Form 26-10-0426 (Ed. 2/98)

PREMIUM BILL

Insured: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & 

SUBSIDIARIES 

Date: 12/08/2021

Producer: ARC EXCESS & SURPLUS LLC

113 SOUTH SERVICE ROAD

JERICHO, NY 11753-0000

Company: Federal Insurance Company

THIS BILLING IS TO BE ATTACHED TO AND FORM A PART OF THE POLICY REFERENCED BELOW.

Policy Number: 8262-4874

Policy Period: October 30, 2021 to October 30, 2022

NOTE: PLEASE RETURN THIS BILL WITH REMITTANCE AND NOTE HEREON ANY CHANGES. BILL WILL BE 

RECEIPTED AND RETURNED TO YOU PROMPTLY UPON REQUEST.

PLEASE REMIT TO PRODUCER INDICATED ABOVE. PLEASE REFER TO 8262-4874

Product Effective Date Premium

FFP30 10/30/21 $50,071.00 

TOTAL POLICY PREMIUM $50,071.00 

TOTAL INSTALLMENT PREMIUM DUE $50,071.00 

Trustee_Akerman_010036

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Exhibit B Page 1 of 104
10-02-1281 (Ed. 03/2015)

POLICYHOLDER 

DISCLOSURE NOTICE OF

TERRORISM INSURANCE COVERAGE 

(for policies with no terrorism exclusion or sublimit) 

Insuring Company: Federal Insurance Company

You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), this

policy makes available to you insurance for losses arising out of certain acts of terrorism. 

Terrorism is defined as any act certified by the Secretary of the Treasury of the United 

States, to be an act of terrorism; to be a violent act or an act that is dangerous to human

life, property or infrastructure; to have resulted in damage within the United States, 

or outside the United States in the case of an air carrier or vessel or the premises of a 

United States Mission; and to have been committed by an individual or individuals as part 

of an effort to coerce the civilian population of the United States or to influence the policy

or affect the conduct of the United States Government by coercion.

You should know that the insurance provided by your policy for losses caused by acts of 

terrorism is partially reimbursed by the United States under the formula set forth in the 

Act. Under this formula, the United States pays 85% of covered terrorism losses that 

exceed the statutorily established deductible to be paid by the insurance company 

providing the coverage. Beginning in 2016, the Federal share will be reduced by 1% per 

year until it reaches 80%, where it will remain.

However, if aggregate insured losses attributable to terrorist acts certified under the Act 

exceed $100 billion in a calendar year, the Treasury shall not make any payment for

any portion of the amount of such losses that exceeds $100 billion.

Trustee_Akerman_010037

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Exhibit B Page 2 of 104
10-02-1281 (Ed. 03/2015)

If aggregate insured losses attributable to terrorist acts certified under the Act exceed

$100 billion in a calendar year and we have met our insurer deductible under the Act,

we shall not be liable for the payment of any portion of the amount of such losses that

exceeds $100 billion, and in such case insured losses up to that amount are subject to

pro rata allocation in accordance with procedures established by the Secretary of the

Treasury.

The portion of your policy’s annual premium that is attributable to insurance for such acts 

of terrorism is: $ -0-.

If you have any questions about this notice, please contact your agent or broker.

Trustee_Akerman_010038

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Exhibit B Page 3 of 104
10-02-1295 (ed. 6/2007)

IMPORTANT NOTICE TO POLICYHOLDERS

Insuring Company: Federal Insurance Company

All of the members of the Chubb Group of Insurance companies doing business in the United States 

(hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents (“producers”). Detailed 

information regarding the types of compensation paid by Chubb to producers on US insurance transactions is 

available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1-

866-588-9478. Additional information may be available from your producer.

Thank you for choosing Chubb.

Trustee_Akerman_010039

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Exhibit B Page 4 of 104
14-02-23030 (05/2018) Page 1 of 2

Notice of Loss Control Services

Insuring Company: Federal Insurance Company

As a Chubb policyholder, you have loss prevention information and/or services available to you, as 

listed in this Notice. You may order any brochure by email to formsordering@chubb.com and to view 

our full suite of loss prevention brochures/services go to www.chubb.com/us/fl-lossprevention

Directors and Officers (D&O) Liability Loss Prevention Services

• Directors and Officers Liability Loss Prevention Manuals:

Directors and Officers Liability Loss Preventions – #14-01-0035

Directors and Officers Securities Litigation Loss Preventions – #14-01-0448

Director Liability Loss Prevention in Mergers and Acquisitions – #14-01-1099

Directors and Officers Liability Loss Prevention for Not-for-Profit- -#14-01-0036

Cyber Loss Mitigation for Directors -#14-01-1199

Employment Practices Liability (EPL) Loss Prevention Services

• Toll-free Hot Line

Have a question on how to handle an employment situation? Simply call 1.888.249.8425 to access 

the nationally known employment law firm of Jackson Lewis P.C. We offer customers an unlimited 

number of calls to the hot line at no additional charge.

• ChubbWorks.com

ChubbWorks.com is a web-based platform that offers multiple services including overviews of 

employment laws, sample employment policies and procedures, and on-line training. To gain 

immediate access to ChubbWorks go to www.chubbworks.com and register using your policy 

number.

• Employment Practices Loss Prevention Guidelines Manual

Employment Practices Loss Prevention Guidelines - #14-01-0061

• Loss Prevention Consultant Services 

Chubb has developed a network of more than 120 law firms, human resources consulting firms, and 

labor economist/statistical firms that offer specialized services for employment issues.

• Public Company EPL Customers

Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for 

Chubb this manual provides an overview of key employment issues faced by for-profit companies 

and offers proactive idea for avoiding employment lawsuits.

• Private Company EPL Customers

Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for 

Chubb this manual provides an overview of key employment issues for –profit companies and offers 

proactive idea for avoiding employment lawsuits.

Trustee_Akerman_010040

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Exhibit B Page 5 of 104
14-02-23030 (05/2018) Page 2 of 2

Fiduciary Liability Loss Prevention Services

• Fiduciary Liability Loss Prevention Manual

Who May Sue You and Why: How to Reduce Your ERISA Risks and the Role of Fiduciary 

Liability Insurance #14-01-1019

Crime Loss Prevention Services

• Crime/Kidnap, Ransom & Extortion Loss Prevention Manual

Preventing Fraud: How Anonymous Hotlines Can Help #14-01-1090

Cyber Security Loss Prevention Services

Visit: https://www2.chubb.com/us-en/business-insurance/cyber-security.aspx to learn more 

about Chubb’s Cyber Services for our policyholders.

Health Care Directors and Officers (D&O) Liability Loss Prevention Services

• Readings in Health Care Governance Manual

Readings in Health Care Governance -#14-01-0788

• ChubbWorks.com

ChubbWorks.com for Health Care Organizations – The Health Care Zone is a free online 

resource containing health care specific loss prevention information for employment practices 

liability, directors and officers (D&O) liability, and fiduciary liability exposures. To gain 

immediate access to ChubbWorks go to www.chubbworks.com and register using your policy 

number.

• Health Care D&O Loss Prevention Consultant Services 

Health Care D& O Loss Prevention Consultant Services- #14-01-1164

--------------------

The services provided are advisory in nature. While this program is offered as a resource in 

developing or maintaining a loss prevention program, you should consult competent legal counsel 

to design and implement your own program. No liability is assumed by reason of the services, 

access or information provided. All services are subject to change without notice.

Trustee_Akerman_010041

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Exhibit B Page 6 of 104
Texas Notice

Information and Complaints

99-10-0299 (05/20) Page 1 of 2

Have a complaint or need help?

If you have a problem with a claim or your premium, call your insurance company or HMO first. If you can't work 

out the issue, the Texas Department of Insurance may be able to help.

Even if you file a complaint with the Texas Department of Insurance, you should also file a complaint or appeal 

through your insurance company or HMO. If you don't, you may lose your right to appeal.

Chubb

To get information or file a complaint with your insurance company or HMO:

Call: Chubb at 1-800-352-4462

Email: ChubbUSCustomerServices@chubb.com

Mail: Chubb Customer Services, PO Box 1000, Philadelphia, PA 19106-3703

The Texas Department of Insurance

To get help with an insurance question or file a complaint with the state: 

Call with a question: 1-800-252-3439

File a complaint: www.tdi.texas.gov

Email: ConsumerProtection@tdi.texas.gov

Mail: MC 111-1A, P.O. Box 149091, Austin, TX 78714-9091

¿Tiene una queja o necesita ayuda?

Si tiene un problema con una reclamación o con su prima de seguro, llame primero a su compañía de seguros o 

HMO. Si no puede resolver el problema, es posible que el Departamento de Seguros de Texas (Texas 

Department of Insurance, por su nombre en inglés) pueda ayudar.

Aun si usted presenta una queja ante el Departamento de Seguros de Texas, también debe presentar una queja 

a través del proceso de quejas o de apelaciones de su compañía de seguros o HMO. Si no lo hace, podría 

perder su derecho para apelar.

Chubb

Para obtener información o para presentar una queja ante su compañía de seguros o

HMO:

Llame a: Chubb al 1-800-352-4462

Correo electrónico: ChubbUSCustomerServices@chubb.com

Dirección postal: Chubb Customer Services, PO Box 1000, Philadelphia, PA 19106-3703

Trustee_Akerman_010042

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Exhibit B Page 7 of 104
Texas Notice

Information and Complaints

99-10-0299 (05/20) Page 2 of 2

El Departamento de Seguros de Texas

Para obtener ayuda con una pregunta relacionada con los seguros o para presentar una queja ante el estado:

Llame con sus preguntas al: 1-800-252-3439

Presente una queja en: www.tdi.texas.gov

Correo electrónico: ConsumerProtection@tdi.texas.gov

Dirección postal: MC 111-1A, P.O. Box 149091, Austin, TX 78714-9091

Trustee_Akerman_010043

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Exhibit B Page 8 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

General Terms and Conditions

14-02-17270D (11/2010) 1 of 2

GTC DECLARATIONS FEDERAL INSURANCE COMPANY

A stock insurance company, incorporated under the laws of 

Indiana, herein called the Company

Capital Center, 251 North Illinois, Suite 1100

Indianapolis, IN 46204-1927

Policy Number: 8262-4874

NOTICE: THE LIABILITY COVERAGE PARTS PROVIDE CLAIMS-MADE COVERAGE, WHICH APPLIES ONLY TO 

"CLAIMS" FIRST MADE DURING THE "POLICY PERIOD", OR ANY APPLICABLE EXTENDED REPORTING 

PERIOD. THE LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE 

EXHAUSTED BY "DEFENSE COSTS", AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE RETENTION. IN 

NO EVENT WILL THE COMPANY BE LIABLE FOR "DEFENSE COSTS" OR THE AMOUNT OF ANY JUDGMENT OR 

SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. READ THE ENTIRE POLICY CAREFULLY.

Item 1. Parent Organization: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & 

SUBSIDIARIES 

Principal Address: 2801 Network Blvd, Suite 300

Frisco, TX 75034

Item 2. Policy Period:

(A) From: October 30, 2021

(B) To: October 30, 2022

At 12:01 AM local time at the address shown in Item 1.

Item 3. A Combined Maximum Aggregate Limit of Liability applies: 

Yes X No

The Combined Maximum Aggregate Limit of Liability for all Claims under all Liability Coverage Parts

shall be:

Not Applicable

Item 4. Coverage applicable to this Policy:

X Directors & Officers and Entity Liability Coverage Part

Employment Practices Liability Coverage Part

X Fiduciary Liability Coverage Part

Miscellaneous Professional Liability Coverage Part

Employed Lawyers Liability Coverage Part

CyberSecurity Coverage Part

X Crime Coverage Part

CHUBE

Trustee_Akerman_010044

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Exhibit B Page 9 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

General Terms and Conditions

14-02-17270D (11/2010) 2 of 2

Kidnap Ransom and Extortion Coverage Part

Workplace Violence Expense Coverage Part

Item 5. Extended Reporting Period:

(A) Additional Period: Not Applicable

(B) Additional Premium: Not Applicable % of Annual Premium

In witness whereof, the Company issuing this Policy has caused this Policy to be signed by its authorized officers, but it 

shall not be valid unless also signed by a duly authorized representative of the Company.

FEDERAL INSURANCE COMPANY

Secretary President

12/08/2021

Date Authorized Representative

CHUBE

BA

Trustee_Akerman_010045

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Exhibit B Page 10 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

General Terms and Conditions

14-02-17270 (12/2010) Page 1 of 7

In consideration of payment of the premium and subject to the Declarations and the limitations, conditions, 

provisions and other terms of this Policy, the Company and the Insureds agree as follows:

I. TERMS AND CONDITIONS

Except for these General Terms and Conditions or unless stated to the contrary in any Coverage Part, the terms 

and conditions of each Coverage Part apply only to that Coverage Part. If any provision in these General Terms 

and Conditions is inconsistent or in conflict with the terms and conditions of any Coverage Part, the terms and 

conditions of such Coverage Part shall control for purposes of that Coverage Part. All references to "Section", 

"Subsection", "Paragraph" or "Subparagraph" in these General Terms and Conditions shall apply only to these 

General Terms and Conditions, unless otherwise stated. All references to "Section", "Subsection", "Paragraph" or 

"Subparagraph" in a Coverage Part, shall apply only to such Coverage Part, unless otherwise stated.

II. DEFINITIONS

Anniversary Date means the date and time exactly one (1) year after the date and time set forth in Item 2(A), 

Policy Period, of the GTC Declarations and each succeeding date and time exactly one (1) year after the previous 

Anniversary Date.

Claim shall have the meaning ascribed to that term in each applicable Coverage Part.

Coverage Event means the event or loss which must occur or be sustained or discovered, in order to invoke 

coverage under each Non-Liability Coverage Part.

Defense Costs shall have the meaning ascribed to that term in each applicable Coverage Part.

Expense shall have the meaning ascribed to that term in each applicable Coverage Part.

Insured shall have the meaning ascribed to that term in each applicable Coverage Part.

Insured Person shall have the meaning ascribed to that term in each applicable Coverage Part.

