Exhibit 10.12


 


JUNE
1, 2021 SUBSURETYSHIP, POWER OF ATTORNEY,

AND INDEMNIFICATION AGREEMENT


 


This
June 1, 2021 SUBSURETYSHIP, POWER OF ATTORNEY, AND INDEMNIFICATION AGREEMENT (“the
June 1, 2021 Agreement”) is made this 1st day of June 2021 by and between EVEREST
REINSURANCE COMPANY (“EVEREST”), a Delaware domiciled company with its principal offices at 100 Everest
Way, Warren, New Jersey, 07059 and HOUSTON SPECIALTY INSURANCE COMPANY, IMPERIUM INSURANCE
COMPANY, GREAT MIDWEST INSURANCE COMPANY, OKLAHOMA SPECIALTY INSURANCE COMPANY, and BOSTON
INDEMNITY COMPANY, INC. (hereinafter collectively referred to as the “Principal Surety”) with principal
offices at 800 Gessner Road, Suite 600, Houston, Texas 77024.


 


WHEREAS,
EVEREST and the Principal Surety desire that
this June 1, 2021 Agreement shall apply to any and all Principal Surety-issued bond business effective on or after June 1, 2021
with EVEREST on which EVEREST provides Subsurety Support (as defined herein) under the Surety XOL Reinsurance Contract, effective
June 1, 2021, as amended from time to time; together with, if applicable, any facultative Offers and Acceptances issued pursuant
to such Reinsurance Contract, as revised, between the Principal Surety and EVEREST (all such agreements being hereinafter collectively
referred to in the singular throughout this June 1, 2021 Agreement as the “Reinsurance Contract”);


 


WHEREAS,
subject to the limits, terms and conditions
of the written, authorized power of attorney issued to the Principal Surety by EVEREST, the Principal Surety from time to time
may issue surety bonds on which the obligee requires a carrier: (a) with a rating of “A+” or better from A.M. Best,
(b) with a Treasury Listing that exceeds the Principal Surety’s Department of the Treasury’s Listing of Approved Sureties
(Department Circular 570); (c) to act as the Principal Surety’s cut-through reinsurer pursuant to a cut-through endorsement
in the reinsurance contract (e.g., a Miller Act endorsement); or (d) to otherwise support the Principal Surety in a way or form
to which EVEREST has given its prior written consent (hereinafter collectively referred to as the “Subsurety Support”);


 


WHEREAS,
subject to the limits, terms and conditions
of the written, authorized power of attorney issued to the Principal surety on a per-bond basis by EVEREST, the Principal Surety
may request EVEREST to provide such Subsurety Support on Principal Surety-issued bonds and to authorize the Principal Surety:
(a) to designate EVEREST as an additional surety on the bonds or (b) to request the designation of EVEREST as a cut-through reinsurer
on such bonds;


 


WHEREAS,
the parties acknowledge and agree that: (i)
at all times and in every instance contemplated by this June 1, 2021 Agreement, EVEREST is acting in the capacity of a subsurety;
and (ii) in order to be eligible for Subsurety Support under the June 1, 2021 Agreement, EVEREST must approve each and every applicable
bond and (iii) the bond must fall within the scope and coverage of Reinsurance Contract;


 





 



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WHEREAS,
to induce EVEREST to enter into this June
1, 2021 Agreement with the Principal Surety, the Principal Surety has agreed to provide collateral in the amount of Two Hundred
Fifty Thousand Dollars ($250,000), payable in cash or letter of credit within thirty (30) calendar days of June 1, 2021.


 


WHEREAS,
as a further inducement to EVEREST to enter
into this June 1, 2021 Agreement with the Principal Surety, the Principal Surety, on behalf of itself and its affiliates, if any,
or as any may become applicable (hereinafter, such affiliates collectively referred to as the “Co-Indemnitor” or “Co-Indemnitors”,
if any), have agreed jointly and severally and without limitation to hold EVEREST harmless and indemnify EVEREST from and against
any and all liability and/or expense arising from EVEREST’s Subsurety Support on bonds issued by the Principal Surety in
accordance with this June 1, 2021 Agreement and /or alleged to have been issued in accordance with this June 1, 2021 Agreement,
whether such liability and/or expense directly or indirectly is caused by, is in connection with, is related to, or arises out,
howsoever remote, tenuous, or attenuate, any actual and/or alleged error, act, mistake, and/or omission committed by the Principal
Surety, by any Co-Indemnitors, and/or by any actual, apparent, presumed and/or alleged custodian, agent and/or sub-agent of the
Principal Surety and/or any actual, apparent, presumed, and/or alleged designee of the Principal Surety.


 


WHEREAS,
the parties recognize that any obligation
of the Principal surety and/or any Co-Indemnitor under this June 1, 2021 Agreement shall survive its termination.


 


NOW
THEREFORE, in consideration of the foregoing
 “WHEREAS” clauses, the truth and accuracy of which are hereby acknowledged by the parties and which are hereby incorporated
by reference as an integral part of this June 1, 2021 Agreement, and the mutual covenants and promises set forth herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.   Subsurety
Support Limits: Subject to this June 1, 2021 Agreement including Schedule B hereto, upon the prior approval by
EVEREST, EVEREST agrees to provide Subsurety Support to the Principal Surety only on bonds covered under the Reinsurance Contract.
In the absence of a “per principal” or “per bond” penal sum limit in the Reinsurance Contract, the Principal
Surety shall never authorize, commit or purport to commit EVEREST Subsurety Support on any bond if the penal sum of the final
bond will exceed:


 


A.   The sum of the “per principal” limits of the applicable Reinsurance Contract of all EVEREST-reinsured layers, excluding
the amount of the Principal Surety’s retention, for bonds ceded under a “per principal” excess of
loss treaty or facultative Reinsurance Contract;


 


B.    The sum of the “per bond” limits of the applicable Reinsurance Contract of all EVEREST-reinsured layers, excluding
the amount of the Principal Surety’s retention, for bonds ceded under a “per bond” excess of loss
treaty or facultative Reinsurance Contract;


 


C.    The maximum “per bond” cession limit of the applicable Reinsurance Contract for bonds ceded under a pro rata treaty
Reinsurance Contract; or


 





 



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D.    The
maximum “per bond” cession limit set forth in an applicable Offer and Acceptance for bonds ceded under a pro rata
facultative Reinsurance Contract.


