D&O Insurance Application Form

D&O INSURANCE APPLICATION FORM

This Directors and Officers Liability Insurance Application (the "Application") is made as of Effective Date: by and between Applicant Name: , a business entity organized as: Entity Type: Corporation LLC Partnership Other Jurisdiction of organization: , Principal Address: (the "Applicant"), and Insurer Name: (the "Insurer").

RECITALS

WHEREAS, the Applicant seeks insurance to provide indemnity and defense for its directors, officers and certain specified persons for Loss arising from Claims alleged to have been committed in the performance of their duties for the Applicant; and

WHEREAS, the Insurer is willing to consider providing such insurance subject to the terms, conditions and underwriting review set forth in this Application and any policy proposals issued by the Insurer; and

WHEREAS, the Applicant submits this Application to induce the Insurer to issue a policy of Directors and Officers Liability insurance upon the terms agreed by the parties.

NOW THEREFORE, in consideration of the Insurer's underwriting review and any premium tendered, the Applicant represents and agrees to the statements, warranties and authorizations contained in this Application.

1. APPLICANT INFORMATION

2. COVERAGE REQUESTED

Requested Effective Date: . Coverage requested:

3. PRIOR INSURANCE & CLAIMS HISTORY

Has the Applicant or any director or officer ever had D&O insurance declined, cancelled, or non-renewed? Yes No

4. MANAGEMENT & CORPORATE GOVERNANCE

Has any director or officer been the subject of bankruptcy proceedings, regulatory or criminal investigation, or administrative enforcement action? Yes No

5. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS

The Applicant hereby represents and warrants to the Insurer that: (a) the statements contained in this Application are true and complete to the best of the Applicant's knowledge after reasonable inquiry; (b) such statements are material to the risk to be assumed by the Insurer; and (c) the Insurer may rely upon such statements in determining whether to provide the requested insurance and on what terms. The Applicant acknowledges that any policy issued by the Insurer may provide that coverage is conditioned upon the truth of such representations and that misrepresentations or omissions may be grounds for rescission or denial of coverage to the extent permitted by applicable law.

The Applicant further agrees to provide, upon the Insurer's request, documentary evidence supporting any material fact set forth herein and to promptly notify the Insurer in writing of any material change in the information provided prior to the effective date of any policy.

6. AUTHORIZATION TO OBTAIN INFORMATION

The Applicant authorizes the Insurer, or its authorized representatives, to make such investigations and inquiries as the Insurer deems necessary to evaluate the Application, including the procurement of loss history, financial statements and other underwriting information from third parties and to obtain and disclose information concerning prior claims and underwriting history. The Applicant releases from liability any person or entity furnishing such information.

7. DECLARATION AND SIGNATURE

By signing below, the undersigned authorized officer of the Applicant certifies that the statements and information set forth in this Application are true, complete and accurate, and that no material fact has been omitted. The undersigned acknowledges that the completion of this Application does not bind the Insurer to provide insurance until such time as a policy is issued and the requisite premium is paid.

8. NOTICES

9. MISCELLANEOUS PROVISIONS

Governing Law: This Application and any policy issued in connection herewith shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Insurer in the policy unless otherwise agreed in writing.

Entire Agreement: This Application, together with any policy declarations and endorsements issued by the Insurer, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral.

Severability: If any provision of this Application is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendments and Waiver: Any amendment to this Application must be in writing and signed by an authorized representative of both parties. The waiver by either party of any breach of any provision hereof shall not operate or be construed as a waiver of any subsequent breach.

Counterparts: This Application may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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