Privatus Plus Renewal Application

AXIS INSURANCESURPLUS INSURANCEREINSURANCE COMPANY

Administrative Office—11680 Great Oaks Way, Suite 500

Alpharetta, Georgia 30022

PRIVATUS® PLUS+

RENEWAL APPLICATION

DIRECTORS AND OFFICERS AND CORPORATE LIABILITY, EMPLOYMENT PRACTICES LIABILITY, FIDUCIARY LIABILITY, AND CRIME INSURANCE

WHAT THE APPLICANT SHOULD KNOW ABOUT THIS APPLICATION:

1. This application and all materials attached to and submitted with it shall be held in confidence.
2. The Applicant’s submission of this application does not obligate the Applicant to buy insurance nor is the Insurer obligated to sell insurance or to offer insurance upon any specific terms requested.

DEFINITIONS:

1. Terms appearing in bold face in this application are defined in the Policy.
2. The term “Applicant” herein refers to the proposed First Named Insured, unless otherwise indicated.

CLAIMS-MADE NOTICE:

CERTAINCOVERAGE PARTS OF THE POLICY FOR WHICH THE APPLICANT IS APPLYING PROVIDE COVERAGE ON A CLAIMS-MADE BASIS, WHICH APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD, OR A CLAIMS-MADE AND REPORTED BASIS, WHICH APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSUREDS AND REPORTED TO THE INSURER DURING THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD.PLEASE READ THE POLICY CAREFULLY.

DEFENSE COSTS WITHIN LIMIT NOTICE:

CERTAINCOVERAGE PARTS OF THE POLICY FOR WHICH THE APPLICANT IS APPLYING PROVIDE THAT THE LIMITS OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS WILL BE REDUCED AND MAY BE COMPLETELY EXHAUSTED BY THE PAYMENT OF DEFENSE COSTS, AND IN THE EVENT SUCH LIMITS OF LIABILITY ARE EXHAUSTED, THE INSURER SHALL HAVE NO FURTHER OBLIGATION FOR ANY LOSS UNDER THE POLICY.PLEASE READ THE POLICY CAREFULLY.

APPLICATION FORMS PART OF POLICY:

If the Policy applied for is issued, this application will be deemed attached to and will form a part of the Policy.

INSTRUCTIONS:

1. Please complete this application form. Answer all questionsin the Basic Information and General Information sections and all sections pertaining to the Coverage Parts for which the Applicant is applying and submit all requested information. If space is insufficient, continue answers on the Applicant’s letterhead.
2. This application must be signed and dated by the First Named Insured’spresident, chief executive officer, chief financial officer,in-house general counsel, or the functional equivalent.

Thank you for taking the time to provide us with accurate information.

A.BASIC INFORMATION

1.Applicant’s Name:

2.Applicant’s address and website, if any:

3.Name of Applicant’s designated representative to receive all notices from the Insurer on behalf of all persons or entities proposed for this insurance:

4.Attach a list of all Subsidiaries, foundations, and charitable trusts proposed for coverage, including their nature of business, date acquired or created, and percentage of ownership by the Applicant.

B.GENERAL INFORMATION – ALL COVERAGE PARTS

1.COVERAGE REQUESTED

a.Specify all coverage that the Applicant seeks to renew:

b.Is the Applicant requesting a Combined Aggregate Limit of Liability for all LiabilityCoverage Parts?

Yes No If Yes, please specify limit requested:$

2.POLICY PERIODREQUESTED

From: to ,both dates at 12:01 a.m. Standard Time at the principal address of the Applicant.

3.ADDITIONAL REQUIRED INFORMATION

a. Please submit the following:

i. Latest audited financial statements.

ii.Complete list of the board of directors and their outside affiliations.

b.Since the inception of the policy of which this Application is for a direct renewal or replacement, has the Applicant:

i.Completed any merger, acquisition, or divestment? Yes No

ii.Completed any sale, distribution, or divestiture of any assets other than in the ordinary course of business? Yes No

iii.Changed independent auditors? Yes No

iv.Changedits nature of business? Yes No

v.Changed its partnership agreement (if the Applicant is a partnership)? Yes No

vi.Entered into a plan of reorganization or similar arrangement under federal

or state law? Yes No

If Yes to any of the foregoing, please attach full details.

c.In the next twelve (12) months, is the Applicant planning any of the activities described in 3.b above?