 


In
the event that a bond is covered under both a pro rata and excess of loss Reinsurance Contract, the Subsurety Support bond penal
sum shall never exceed the maximum “per bond” cession limit set forth in the relevant pro rata Reinsurance Contract.
In cases involving EVEREST-authorized special acceptances, the final bond penal sum shall never exceed the amount set forth in
the special acceptance excluding the amount of the Principal Surety’s retention or, if no such amount is set forth, as determined
in accordance with Subsections (A) through (D) above.


 


Notwithstanding
anything contained herein to the contrary, it is hereby understood and agreed by EVEREST and Principal Surety that where EVEREST
is providing Subsurety Support to Principal Surety, the total cost to complete on all such bonds outstanding at any one time shall
not exceed Fifty Million Dollars ($50,000,000).


 


2.     Unreinsured
Bond Prohibition: The Principal Surety is prohibited from affixing an EVEREST power of attorney to a bond issued
by the Principal Surety that is: (i) not approved by EVEREST and (ii) not covered under the terms of the Reinsurance Contract.
In the event that the Principal Surety in error affixes an EVEREST power of attorney to a bond that is not covered under the Reinsurance
Contract and not approved by EVEREST, the Principal Surety shall replace EVEREST on the bond with another qualified surety within
fifteen (15) days of discovery of the error by the Principal Surety or of EVEREST’s written or oral notification of the
Principal Surety regarding the error. If the Principal Surety is prohibited from replacing EVEREST on the bond by its terms or
is unable for any reason to replace EVEREST, EVEREST, in its sole discretion, may demand, and the Principal Surety and all other
Co-Indemnitors shall immediately post, collateral for the benefit of, and in a form acceptable to, EVEREST up to an amount equal
to EVEREST’s maximum potential exposure under the bond. If EVEREST permits the Principal Surety and all other Co-Indemnitors
to post less than EVEREST’s maximum exposure under the bond, EVEREST may, from time to time, require the Principal Surety
and all other Co-Indemnitors to increase the amount of collateral immediately upon demand by any amount it deems appropriate,
in its sole discretion, up to EVEREST’s maximum potential exposure. Such issuance in error shall terminate the Principal
Surety’s authorization to use EVEREST’s Subsurety Support.


 


3.     Designation
and Obligations of Custodians: The Principal Surety hereby designates on Schedule A to this June 1, 2021 Agreement
the persons currently authorized to serve as custodians (the “Custodians”) of EVEREST powers of attorney and corporate
seals. EVEREST agrees to deliver to each Custodian EVEREST corporate seals. Upon delivery of the corporate seals to the Custodian,
the Principal Surety shall ensure that a written and signed receipt is returned to EVEREST from each authorized Custodian. From
time to time, the Principal Surety may request that the Custodians listed in Schedule A be amended, subject always to EVEREST’s
prior written approval. The Principal Surety shall ensure that each new Custodian is notified in writing regarding the terms and
conditions in this June 1, 2021 Agreement regarding their use of EVEREST powers of attorney and corporate seals, and the Custodians
shall acknowledge, in writing, their agreement to abide by those terms and conditions. The Principal Surety acknowledges the existence
of a fiduciary relationship between it, EVEREST, and these Custodians, who are charged with the care and safekeeping of EVEREST’s
powers and corporate seals and with exercising EVEREST’s powers responsibly, in good faith, and in accordance with this
June 1, 2021 Agreement and Schedule B, which is hereby incorporated by reference into this Agreement.
The Principal Surety
shall enforce strict
compliance with
these fiduciary obligations
by all Custodians. All Custodians listed in Schedule A shall be deemed to be agents of the Principal Surety and the Co-Indemnitors,
if any.


 





 



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4.    Errors
and Omissions Clause: The Principal Surety agrees to maintain insurance in an amount acceptable to EVEREST to cover
Custodian malfeasance, errors, malpractice or mistakes. Such insurance will inure to the benefit of this June 1, 2021 Agreement,
the Reinsurance Agreement and to EVEREST.


 


5.    Bond
Reporting and Audits: Periodically, the Principal Surety shall provide to EVEREST and/or caused to be provided
to EVEREST by any Custodian, agent, and/or sub agent of the Principal Surety all appropriate and necessary information on bonds
on which it provides Subsurety Support issued by the Principal Surety so that EVEREST can properly account for this business and
prepare all regulatory filings in a timely manner. EVEREST may review and audit at the Principal Surety’s and/or the Principal
Surety’s Custodians’, agents’ and/or sub agent’s bond files, power of attorney logs, Custodian activities,
and any other records related to this Agreement at any time.


 


6.    Termination
of Bonding Authority:


 


A.   At
any time, EVEREST, in its sole discretion and with or without cause, may immediately terminate or modify the Principal Surety’s
authority to issue any EVEREST power of attorney or to use its corporate seal upon written or verbal notice to the Principal Surety
and regardless of whether a Reinsurance Contract remains in effect. The Principal Surety agrees to cooperate with EVEREST to obtain
the prompt return of all evidences of powers of attorney and the corporate seals in the possession of a Custodian or any other
person. The Principal Surety’s authority to designate EVEREST as the provider of Subsurety Support on any bond shall in
any event terminate automatically and simultaneously upon the expiration or termination of the relevant Reinsurance Contract.