Liability Coverage Part means: 

(A) the Directors & Officers and Entity Liability, Employment Practices Liability, Fiduciary Liability, Employed 

Lawyers Liability and Miscellaneous Professional Liability Coverage Parts; and

(B) Insuring Clause (A), Cyber Liability Coverage, of the CyberSecurity Coverage Part,

if purchased as set forth in Item 4, Coverage applicable to this Policy, of the GTC Declarations.

Loss shall have the meaning ascribed to that term in each applicable Coverage Part.

Non-Liability Coverage Part means:

(A) the Crime, Kidnap Ransom and Extortion and Workplace Violence Expense Coverage Parts; and

(B) Insuring Clauses (B), Privacy Notification and Crisis Management Expenses Coverage; (C), Reward 

Expenses Coverage; (D), E-Business Interruption and Extra Expenses Coverage; (E), E-Threat Expenses 

Coverage and (F), E-Vandalism Expenses Coverage, of the CyberSecurity Coverage Part,

if purchased as set forth in Item 4, Coverage applicable to this Policy, of the GTC Declarations.

Organization means the Parent Organization and any Subsidiary. Organization shall also mean any such 

entity as a debtor in possession under United States bankruptcy law or the equivalent of a debtor in possession 

under the law of any other country.

Parent Organization means the entity named in Item 1 of the GTC Declarations.

CHUBE

Trustee_Akerman_010046

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Exhibit B Page 11 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

General Terms and Conditions

14-02-17270 (12/2010) Page 2 of 7

Policy Period means the period of time set forth in Item 2 of the GTC Declarations, subject to any prior 

termination in accordance with Section X, Termination of Policy.

Policy Year means the period, within the Policy Period, from the date and time set forth in Item 2(A), Policy 

Period, of the GTC Declarations to the first Anniversary Date, or the period from an Anniversary Date to its next 

succeeding Anniversary Date, subject to any prior termination in accordance with Section X, Termination of 

Policy.

Potential Claim shall have the meaning ascribed to that term in each applicable Coverage Part.

Related Claims means all Claims for Wrongful Acts based upon, arising from, or in consequence of the same 

or related facts, circumstances, situations, transactions or events or the same or related series of facts, 

circumstances, situations, transactions or events.

Securityholder Derivative Demand Evaluation Costs shall have the meaning ascribed to that term in each 

applicable Coverage Part.

Subsidiary means:

(A) any entity while more than fifty percent (50%) of the outstanding securities representing the present right 

to vote for election of or to appoint directors, trustees, managers, members of the Board of Managers or 

equivalent positions of such entity are owned, or controlled, by the Parent Organization, directly or 

through one or more Subsidiaries;

(B) any entity while: 

(1) exactly fifty percent (50%) of the voting rights representing the present right to vote for election of 

or to appoint directors, trustees, managers, members of the Board of Managers or equivalent 

positions of such entity are owned, or controlled, by the Parent Organization, directly or through 

one or more Subsidiaries; and 

(2) the Parent Organization, pursuant to a written contract with the owners of the remaining and 

outstanding voting stock of such entity, solely controls the management and operation of such 

entity; or

(C) any foundation, charitable trust or political action committee while such entity is controlled by the Parent 

Organization.

Voluntary Program Loss shall have the meaning ascribed to that term in each applicable Coverage Part.

Voluntary Program Notice shall have the meaning ascribed to that term in each applicable Coverage Part.

Wrongful Act shall have the meaning ascribed to that term in each applicable Coverage Part.

III. LIMIT OF LIABILITY

(A) With respect to the Liability Coverage Parts:

(1) If the Combined Maximum Aggregate Limit of Liability set forth in Item 3 of the GTC Declarations 

is elected, the amount stated in such Item 3 shall be the maximum aggregate limit of liability of 

the Company for all Loss, Voluntary Program Loss and Securityholder Derivative Demand 

Evaluation Costs during each Policy Year under all Liability Coverage Parts combined. 

However, any Loss, Voluntary Program Loss or Securityholder Derivative Demand 

Evaluation Costs paid under any Liability Coverage Part shall not exceed the Maximum 

Aggregate Limit of Liability set forth in Item 2 of the Declarations of such Coverage Part.

(2) If the Combined Maximum Aggregate Limit of Liability set forth in Item 3 of the GTC Declarations 

is not elected, the maximum aggregate limit of liability of the Company for all Loss, Voluntary 

Program Loss, and Securityholder Derivative Demand Evaluation Costs during each Policy 

Year under each Liability Coverage Part shall be the Maximum Aggregate Limit of Liability set 

forth in Item 2 of the Declarations for each Liability Coverage Part.

CHUBE

Trustee_Akerman_010047

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Exhibit B Page 12 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

General Terms and Conditions

14-02-17270 (12/2010) Page 3 of 7

(3) Defense Costs are part of, and not in addition to, the Maximum Aggregate Limit of Liability set 

forth in Item 2 of the Declarations of each Liability Coverage Part and payment by the Company 

of Defense Costs shall reduce and may exhaust such Limits of Liability.

(B) With respect to the Non-Liability Coverage Parts, the Company’s maximum liability shall be the Limits of 

Liability set forth in the Declarations of each Non-Liability Coverage Part. 

IV. RELATED CLAIMS

With respect to the Liability Coverage Parts:

(A) All Related Claims shall be deemed a single Claim made in the Policy Year in which the earliest of such 

Related Claims was first made or first deemed to have been made in accordance with the Reporting 

section of the applicable Liability Coverage Part (the “Earliest Related Claim”).

(B) All Related Claims shall be subject to the same Retention and Limits of Liability applicable to the Earliest 

Related Claim.

V. EXTENDED REPORTING PERIOD

With respect to the Liability Coverage Parts:

(A) If this Policy does not renew or otherwise terminates for a reason other than for failure to pay premium 

(each a “Termination of Coverage”), then an Insured shall have the right to purchase an Extended 

Reporting Period for the Additional Period and Additional Premium set forth in Item 5 of the GTC 

Declarations.

(B) In the event of a Termination of Coverage and upon request from an Insured, the Company shall, in its 

sole discretion, provide a quote for Additional Periods other than as set forth in Item 5, Extended 

Reporting Period, of the GTC Declarations. Any such additional quote offered shall be subject to such 

Additional Premium as the Company may require.

(C) The offer of renewal terms and conditions or premiums different from those in effect prior to renewal shall 

not constitute refusal to renew.

(D) This right to purchase an Extended Reporting Period shall lapse unless written notice of election to 

purchase the Extended Reporting Period, together with payment of the applicable Additional Premium, is 

received by the Company within sixty (60) days after the effective date of the Termination of Coverage.

(E) If an Extended Reporting Period is purchased, then coverage otherwise afforded by this Policy shall be 

extended to apply to Claims: (1) first made during such Extended Reporting Period; and (2) reported to 

the Company pursuant to the Reporting section of the applicable Coverage Part, but only to the extent 

such Claims are for Wrongful Acts before the effective date of such Termination of Coverage or the date 

of any conversion of coverage described in Section VI, Changes in Exposure, whichever is earlier. Any 

Claim made during the Extended Reporting Period shall be deemed to have been made during the 

Policy Year immediately preceding the Extended Reporting Period.

(F) The entire premium for the Extended Reporting Period shall be deemed fully earned at the inception of 

such Extended Reporting Period.

(G) The limit of liability for the Extended Reporting Period is part of and not in addition to any maximum 

aggregate limit of liability for the Policy Year immediately preceding the Extended Reporting Period.

CHUBE

Trustee_Akerman_010048

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Exhibit B Page 13 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

General Terms and Conditions

14-02-17270 (12/2010) Page 4 of 7

VI. CHANGES IN EXPOSURE

(A) Acquisition of Another Organization

(1) If before or during the Policy Period an Organization acquires voting rights in another entity 

such that the acquired entity becomes a Subsidiary,

(2) then coverage shall be provided for such Subsidiary and its Insureds with respect to any:

(a) Liability Coverage Part, solely for Claims for Wrongful Acts after such acquisition; or

(b) Non-Liability Coverage Part, solely after the effective date of such acquisition subject to 

the Liability for Prior Losses section of such Non-Liability Coverage Part.

(B) Cessation of Subsidiaries

(1) If before or during the Policy Period an Organization ceases to be a Subsidiary,

(2) then with respect to any:

(a) Liability Coverage Part, coverage for such Subsidiary and its Insureds shall continue 

until termination of this Policy in accordance with Section VI(C), Conversion of Coverage 

Under Certain Circumstances, or Section X, Termination of Policy, whichever occurs first, 

but only for Claims for Wrongful Acts while such Organization was a Subsidiary; or

(b) Non-Liability Coverage Part, such Subsidiary and its Insureds shall cease to be 

Insureds as of the effective date of such cessation and coverage under this Policy shall 

apply as provided in such Non-Liability Coverage Part.

(C) Conversion of Coverage Under Certain Circumstances

(1) If during the Policy Period any of the following events occur:

(a) another entity, person or group of entities or persons acting in concert, acquires more 

than fifty percent (50%) of the outstanding securities representing the present right to 

vote for the election of directors, trustees, members of the Board of Managers or 

management committee members of the Parent Organization;

(b) the acquisition of all or substantially all of the Parent Organization’s assets, by another 

entity, person or group of entities or persons acting in concert, or the merger of the 

Parent Organization into or with another entity such that the Parent Organization is not 

the surviving entity; or

(c) the Parent Organization emerges from bankruptcy as of the effective date stated in the 

plan of reorganization,

(2) then:

(a) any applicable coverage under this Policy with respect to:

(i) any Liability Coverage Part, shall continue until the expiration of the current 

Policy Period, solely for Claims for Wrongful Acts prior to such event; 

(ii) the Crime Coverage Part, shall terminate subject to Exclusions III(C), Loss 

Sustained Option, or III(D), Loss Discovered Option, of such Coverage Part; 

(iii) the Kidnap Ransom and Extortion Coverage Part, shall terminate subject to 

Exclusion III(A)(9), Notice, of such Coverage Part; 

(iv) the Workplace Violence Coverage Part, shall terminate subject to Exclusion III(E) 

Notice, of such Coverage Part; or

(v) Insuring Clauses (B), Privacy Notification and Crisis Management Expenses 

Coverage; (C), Reward Expenses Coverage; (D), E-Business Interruption and 

CHUBE

Trustee_Akerman_010049

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Exhibit B Page 14 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

General Terms and Conditions

14-02-17270 (12/2010) Page 5 of 7

Extra Expenses Coverage; (E), E-Threat Expenses Coverage and (F), EVandalism Expenses Coverage, of the CyberSecurity Coverage Part, shall 

continue until the expiration of the current Policy Period solely for Expense first 

incurred prior to such event;

(b) the Parent Organization shall give written notice of such event to the Company as soon 

as practicable together with such information as the Company may require; and 

(c) the entire premium for this Policy shall be deemed fully earned as of the effective date of 

such event.

VII. SPOUSES, DOMESTIC PARTNERS, ESTATES AND LEGAL REPRESENTATIVES

With respect to the Liability Coverage Parts, coverage under this Policy shall extend to Claims for Wrongful 

Acts of an Insured Person made against:

(A) the lawful spouse or domestic partner of such Insured Person solely by reason of such spouse or 

domestic partner’s status as a spouse or domestic partner, or such spouse or domestic partner’s 

ownership interest in property which the claimant seeks as recovery for an alleged Wrongful Act of such 

Insured Person; or

(B) the estate, heirs, legal representatives or assigns of such Insured Person if such Insured Person is 

deceased, or the legal representatives or assigns of such Insured Person if such Insured Person is 

legally incompetent, insolvent or bankrupt, 

provided that no coverage afforded by this Section VII shall apply with respect to any loss arising from an act, 

error or omission by an Insured Person’s spouse, domestic partner, estate, heirs, legal representatives or 

assigns.

VIII. SUBROGATION

In the event of any payment under this Policy, the Company shall be subrogated to the extent of such payment to 

all of the Insureds’ rights of recovery. As a condition precedent to the Company’s payment under this Policy, the 

Insureds agree to execute all papers required and shall take all reasonable actions to secure and preserve such 

rights, including the execution of such documents necessary to enable the Company to effectively bring suit or 

otherwise pursue subrogation rights in the name of the Insureds.

IX. NOTICE 

(A) Notice to the Company of any Claim, Potential Claim, Voluntary Program Notice or circumstances 

under any Liability Coverage Part, or any Coverage Event under any Non-Liability Coverage Part, 

shall be deemed notice under the Policy in its entirety.

(B) All notices to the Company under this Policy of any Claim, Potential Claim, Voluntary Program Notice

or circumstances under any Liability Coverage Part, or any Coverage Event under any Non-Liability 

Coverage Part, shall be given in writing to one of the following addresses:

(1) specialtyclaims@chubb.com; or

(2) Attn: Claims Department

Chubb Group of Insurance Companies

82 Hopmeadow St.

Simsbury, CT 06070-7683

CHUBE

Trustee_Akerman_010050

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Exhibit B Page 15 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

General Terms and Conditions

14-02-17270 (12/2010) Page 6 of 7

(C) All other notices to the Company under this Policy shall be given in writing addressed to:

Attn: Chubb Underwriting Department

Chubb Group of Insurance Companies

202B Hall’s Mill Road

Whitehouse Station, NJ 08889

(D) Any notice described above shall be effective on the date of receipt by the Company.

X. TERMINATION OF POLICY

(A) This Policy shall terminate at the earliest of the following times:

(1) upon receipt by the Company of written notice of termination from the Parent Organization, 

provided that this Policy may not be terminated by the Parent Organization after the effective 

date of any event described in Section VI(C), Conversion of Coverage Under Certain 

Circumstances;

(2) upon expiration of the Policy Period set forth in Item 2 of the GTC Declarations;

(3) twenty (20) days after receipt by the Parent Organization of a written notice of termination from 

the Company based upon nonpayment of premium, unless the premium is paid within such 

twenty (20) day period; or

(4) at such other time as may be agreed upon by the Company and the Parent Organization.

(B) The Company shall refund the unearned premium computed at customary short rates if this Policy is 

terminated by the Parent Organization. Under any other circumstances the refund shall be computed 

pro rata. Payment or tender of any unearned premium by the Company shall not be a condition 

precedent to the effectiveness of such termination, but such payment shall be made as soon as 

practicable.