Yes No If Yes, please attach full details.

C. DIRECTORS AND OFFICERS AND CORPORATE LIABILITY

(Complete this section if renewing Directors and Officers and Corporate Liability Insurance)

1.Since the inception of the policy of which this Application is for a direct renewal or replacement:

a. Has there been any change in ownership of the Applicant? Yes No

b.Has the Applicant had a public or private offering of securities?Yes No

c. Has there been a change to the Applicant’s Directors or Officers?Yes No

d.Has there been a change to the total number of shares owned by each ofthe Applicant’s directors or officers, or any other individual? Yes No

If Yes to any of the foregoing, please attach full details.

2.In the next twelve (12) months, is the Applicant planning or anticipating any of the activities described in 1 above?

Yes No If Yes, please attach full details.

D.EMPLOYMENT PRACTICES LIABILITY

(Complete this section if renewingEmployment Practices Liability Insurance)

1.Please indicate below the total number of Employees by the type indicated.

2.Since the inception of the policy of which this Application is for a direct renewal or replacement, has the Applicant made, or does the Applicant anticipate making within the next twelve (12) months,a change to its HR Department or employment policies, handbooks, applications, or procedures?

Yes No If Yes, please attach full details and copies of the changed materials.

3.Since the inception of the policy of which this Application is for a direct renewal or replacement, has the Applicant reduced its workforce by five percent (5%) or more or fifty (50) or more Employees, or closed or consolidated any plant, facility, branch, or office, or does theApplicant anticipate doing so in the next twelve (12) months? Yes No If Yes, please provide the following information for each workforce reduction:

1. The date(s) on which the workforce reduction took place or will take place; the person(s) who made or will make the decision to reduce the workforce; the reason(s) for the workforce reduction; and the criteria used or that will be used to determine the affected Employees (i.e. departmental, seniority, performance, arbitrary);

1. A statement as to whetherthe workforce reductioncomplied or will comply with WARN, if applicable;
2. A statement as to whetherthe Applicant conducted or will conduct an impact study and, if applicable, attach the findings;
3. A statement as to whether the Applicant consulted or will consult with outside counsel familiar with employment and labor law;
4. A statement as to whetherthe affected Employees were or will be offered severance pay or benefits in exchange for a release of claims and, if so, if each release complied or will comply with OWBPA, if applicable. Also, please state whether any affected Employee refused to sign the release; and
5. Indicate below the total number of affected Employees by class and gender.

4.Please attach a copy of the Applicant’s latest EEO-1 report.

E.FIDUCIARY LIABILITY

(Complete this section if renewingFiduciary Liability Insurance)

1.Please attach the following:

a. Latest CPA audited financials for each of the five (5) largest pension Plans (in terms of total assets), with investment portfolios.If Plan assets are held in a master trust, submit the master trust investment portfolio. If audited financials are not available, submit the most recent 5500s for the Plan.

b.Latest CPA audited financials for any Plan designed to invest primarily in employer securities or which invests more than ten percent (10%) of Plan assets in employer securities.

c. Written Plan description and latest financial statements, if applicable, for any non-qualified Plans.

2.THE PLANS

a.Total assets of all Plansfor which coverage is requested: $

b.List all Plans for which coverage is requested:

*W = Welfare Benefit, DC = Defined Contribution, DB = Defined Benefit, E = ESOP, O = Other

3.PLAN STRUCTURE

Since the inception of the policy of which this Application is for a direct renewal or replacement:

a.Has any Plan requested or considered filing a request for termination? Yes No

If Yes, please attach full details for each such Plan.

b.Has any Plan or portion of any Plan been sold, transferred, or terminated, or are any of these actions being contemplated? Yes No

If Yes, please attach the date of sale or termination, whether assets have been fully distributed or reverted to a party other than the Plan participants and name of annuity provider if Benefits have been secured by annuities.

c.Has there been, or is there now under consideration, any merger, acquisition, restructuring, or consolidation of or by the Applicant that has resulted in or may result in Plan participants transferring to another Plan, company, or Subsidiary? Yes No If Yes, please attach full details.

d. Are anyPlans not in compliance with the Employee Retirement Income Security Act of 1974 (ERISA) or any Employee Benefit Plan Law?Yes No If Yes, please attach full details.

e.Has the Applicant made, or does the Applicant anticipate making within the next twelve (12) months, the conversion of any traditional pension plan to a cash balance plan? Yes No If Yes, please attach full details.