 


B.    In
the event that Principal Surety’s A.M. Best’s rating falls below “A-”, this June 1, 2021 Agreement shall
terminate automatically and without notice to the Principal Surety by EVEREST and the Principal Surety immediately shall cease
and desist from issuing bonds on a co-surety basis using EVEREST’s power of attorney and shall comply with all of the requirements
of sub-section (A) of this Section of this June 1, 2021 Agreement regarding termination of bonding authority.


 





 



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7.    Claims
Handling on Subsurety Supported Bonds:


 


A.   Unless
otherwise directed by EVEREST in writing, the Principal Surety shall be responsible for handling all claim matters arising under
bonds on which EVEREST provided Subsurety Support, including but not limited to the following claims handling matters:


 


		(1)	Providing
immediate notice to EVEREST of any claim or suit brought or filed against a bond;



 


		(2)	Acknowledging
receipt of all claims and representing to all bond claimants that it is authorized to handle bond claims on behalf of EVEREST;



 


		(3)	Using
good faith efforts to determine liability, evaluate claimed amounts, settle or defend any claim or suit, and take such other actions
as it may deem necessary while at all times acting consistent with the protection of EVEREST’s subsurety rights and interests,
provided that, in no event shall such actions involve either the extension of credit or the advancement of money;



 


		(4)	In
every case, complying with all state regulations with respect to claim handling;



 


		(5)	Protecting
and defending EVEREST at the Principal Surety’s sole expense against any and all claims, litigation and arbitration arising
under bonds on which EVEREST provided Subsurety Support, any and all alleged violations of insurance regulations, and any and
all alleged statutory, common law and other claims and causes of action arising under bonds on which EVEREST provided Subsurety
Support; and



 


		(6)	Providing
EVEREST with information regarding the handling of all claims, litigation and arbitration under the bonds as often and in such
detail as EVEREST may request from time to time.



 


B.   EVEREST expressly reserves the right to:


 


		(1)	Settle
any claim or litigation against it in its capacity as a subsurety on any bond and to obtain releases fully extinguishing the liability
of EVEREST and, if necessary, the liability of the Principal Surety and the Principal Surety hereby agrees to be bound by and
follow all of EVEREST’s liability incurred and settlements in this regard;



 


		(2)	Reject
any bond claim counsel selected by the Principal Surety to represent both its and EVEREST’s interests; and



 


		(3)	Review
and approve all pleadings, litigation submissions, responses and answers submitted on behalf of EVEREST and retain separate counsel
of its choice to represent it or to monitor a claim or litigation, the expense of which shall be the Principal Surety’s
obligation pursuant to the indemnification obligations under this Agreement.



 





 



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C.    The
Principal Surety may not delegate or assign its authority to direct, control, or settle
any claims arising
under the bonds
to any third party
without the prior written consent
of EVEREST. In the event of an unauthorized delegation or assignment, EVEREST, in its sole discretion, may immediately assume
the handling of the claim or demand that the Principal Surety and other Co-Indemnitors immediately post collateral for the benefit
of, and in a form acceptable to, EVEREST up to an amount equal to EVEREST’s maximum potential exposure under the relevant
bonds. If EVEREST permits the Principal Surety and other Co-Indemnitors to post less than EVEREST’s maximum potential exposure
under the relevant bonds, EVEREST may, from time to time, require the Principal Surety to increase the amount of collateral immediately
upon demand by any amount it deems appropriate, in its sole discretion, up to EVEREST’s maximum potential exposure.


 


8.     Principal
Surety and Co-Indemnitor Hold Harmless and Indemnification Undertakings: The Principal
Surety and other Co-Indemnitors, if any, shall jointly and severally and without limitation release, indemnify, and hold harmless EVEREST,
its directors, officers, employees, attorneys, agents, subsidiaries, parent and affiliates from and against any and all liability, loss,
payment, damage (including punitive and exemplary damages; however, to the extent that such punitive and exemplary damages are Extra-contractual
Obligations (“ECO”), as this term is defined in the Reinsurance Contract, the obligations of the Principal Surety for such
damages under this Section of this June 1, 2021 Agreement shall not exceed its proportionate share of ECO under the Reinsurance Contract),
judgments, suits, demands, interest, attorneys’ fees and disbursements, cost and expense of any kind whatsoever which exceeds EVEREST’s
reinsurance liability under the Reinsurance Contract and which arises from, without limitation, this June 1, 2021 Agreement and/or any
of the following:


 


EVEREST’s
Subsurety Support on any bond in excess of EVEREST’s reinsurance liability under the Reinsurance Contract;


 


An
EVEREST power of attorney being affixed to a bond issued by the Principal Surety that is not approved by EVEREST regardless of
whether EVEREST is replaced on any unreinsured bond issued by the Principal Surety or the Principal Surety posted collateral pursuant
to Section 2 (“Unreinsured Bonds Prohibition”);


 


An
EVEREST power of attorney being affixed to a bond issued by the Principal Surety that is not covered under the Reinsurance Agreement
regardless of whether EVEREST is replaced on any unreinsured bond issued by the Principal Surety or the Principal Surety posted collateral
pursuant to Section 2 (“Unreinsured Bonds Prohibition”); 





 





 



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Any
use of EVEREST powers of attorney or corporate seals contrary to the terms and conditions of this Agreement, the Reinsurance Contract,
law, regulation, or EVEREST’s written or oral instructions including, but not limited to, those set forth in the attached
Schedule B; or Claims
handling activities undertaken by EVEREST in connection with any bonds on which it provided Subsurety Support regardless of whether
the Principal Surety, EVEREST, or both are named in the bond claim or litigation (indemnified expenses shall include
both allocated and
unallocated
loss adjustment
expenses);


 


plus
any and all liability, loss, damage, judgments, suits, demands, interest, arbitrator and arbitration costs and expenses (including
those incurred under Paragraph 14 herein), attorneys’ fees and disbursements, cost and expense of any nature whatsoever
incurred by EVEREST to enforce this Agreement. All such hold harmless and indemnification payments shall be made promptly by the
Principal Surety or other Co-Indemnitors, if any, to EVEREST upon presentation of EVEREST’s written hold harmless and indemnification
demand. This hold harmless and indemnification obligation to EVEREST shall survive the expiration or termination for any reason
of this June 1, 2021 Agreement and the Reinsurance Contract.


