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Associated Industries Insurance Company, Inc. <br /> 800 Superior Avenue <br /> Cleveland, OH 44114 <br />CYS 0122 20 <br />If during the Policy Period any Company creates or acquires a new entity it will automatically be covered <br />under this Policy as a Subsidiary, provided that such entity does not have an annual revenue exceeding <br />fifteen percent (15%) of the consolidated net annual revenue of the Policyholder as of the beginning of the <br />Policy Period. <br />Change in Control <br />If during the Policy Period an Acquisition occurs, the Insurer will only be liable to make a payment under <br />this Policy in relation to any Loss or Claim based upon or attributable to any incident or event that occurred <br />prior to the date upon which the Acquisition is legally effective in the jurisdiction in which it occurs. <br />The Company will give the Insurer written notice of the Acquisition as soon as practicable after the <br />Company first becomes aware of the Acquisition. <br />Acquisition means any of the following: <br />(A) the Company’s merger with, or consolidation into, any other entity; <br />(B) the sale of all or the majority of the Company’s assets to any person or entity acting alone or in <br />concert; or <br />(C) any person or entity acting alone or in concert acquiring ownership or control or assuming control <br />pursuant to written agreement with other shareholders or similar security holders of more than 50% <br />of the outstanding securities representing the present right to vote for the election of the board of <br />directors of the Company or assuming the right to appoint or remove the majority of the board of <br />directors (or equivalent position) of the Company. <br />Bankruptcy <br />If a receiver, liquidator, administrator or equivalent under the laws of any jurisdiction is appointed to any <br />Insured during the Policy Period, the Insurer will only be liable to make any payment under this Policy in <br />relation to any Loss or Claim based upon or attributable to any incident or event that occurred prior to the <br />effective date of such appointment. <br />Policy Administration <br />Unless expressly stated otherwise in this Policy, the Policyholder will act on behalf of itself and each and <br />every Insured with respect to all matters relevant to this Policy. The payment of any Loss and or any other <br />amounts payable under this Policy to the Company will fully release the Insurer with respect to such Loss <br />and all other amounts. <br />Premium Payment and Termination <br />(A) The Policyholder may cancel this Policy by mailing to the Insurer advance written notice of <br />cancellation. <br />(B) The Insurer may cancel this Policy by mailing to the Policyholder written notice stating when such <br />cancellation will be effective. Such date of cancellation will not be less than 60 days (or 10 days for <br />cancellation due to non-payment of premium) after the date of notice. <br />(C) If this Policy is cancelled in accordance with (A) or (B) above, the earned premium will be computed <br />pro rata; but the premium will be deemed fully earned if any Claim, or any circumstance that could <br />be the basis of a Claim or Loss, is reported to the Insurer on or before the date of cancellation. <br />Payment or tender of unearned premium is not a condition of cancellation. <br />DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A