XI. BANKRUPTCY

Bankruptcy or insolvency of an Insured shall not relieve the Company of its obligations nor deprive the Company 

of its rights or defenses under this Policy.

XII. COORDINATION OF COVERAGE

Any Loss covered under more than one Liability Coverage Part shall be first covered under the CyberSecurity 

Coverage Part, if applicable, subject to its terms, conditions and limitations. Any remaining portion of such Loss

which is not paid under the CyberSecurity Coverage Part shall then be covered under the Employment Practices 

Coverage Part, if applicable, subject to its terms, conditions and limitations. Any remaining portion of such Loss

otherwise covered under any other applicable Liability Coverage Part which is not paid under the CyberSecurity 

or Employment Practices Liability Coverage Parts shall be covered under such other Liability Coverage Part, 

subject to the terms, conditions and limitations of such Liability Coverage Part. 

Any loss covered under the CyberSecurity Coverage Part and the Kidnap Ransom and Extortion Coverage Part 

shall be first covered under the Kidnap Ransom and Extortion Coverage Part, subject to its terms, conditions and 

limitations. Any remaining portion of such loss otherwise covered under the CyberSecurity Coverage Part which 

is not paid under the Kidnap Ransom and Extortion Coverage Part shall be covered under the CyberSecurity 

Coverage Part, subject to its terms, conditions and limitations.

CHUBE

Trustee_Akerman_010051

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Exhibit B Page 16 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

General Terms and Conditions

14-02-17270 (12/2010) Page 7 of 7

XIII. VALUATION AND FOREIGN CURRENCY

All premiums, limits, retentions, loss and other amounts under this Policy are expressed and payable in the 

currency of the United States of America. Except as otherwise provided in this Policy, if a judgment is rendered, a 

settlement is denominated or any element of loss under this Policy is stated in a currency other than United 

States of America dollars, payment under this Policy shall be made in United States of America dollars at the rate 

of exchange published in The Wall Street Journal on the date the judgment becomes final, the amount of the 

settlement is agreed upon or any element of loss is due, respectively.

XIV. ACTION AGAINST THE COMPANY

No action may be taken against the Company unless, as a condition precedent thereto, there shall have been full 

compliance with all the terms of this Policy. No person or entity shall have any right under this Policy to join the 

Company as a party to any action against any Insured to determine such Insured’s liability nor shall the 

Company be impleaded by such Insured or legal representatives of such Insured.

XV. ROLE OF PARENT ORGANIZATION

By acceptance of this Policy, the Parent Organization agrees that it shall be considered the sole agent of, and 

shall act on behalf of, each Insured with respect to: (A) the payment of premiums and the receiving of any return 

premiums that may become due under this policy; (B) the negotiation, agreement to and acceptance of 

endorsements; and (C) the giving or receiving of any notice provided for in this Policy (except the giving of notice 

to apply for an Extended Reporting Period as provided in Section V, Extended Reporting Period, the giving of 

notice as provided in Section VIII, Proof of Loss and Legal Proceedings, of the CyberSecurity Coverage Part and 

the giving of notice of Claim, Potential Claim, Voluntary Program Notice or circumstances as provided in the 

Reporting section of the applicable Liability Coverage Part). Each Insured agrees that the Parent 

Organization shall act on its behalf with respect to all such matters.

XVI. ALTERATION AND ASSIGNMENT

No change in, modification of, or assignment of interest under this Policy shall be effective except when made by 

written endorsement to this Policy which is signed by an authorized representative of Chubb, a division of Federal 

Insurance Company.

XVII. TERRITORY

This Policy shall apply anywhere in the world.

XVIII. HEADINGS

The descriptions in the headings and subheadings of this Policy are solely for convenience and form no part of 

the terms and conditions of coverage.

XIX. COMPLIANCE WITH TRADE SANCTIONS

This insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations 

prohibit the Company from providing insurance.

CHUBE

Trustee_Akerman_010052

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Exhibit B Page 17 of 104
Schedule of Forms

To be attached to and form part of Company: Federal Insurance Company

Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

Form 14-02-0854 (Ed. 04-01)

ForeFront Portfolio 3 0 General Terms and Conditions Policy

14-02-17865 (1/11 ed.)

14-02-22096 (6/16 ed.)

14-02-22785 (6/17 ed.)

14-02-22814 (12/17 ed.)

ALL-4Y30G (5/20 ed.)

ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

14-02-17866 (1/11 ed.)

14-02-18055 (11/11 ed.)

14-02-18074 (5/11 ed.)

14-02-18527 (11/11 ed.)

14-02-19167 (2/12 ed.)

14-02-19646 (2/13 ed.)

14-02-21084 (3/14 ed.)

14-02-21391 (4/18 ed.)

14-02-21994 (9/16 ed.)

14-02-22019 (4/16 ed.)

14-02-22050 (5/16 ed.)

14-02-22215 (1/17 ed.)

14-02-22845 (9/17 ed.)

ForeFront Portfolio 3.0 Fiduciary Liability Coverage Part Federal

14-02-17300 (12/10 ed.)

14-02-17301 (1/11 ed.)

14-02-17868 (1/11 ed.)

14-02-18106 (6/11 ed.)

ForeFront Portfolio 3.0 Crime Coverage Part Federal

14-02-17872 (1/11 ed.)

14-02-18107 (5/11 ed.)

14-02-19628 (8/14 ed.)

ALL-317454 (3/21 ed.)

Trustee_Akerman_010053

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Exhibit B Page 18 of 104
Schedule of Forms

To be attached to and form part of Company: Federal Insurance Company

Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

Form 14-02-0854 (Ed. 04-01)

FL-261169 (7/18 ed.)

PF-271128 (1/19 ed.)

Trustee_Akerman_010054

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Exhibit B Page 19 of 104
14-02-17865 (01/2011) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 General Terms and Conditions Policy

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 1

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

TEXAS AMENDATORY ENDORSEMENT

TO THE GENERAL TERMS AND CONDITIONS

In consideration of the premium charged, it is agreed that:

(1) Section V, Extended Reporting Period, is amended by adding the following parenthetical immediately 

after the term “Additional Period”: 

“(which period shall be one (1) year or such other period as the Parent Organization and the 

Company agree upon)”

(2) In addition to the extension of coverage offered in Section V, Extended Reporting Period, the Parent 

Organization shall have the right to an automatic extended reporting period of thirty (30) days in 

which to report Claims for Wrongful Acts committed, attempted or allegedly committed or attempted 

before the earlier of the effective date of termination or nonrenewal, or with respect to an Extended 

Reporting Period purchased after an event described in Subsection (C) of Section VI, Conversion of 

Coverage Under Certain Circumstances, the effective date of such merger, consolidation, acquisition, 

or emergence from bankruptcy. The extension of coverage described in Section V, Extended 

Reporting Period, if purchased, shall begin after the expiration of the automatic extended reporting 

period described above and Section V shall be deemed amended to the extent necessary to comply 

with this paragraph.

(3) This policy shall not be non-renewed based solely on the fact that the policyholder is an elected 

official.

The Policy will be deemed to have been amended to the extent necessary to effect the purposes of this 

Amendatory Endorsement.

The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence 

over any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent 

with or contrary to the provisions of this Amendatory Endorsement, unless such Policy or endorsement 

provisions comply with the applicable insurance laws of the state of Texas.

Trustee_Akerman_010055

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Exhibit B Page 20 of 104
14-02-17865 (01/2011) Page 2

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms 

and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

O_M@

Trustee_Akerman_010056

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Exhibit B Page 21 of 104
14-02-22096 (06/2016) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 General Terms and Conditions Policy

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 2

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

STATE AMENDATORY INCONSISTENCY ENDORSEMENT

In consideration of the premium charged, it is agreed that the following Section is added as follows:

STATE AMENDATORY INCONSISTENCY

In the event there is an inconsistency between a state amendatory endorsement attached 

to this Policy and any other term and condition of this Policy, the Company shall apply 

where permitted by law, those terms and conditions of either the amendatory 

endorsement or the Policy which are more favorable to the Insured.

The title and any headings and subheadings in this endorsement/rider are solely for convenience and form no 

part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010057

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Exhibit B Page 22 of 104
14-02-22785 (06/2017) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 General Terms and Conditions Policy

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 3

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

ADDITIONAL SUBSIDIARY – COMMON OWNERSHIP ENDORSEMENT

In consideration of the premium charged, it is agreed that solely with respect to this Coverage Part, the definition of 

Subsidiary in Section II, Definitions, of the General Terms and Conditions is amended to include Goodman MBE Group 

GP LLC; Goodman MBE Group LP but only so long as James E. Goodman, Jason A. Goodman, John A. Goodman, 

Jonathon E. Goodman and Joseph M. Goodman, collectively

(i) owns more than fifty percent (50%) of the outstanding securities representing the present right to vote for election of or 

to appoint the directors, trustees, managers, members of the Board of Managers or equivalent positions of such entity, 

directly or through one or more Subsidiaries, and (ii) owns more than fifty percent (50%) of the outstanding securities 

representing the present right to vote for election of or to appoint the directors, trustees, managers, members of the 

Board of Managers or equivalent positions of the Parent Organization, directly or through one or more Subsidiaries.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms 

and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010058

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Exhibit B Page 23 of 104
14-02-22785 (06/2017) Page 2

Trustee_Akerman_010059

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Exhibit B Page 24 of 104
14-02-22814 (12/2017) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 General Terms and Conditions Policy

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 4

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM

In consideration of the premium charged, it is agreed that:

A. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk 

Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the 

Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such 

losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro 

rata allocation in accordance with procedures established by the Secretary of the Treasury.

“Certified act of terrorism” means an act that is certified by the Secretary of the Treasury, in accordance 

with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such 

Act. The criteria contained in the Terrorism Risk Insurance Act for a “certified act of terrorism” include the 

following:

1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of 

insurance subject to the Terrorism Risk Insurance Act; and

2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is 

committed by an individual or individuals as part of an effort to coerce the civilian population of the 

United States or to influence the policy or affect the conduct of the United States Government by 

coercion.

B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism 

exclusion, do not serve to create coverage for any “loss” that is otherwise excluded under this Policy.

Trustee_Akerman_010060

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Exhibit B Page 25 of 104
14-02-22814 (12/2017) Page 2

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

O_M@

Trustee_Akerman_010061

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Exhibit B Page 26 of 104
Texas Notice

Information and Complaints

ALL-4Y30g (05/2020) Page 1

Have a complaint or need help?

If you have a problem with a claim or your premium, call your insurance company or HMO first. If you can't work 

out the issue, the Texas Department of Insurance may be able to help.

Even if you file a complaint with the Texas Department of Insurance, you should also file a complaint or appeal 

through your insurance company or HMO. If you don't, you may lose your right to appeal.

Chubb

To get information or file a complaint with your insurance company or HMO:

Call: Chubb at 1-800-352-4462

Email: ChubbUSCustomerServices@chubb.com

Mail: Chubb Customer Services, PO Box 1000, Philadelphia, PA 19106-3703

The Texas Department of Insurance

To get help with an insurance question or file a complaint with the state: 

Call with a question: 1-800-252-3439

File a complaint: www.tdi.texas.gov

Email: ConsumerProtection@tdi.texas.gov

Mail: MC 111-1A, P.O. Box 149091, Austin, TX 78714-9091

¿Tiene una queja o necesita ayuda?

Si tiene un problema con una reclamación o con su prima de seguro, llame primero a su compañía de seguros o 

HMO. Si no puede resolver el problema, es posible que el Departamento de Seguros de Texas (Texas 

Department of Insurance, por su nombre en inglés) pueda ayudar.

Aun si usted presenta una queja ante el Departamento de Seguros de Texas, también debe presentar una queja 

a través del proceso de quejas o de apelaciones de su compañía de seguros o HMO. Si no lo hace, podría 

perder su derecho para apelar.

Chubb

Para obtener información o para presentar una queja ante su compañía de seguros o

HMO:

Llame a: Chubb al 1-800-352-4462

Correo electrónico: ChubbUSCustomerServices@chubb.com

Trustee_Akerman_010062

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Exhibit B Page 27 of 104
Texas Notice

Information and Complaints

ALL-4Y30g (05/2020) Page 2

Dirección postal: Chubb Customer Services, PO Box 1000, Philadelphia, PA 19106-3703

El Departamento de Seguros de Texas

Para obtener ayuda con una pregunta relacionada con los seguros o para presentar una queja ante el estado:

Llame con sus preguntas al: 1-800-252-3439

Presente una queja en: www.tdi.texas.gov

Correo electrónico: ConsumerProtection@tdi.texas.gov

Dirección postal: MC 111-1A, P.O. Box 149091, Austin, TX 78714-9091

Trustee_Akerman_010063

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Exhibit B Page 28 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability

Coverage Part

14-02-17271D (12/2010)

1 of 1

D&O DECLARATIONS FEDERAL INSURANCE COMPANY

A stock insurance company, incorporated under the laws of 

Indiana, herein called the Company

Capital Center, 251 North Illinois, Suite 1100

Indianapolis, IN 46204-1927

NOTICE: THIS COVERAGE PART PROVIDES CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO "CLAIMS" 

FIRST MADE DURING THE "POLICY PERIOD", OR ANY APPLICABLE EXTENDED REPORTING PERIOD. THE 

LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE EXHAUSTED BY 

"DEFENSE COSTS", AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE RETENTION. IN NO EVENT WILL 

THE COMPANY BE LIABLE FOR "DEFENSE COSTS" OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN 

EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. READ THE ENTIRE POLICY CAREFULLY.