 


9.    Setoff
Rights: EVEREST, in its sole discretion, may set off any balances or amounts due from the Principal Surety under this
June 1, 2021 Agreement and under the Reinsurance Contract against any obligations of any kind which EVEREST may incur pursuant to a contract
of any kind heretofore or hereafter entered into between the Principal Surety and EVEREST, whether the contracting parties are acting
as assuming reinsurer, ceding insurer, principal surety, subsurety, or in any other capacity. If the Principal Surety (including all
affiliates and subsidiaries, whether or not covered by this Agreement) is comprised of more than one entity, all such entities shall
be considered to be the Principal Surety subject to EVEREST’s setoff rights pursuant to this provision. In the event of insolvency
of the Principal Surety, setoff shall be permitted in accordance with the terms of this provision and to the fullest extent permitted
under applicable law.


 


10.  Subsurety
Support as Reinsurance: As between EVEREST and the Principal
Surety and Co-Indemnitors, EVEREST’s Subsurety Support on any bond shall be construed to be reinsurance under the applicable
Reinsurance Contracts, subject to all the terms and conditions contained therein except that any disputes arising from the terms
and conditions of this June 1, 2021 Agreement shall be resolved in accordance with the arbitration procedures set forth below.


 


11.  Without
Prejudice to Subsurety’s Subrogation Rights: Nothing herein shall be deemed or construed to adversely affect
EVEREST’s subrogation rights, whether contractual, equitable or deriving from any other source, arising pursuant to any
bond or pursuant to payment of a claim under any bond.


 


12. 
Premium Taxes: The Principal Surety shall pay any premium taxes
applicable to any bonds it issues on which EVEREST provides Subsurety Support.


 


13.  Administrative
Fee: The Principal Surety shall pay EVEREST an administrative fee of Sixty Thousand Dollars ($60,000) per annum
plus six percent (6.00%) of every dollar of premium in excess of One Million Dollars ($1,000,000) on any and all Principal Surety-issued
bond business effective on or after June 1, 2021 with EVEREST on which EVEREST provides Subsurety Support, payable within thirty
(30) calendar days of each June 1 that this June 1, 2021 Agreement remains in force.


 





 



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14.
  Arbitration: As a condition precedent to any right of action hereunder,
any and all disputes relating to this Agreement, including its formation, interpretation and performance, shall be resolved by
a panel of three (3) arbitrators. Such arbitration shall be initiated at the written request of either party in accordance with
the following procedures:


 


A.   
Each party shall choose an arbitrator, and the two (2) so chosen shall choose the third. If either party fails to appoint an
arbitrator within thirty (30) days of being requested to do so by the other party, the requesting party may choose both
arbitrators, who shall choose the third. In the event the two (2) arbitrators are unable to agree upon the third arbitrator
within thirty (30) days of their appointment, then the third arbitrator shall be appointed by the American Arbitration
Association. All arbitrators shall be active, former, or retired executive officers, (including but not limited to active,
former or retired in-house counsel) of insurance or reinsurance companies with surety business experience and shall not have
a personal or financial interest in the parties or the outcome of the arbitration.


 


B.    The party requesting arbitration shall submit its statement of claim within thirty (30) days of the selection of the third
arbitrator, and the respondent shall submit its statement of claim thirty (30) days thereafter, or in accordance with other
time frames as determined by the arbitration panel. The panel shall make its decision with regard to the custom and practice
of the insurance and reinsurance surety business. The panel is relieved of all judicial formalities and may abstain from
following the strict rules of evidence and procedure.


 


C.    The panel shall issue its decision as promptly as possible following the completion of a hearing, if there is one. In no
event shall punitive damages be awarded. The majority decision of the arbitrators shall be final and binding upon all parties
to the proceeding. Judgment may be entered upon the award of the panel in any court having jurisdiction thereof.


 


D.    The arbitration shall take place in Warren, New Jersey unless the parties agree otherwise or the panel decides it in the
best interest of the arbitration to conduct all or part of the arbitration at another location.


 


E.
    Pursuant to Paragraph 8 herein, all costs and expenses of said arbitration shall be borne by the Principal Surety and
Co-Indemnitors, unless the panel were to rule that the parties to this June 1, 2021 Agreement would share the costs of the
umpire and that each party bear its own costs, fees, and expenses of the arbitration. Each party’s costs, fees, and
expenses of the arbitration shall include, but not be limited to, those of each party’s: arbitrator, employee(s),
outside attorney(s), witness(e)s, expert(s), and/or any other person(s) or entity(ies) engaged by a party in connection with
the arbitration.


 


15. 
Warranties: The parties expressly warrant and represent that they are
corporations in good standing in their respective places of domicile; that the execution of this June 1, 2021 Agreement is fully
authorized by each of them; that the person or persons executing this June 1, 2021 Agreement have the necessary and appropriate
authority to do so; that there are no pending agreements, transactions, or negotiations to which any of them is a party that would
render this June 1, 2021 Agreement or any part thereof void, voidable, or unenforceable; and that no authorization, consent, or
approval of any government entity is required to make this June 1, 2021 Agreement valid and binding upon them.


 





 



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16.   No
Assignments: The Principal Surety may not assign, transfer, or delegate any of the rights or obligations under this
June 1, 2021 Agreement without the prior written consent of EVEREST. Any purported assignment, transfer, or delegation shall be
deemed void and without any force or effect. In the event that the Principal Surety subsequently enters into a loss portfolio
transfer, aggregate stop loss, or other agreement involving the transfer of all or part of its exposure arising from the bonds
subject to the Reinsurance Contract or otherwise affecting its underwriting, claims handling, or accounting performance under the
Reinsurance Contract or this Agreement, it shall (i) disclose the existence of this June 1, 2021 Agreement to that third party by
providing it with a copy prior to executing any agreement with that third party; and (ii) at EVEREST’S option, require that
third party to execute this June 1, 2021 Agreement as a Co-Indemnitor as a condition precedent to executing any agreement with that
third party.


