Page 3 of 4

5 D. 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. NAS Insurance Services, LLC 2015 NAS Insurance Services, LLC FORM P1856EXSF By: S P E C I M E N On behalf of the Underwriters providing this insurance. P1856EXSF-0215 Page 4 of 4

6 EXCESS LIABILITY FOLLOWING FORM POLICY SCHEDULE A SCHEDULE OF LIMITS Limits of Liability: The Limits of Liability shown above are subject to the sub-limits of liability stated below (if any). Sub-limits of Liability: P1856EXSF-0215 Schedule A Page 1 of 1

7 EXCESS LIABILITY FOLLOWING FORM POLICY SCHEDULE B 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 P1856EXSF-0215 Schedule B Page 1 of 1