Item 1. Parent Organization: GOODMAN NETWORKS, INC. DBA GOODMAN 

SOLUTIONS & SUBSIDIARIES 

Item 2. Maximum Aggregate Limit of Liability for this 

Coverage Part: $5,000,000.00

Item 3. Optional Coverage Applicable to this Coverage Part:

Additional Limit of Liability Dedicated for Executives

Item 4. Retentions:

(A) Insuring Clause (A)

Individual Non-Indemnified Liability Coverage: None

(B) Insuring Clause (B)

Individual Indemnified Liability Coverage: $75,000.00

(C) Insuring Clause (C)

Entity Liability Coverage: $75,000.00

Item 5. Pending or Prior Proceedings Dates:

(A) Insuring Clauses (A) and (B): October 30, 2021

(B) Insuring Clause (C): October 30, 2021

CHUBE

Trustee_Akerman_010064

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Exhibit B Page 29 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 1 of 11

In consideration of payment of the premium and subject to the Declarations, General Terms and Conditions, and 

the limitations, conditions, provisions and other terms of this Coverage Part, the Company and the Insureds

agree as follows:

I. INSURING CLAUSES

Insuring Clause (A): Individual Non-Indemnified Liability Coverage

(A) The Company shall pay, on behalf of an Insured Person, Loss on account of a Claim first made against 

the Insured Person during the Policy Period, or the Extended Reporting Period if applicable, to the 

extent that such Loss is not indemnified by an Organization.

Insuring Clause (B): Individual Indemnified Liability Coverage

(B) The Company shall pay, on behalf of an Organization, Loss on account of a Claim first made against an 

Insured Person during the Policy Period, or the Extended Reporting Period if applicable, to the extent 

the Organization indemnifies the Insured Person for such Loss as permitted or required by law. 

Insuring Clause (C): Entity Liability Coverage

(C) The Company shall pay, on behalf of an Organization, Loss on account of a Claim first made against 

the Organization during the Policy Period, or the Extended Reporting Period if applicable.

II. SECURITYHOLDER DERIVATIVE DEMAND EVALUATION COVERAGE

The Company shall pay, on behalf of an Organization, Securityholder Derivative Demand Evaluation Costs

incurred with the Company’s prior written consent which the Organization becomes legally obligated to pay on 

account of any securityholder derivative demand that is first made during the Policy Period, or, if exercised, 

during the Extended Reporting Period, for Wrongful Acts by an Executivebefore or during the Policy Period in 

an aggregate amount not to exceed $500,000 per Policy Period which amount is part of, and not in addition to, 

the Maximum Aggregate Limit of Liability set forth in Item 2 of the D&O Declarations and no Retention shall apply 

to such amount.

III. ADDITIONAL LIMIT OF LIABILITY DEDICATED FOR EXECUTIVES (Optional) 

(A) Notwithstanding anything in this Policy to the contrary, the Additional Limit of Liability Dedicated For 

Executives, if purchased as set forth in Item 3 of the D&O Declarations, shall be an additional Limit of 

Liability in an amount not to exceed $500,000, which amount is in addition to, and not part of, the 

Maximum Aggregate Limit of Liability set forth in Item 2 of the D&O Declarations.

(B) The Additional Limit of Liability Dedicated For Executives is available solely for Loss resulting from any 

Claim against any Executive covered under Insuring Clause (A), Individual Non-Indemnified Liability 

Coverage.

(C) The Additional Limit of Liability Dedicated For Executives shall be excess of any insurance available that 

is specifically excess to this Coverage Part and such excess insurance must be completely exhausted by 

payment of loss, damages or defense costs thereunder before the Company shall have any obligation to 

make any payment on account of the Additional Limit of Liability Dedicated For Executives.

CHUBE

Trustee_Akerman_010065

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Exhibit B Page 30 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 2 of 11

IV. DEFINITIONS

For purposes of this Coverage Part:

Application means:

(A) any portion of an application given to the Company for this Policy, including any attachments, written 

information and materials provided to the Company by or on behalf of an Insured for the purposes of the 

Company's underwriting of this Coverage Part; and 

(B) any warranty provided to the Company within the past three years in connection with any coverage part 

or policy of which this Coverage Part is a renewal or replacement.

Claim means:

(A) when used in reference to the coverage provided by Insuring Clauses (A), Individual Non-Indemnified 

Liability Coverage, or (B), Individual Indemnified Liability Coverage, any:

(1) written demand first received by an Insured for monetary or non-monetary relief, including

injunctive relief;

(2) civil proceeding commenced by the service of a complaint or similar pleading;

(3) criminal proceeding commenced by: (a) an arrest, or (b) a return of an indictment, information or 

similar document;

(4) formal administrative or formal regulatory proceeding commenced by the filing of a notice of 

charges, formal investigative order or similar document;

(5) arbitration or mediation proceeding commenced by receipt of a demand for arbitration, demand 

for mediation or similar document; or

(6) official request for Extradition,

against an Insured Person for a Wrongful Act, including any appeal therefrom; 

(7) civil, criminal, administrative or regulatory investigation or interview of an Insured Person for a 

Wrongful Act once such Insured Person is identified in writing by any investigating authority as 

a target of such investigation or interview, including when such Insured Person is served with a 

target letter or similar document; or

(8) written request first received by an Insured to toll or waive a statute of limitations relating to a 

potential Claim described in Paragraphs (A)(1) through (A)(7) above;

(B) solely when used in reference to the coverage provided by Insuring Clause (A), Individual NonIndemnified Liability Coverage, any service of a subpoena or other similar written request upon an 

Insured Person compelling witness testimony or document production in connection with the matters 

described in Paragraphs (A)(1) through (A)(7) above or with any equivalent action against an 

Organization or Outside Entity; in which case, the Company shall pay the Defense Costs incurred

solely by such Insured Person in responding to such subpoena or written request; or

(C) when used in reference to the coverage provided by Insuring Clause (C), Entity Liability Coverage, any:

(1) written demand first received by an Insured for monetary damages or non-monetary relief, 

including injunctive relief;

(2) civil proceeding commenced by the service of a complaint or a similar pleading;

(3) criminal proceeding commenced by a return of an indictment, information or similar document;

(4) formal administrative or formal regulatory proceeding commenced by the filing of a notice of 

charges, formal investigative order or similar document; but only while such proceeding is also 

pending against an Insured Person; or

CHUBE

Trustee_Akerman_010066

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Exhibit B Page 31 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 3 of 11

(5) arbitration or mediation proceeding commenced by receipt of a demand for arbitration, demand 

for mediation or similar document,

against an Organization for a Wrongful Act, including any appeal therefrom; or

(6) written request first received by an Insured to toll or waive a statute of limitations relating to a 

potential Claim described in Paragraph (C)(1) through (C)(5) above.

Defense Costs means that part of Loss consisting of reasonable costs, charges, fees (including attorneys’ fees 

and experts’ fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of Insured 

Persons) incurred in investigating, defending, opposing or appealing any Claim and the premium for appeal, 

attachment or similar bonds.

Employee means any natural person whose labor or service is, was or will be engaged and directed by an

Organization, including a part-time, seasonal, leased and temporary employee, intern or volunteer. Employee

shall not include any independent contractor.

ERISA means the Employee Retirement Income Security Act of 1974 (including amendments relating to the 

Consolidated Omnibus Budget Reconciliation Act of 1985, and the Health Insurance Portability and Accountability 

Act of 1996), the English Pension Scheme Act 1993 or the English Pensions Act 1995; all as amended; any 

similar statutory or common law anywhere in the world; or any rule or regulation promulgated under any such Act 

or law.

Executive means any natural person who is, was or will be:

(A) a duly elected or appointed director, officer, member of the Advisory Board or in-house general counsel of 

any Organization incorporated in the United States of America; 

(B) a duly elected or appointed: (1) manager or member of the Board of Managers or equivalent position; (2)

member of the Advisory Board; or (3) in-house general counsel, of any Organization formed as a limited 

liability company in the United States of America; or

(C) a holder of an equivalent position to those described in Subsections (A) or (B) above in any Organization

incorporated, formed or organized anywhere in the world. 

Extradition means any formal process by which an Insured Person located in any country is surrendered to any 

other country for trial or otherwise to answer any criminal accusation, or the execution of a warrant for the arrest 

of an Insured Person where such execution is an element of Extradition.

Financial Impairment means the status of an Organization resulting from:

(A) the appointment by any federal or state official, agency or court of any receiver, conservator, liquidator, 

trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate such 

Organization; or

(B) such Organization becoming a debtor in possession under the United States bankruptcy law or the 

equivalent of a debtor in possession under the law of any other country,

provided that the court or other judicial or administrative body overseeing the receivership, conservatorship, 

liquidation, rehabilitation, bankruptcy or equivalent proceeding has denied a request by the Organization, or 

other party determined to have standing, for authorization of the Organization to indemnify an Insured Person

for Loss; provided further that, the Company may, in its sole discretion, waive the foregoing requirement.

Insured means any Organization and any Insured Person.

Insured Person means any Executiveor Employee of an Organization acting either in his or her capacity as 

such or in an Outside Capacity.

CHUBE

Trustee_Akerman_010067

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 32 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 4 of 11

Loss means the amount which an Insured becomes legally obligated to pay as a result of any Claim, including: 

(A) compensatory damages;

(B) punitive, exemplary or multiplied damages, if and to the extent such damages are insurable under the law 

of the jurisdiction most favorable to the insurability of such damages, provided such jurisdiction has a 

substantial relationship to the Insured, the Company, or to the Claim giving rise to such damages;

(C) civil fines or civil penalties assessed against an Insured Person, including civil penalties assessed 

against an Insured Person pursuant to 15 U.S.C. §78dd-2(g)(2)(B) (the Foreign Corrupt Practices Act), if 

and to the extent such fines or penalties are insurable under the law of the jurisdiction in which such fines 

or penalties are assessed;

(D) judgments, including pre-judgment and post-judgment interest; 

(E) settlements; and

(F) Defense Costs,

provided that Loss does not include any portion of such amount that constitutes any:

(1) cost of compliance with any order for, grant of or agreement to provide non-monetary relief, including 

injunctive relief;

(2) amount uninsurable under the law pursuant to which this Coverage Part is construed;

(3) tax, except solely for the purposes of Insuring Clause (A), Individual Non-Indemnified Liability Coverage, 

any tax imposed upon an Insured Person in his or her capacity as such in connection with any 

bankruptcy, receivership, conservatorship, or liquidation of an Organization, to the extent that such tax is 

insurable under the law pursuant to which this Coverage Part is construed;

(4) amount (other than Securityholder Derivative Demand Evaluation Costs) incurred by an Insured in 

the defense or investigation of any action, proceeding or demand that was not then a Claim even if (a)

such amount also benefits the defense of a covered Claim; or (b) such action, proceeding or demand 

subsequently gives rise to a Claim;

(5) amount that represents or is substantially equivalent to an increase in the consideration paid (or proposed 

to be paid) by an Organization in connection with its purchase of any securities or assets; or

(6) cost incurred in cleaning-up, removing, containing, treating, detoxifying, neutralizing, assessing the 

effects of, testing for, or monitoring Pollutants.

Outside Capacity means service by an Insured Person in an Outside Entity as any: (A) director or officer; (B)

manager or member of the Board of Managers; (C) trustee, regent, governor; or (D) equivalent executive position

of any of the foregoing, but solely during the time that such service is with the knowledge and express consent of 

an Organization.

Outside Entity means:

(A) any non-profit corporation, community chest, fund or foundation that is exempt from federal income tax as 

an entity described in Section 501(c)(3), 501(c)(4), 501(c)(7) or 501(c)(10) of the Internal Revenue Code 

of 1986, as amended, or any other entity organized for a religious or charitable purpose under any nonprofit organization act or statute; or

(B) any other entity specifically added as an Outside Entity by written endorsement attached to this 

Coverage Part,

that is not an Organization.

Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, 

fumes, acids, alkalis, chemicals, asbestos, asbestos products or waste. Waste includes materials to be recycled, 

reconditioned or reclaimed.

CHUBE

Trustee_Akerman_010068

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 33 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 5 of 11

Professional Services means services which are performed for others for a fee.

Securityholder Derivative Demand Evaluation Costs means reasonable costs, fees and expenses (other than 

regular or overtime wages, salaries, fees, or benefits of the directors, officers or employees of an Organization) 

incurred by an Organization (including its Board of Directors or any committee of its Board of Directors) solely 

with respect to an evaluation required to determine whether it is in the best interest of the Organization to 

prosecute the claims alleged in a securityholder derivative demand and prior to any Claim first made in 

connection with such securityholder derivative demand. In no event shall Securityholder Derivative Demand 

Evaluation Costs include any costs, fees or expenses incurred in a Claim.

Wrongful Act means any actual or alleged error, misstatement, misleading statement, act, omission, neglect, or 

breach of duty committed, attempted, or allegedly committed or attempted by:

(A) for purposes of coverage under Insuring Clauses (A), Individual Non-Indemnified Liability Coverage, and

(B), Individual Indemnified Liability Coverage, any Insured Person while acting in his or her capacity as 

such or any matter claimed against any Insured Person solely by reason of his or her status as such; or

(B) for purposes of coverage under Insuring Clause (C), Entity Liability Coverage, any Organization.