 


17.   Entire Agreement: This June 1, 2021 Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes any and all previous agreements and understandings,
whether written or oral.


 


18.   Notice: Every notice required or permitted under this June 1, 2021
Agreement shall be in writing, properly addressed to the parties, and either hand delivered; sent via overnight courier or the
U.S. Postal Service, first-class and certified mail - return receipt requested and postage prepaid; or sent via facsimile transmission.
There shall be a rebuttable presumption that such notice was received by the other party (i) on the same date it was hand-delivered
or sent by facsimile transmission, the receipt of which is electronically confirmed in writing; (ii) on the second (2nd)
day after being deposited with a recognized overnight courier service; or (iii) on the fifth (5th) day after being
deposited in the U.S. mail.


 


19.   Choice of Law and Venue: This June 1, 2021 Agreement shall be construed
in accordance with and governed by the substantive laws of New Jersey excluding New Jersey choice of law and conflict of laws
principles, and the parties hereby submit to the personal jurisdiction and exclusive venue of the United States District Court
for the District of New Jersey and/or to the state courts of New Jersey with respect to all matters that may arise hereunder to
the extent necessary to enforce their arbitration rights under this Agreement.


 


20.   Modifications and Waivers: No modification or waiver of the provisions of this
June 1, 2021 Agreement shall be valid or binding on either party unless in writing and signed by both parties.


 


21.   Remedies
Cumulative: All remedies available to either party for breach of this June 1, 2021 Agreement are cumulative and may be
exercised concurrently or separately. The exercise of any one remedy shall not be deemed an election of such remedy to the exclusion
of any other remedy.


 





 



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22.   Enforcement Delays: Any delay or failure in enforcing any right or remedy
afforded by the June 1, 2021 Agreement or by law shall not prejudice or operate to waive that right or remedy or any other right
or remedy, including any remedy for a future breach of this Agreement, whether of a like or different character.


 


23.   Severability: If any provision of this June 1, 2021 Agreement is found
invalid or unenforceable by a court of competent jurisdiction, the remainder of this June 1, 2021 Agreement shall continue in
full force and effect.


 


24.   Interpretation: Each party acknowledges that it has had the opportunity
to review this June 1, 2021 Agreement with the assistance of legal counsel. Consequently, the rule of construction that any ambiguity
in this June 1, 2021 Agreement is to be construed against the drafting party shall be inapplicable to this June 1, 2021 Agreement
and to any of its attachments. The section headings used in this June 1, 2021 Agreement are intended for convenience only and
are not part of the written agreement between the parties. They shall not affect the construction and interpretation of this Agreement.


 


25.   Binding Effect:


 


A.    This June 1, 2021 Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal
representatives, and permitted assigns.


 


B.     For all Subsurety Support on bonds issued by the Principal Surety and/or Co-Indemnitors, as and if applicable, in accordance with
this June 1, 2021 Agreement and/or alleged to have been issued in accordance with this Agreement, the obligations of the Principal
Surety, and Co-Indemnitors, if any and as applicable, under this Agreement, and as applicable, the Reinsurance Contract shall
survive the termination of this June 1, 2021 Agreement and the Reinsurance Contract.


 


26.   Execution and Counterparts: This June 1, 2021 Agreement may be executed
in two or more counterparts and facsimile signatures shall be as valid and binding on the parties as if they were original signatures.
Each counterpart shall be considered an original hereof, but together, they shall constitute one agreement.


 





 



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IN
WITNESS WHEREOF, the parties have caused this June 1, 2021 Agreement to be executed as an instrument under seal by their duly
authorized representatives as of the date first written above.


 


	EVEREST
    REINSURANCE COMPANY	 
	 	 
	/s/
    Robert Cristiano	 
	Authorized
    EVEREST signature	 
	 	 
	 	 
	Robert
    Cristiano	 
	 	 
	Vice
    President - Surety	 
	Title	 
	 	 
	[***]	 
	Business
    Telephone	 
	 	 
	[***]	 
	Business
    Facsimile Number	 


 


	HOUSTON
    SPECIALTY INSURANCE COMPANY	 	IMPERIUM
    INSURANCE COMPANY
	 	 	 
	Chase
    Clark	 	Chase
    Clark
	Name	 	Name
	 	 	 
	VP
    - Ceded Re	 	VP
    - Ceded Re
	Title	 	Title
	 	 	 
	[***]	 	[***]
	Business
    Telephone	 	Business
    Telephone
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	Business
    Facsimile Number
	 	 	 
	/s/
    Chase Clark	 	/s/
    Chase Clark
	7/21/21	 	7/21/21




 





 



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	GREAT
    MIDWEST INSURANCE COMPANY	 	OKLAHOMA
    SPECIALTY INSURANCE COMPANY
	 	 	 
	Chase
    Clark	 	Chase
    Clark
	Name	 	Name
	 	 	 
	VP
    - Ceded Re	 	VP
    - Ceded Re
	Title	 	Title
	 	 	 
	[***]	 	[***]
	Business
    Telephone	 	Business
    Telephone
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	Business
    Facsimile Number
	 	 	 
	/s/
    Chase Clark	 	/s/
    Chase Clark
	7/21/21	 	7/21/21
	 	 	 
	BOSTON
    INDEMNITY COMPANY, INC.	 	 
	 	 	 