F.CRIME

(Complete this section if renewingCrime Insurance)

1.Please complete the chart below:

(*Class 1 Employees include management positions and other Employees who have access to Money, Securities, or Property)

2.Since the inception of the policy of which this Application is for a direct renewal or replacement:

1. Has the Applicant made, or does the Applicant anticipate making within the next twelve (12) months, changes to any of the following operations in the course of its business? (Please check all that apply and attach full details)

TradingIssuing warehouse receipts

LeasingExtending credit

Storing customer credit card informationTransporting or storing high value material

Transporting or storing high value material for others

1. Has the Applicant made, or does the Applicant anticipate making within the next twelve (12) months, changes to the following? (Please check all that apply and attach full details)

External Audit Controls Internal Audit Controls Inventory Controls

Accounts Payable Controls Bank Account Controls Computer Controls

Vendor Controls Funds Transfer Controls Client Services

Hiring Controls Payroll Controls

1. Has exposure for any precious metals, high value processing materials, Money, or Securities held by the Applicant changed by more than ten percent (10%)?

Yes No If Yes, please attach full details.

3.On a separate attachment, please list the name and total assets of any employee welfare or pension benefit planfor which coverage is requested and indicate any plan whose fiduciaries are required be bonded by Title 1 of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. If no plans are to be covered, please check this box:

G.FRAUD WARNINGS

Applicable in Alabama

Alabama Fraud Statement

“Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents false information in an application for insurance is guilty of a crime and may be subject to restitution fines or confinement in prison or any combination thereof.”

Applicable in Arkansas, Louisiana, Rhode Island, and West Virginia

Arkansas, Louisiana, Rhode Island, and West Virginia Fraud Statement

“Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.”

Applicable in Colorado

Colorado Fraud Statement

“It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies.”

Applicable in District of Columbia

District of Columbia Fraud Statement

“Warning: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant.”

Applicable in Florida

Florida Fraud Statement

“Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete or misleading information is guilty of a felony of the third degree.”

Applicable in Kansas

Kansas Fraud Statement

“An act committed by any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer, broker or any agent thereof, any written statement as part of, or in support of, an application for the issuance of, or the rating of an insurance policy for personal or commercial insurance, or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance which such person knows to contain materially false information concerning any fact material thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto.”

Applicable in Kentucky

Kentucky Fraud Statement

“Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any materially false information, or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime.”

Applicable in Maine

Maine Fraud Statement

“It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits.”

Applicable in Maryland

Maryland Fraud Statement

"Any person who knowingly or willfully presents a false or fraudulent claim for payment of a loss orbenefit or who knowingly or willfully presents false information in an application for insurance is guilty ofa crime and may be subject to fines and confinement in prison."

Applicable in New Jersey

New Jersey Fraud Statement

“Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.”

Applicable in New Mexico

New Mexico Fraud Statement

“Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal penalties.”

Applicable in New York

New York Fraud Statement

“Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation.”

Applicable in Ohio

Ohio Fraud Statement

“Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.”

Applicable in Oklahoma

Oklahoma Fraud Statement

“WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes any claim for proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony.”

Applicable in Oregon

Oregon Fraud Statement

“Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents materially false information in an application for insurance may be guilty of a crime and may be subject to fines and confinement in prison.

In order for us to deny a claim on the basis of misstatements, misrepresentations, omissions or concealments onyour part, we must show that:

A. The misinformation is material to the content of the policy;

B. We relied upon the misinformation; and

C. The information was either:

1. Material to the risk assumed by us; or

2. Provided fraudulently.

For remedies other than the denial of a claim, misstatements, misrepresentations, omissions or concealments on your part must either be fraudulent or material to our interests.

With regard to fire insurance, in order to trigger the right to remedy, material misrepresentations must be willful orintentional.

Misstatements, misrepresentations, omissions or concealments on your part are not fraudulent unless they aremade with the intent to knowingly defraud.”

Applicable in Pennsylvania

Pennsylvania Fraud Statement

“Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties.”