V. EXCLUSIONS

(A) EXCLUSIONS APPLICABLE TO ALL INSURING CLAUSES

The Company shall not be liable for Loss on account of any Claim:

(1) Prior Notice

based upon, arising from or in consequence of any fact, circumstance, situation, transaction, 

event or Wrongful Act that, before the inception date set forth in Item 2(A), Policy Period, of the 

GTC Declarations, was the subject of any notice accepted under any policy or coverage part of 

which this Coverage Part is a direct or indirect renewal or replacement;

(2) Pending or Prior Proceedings

based upon, arising from or in consequence of any written demand, suit or other proceeding 

pending against, or order, decree or judgment entered for or against any Insured, on or prior to 

the applicable Pending or Prior Proceedings Date set forth in Item 5 of the D&O Declarations, or 

the same or substantially the same fact, circumstance or situation underlying or alleged therein;

(3) Bodily Injury/Property Damage

for bodily injury, mental anguish, humiliation, emotional distress, sickness, disease or death of 

any person or damage to or destruction of any tangible property including loss of use thereof 

whether or not it is damaged or destroyed, provided that this Exclusion (A)(3) shall not apply to 

Loss for any mental anguish, humiliation or emotional distress asserted in an employmentrelated Claim afforded coverage under Insuring Clauses (A), Individual Non-Indemnified Liability 

Coverage, or (B), Individual Indemnified Liability Coverage; 

(4) Pollution

based upon, arising from or in consequence of any:

(a) discharge, emission, release, dispersal or escape of any Pollutants or any threat thereof;

(b) treatment, removal or disposal of any Pollutants; or

(c) regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, 

detoxify or neutralize any Pollutants,

including any Claim for financial loss to an Organization, its securityholders or its creditors 

based upon, arising from or in consequence of any matter described in Subparagraphs (a), (b) or 

(c) of this Exclusion (A)(4),

CHUBE

Trustee_Akerman_010069

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 34 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 6 of 11

provided that this Exclusion (A)(4) shall not apply to Loss which an Insured Person becomes

legally obligated to pay and for which such Insured Person is not indemnified by an 

Organization or Outside Entity either because the Organization or Outside Entity is not 

permitted by common or statutory law to grant such indemnification or because of the Financial 

Impairment of the Organization or Outside Entity, provided that this exception shall only apply 

to Claims first made during the Policy Period or the Extended Reporting Period, if applicable;

(5) ERISA

for any violation of the responsibilities, obligations or duties imposed by ERISA;

(6) Insured versus Insured

(a) brought by an Organization against any other Organization;

(b) brought by an Organization against an Insured Person of such Organization, provided 

that this Subparagraph (b) shall not apply to any Claim brought:

(i) outside the United States of America or Canada;

(ii) in the event of Financial Impairment of the Organization; or

(iii) as a securityholder derivative action;

(c) brought by an Insured Person in any capacity against an Insured, except with respect to 

a Claim: 

(i) for employment-related Wrongful Acts against an Insured Person; 

(ii) brought by an Employee, other than an Executive, in his or her capacity as a 

shareholder of an Organization;

(iii) for contribution or indemnity arising from another Claim otherwise covered under 

this Policy; 

(iv) brought by an Executive who has ceased serving in his or her capacity as an 

Executive for at least one (1) year; or

(v) brought by a whistleblower pursuant to any federal, state, local or f oreign law

against an Insured Person;

(7) Publicly Traded Securities

based upon, arising from or in consequence of (a) any public offering of securities issued by any 

Organization or Outside Entity, or (b) the purchase or sale of any publicly traded securities for 

which the Organization is subject to the Securities Exchange Act of 1934, provided that this 

Exclusion(A)(7) shall not apply to Loss:

(i) based upon, arising from or in consequence of an offering, sale or purchase of securities 

that are not required to be registered under the Securities Act of 1933 or any similar 

foreign law that regulates the offering, sale or purchase of securities; 

(ii) on account of a Claim made by any securityholder of an Organization for the failure of 

the Organization to undertake or complete the initial public offering or sale of securities 

of the Organization; or 

(iii) for any Wrongful Act relating to an Organization’s preparation for any public offering, 

including any road show presentation to potential investors or other similar presentation,

made by the Organization and its Executives via any medium in connection with such 

public offering, if such offering does not occur;

(8) Outside Entity versus Insured

for a Wrongful Act by an Insured Person while serving in an Outside Capacity where such 

Claim is brought:

CHUBE

Trustee_Akerman_010070

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 35 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 7 of 11

(a) by an Outside Entity against an Insured Person who is acting in his or her Outside 

Capacity in such Outside Entity at the time such Claim is first made, except with 

respect to a Claim brought as a securityholder derivative action; or

(b) by a director, officer, trustee, governor or equivalent position of the Outside Entity in any 

capacity against an Insured, except with respect to a Claim for contribution or indemnity 

arising from another Claim otherwise covered under this Policy; or

(9) Conduct

based upon, arising from or in consequence of:

(a) any deliberately fraudulent act or omission, or any willful violation of any statute or 

regulation, by an Insured, if a final, non-appealable adjudication in any underlying 

proceeding or action (other than a declaratory proceeding or action brought by or against 

the Company) establishes such an act or omission or violation; or

(b) an Insured having gained any profit, remuneration or other advantage to which such 

Insured was not legally entitled, if a final, non-appealable adjudication in any underlying 

proceeding or action (other than a declaratory proceeding or action brought by or against 

the Company) establishes the gaining of such profit, remuneration or advantage,

provided that:

(i) no conduct pertaining to any Insured Person shall be imputed to any other Insured 

Person; and

(ii) any conduct pertaining to any past, present, or future chief financial officer, chief 

executive officer or chief operating officer (or any equivalent position to any of the 

foregoing) of an Organization shall be imputed to such Organization and its 

Subsidiaries.

(B) EXCLUSIONS APPLICABLE TO INSURING CLAUSE (C), ENTITY LIABILITY COVERAGE, ONLY

The Company shall not be liable for Loss on account of any Claim against an Organization:

(1) Contract

based upon, arising from or in consequence of any liability in connection with any oral or written 

contract or agreement to which an Organization is a party, provided that this Exclusion (B)(1) 

shall not apply to the extent that such Organization would have been liable in the absence of 

such contract or agreement;

(2) Employment Practices

based upon, arising from or in consequence of any employment-related Wrongful Act;

(3) Third Party Discrimination or Sexual Harassment

based upon, arising from or in consequence of any discrimination against, or sexual harassment 

of any third party; 

(4) Antitrust

based upon, arising from or in consequence of price fixing, restraint of trade, monopolization, 

unfair trade practices or any violation of the Federal Trade Commission Act, the Sherman AntiTrust Act, the Clayton Act, or any other federal statutory provision involving anti-trust, monopoly, 

price fixing, price discrimination, predatory pricing or restraint of trade activities, and any 

amendments thereto or any rules or regulations promulgated thereunder or in connection with 

such statutes; or any similar provision of any federal, state, or local statutory law or common law 

anywhere in the world;

(5) Personal Injury

based upon, arising from or in consequence of any libel, slander, oral or written publication of 

defamatory or disparaging material, invasion of privacy, wrongful entry, eviction, false arrest, false 

imprisonment, malicious prosecution, malicious use or abuse of process, assault, battery or loss 

of consortium; or

CHUBE

Trustee_Akerman_010071

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 36 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 8 of 11

(6) Product Defect/Intellectual Property/Professional Services

based upon, arising from or in consequence of:

(a) any malfunction of any product or failure of any product to perform in any manner as a 

result of any defect, deficiency, inadequacy or dangerous condition in such product or in 

its design or manufacture;

(b) any infringement of copyright, patent, trademark, trade name, trade dress, or service 

mark; any misappropriation of ideas, trade secrets or other intellectual property rights; 

any false patent marking; or any violation of a federal, state, local or foreign intellectual 

property law, or a rule or regulation promulgated under any such intellectual property law; 

or

(c) the rendering of, or failure to render, any Professional Services by an Insured,

provided that this Exclusion (B)(6) shall not apply to Loss on account of any securities Claim, 

securityholder derivative demand or securityholder derivative action.

VI. REPORTING 

(A) An Insured shall, as a condition precedent to exercising any right to coverage under this Coverage Part, 

give to the Company written notice of any Claim as soon as practicable after the chief executive officer, 

chief financial officer, in-house general counsel, or any person with the responsibility for the management 

of insurance claims (or any equivalent position to any of the foregoing) of an Organization becomes 

aware of such Claim, but in no event later than:

(1) if this Coverage Part expires (or is otherwise terminated) without being renewed with the 

Company, ninety (90) days after the effective date of such expiration or termination; or

(2) the expiration date of the Extended Reporting Period, if applicable,

provided that if the Company sends written notice to the Parent Organization stating that this Coverage 

Part is being terminated for nonpayment of premium, an Insured shall give to the Company written notice 

of such Claim prior to the effective date of such termination.

(B) If during the Policy Period, or any applicable Extended Reporting Period, an Insured becomes aware of 

circumstances which could give rise to a Claim and gives written notice of such circumstances to the 

Company, then any Claim subsequently arising from such circumstances shall be deemed made against 

the Insured during the Policy Year in which such circumstances were first reported to the Company, 

provided any such subsequent Claim is reported to the Company as soon as practicable, but in no event 

later than 90 days after the chief executive officer, chief financial officer, in-house general counsel or any 

person with the responsibility for the management of insurance claims (or any equivalent position to any 

of the foregoing) of an Organization becomes aware of such Claim.

(C) An Insured shall, as a condition precedent to exercising any right to coverage under this Coverage Part, 

give to the Company such information, assistance and cooperation as the Company may reasonably 

require and shall include in any notice under Subsections (A) or (B) above a description of the Claim or 

circumstances, the nature of the alleged Wrongful Act, the nature of the alleged or potential damage, the 

names of the actual or potential claimants, and the manner in which such Insured first became aware of 

the Claim, circumstances or alleged Wrongful Act. 

CHUBE

Trustee_Akerman_010072

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 37 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 9 of 11

VII. RETENTION AND PRESUMPTIVE INDEMNIFICATION

(A) The Company’s liability under this Coverage Part shall apply only to that part of each Loss which is in 

excess of the applicable Retention set forth in Item 4 of the D&O Declarations, and such Retention shall 

be borne by the Insureds uninsured and at their own risk.

(B) If different parts of a single Claim are subject to different Retentions in different Insuring Clauses within 

this Coverage Part, the applicable Retentions shall be applied separately to each part of such Claim, but 

the sum of such Retentions shall not exceed the largest applicable Retention.

(C) If different parts of a single Claim are subject to different Retentions in different Coverage Parts, the 

applicable Retentions shall be applied separately to each part of such Claim, but the sum of such 

Retentions shall not exceed the largest applicable Retention.

(D) Claims shall be subject to the Retention(s) applicable to the Policy Year during which such Claims are 

first made or first deemed to have been made.

(E) If an Organization fails or refuses, other than for reason of Financial Impairment, to indemnify an 

Insured Person for Loss to the fullest extent permitted by statutory or common law, then any payment by 

the Company of such Loss shall be excess of the Insuring Clause (B), Individual Indemnified Liability 

Coverage, Retention set forth in Item 4 of the D&O Declarations.

(F) For the purposes of determining an Organization’s indemnification obligation to any Advisory Board 

Member, each Advisory Board Member shall be deemed a director or officer of such Organization. 

Accordingly, the Organization shall be deemed to have granted indemnification to each Advisory Board 

Member to the fullest extent permitted by statutory or common law to the same extent as any director or 

officer of the Organization.

VIII. DEFENSE AND SETTLEMENT

(A) The Company shall have the right and duty to defend any Claim covered by this Coverage Part. 

Coverage shall apply even if any of the allegations are groundless, false or fraudulent. The Company’s 

duty to defend any Claim shall cease upon exhaustion of the applicable Limit of Liability. 

(B) The Company may make any investigation it deems necessary and may, with the consent of the

Insureds, make any settlement of any Claim it deems appropriate. 

(C) No Insured shall settle any Claim, incur any Defense Costs, or otherwise assume any contractual

obligation or admit any liability with respect to any Claim without the Company’s written consent, which 

shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defense Costs, 

assumed obligation or admission to which it has not consented.

(D) The Company shall have no obligation to pay Loss, including Defense Costs, or to defend or continue to 

defend any Claim after the Company’s Maximum Aggregate Limit of Liability set forth in Item 2 of the 

D&O Declarations or the Combined Maximum Aggregate Limit of Liability set forth in Item 3 of the GTC 

Declarations, if applicable, has been exhausted by the payment of Loss and the premium shall be 

deemed fully earned.

(E) The Insureds agree to provide the Company with all information, assistance and cooperation which the 

Company reasonably requests and agrees to do nothing that may prejudice the Company’s position or its 

potential or actual rights of recovery.

(F) The Company shall not seek repayment from an Insured Person of any Defense Costs paid by the 

Company that are deemed uninsured pursuant to Exclusion (A)(9), Conduct, unless the applicable 

determination standard (whether a final, non-appealable adjudication or other determination standard) set 

forth in such Exclusion has been met.

CHUBE

Trustee_Akerman_010073

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 38 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 10 of 11

IX. ALLOCATION

If an Insured who is afforded coverage for a Claim incurs an amount consisting of both Loss that is covered by 

this Coverage Part and also loss that is not covered by this Coverage Part because such Claim includes both 

covered and uncovered matters, then coverage shall apply as follows:

(A) Defense Costs: one hundred percent (100%) of Defense Costs incurred by such Insured on account of 

such Claim shall be covered Loss, provided that the foregoing shall not apply with respect to any 

Insured for whom coverage is excluded pursuant to Exclusion (B)(2), Employment Practices, or 

Subsection XIII(C), Representations and Severability. Such Defense Costs shall be allocated between 

covered Loss and non-covered loss based on the relative legal exposures of the parties to such matters; 

and

(B) loss other than Defense Costs: all remaining loss incurred by such Insured from such Claim shall be 

allocated between covered Loss and uncovered loss based upon the relative legal exposures of the 

parties to such matters.

X. PRIORITY OF PAYMENTS

(A) In the event of Loss arising from a Claim for which payment is concurrently due under Insuring Clause 

(A), Individual Non-Indemnified Liability Coverage, and one or more of the other Insuring Clauses of this 

Coverage Part, the Company shall:

(1) first, pay Loss for which coverage is provided under Insuring Clause (A), Individual NonIndemnified Liability Coverage, then

(2) with respect to whatever remaining amount of the Limit of Liability is available after payment 

under Subsection (A) above, pay such Loss for which coverage is provided under any other 

Insuring Clause.

(B) Except as otherwise provided in Subsection (A) above, the Company may pay covered Loss as it 

becomes due under this Coverage Part without regard to the potential for other future payment 

obligations under this Coverage Part.

XI. OTHER INSURANCE OR INDEMNITY

(A) If any Loss under this Coverage Part is insured under any other valid and collectible insurance policy

(other than a policy that is issued specifically as excess of the insurance afforded by this Coverage Part), 

this Coverage Part shall be excess of and shall not contribute with such other insurance, regardless of 

whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise.

(B) Any coverage afforded under this Coverage Part for a Claim in connection with an Insured Person

serving in an Outside Capacity for an Outside Entity shall be specifically excess of any indemnity (other 

than any indemnity provided by an Organization) and insurance available to such Insured Person by 

reason of serving in such Outside Capacity.