	Chase
    Clark	 	 
	Name	 	 
	 	 	 
	VP
    - Ceded Re	 	 
	Title	 	 
	 	 	 
	[***]	 	 
	Business
    Telephone	 	 
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	 
	 	 	 
	/s/
    Chase Clark	 	 
	7/21/21	 	 


 





 



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SCHEDULE
A


 


LIST
OF AUTHORIZED CUSTODIANS


 


		1.	Bryan
Morse



		2.	Daniel
B. McNally



		3.	Deanna
Spence



		4.	Christopher
Gagnon



 





 



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SCHEDULE
B


 


REPORTING
AND NOTIFICATION/ 

EVEREST POWER OF ATTORNEY 

AUTHORIZATION AND LIMITATIONS


 


EVEREST
hereby grants those authorized employees of the Principal Surety listed as custodians on Schedule A (the “Custodians”),
as amended from time to time, power of attorney to sign bonds on EVEREST’s behalf as its attorney-in-fact for the purpose
of providing Subsurety Support to the Principal Surety, as set forth in the attached Agreement, and subject to the limitations
set forth below:


 


1.
     EVEREST, always in the capacity of a subsurety, may be designated as an additional surety with or as a cut-through reinsurer
for the Principal Surety only. Before any Custodian may designate EVEREST as a cut-through reinsurer in connection with any
bond issued by the Principal Surety, prior written authorization must be obtained from EVEREST.


 


2.
     EVEREST powers of attorney and corporate seals may not be altered or reproduced in any way.


 


3.     The Principal Surety shall maintain in a written or electronic format acceptable to EVEREST an accurate log of all EVEREST powers
of attorney issued by Custodians and render an account of such powers to EVEREST within a reasonable time after each month-end
or prior to requesting an additional supply of powers from EVEREST.


 


4.     The Principal Surety may utilize EVEREST powers of attorney only on business subject to the Reinsurance Contract and falling within
the Reinsurance Contract warranty provisions. Any business not so covered must be submitted by the Principal Surety to EVEREST
for a written special acceptance by an authorized EVEREST surety officer prior to an EVEREST power being affixed to a bond.


 


5.     The Custodians are authorized to exercise EVEREST powers of attorney and to imprint EVEREST’s corporate seal only as specifically
directed by authorized employees of the Principal Surety and in strict compliance with this Power of Attorney Authorization and
Limitations.


 


6.     Prior to signing any bond, each attorney-in-fact shall be cautioned by the Principal Surety to ascertain that EVEREST is qualified
to provide Subsurety Support to the extent necessary to secure acceptance of the given bond by the approving authority. Although
generally qualified at the federal and state government levels, EVEREST does not undertake to meet the requirements of all local
jurisdictions.


 


7.     The Principal Surety shall seek the prior written approval of EVEREST before filing an EVEREST power of attorney in a court or
public office where such filing justifies the general acceptance of bonds.


 





 



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8.     The blank certification date on each copy of the EVEREST power of attorney must be completed by the Principal Surety or the attorney-in-fact
to correspond with the appropriate date of the bond to which it is affixed.


 


9.     In addition to the classes of surely business specifically excluded in the Reinsurance Contract, the following may never be written
with EVEREST providing Subsurety Support by or on behalf of the Principal Surety:


 


A.   All business derived directly or indirectly from any Pool, Association or Syndicate;


 


B.    Assumed reinsurance, except reinsurance from affiliates


 


C.    Bonds of the following classification:


 


		(1)	Bank
Depository Bonds;



 


		(2)	Note
Guarantee Bonds;



 


		(3)	Mortgage
Deficiency Bonds;



 


		(4)	Securities
and Exchange Commission Liability Bonds;



 


		(5)	Patent
Infringement Bonds;



 


		(6)	Dual
Obligee Bonds (unless containing a savings or Los Angeles clause);



 


		(7)	Mortgage
Guarantee Bonds;



 


		(8)	Credit
Enhancement and Financial Guarantee Insurance or Bonds classified by the Surety Association of America Manual as (Non-Contract)
classes 580, 581 or 597;



 


		(9)	All
Closure and Post-Closure Bonds;



 


		(10)	Insurance
Company Qualifying Bonds;



 


		(11)	SBA
Guaranteed Bonds; and



 


		(12)	Bail
Bonds;



 


		(13)	Remediation
Bonds;



 


		(14)	Self-Insured
Worker’s Compensation and Deductible Guarantee Bonds;



 





 



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		(15)	Program
and/or MGA business where underwriting authority has been extended and/or delegated outside of the Principal Surety or which is
reinsured under separate programs; and



 


		(16)	Bonds
which are part of a larger deal structure which result in credit enhancement and/or securitization.



 





 



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AMENDMENT
NO. 1 TO THE JUNE 1, 2021 SUBSURETYSHIP, 

POWER OF ATTORNEY, AND INDEMNIFICATION AGREEMENT


 


This
Amendment No. 1 to the June 1, 2021 Subsuretyship, Power of Attorney, and Indemnification Agreement (the “Amendment”)
is dated as of January 14, 2022 (the “Amendment Date”) among Everest Reinsurance Company (“Everest”) and
Houston Specialty Insurance Company, Imperium Insurance Company, Great Midwest Insurance Company, Oklahoma Specialty Insurance
Company, and Boston Indemnity Company, Inc. (collectively referred to as the “Principal Surety”).


 


WHEREAS,
Everest and the Principal Surety have entered into a June 1, 2021 Subsuretyship, Power of Attorney, and Indemnification Agreement
(the “June 1, 2021 Agreement”) in connection with the Surety XOL Reinsurance Contract, effective June 1, 2021 (the
 “Reinsurance Contract”); and


 


WHEREAS
Everest and the Principal Surety now seek to amend the June 1, 2021 Agreement on the terms set forth herein;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


		1.	Amendments.



 


		a.	Effective
on June 1, 2021, the opening paragraph of the June 1, 2021 Agreement is amended to read as follows:



 


“This
June 1, 2021 SUBSURETYSHIP, POWER OF ATTORNEY, AND INDEMNIFICATION AGREEMENT (the “June 1, 2021 Agreement”)
is made this 1st day of June 2021 by and between EVEREST REINSURANCE COMPANY (“EVEREST”), a Delaware
domiciled company with its principal offices at 100 Everest Way, Warren, New Jersey 07059 and HOUSTON SPECIALTY INSURANCE COMPANY,
IMPERIUM INSURANCE COMPANY, GREAT MIDWEST INSURANCE COMPANY, and OKLAHOMA SPECIALTY INSURANCE COMPANY (hereinafter collectively
referred to as the “Principal Surety”) with principal offices at 800 Gessner Road, Suite 600, Houston, Texas 77024.”


