PYRAMID GROUP INTERNATIONAL, INC. (5)

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Professional Liability Insurance Policy A. DUTY TO DEFEND AND INVESTIGATE The Company has the right and duty to defend any Claim against the Insured to which this insurance applies, even if any of the allegations are groundless, false, or fraudulent. The Company shall have the absolute right to designate legal counsel for the investigation, adjustment and defense of any Claim. If requested by the Named Insured, the Company shall consult with the Named Insured on the selection of counsel. The Named Insured's selection of counsel must be based on the Company's guidelines and subject to the Company's written consent. With respect to any Claim that the Company defends, the Company shall pay Claims Expenses for the investigation, contest or defense of a specific Claim. Claims Expenses shall be subject to the terms and conditions of this Policy and shall erode the Limits of Insurance and any applicable deductible. The Company's duty to defend the Insured shall terminate when the Company establishes either: (i) the absence of coverage under the terms and conditions of this Policy; or (ii) the applicable Limits of Insurance have been exhausted. In such situations, the Company shall take reasonable steps to transfer control of any existing defense to the Named Insured. B. SETTLEMENT The Insured shall not admit or assume liability or settle or negotiate to settle any Claim without the prior written consent of the Company. The Insured must notify the Company of all settlement offers and the Company will in turn present all settlement offers to the Insured. The Company shall not settle any Claim without the consent of the Insured. If, however, the Insured refuses to consent to any settlement recommended by the Company and elects to contest the Claim or continue any legal proceedings in connection with such Claim, then the Company's liability for that Claim shall not exceed the amount for which the Claim could have been settled plus related Claims Expenses incurred up to the date of such refusal, less the deductible or the outstanding deductible balance, if any. Vill. CONDITIONS A. ACCEPTANCE By acceptance of this Policy, the Named Insured hereby confirms that all provisions hereof, including all endorsements and the Application attached hereto and made a part of this Policy, embody all agreements existing between the Named Insured and the Company and supersede any prior agreements, whether expressed or implied. B. ACKNOWLEDGMENT OF APPLICATION The Named Insured acknowledges and agrees that: 1. The warranties and representations contained in the Application for this Policy are true, correct and complete; and 2. The Company issued this Policy in specific reliance upon the warranties and representations contained in the Application; and 3. A copy of the Application, kept on file by the Company, along with the Policy Declarations Page, is incorporated into and is part of this Policy. C. ACTIONS PREJUDICIAL TO THE COMPANY RE%AEwED S APPRovEJ By. A+.y:g Ae%44 Rak Management Spedkint ECC-1313-0118 © Freberg Environmental, 2018 All rights reserved.