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CNA V VI Insurer's Consent Subject to the following paragraph, the Insureds shall not agree to any settlement, make any offer of settlement, stipulate to any judgment, incur any Defense Costs, Loss, Shareholder Derivative Investigative Costs, Extradition Costs, Facilitation Costs, Non -Party Witness Fees, or any similar cost or expense, or admit any liability or assume any contractual obligation, without the Insurer's prior written consent, such consent not to be unreasonably withheld. Notwithstanding the above: (a) the Insureds may incur up to fifty percent (50%) of the applicable Retention in Defense Costs without the Insurer's prior written consent; provided that any Defense Costs in excess of this amount will be subject to the Insurer's written consent. (b) if the Insureds are able to settle all Claims, including all Interrelated Wrongful Acts, for an aggregate amount, including Defense Costs, not exceeding the applicable Retention, the Insurer's consent shall not be required for the settlement of such Claims. C. Paragraph 4. Allocation deleted and replaced with the following: Allocation The Insurer and the Insureds shall use their best efforts to determine a fair and proper allocation between Loss and any amount that is not covered Loss or any other amount, based on the relative legal and financial exposures of the covered parties to the covered matters. Failure of the Insurer and the Insured to agree to an allocation determination shall not preclude the Insurer from advancing Defense Costs in accordance with paragraph 3 in Section IV, Limit of Liability/Retention/Indemnification/ Advancement of Defense Costs. If the Insured Entity and the Insurer cannot, after exerting their best efforts, agree on an allocation of insured and uninsured Defense Costs, the Insurer then shall advance the percentage of Defense Costs which the Insurer states to be fair and proper until a different allocation is agreed upon or determined pursuant to the provisions of this Policy and applicable law. However, the Insurer will advance one hundred percent (100%) of Defense Costs incurred by Insured Persons. Any allocation or advancement of Defense Costs shall not apply to or create any presumption with respect to the allocation of other Loss. Section VI, Subrogation is amended by adding the following: Any amount of recovery made by the Insurer, less any costs incurred by the Insurer to obtain such recovery, shall be applied to the applicable Coverage Part Limit of Liability. The Insurer shall not subrogate against any Professional Services Client or any Insured. Section VII, Notice and Interrelated Claims is amended as follows: A. Paragraph 1 Notice of Claim is deleted and replaced with the following: Notice of Claim The Insureds shall, as a condition precedent to the obligations of the Insurer under this Policy, give written notice to the Insurer of each Claim as soon as practicable after a Responsible Person first becomes aware of such Claim, but in no event later than: (a) ninety (90) days after the termination or expiration of the Policy Period or Coverage Part, provided that the Policy has not been renewed by the Insurer or extended by CNA96738XX (3-22) Policy No: 652130249 Page 7 Endorsement No: 14 Continental Casualty Company Effective Date: 07/31/2024 Insured Name: Meeder Investment Management, Inc. © CNA All Rights Reserved.