 








 



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		2.	Further
assurances.



 


		a.	Representations
and Warranties: Boston Indemnity Company,
Inc. hereby represents and warrants that: (1) it has not issued any bond on which Everest has provided Subsurety Support; (2)
Boston Indemnity Company, Inc. has not ceded to the Reinsurance Contract any bond that has Everest Subsurety Support, and; (3)
Boston Indemnity Company, Inc., and/or any Custodian on behalf of Boston Indemnity Company, Inc. has not used Everest powers of
attorney or Everest corporate seals with respect to, or in connection with, any bond.



 


		b.	Boston
Indemnity Company, Inc. has no rights under the June 1, 2021 Agreement:
Effective June 1, 2021, Boston Indemnity Company, Inc.: (1) has no rights under the June 1, 2021 Agreement, whether known or unknown,
vested or unvested, contingent, or otherwise, and; (2) Boston Indemnity Company, Inc. has no right to the use of Everest powers
of attorney or Everest corporate seals and may not issue any bond with Everest Subsurety Support.



 


		c.	Further
assurances of the Principal Surety: Effective
June 1, 2021, no Custodian may exercise any Everest powers of attorney or utilize Everest’s corporate seals in any manner
with respect to or in connection with Boston Indemnity Company, Inc. Pursuant to Paragraph 6 of the June 1, 2021 Agreement, the
Principal Surety shall cooperate with Everest to obtain and promptly return to Everest all evidences of Everest powers of attorney
or Everest corporate seals in the possession, custody or control of any Custodian or any other person employed by, or in any way
affiliated with, Boston Indemnity Company, Inc.



 


		3.	Miscellaneous.



 


		a.	Governing
Law. This Amendment shall be construed in
accordance with and governed by the substantive laws of New Jersey, excluding New Jersey choice of law and conflict of laws principles.



 





 



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		b.	Effect
of this Amendment. Except as expressly amended
by this Amendment, none of the provisions, conditions, representations, warranties, obligations, covenants or agreements contained
in the June 1, 2021 Agreement, and none of the rights remedies or obligations thereunder of the parties thereto are being hereby
amended, modified or waived in any respect. This Amendment is not intended to constitute, nor does it constitute, an interruption,
suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the security interests, liabilities,
expenses or obligations under the June 1, 2021 Agreement, or the collateral required by the June 1, 2021 Agreement. This Amendment
is not intended to amend, and does not amend, any term or condition of the Reinsurance Contract.



 


		c.	Modifications.
No provision of this Amendment may be modified or supplemented except by a written agreement executed by each of the parties hereto.



 


		d.	Multiple
Counterparts. This Amendment may be entered
into in the form of two or more counterparts, each executed by one or more of the parties, and provided all parties shall so execute
this Amendment, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken
together, they shall constitute one instrument.



 


[Signature
Pages Follow]


 





 



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IN
WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Amendment as of the dates recorded
below:


 


	EVEREST
    REINSURANCE COMPANY	 	 
	 	 	 
	/s/
    Robert Cristiano	 	 
	Authorized
    EVEREST signature	 	 
	 	 	 
	 	 	 
	Robert
    Cristiano	 	 
	 	 	 
	Vice
    President	 	 
	Title	 	 
	 	 	 
	[***]	 	 
	Business
    Telephone	 	 
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	 


 


	HOUSTON
    SPECIALTY INSURANCE COMPANY	 	IMPERIUM
    INSURANCE COMPANY
	 	 	 
	Chase
    Clark	 	Chase
    Clark
	Name	 	Name
	 	 	 
	VP
    - Ceded Re	 	VP
    - Ceded Re
	Title	 	Title
	 	 	 
	[***]	 	[***]
	Business
    Telephone	 	Business
    Telephone
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	Business
    Facsimile Number
	 	 	 
	/s/
    Chase Clark	 	/s/
    Chase Clark


 





 



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	GREAT
    MIDWEST INSURANCE COMPANY	 	OKLAHOMA
    SPECIALTY INSURANCE COMPANY
	 	 	 
	Chase
    Clark	 	Chase
    Clark
	Name	 	Name
	 	 	 
	VP
    - Ceded Re	 	VP
    - Ceded Re
	Title	 	Title
	 	 	 
	[***]	 	[***]
	Business
    Telephone	 	Business
    Telephone
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	Business
    Facsimile Number
	 	 	 
	/s/
    Chase Clark	 	/s/
    Chase Clark
	 	 	 
	BOSTON
    INDEMNITY COMPANY, INC.	 	 
	 	 	 
	Chase
    Clark	 	 
	Name	 	 
	 	 	 
	VP
    - Ceded Re	 	 
	Title	 	 
	 	 	 
	[***]	 	 
	Business
    Telephone	 	 
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	 
	 	 	 
	/s/
    Chase Clark	 	 




 





 



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AMENDMENT
NO. 2 TO THE JUNE 1, 2021 SUBSURETYSHIP,

POWER OF ATTORNEY, AND INDEMNIFICATION AGREEMENT


 


This
Amendment No. 2 to the June 1, 2021 Subsuretyship, Power of Attorney, and Indemnification Agreement (the “Amendment”)
is dated as of February 3, 2022 (the “Amendment Effective Date”) among Everest Reinsurance Company (“Everest”)
and Houston Specialty Insurance Company, Imperium Insurance Company, Great Midwest Insurance Company, and Oklahoma Specialty Insurance
Company (collectively referred to as the “Principal Surety”).