(C) If any Claim made against an Insured Person serving in an Outside Capacity gives rise to coverage 

both under this Coverage Part and under any other coverage part or policy issued by the Company or any 

subsidiary or affiliate of The Chubb Corporation to any other entity, then any payment under such other 

coverage part or policy shall reduce any applicable Limit of Liability under this Coverage Part by the 

amount of such payment.

CHUBE

Trustee_Akerman_010074

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 39 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Directors & Officers and Entity Liability 

Coverage Part

14-02-17271 (04/2011) Page 11 of 11

XII. SECURITIES TRANSACTIONS

If, during the Policy Period, an Organization intends to sell or offers to sell securities that are required to be 

registered under the Securities Act of 1933, the Organization shall, no later than thirty (30) days prior to the 

effective date of the Registration Statement for such sale or offering, give the Company written notice of the 

proposed sale or offering and all information requested by the Company relating thereto. The Company shall 

provide to the Organization a quotation for coverage with respect to such sale or offering, including for Wrongful 

Acts occurring in the course of any "road show" presentation to potential investors or other similar presentation; 

provided any such coverage offered shall be subject to such other terms, conditions, and limitations of coverage 

and such additional premium as the Company, in its sole discretion, may require.

XIII. REPRESENTATIONS AND SEVERABILITY

(A) In granting coverage to the Insureds under this Coverage Part, the Company has relied upon the 

declarations and statements in the Application for this Coverage Part. Such declarations and 

statements are the basis of the coverage under this Coverage Part and shall be considered as 

incorporated in and constituting part of this Coverage Part.

(B) The Application for coverage shall be construed as a separate Application for coverage by each 

Insured Person. With respect to the declarations and statements in such Application, no knowledge 

possessed by an Insured Person shall be imputed to any other Insured Person.

(C) However, in the event that such Application contains any misrepresentations made with the actual intent 

to deceive or contains misrepresentations which materially affect either the acceptance of the risk or the 

hazard assumed by the Company under this Coverage Part, then no coverage shall be afforded for any 

Claim based upon, arising from or in consequence of any such misrepresentations with respect to:

(1) any Insured Person who knew of such misrepresentations (whether or not such Insured Person

knew such Application contained such misrepresentations) or any Organization to the extent it 

indemnifies any such Insured Person; or

(2) any Organization if any past or present chief executive officer or chief financial officer (or any 

equivalent position to any of the foregoing) of the Parent Organization knew of such 

misrepresentations (whether or not such individual knew such Application contained such 

misrepresentations).

(D) The Company shall not be entitled under any circumstances to void or rescind this Coverage Part with 

respect to any Insured.

CHUBE

Trustee_Akerman_010075

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 40 of 104
14-02-17866 (01/2011) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 1

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

TEXAS AMENDATORY ENDORSEMENT

TO THE DIRECTORS & OFFICERS AND ENTITY LIABILITY COVERAGE PART

In consideration of the premium charged, it is agreed that:

(1) Subsection (A) of Section XIII, Representations and Severability, of this Coverage Part is deleted and 

replaced with the following:

(A) In granting coverage to the Insureds under this Coverage Part, the Company has relied upon 

the declarations and statements in the Application for this Coverage Part. Such 

declarations and statements are the basis of the coverage under this Coverage Part and shall 

be considered as incorporated into this Coverage Part.

The Policy will be deemed to have been amended to the extent necessary to effect the purposes of this 

Amendatory Endorsement.

The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence 

over any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent 

with or contrary to the provisions of this Amendatory Endorsement, unless such Policy or endorsement 

provisions comply with the applicable insurance laws of the state of Texas.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010076

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 41 of 104
14-02-18055 (11/2011) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 2

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

PROFESSIONAL SERVICES EXCLUSION WITH SPECIFIC MANAGEMENT CLAIM CARVEBACK ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) The Company shall not be liable under this Coverage Part for Loss on account of any Claim based upon, arising 

from, or in consequence of the rendering of, or failure to render, any Professional Services by an Insured, 

provided that this Exclusion shall not apply to any Specific Management Claim (as defined in Paragraph (2) of 

this endorsement).

(2) Section IV, Definitions, of this Coverage Part, is amended to include the following definition:

Specific Management Claim means any Claim made against an Executive for a Wrongful Act by such 

Executive in connection with the Executive’s management of any Organization or Subsidiary of an 

Organization. However, Specific Management Claim shall not mean, and in no event shall any coverage 

be afforded herein for, any Claim made against an Executive for a Wrongful Act by such Executive in the 

direct offering of, or in supervising or assisting an Insured Person in direct offering of, any Professional 

Services.

(3) Any coverage provided pursuant to this endorsement for such Specific Management Claim, shall always be 

excess of any coverage provided under any errors and omissions or general liability policies, or any other 

policy providing coverage for any error, misstatement, misleading statement, act, omission, neglect, or breach 

of duty in connection with the rendering of, or failure to render, any Professional Services, regardless of 

whether any such policies are stated to be primary excess contributory, contingent or otherwise.

(4) Exclusion (B)(6)(c), Professional Services, of this Coverage Part is deleted.

Trustee_Akerman_010077

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 42 of 104
14-02-18055 (11/2011) Page 2

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

O_M@

Trustee_Akerman_010078

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 43 of 104
14-02-18074 (05/2011) Page 1

ENDORSEMENT

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement: October 30, 2021 Company: Federal Insurance Company

Endorsement No. 3

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

PRIOR ACTS EXCLUSION ENDORSEMENT

In consideration of the premium charged, it is agreed that the Company shall not be liable under this Coverage Part 

for Loss on account of any Claim based upon, arising from, or in consequence of any Wrongful Act in whole or in 

part prior to 10/30/2021.

The title and any headings in this endorsement are solely for convenience and form no part of the terms and 

conditions of coverage. 

All other terms, conditions and limitations of this policy shall remain unchanged.

Authorized Representative

Trustee_Akerman_010079

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 44 of 104
14-02-18527 (11/2011) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 4

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

SERVICE INDUSTRY ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) The Company shall not be liable under this Coverage Part for Loss on account of any Claim based upon, 

arising from, or in consequence of the rendering of, or failure to render, any Professional Services by an 

Insured; provided that this Exclusion shall not apply to any Loss on account of any securities Claim, 

securityholder derivative demand, securityholder derivative action or Specific Management Claim (as 

defined in Paragraph (2) of this endorsement).

(2) Section IV, Definitions, of this Coverage Part, is amended to include the following definition:

Specific Management Claim means any Claim made against an Executive for a Wrongful Act by such 

Executive in connection with the Executive’s management of any Organization or Subsidiary, of an 

Organization. However, Specific Management Claim shall not mean, and in no event shall any coverage 

be afforded herein for, any Claim made against an Executive for a Wrongful Act by such Executive in the 

direct offering of, or in supervising or assisting an Insured Person in direct offering of, any Professional 

Services.

(3) Exclusion (B)(6)(c), Professional Services, of this Coverage Part is deleted.

(4) Subsection (A) of Section IX, Allocation, of this Coverage Part is deleted and replaced with the following:

(A) Defense Costs: one hundred percent (100%) of Defense Costs incurred by such Insured on account of 

such Claim shall be covered Loss, provided that the foregoing shall not apply with respect to any 

Insured for whom coverage is excluded pursuant to paragraph (1) of this endorsement or Exclusion 

(B)(1), Contract, Exclusion (B)(2), Employment Practices, or Subsection XIII(C), Representations and 

Severability. Such Defense Costs shall be allocated between covered Loss and non-covered loss 

based on the relative legal exposures of the parties to such matters; and

(5) Solely with respect to the coverage afforded under this endorsement, Section XI, Other Insurance or Indemnity, of 

this Coverage Part is amended to add the following:

Subject to the provisions of this endorsement, no coverage shall be available for any Loss until after any or all 

coverage available under any policy providing professional liability or errors and omissions coverage has been 

exhausted.

Trustee_Akerman_010080

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 45 of 104
14-02-18527 (11/2011) Page 2

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of 

coverage. 

All other terms, conditions and limitations of this policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010081

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 46 of 104
14-02-19167 (02/2012) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 5

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

ANTITRUST ENDORSEMENT

In consideration of the premium charged, it is understood and agreed that:

(1) Solely with respect to Claims for Antitrust Activities, the following shall apply:

(a) The Company's maximum aggregate Limit of Liability for Loss on account of any Claim for Antitrust 

Activities shall be $1,000,000 which amount shall be part of, and not in addition to, the Company's Maximum 

Aggregate Limit of Liability for this Coverage Part set forth in Item 2 of the D&O Declarations. 

(b) At such time as the Retention set forth in paragraph (1)(c) of this endorsement, which shall be borne by the 

Insureds uninsured and at their own risk, has been satisfied, the Company shall pay on behalf of the Insured

the twenty percent (20%) (“Covered Percentage”) of Loss from each Claim for Antitrust Activities first 

made against an Insured during the Policy Period, or if applicable, the Extended Reporting Period. Any 

amount of Loss in excess of the Covered Percentage shall be borne by the Insureds uninsured and at their 

own risk.

(c) Item 4, Retentions of the D&O Declarations is deleted and replaced with the following:

(A) $75,000 each Claim for Antitrust Activities for each Insured Person under Insuring Clause (A), but in 

no event to exceed, in the aggregate,

$75,000 each Claim for Antitrust Activities for all Insured Persons under Insuring Clause (A).

(B) $75,000 each Claim for Antitrust Activities under Insuring Clause (B).

(C) $75,000 each Claim for Antitrust Activities under Insuring Clause (C), if applicable.

With respect to all other Claims, Item 4 of the Declarations shall remain unchanged.

(2) Section IV, Definitions, of this Coverage Part is amended to include the following: 

Antitrust Activity means any actual or alleged price fixing; restraint of trade; monopolization; unfair trade practices; 

or violation of the Federal Trade Commission Act, the Sherman Anti-trust Act, the Clayton Act, or any other federal 

statutory provision involving antitrust, monopoly, price fixing, price discrimination, predatory pricing or restraint of 

trade activities and any amendments thereto or any rules or regulations promulgated thereunder or in connection 

with such statutes; or any similar provision of any federal, state, or local statutory law or common law anywhere in 

the world.

Trustee_Akerman_010082

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 47 of 104
14-02-19167 (02/2012) Page 2

(3) Exclusion (B)(4), Antitrust, of this Coverage Part is deleted.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010083

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 48 of 104
14-02-19646 (02/2013) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 6

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

FALSE ADVERTISING ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) Subsection (B) of Section V, Exclusions, of this Coverage Part is amended to add the following:

False Advertising 

based upon, arising from, or in consequence of any false advertising, misrepresentation in advertising or 

unfair or deceptive trade practices, with respect to the advertising of the Insured’s own goods, 

publications or services; provided that this Exclusion shall not apply to Loss on account of any securities 

Claim, securityholder derivative demand or securityholder derivative action.

(2) Solely with respect to the coverage afforded under this endorsement, Subsection (A) of Section IX, 

Allocation, of this Coverage Part is deleted and replaced with the following:

(A) Defense Costs: one hundred percent (100%) of Defense Costs incurred by such Insured on 

account of such Claim shall be covered Loss, provided that the foregoing shall not apply with respect 

to any Insured for whom coverage is excluded pursuant to the Exclusion in paragraph (1) of this 

endorsement, False Advertising, Exclusion (B)(2), Employment Practices, or Subsection XIII(C), 

Representations and Severability. Such Defense Costs shall be allocated between covered Loss

and non-covered loss based on the relative legal exposures of the parties to such matters; and

The title and any headings in this endorsement are solely for convenience and form no part of the terms and 

conditions of coverage. 

All other terms, conditions and limitations of this policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010084

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 49 of 104
14-02-21084 (03/2014) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 7

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

JOBS ACT ENDORSEMENT

In consideration of the premium charged, it is agreed that

(1) Exclusion (A)(7), Publicly Traded Securities, of this Coverage Part shall not apply to Loss on account 

of any Claim: 

(A) based upon, arising from or in consequence of any general solicitation or general advertising 

by or on behalf of any Organization permitted pursuant to Title II, Access to Capital for Job 

Creators, of the JOBS Act (as defined below); 

(B) based upon, arising from or in consequence of any offering, sale or purchase of securities 

that qualifies for a Securities Act registration exemption created pursuant to Title III, 

Crowdfunding, of the JOBS Act; or

(C) based upon, arising from or in consequence of any offering, sale or purchase of securities 

that qualifies for a Securities Act registration exemption created pursuant to Title IV, Small 

Company Capital Formation, of the JOBS Act (“Title IV Small Company Capital Formation 

Claim”).

(2) The Company's maximum aggregate Limit of Liability for Loss on account of all Title IV Small 

Company Capital Formation Claims shall be $250,000 which amount shall be part of, and not in 

addition to, the Company's Maximum Aggregate Limit of Liability for this Coverage Part set forth in 

Item 2 of the D&O Declarations. 

(3) For purposes of this Endorsement, JOBS Act means the Jumpstart Our Business Startups Act, any 

amendments thereto and any rules or regulations promulgated thereunder.

Trustee_Akerman_010085

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 50 of 104
14-02-21084 (03/2014) Page 2

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

O_M@

Trustee_Akerman_010086

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 51 of 104
14-02-21391 (04/2018) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 8

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

PRIVACY AND DATA BREACH EXCLUSION ENDORSEMENT 

In consideration of the premium charged, it is agreed that:

(1) The Company shall not be liable under this Coverage Part for Loss on account of any Claim based 

upon, arising from or in consequence of any:

(A) unauthorized or unlawful access to, alteration of, or damage to any computer, computer 

program, computer network or computer database, including but not limited to the infection of 

any of the foregoing through the transmission of a computer virus, malware, spyware or other 

fraudulent or unauthorized computer code that: (1) modifies, alters, damages, destroys, 

deletes, records or transmits information; (2) contaminates other computer programs or 

computer data; or (3) consumes computer resources or in some fashion usurps the normal 

operation of a computer system;

(B) denial of service or delay, disruption, impairment or failure of any computer or communication 

network, service, hardware or software including but not limited to any Claim for lost profits or 

opportunities as a result of such denial of service, delay, disruption, impairment or failure; 

(C) unauthorized or unlawful access to, disclosure of, alteration of, theft, collection, storage, use 

or dissemination of, or loss of any confidential or proprietary business information or 

personally identifiable information as defined by: (1) applicable federal, state, local (or foreign 

equivalent) statutory law or common law anywhere in the world, or amendments thereto or 

rules or regulations promulgated thereunder; or (2) an Organization’s publicly stated privacy 

policy; or

(D) violation of any federal, state or local (or foreign equivalent) privacy or data security statutory 

law or common law anywhere in the world or amendments thereto or rules or regulations 

promulgated thereunder, 

provided that this Exclusion shall not apply to Loss on account of any securities Claim, securityholder 

derivative demand or securityholder derivative action (“Securities Claim”).