 


WHEREAS,
Everest and the Principal Surety have entered into a June 1, 2021 Subsuretyship, Power of Attorney, and Indemnification Agreement,
which was subsequently amended by Amendment No. 1 to the June 1, 2021 Subsuretyship, Power of Attorney, and Indemnification Agreement
(the “June 1, 2021 Agreement”);


 


WHEREAS,
Everest and the Principal Surety entered into the June 1, 2021 Agreement in connection with the Surety XOL Reinsurance Contract,
effective June 1, 2021 (the “Reinsurance Contract”); and


 


WHEREAS
Everest and the Principal Surety now seek to further amend the June 1, 2021 Agreement on the terms set forth herein;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


		1.	Amendments.



 


		a.	Effective
on the Amendment Effective Date, the fifth WHEREAS clause of the June 1, 2021 Agreement is deleted in its entirety and replaced
with the following:



 


“WHEREAS,
to induce EVEREST to enter into this June 1, 2021 Agreement with the Principal Surety, the Principal Surety has agreed to
provide collateral in the amount of Seven Hundred Fifty Thousand Dollars ($750,000), payable in cash or letter of credit within
thirty (30) calendar days of February 3, 2022.”


 





 



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		b.	Effective
on the Amendment Effective Date, the final paragraph of Section 1 “Subsurety Support Limits” of the June 1, 2021 Agreement
is deleted in its entirety and replaced with the following:



 


“Notwithstanding
anything contained herein to the contrary, it is hereby understood and agreed by EVEREST and Principal Surety that where EVEREST
is providing Subsurety Support to Principal Surety, the total cost to complete on all such bonds outstanding at any one time shall
not exceed One Hundred Million Dollars ($100,000,000).”


 


		c.	Effective
on June 1, 2021, Section 13 “Administrative Fee” of the June 1, 2021 Agreement is deleted in its entirety and replaced
with the following:



 


“13.     Administrative
Fee: The Principal Surety shall pay EVEREST an administrative fee of: (i) Sixty Thousand Dollars
($60,000) per annum (the “Flat Fee Portion”), and; (ii) four percent (4.00%) of every dollar of premium in excess
of One Million Dollars ($1,000,000) on any and all Principal Surety-issued bond business effective on or after June 1, 2021
with EVEREST on which EVEREST provides Subsurety Support (the “Variable Fee Portion”).


 


The
Flat Fee Portion of the administrative fee is payable to EVEREST within thirty (30) calendar days of June 1, 2021, and on each
June 1 thereafter that this June 1, 2021 Agreement remains in force.


 


The
Variable Fee Portion of the administrative fee is payable to EVEREST within thirty (30) calendar days of June 1, 2022, and on
each June 1 thereafter that this June 1, 2021 Agreement remains in force.”


 


		2.	Miscellaneous.



 


		a.	Governing
Law. This Amendment shall be construed in
accordance with and governed by the substantive laws of New Jersey, excluding New Jersey choice of law and conflict of laws principles.



 





 



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		b.	Effect
of this Amendment. Except as expressly amended
by this Amendment, none of the provisions, conditions, representations, warranties, obligations, covenants or agreements contained
in the June 1, 2021 Agreement, and none of the rights remedies or obligations thereunder of the parties thereto are being hereby
amended, modified or waived in any respect. This Amendment is not intended to constitute, nor does it constitute, an interruption,
suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the security interests, liabilities,
expenses or obligations under the June 1, 2021 Agreement, or the collateral required by the June 1, 2021 Agreement. This Amendment
is not intended to amend, and does not amend, any term or condition of the Reinsurance Contract.



 


		c.	Modifications.
No provision of this Amendment may be modified or supplemented except by a written agreement executed by each of the parties hereto.



 


		d.	Multiple
Counterparts. This Amendment may be entered
into in the form of two or more counterparts, each executed by one or more of the parties, and provided all parties shall so execute
this Amendment, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken
together, they shall constitute one instrument.



 


[Signature
Pages Follow]


 




 



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No. 1 to the June 1, 2021 Subsuretyship, Power of Attorney, and Indemnification Agreement 




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IN
WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Amendment as of the dates recorded
below:


 


	EVEREST
    REINSURANCE COMPANY	 	 
	 	 	 
	/s/
    Robert Cristiano	 	 
	Authorized
    EVEREST signature	 	 
	 	 	 
	 	 	 
	Robert
    Cristiano	 	 
	 	 	 
	Vice
    President	 	 
	Title	 	 
	 	 	 
	[***]	 	 
	Business
    Telephone	 	 
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	 


 


	HOUSTON
    SPECIALTY INSURANCE COMPANY	 	IMPERIUM
    INSURANCE COMPANY
	 	 	 
	Chase
    Clark	 	Chase
    Clark
	Name	 	Name
	 	 	 
	VP
    - Ceded Re	 	VP
    - Ceded Re
	Title	 	Title
	 	 	 
	[***]	 	[***]
	Business
    Telephone	 	Business
    Telephone
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	Business
    Facsimile Number
	 	 	 
	/s/
    Chase Clark	 	/s/
    Chase Clark


 





 



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	GREAT
    MIDWEST INSURANCE COMPANY	 	OKLAHOMA
    SPECIALTY INSURANCE COMPANY
	 	 	 
	Chase
    Clark	 	Chase
    Clark
	Name	 	Name
	 	 	 
	VP
    - Ceded Re	 	VP
    - Ceded Re
	Title	 	Title
	 	 	 
	[***]	 	[***]
	Business
    Telephone	 	Business
    Telephone
	 	 	 
	 	 	 
	Business
    Facsimile Number	 	Business
    Facsimile Number
	 	 	 
	/s/
    Chase Clark	 	/s/
    Chase Clark



 




 



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