(2) Subsection (A) of Section VIII, Defense and Settlement, of this Coverage Part is deleted and replaced 

with the following:

Trustee_Akerman_010087

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Exhibit B Page 52 of 104
14-02-21391 (04/2018) Page 2

(A)(i) Except as provided in Subsection (A)(ii) below, the Company shall have the right and duty to 

defend any Claim covered by this Coverage Part, even if any of the allegations in such Claim

are groundless, false or fraudulent. The Company’s duty to defend any Claim shall cease 

upon exhaustion of the applicable Limit of Liability. 

(ii) Notwithstanding Subsection (A)(i) above, it shall be the duty of the Insureds and not the duty 

of the Company to defend any Claim which is in part excluded from coverage pursuant to the 

exclusion set forth in paragraph (1) of this Endorsement. For such portion of such Claim that 

is otherwise covered under this Coverage Part, the Company shall have the right and shall be 

given the opportunity to effectively associate with the Insured and shall be consulted in 

advance by the Insured, regarding the investigation, defense and settlement of any such 

Claim that appears reasonably likely to be covered in whole or in part under this Coverage 

Part, including selecting appropriate defense counsel and negotiating any settlement.

(3) Subsection (A) of Section IX, Allocation, of this Coverage Part is deleted and replaced with the following:

(A) Defense Costs: one hundred percent (100%) of Defense Costs incurred by such Insured 

on account of such Claim shall be covered Loss, provided that the foregoing shall not apply 

with respect to any Insured for whom coverage is excluded pursuant to the exclusion set 

forth in paragraph (1) of this Endorsement, Exclusion (B)(2), Employment Practices, or 

Subsection XIII(C), Representations and Severability. Such Defense Costs shall be 

allocated between covered Loss and non-covered loss based on the relative legal exposures 

of the parties to such matters; and

(4) Section XI, Other Insurance or Indemnity, of this Coverage Part is amended to add the following:

Solely with respect to any Loss that may be covered under both this Coverage Part and under any 

policy providing cyber liability, network liability, cybersecurity or security coverage or any similar type 

of policy (hereinafter “Other Policy”), this Coverage Part shall be specifically excess of, and shall not 

contribute with, any such Other Policy, or any renewal or replacement thereof.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OME

Trustee_Akerman_010088

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 53 of 104
14-02-21994 (09/2016) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 9

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

AMEND DEFENSE AND SETTLEMENT ENDORSEMENT

(OPTION TO TENDER DEFENSE)

In consideration of the premium charged, it is agreed that:

(1) Unless the Insured has tendered the defense of a Claim to the Company pursuant to paragraph (2) 

of this Endorsement, Section VIII, Defense and Settlement, of this Coverage Part (including any 

amendment by Endorsement) is deleted and replaced with the following:

VIII. DEFENSE AND SETTLEMENT

(A) The Insured:

(1) shall have the sole duty to defend Claims made against the Insured;

(2) agrees not to settle or offer to settle any Claim, incur any Defense Costs or 

otherwise assume any contractual obligation or admit any liability with 

respect to any Claim without the Company’s prior written consent.

(3) agrees to provide the Company with all information, assistance and 

cooperation which the Company may reasonably require and agrees that, in 

the event of a Claim, the Insured shall not do anything that could prejudice 

the Company’s position or its potential or actual rights of recovery; provided 

that the failure of any Insured Person to give the Company such 

information, assistance or cooperation shall not impair the rights of any other 

Insured Person under this Coverage Part.

(B) The Company: 

(1) shall have the right and shall be given the opportunity to effectively associate 

with the Insured and shall be consulted in advance by the Insured, 

regarding the investigation, defense and settlement of any Claim that 

appears reasonably likely to be covered in whole or in part under this 

Coverage Part, including selecting appropriate defense counsel and 

negotiating any settlement; and

Trustee_Akerman_010089

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Exhibit B Page 54 of 104
14-02-21994 (09/2016) Page 2

(2) shall not be liable for any element of Loss incurred in excess of the amount 

of the applicable Retention, for any obligation assumed, or for any admission 

made, by any Insured without the Company’s prior written consent, which 

the Company shall not unreasonably withhold.

(C) The Company shall advance covered Defense Costs on account of any Claim 

reported pursuant to Section VI, Reporting, on a current basis after receipt by the 

Company of bills detailing such Defense Costs and all other information requested 

by the Company with respect to such bills until the applicable Limit of Liability set 

forth in Item 2 of the D&O Declarations has been satisfied. 

(D) Any advancement of Defense Costs shall be repaid to the Company by the 

Insureds, severally according to their respective interests, if and to the extent it is 

determined that such Defense Costs are not insured under this Policy. However, 

the Company shall not seek repayment from an Insured of advanced Defense 

Costs that are uninsured pursuant to Exclusion V(A)(9), Conduct, unless a final, nonappealable adjudication has occurred.

(E) Any advancement of Defense Costs by the Company shall reduce the Limit of 

Liability set forth in Item 2 of the D&O Declarations. If the Company recovered any 

such Defense Costs paid, the amount of such Defense Costs less all costs incurred 

by the Company to obtain such recovery shall be reinstated to the Limit of Liability set 

forth in Item 2 of the D&O Declarations.

(2) Notwithstanding paragraph (1) of this Endorsement, the Insureds shall have the option to tender the 

defense of any Claim to the Company by notifying the Company within a reasonable time after such 

Claim is first received by the Insured, but in no event later than thirty (30) days after the date such 

Claim is first received by the Insured.

(3) Section IX, Allocation, of this Coverage Part (including any amendment by Endorsement) is deleted 

and replaced with the following:

IX. ALLOCATION

The Insureds and the Company shall use their best efforts to determine an allocation 

between Loss that is covered by this Coverage Part and loss, or any other amount, that is 

not covered by this Coverage Part based on the relative legal and financial exposures of the 

covered parties to the covered matters.

(4) Unless the Insured has tendered the defense of a Claim to the Company pursuant to paragraph (2) 

of this Endorsement, the Defense and Settlement provision in this Endorsement shall supersede and 

take precedence over any Defense and Settlement provision in any other Endorsement.

(5) The Allocation provision in this Endorsement shall supersede and take precedence over any 

Allocation provision in any other Endorsement.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms 

and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

O_M@

Trustee_Akerman_010090

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 55 of 104
14-02-21994 (09/2016) Page 3

Authorized Representative

Trustee_Akerman_010091

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 56 of 104
14-02-22019 (04/2016) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 10

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

ADD EMPLOYED LAWYER COVERAGE ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) Section IV, Definitions, of this Coverage Part is amended as follows:

(A) The following definitions are added to this Section:

Employed Lawyer means any Insured Person of the Organization who is admitted to 

practice law and who is or was employed as a lawyer for, and salaried by, the Organization.

Employed Lawyer Wrongful Act means act, error or omission committed, attempted, or 

allegedly committed or attempted by an Employed Lawyer in the rendering of, or failure to 

render, professional legal services for an Organization while in his or her capacity as a 

lawyer for such Organization.

(B) The definition of Wrongful Act is amended to include an Employed Lawyer Wrongful

Act.

(2) The Company shall not be liable for Loss on account of any Claim:

(A) based upon, arising from, or in consequence of any act, error or omission in connection with 

any activities by such Employed Lawyer which: 

(i) are not related to such Employed Lawyer’s employment with the Organization;

(ii) are not rendered on the behalf of, for, or to the Organization; or

(iii) are performed by the Employed Lawyer for others for a fee;

(B) based upon, arising from, or in consequence of any Employed Lawyer Wrongful Act while 

the Employed Lawyer was not employed as a lawyer by the Organization; or

(c) based upon, arising from, or in consequence of any activities by the Employed Lawyer as an 

officer or director of any entity other than the Organization.

Trustee_Akerman_010092

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 57 of 104
14-02-22019 (04/2016 Page 2

(3) The Company's maximum liability under this Coverage Part for all Loss on account of all Claims for 

all Employed Lawyer Wrongful Acts shall be $1,000,000, which amount is part of and not in 

addition to the Maximum Aggregate Limit of Liability set forth in Item 2 of the D&O Declarations.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

O_M@

Trustee_Akerman_010093

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 58 of 104
14-02-22050 (05/2016) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 11

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

AMEND INSURED VERSUS INSURED EXCLUSION ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) Exclusion (A)(6), Insured versus Insured, of this Coverage Part is amended to add the following to the end 

thereof:

(d) brought by a securityholder of the Organization against an Insured, provided this Subparagraph 

(d) shall not apply to any such Claim by a securityholder brought and maintained without the 

solicitation, assistance, active participation or intervention of the Organization or any Executive;

(2) Subparagraph (b)(iii) of Exclusion (A)(6), Insured versus Insured, of this Coverage Part is deleted.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

O_M@

Trustee_Akerman_010094

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 59 of 104
14-02-22215 (01/2017) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 12

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

CRISIS MANAGEMENT COVERAGE ENDORSEMENT

In consideration of the premium charged, it is agreed that this Coverage Part is amended as follows:

(1) CRISIS MANAGEMENT COVERAGE

The Company shall pay, on behalf of an Organization, Crisis Management Expenses which the 

Organization becomes legally obligated to pay on account of a Crisis Management Event occurring 

during the Policy Period in an aggregate amount not to exceed $25,000 per Policy Period (“Crisis 

Management Sublimit”), which amount is part of, and not in addition to, the Maximum Aggregate Limit 

of Liability set forth in Item 2 of the D&O Declarations and no Retention shall apply to such amount. 

(2) AMEND DEFINITIONS

Section IV, Definitions, is amended as follows:

(1) The definition of Claim shall not include any Crisis Management Event.

(2) The definition of Loss shall not include Crisis Management Expenses.

(3) The following definitions are added to the Section:

Adverse Publicity means the publication of unfavorable information regarding the Organization

which can reasonably be considered to materially reduce public confidence in the competence, 

integrity or viability of the Organization. Such publication must occur in a report about an 

Organization appearing in:

(A) a daily newspaper of general circulation; or

(B) a radio or television news program.

Crisis Management Event means any one of the following events first occurring during the Policy 

Period which results in Adverse Publicity: 

(A) an unanticipated death, incapacity, resignation or federal or state criminal indictment of the 

Chief Executive Officer or Chief Financial Officer of the Organization;

Trustee_Akerman_010095

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Exhibit B Page 60 of 104
14-02-22215 (01/2017) Page 2

(B) an unanticipated loss to the Organization arising from a product recall, delay in production, 

loss of intellectual property rights (other than by expiration), loss of major contract or 

customer; 

(C) the Organization’s intention to file or its actual filing for bankruptcy protection or a third 

party’s intention to file or its actual filing for bankruptcy protection on behalf of the 

Organization, whether voluntary or involuntary; 

(D) the threatened or actual commencement by a third party of an action, audit or investigation 

alleging an employment-related Wrongful Act by the Organization; 

(E) the commencement or threat of litigation or other proceedings by any governmental or 

regulatory agency against the Organization; or

(F) any other material event if such event is specifically added by written endorsement attached 

to this Coverage Part.

Crisis Management Expenses means the following expenses incurred by the Organization, with 

the Company’s prior written consent:

(A) reasonable and necessary expenses incurred by a marketing firm, public relations firm, law 

firm or crisis management firm retained on behalf of Organization to make a public 

communication or provide advice to prevent or minimize business disruption with respect to a 

Crisis Management Event; 

(B) reasonable and necessary expenses incurred by the Organization for publication and 

circulation of materials in connection with a Crisis Management Event; or

(C) reasonable and necessary travel expenses incurred by any Insured Person in connection 

with a Crisis Management Event.

(3) AMEND REPORTING

Paragraph (B) of Section VI, Reporting, is amended to add the following:

A Crisis Management Event shall be deemed to have first commenced when an Insured becomes 

aware of a Crisis Management Event, and gives written notice thereof to the Company, and shall 

conclude at the earliest point in time when a marketing firm, public relations firm, law firm or crisis 

management firm retained on behalf of Organization advises the Organization that such Crisis 

Management Event no longer exists or when the Crisis Management Sublimit has been exhausted.

If during the Policy Period, an Insured becomes aware of a Crisis Management Event, and gives 

written notice thereof to the Company, then any Claim subsequently arising from such Crisis 

Management Event shall be deemed to have been first made against the Insured during the Policy 

Year in which such written notice was first given by the Insured to the Company, provided any such 

subsequent Claim is reported to the Company as soon as practicable, but in no event later than ninety 

(90) days after the chief executive officer, chief financial officer, in-house general counsel or any person 

with the responsibility for the management of insurance claims (or any equivalent position to any of the 

foregoing) of an Organization becomes aware of such Claim.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms 

and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Trustee_Akerman_010096

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Exhibit B Page 61 of 104
14-02-22215 (01/2017) Page 3

Authorized Representative

OM

Trustee_Akerman_010097

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Exhibit B Page 62 of 104
14-02-22845 (09/2017) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3 0 Directors & Officers and Entity Liability Coverage Part

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 13

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

EMPLOYMENT PRACTICES LIABILITY EXCLUSION ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) The Company shall not be liable under this Coverage Part for Loss on account of any Claim based 

upon, arising from, or in consequence of any employment-related Wrongful Act.

(2) The Company shall not be liable under this Coverage Part for Loss on account of any Claim based 

upon, arising from, or in consequence of any discrimination against, or sexual harassment of any third 

party.

(3) Exclusion (A)(3), Bodily Injury/Property Damage, of this Coverage Part is deleted and replaced with 

the following:

(3) Bodily Injury/Property Damage

for bodily injury, mental anguish, humiliation, emotional distress, sickness, disease or death 

of any person or damage to or destruction of any tangible property including loss of use 

thereof whether or not it is damaged or destroyed; 

(4) Subparagraph (c)(i) of Exclusion (A)(6), Insured versus Insured, is deleted.

(5) Exclusion (B)(2), Employment Practices, and Exclusion (B)(3), Third Party Discrimination or Sexual 

Harassment, of this Coverage Part are deleted.

(6) Any reference to Exclusion (B)(2), Employment Practices, in Section IX, Allocation, of this Coverage 

Part is deleted. 

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms 

and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Trustee_Akerman_010098

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Exhibit B Page 63 of 104
14-02-22845 (09/2017) Page 2

Authorized Representative

OM

Trustee_Akerman_010099

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 64 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273D (11/2010) 1 of 1

FL DECLARATIONS FEDERAL INSURANCE COMPANY

A stock insurance company, incorporated under the laws of 

Indiana, herein called the Company

Capital Center, 251 North Illinois, Suite 1100

Indianapolis, IN 46204-1927

NOTICE: THIS COVERAGE PART PROVIDES CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO "CLAIMS" 

FIRST MADE DURING THE "POLICY PERIOD", OR ANY APPLICABLE EXTENDED REPORTING PERIOD. THE 

LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE EXHAUSTED BY 

"DEFENSE COSTS", AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE RETENTION. IN NO EVENT WILL 

THE COMPANY BE LIABLE FOR "DEFENSE COSTS" OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN 

EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. READ THE ENTIRE POLICY CAREFULLY.

Item 1. Parent Organization: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS 

& SUBSIDIARIES 

Item 2. Maximum Aggregate Limit of Liability for this 

Coverage Part: $5,000,000.00

Item 3. Retentions:

(A) Insuring Clause (A)

Fiduciary Liability Coverage: $5,000.00

(B) Insuring Clause (B) 

Voluntary Settlement Program Coverage: $5,000.00

Item 4. Pending or Prior Proceedings Dates:

(A) Insuring Clause (A): October 30, 2021

(B) Insuring Clause (B): October 30, 2021

CHUBE

Trustee_Akerman_010100

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Exhibit B Page 65 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 1 of 10

In consideration of payment of the premium and subject to the Declarations, General Terms and Conditions, and 

the limitations, conditions, provisions and other terms of this Coverage Part, the Company and the Insureds

agree as follows:

I. INSURING CLAUSES

Insuring Clause (A): Fiduciary Liability Coverage

(A) The Company shall pay, on behalf of an Insured, Loss on account of a Claim first made against the 

Insured during the Policy Period, or the Extended Reporting Period if applicable, for a Wrongful Act by 

the Insured or by any natural person for whose Wrongful Acts the Insured is legally liable.

Insuring Clause (B): Voluntary Settlement Program Coverage

(B) The Company shall pay, on behalf of an Insured, Voluntary Program Loss and Defense Costs with 

respect to a Voluntary Program Notice that is first given to the Company during the Policy Period, 

provided that the Company’s maximum liability for all Voluntary Program Loss and Defense Costs for 

the Policy Year shall be $150,000, which amount is part of, and not in addition to, the Maximum 

Aggregate Limit of Liability set forth in Item 2 of the FL Declarations.

II. DEFINITIONS

For purposes of this Coverage Part:

Administration means:

(A) advising, counseling, or failing to provide proper or timely notice to Employees, Executives, participants 

or beneficiaries with respect to any Plan; 

(B) providing interpretations with respect to any Plan; or

(C) handling of records or effecting enrollment, termination or cancellation of Employees, Executives, 

participants or beneficiaries under any Plan.

Application means:

(A) any portion of an application given to the Company for this Policy including any attachments, written 

information and materials provided to the Company by or on behalf of an Insured for the purposes of the 

Company's underwriting of this Coverage Part;

(B) all schedules filed with the U.S. Department of the Treasury Internal Revenue Service, the U.S. 

Department of Labor Employee Benefits Security Administration and the Pension Benefit Guarantee 

Corporation, and the audited financial statements last filed for all Sponsored Plans; and

(C) any warranty provided to the Company within the past three years in connection with any coverage part 

or policy of which this Coverage Part is a renewal or replacement.

Claim means any:

(A) written demand first received by an Insured for monetary or non-monetary relief, including injunctive 

relief;

(B) civil proceeding commenced by the service of a complaint or similar pleading;

(C) criminal proceeding commenced by: (1) an arrest, or (2) return of an indictment, information or similar 

document; 

(D) formal administrative or formal regulatory proceeding commenced by the filing of a notice of charges, 

formal investigative order or similar document;

(E) arbitration or mediation proceeding commenced by the receipt of a demand for arbitration, demand for 

mediation, or similar document; 

CHUB

Trustee_Akerman_010101

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Exhibit B Page 66 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 2 of 10

(F) written notice of commencement of a fact-finding investigation by the U.S. Department of Labor, the U.S. 

Pension Benefit Guaranty Corporation, or any similar governmental authority located outside the United 

States, including, the Pensions Ombudsman appointed by the United Kingdom Secretary of State for 

Work and Pensions or by the United Kingdom Occupational Pensions Regulatory Authority or any 

successor thereto; or

(G) official request for Extradition of an Insured Person,

against an Insured for a Wrongful Act, including any appeal therefrom; or

(H) a written request first received by an Insured to toll or waive a statute of limitations relating to a potential 

Claim as described in Subsections (A) through (G) above.

Committee means any committee established by an Organization with respect to a Sponsored Plan, which

consists only of natural person members who are Executives or Employees.

Defense Costs means that part of Loss consisting of reasonable costs, charges, fees (including attorneys’ fees 

and experts’ fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of the Insured 

Persons) incurred in investigating, defending, opposing or appealing any Claim or any Voluntary Program 

Notice, and the premium for appeal, attachment or similar bonds.

Employee means any natural person whose labor or service was, is or will be engaged and directed by an 

Organization, including a part-time, seasonal, leased and temporary employee, intern or volunteer. Employee

shall not include any independent contractor.

ERISA means:

(A) the Employee Retirement Income Security Act of 1974, as amended and any rules or regulations 

promulgated thereunder (including, amendments relating to the Consolidated Omnibus Budget 

Reconciliation Act of 1985, and the Health Insurance Portability and Accountability Act of 1996

(“HIPAA”));

(B) the English Pension Scheme Act 1993, and the English Pensions Act 1995, as such Acts are amended 

and any rules or regulations promulgated under such Acts, and

any similar statutory or common law anywhere in the world, and any rules or regulations promulgated thereunder; 

and 

(C) the privacy provisions under HIPAA.

Executive means any natural person who was, is or will be:

(A) a duly elected or appointed director, officer, member of the Advisory Board or in-house general counsel of 

any Organization incorporated in the United States of America;

(B) a duly elected or appointed: (1) manager, member of the Board of Managers or equivalent position; (2) 

member of the Advisory Board; or (3) in-house general counsel, of any Organization formed as a limited 

liability company in the United States of America; or 

(C) a holder of an equivalent position to those described in Subsections (A) or (B) above in any Organization

incorporated, formed or organized anywhere in the world. 

Extradition means any formal process by which an Insured Person located in any country is surrendered to any 

other country for trial or otherwise to answer any criminal accusation, or the execution of a warrant for the arrest 

of an Insured Person where such execution is an element of Extradition.

Financial Impairment means the status of an Organization resulting from:

(A) the appointment by any federal or state official, agency or court of any receiver, conservator, liquidator, 

trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate such 

Organization; or

(B) such Organization becoming a debtor in possession under the United States bankruptcy law or the 

equivalent of a debtor in possession under the law of any other country, 

CHUB

Trustee_Akerman_010102

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Exhibit B Page 67 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 3 of 10

provided that the court or other judicial or administrative body overseeing the receivership, conservatorship, 

liquidation, rehabilitation, bankruptcy or equivalent proceeding has denied a request by the Organization, or 

other party determined to have standing, for authorization of the Organization to indemnify an Insured Person

for Loss; provided further that, the Company may, in its sole discretion, waive the foregoing requirement.

Insured means any Organization, any Plan, any Committee and any Insured Person.

Insured Person means any:

(A) Executive or Employee of an Organization;

(B) employee of a Sponsored Plan; 

(C) past, present or future natural person trustee of an Organization or of the Sponsored Plan; and 

(D) past, present or future natural person trustee or fiduciary, when such natural person is added as an 

Insured Person by specific written endorsement to this Coverage Part.

Loss means:

(A) solely for purposes of Insuring Clause (A), Fiduciary Liability Coverage, the amount which any Insured 

becomes legally obligated to pay as a result of any Claim, including: 

(1) compensatory damages;

(2) punitive, exemplary or multiplied damages, if and to the extent such damages are insurable under 

the law of the jurisdiction most favorable to the insurability of such damages, provided such 

jurisdiction has a substantial relationship to the Insured, the Company, or the Claim giving rise to 

such damages; 

(3) judgments, including pre-judgment and post-judgment interest; 

(4) settlements; and

(5) Defense Costs; and 

(B) solely for purposes of Insuring Clause (B), Voluntary Settlement Program Coverage, Voluntary Program 

Loss,

provided that Loss does not include any portion of such amount that constitutes any:

(1) cost of compliance with any order for, grant of or agreement to provide non-monetary relief, including 

injunctive relief;

(2) amount uninsurable under the law pursuant to which this Coverage Part is construed;

(3) tax imposed by law;

(4) fine or penalty imposed by law, except:

(a) as provided in Paragraph (A)(2) above with respect to punitive, exemplary or multiplied damages;

(b) the five percent (5%) or less, or the twenty percent (20%) or less, civil penalties imposed upon an 

Insured as a fiduciary under Section 502(i) or (l), respectively, of the Employee Retirement 

Income Security Act of 1974, as amended; 

(c) solely with respect to Insuring Clause (B), Voluntary Settlement Program Coverage, Voluntary 

Program Loss; 

(d) civil penalties imposed by:

(i) the Pension Ombudsman appointed by the United Kingdom Secretary of State for Work 

and Pensions or any successor thereto, by the United Kingdom Occupational Pensions 

Regulatory Authority, or the Pensions Regulator or any successor thereto, pursuant to 

the Pension Scheme Act 1993, the Pensions Act 1995, the Pensions Act 2004, or rules 

or regulations thereunder; or

(ii) Ireland’s Pensions Board or Pensions Ombudsman,

CHUB

Trustee_Akerman_010103

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 68 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 4 of 10

provided that any coverage for such civil penalties applies only if the funds or assets of the 

pension scheme are not used to fund, pay or reimburse the premium for this Coverage Part;

(e) civil penalties imposed upon an Insured as a fiduciary under Section 502(c) of the Employee 

Retirement Income Security Act of 1974, as amended (including, any amendments pursuant to 

Section 507 of Title V of the Pension Protection Act of 2006); provided the Company’s maximum 

limit of liability for all such civil penalties on account of all Claims first made during the Policy 

Year shall be $50,000, which amount is part of, and not in addition to, the Maximum Aggregate 

Limit of Liability set forth in Item 2 of the FL Declarations; 

(f) civil money penalties imposed upon an Insured for such Insured’s violation of the privacy 

provisions of the Health Insurance Portability and Accountability Act of 1996, as amended; 

provided the Company’s maximum limit of liability for all such civil money penalties on account of 

all Claims first made during the Policy Year shall be $150,000, which amount is part of, and not 

in addition to, the Maximum Aggregate Limit of Liability set forth in Item 2 of the FL Declarations;

(5) amounts incurred by an Insured in the defense or investigation of any action, proceeding, investigation or 

demand that was not then a Claim or a Voluntary Program Notice, even if (a) such amount also 

benefits the defense of a covered Claim or Voluntary Program Notice; or (b) such action, proceeding, 

investigation or demand subsequently gives rise to a Claim or to a Voluntary Program Notice;

(6) cost incurred in cleaning-up, removing, containing, treating, detoxifying, neutralizing, assessing the 

effects of, testing for, or monitoring Pollutants; or 

(7) (a) benefits due or to become due under any Plan, or (b) benefits which would be due under any Plan if 

such Plan complied with all applicable law, including loss resulting from the payment of plaintiff attorneys' 

fees based upon a percentage of such benefits or payable from a common fund established to pay such 

benefits, except to the extent that:

(i) an Insured is a natural person and the benefits are payable by such Insured as a personal 

obligation, and recovery for the benefits is based upon a covered Wrongful Act; or

(ii) a Claim made against an Insured alleges a loss to the Plan and/or to the accounts of such 

Plan’s participants by reason of a change in the value of the investments held by such Plan, 

regardless of whether the amounts sought or recovered by the plaintiffs in such Claim are 

characterized by plaintiffs as “benefits” or held by a court as “benefits”.

Plan means: 

(A) any Sponsored Plan; and

(B) any government-mandated insurance for workers compensation, unemployment, social security or 

disability benefits for Employees and Executives.

Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, 

fumes, acids, alkalis, chemicals, asbestos, asbestos products or waste. Waste includes materials to be recycled, 

reconditioned or reclaimed.

Sponsored Plan means:

(A) any employee benefit plan, pension benefit plan or welfare benefit plan, as defined in and subject to the 

Employee Retirement Income Security Act of 1974, as amended, including any VEBA, which is operated 

solely by an Organization or jointly by an Organization and a labor organization solely for the benefit of 

the Employees or Executives of an Organization, located anywhere in the world and which existed on 

or before the inception date of this Policy, or, subject to Section VI, Changes in Exposure, of the General 

Terms and Conditions, which is created or acquired after such inception date, provided that any coverage 

with respect to an employee stock ownership plan created or acquired during the Policy Period shall be 

further subject to Section IV, Creation or Acquisition of an ESOP;

(B) any other employee benefit plan or program not subject to the Employee Retirement Income Security Act 

of 1974, as amended which is operated solely by an Organization or jointly by an Organization and a 

labor organization solely for the benefit of the Employees or Executives of an Organization, including 

any fringe benefit or excess benefit plan located anywhere in the world and which existed on or before the 

CHUB

Trustee_Akerman_010104

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Exhibit B Page 69 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 5 of 10

inception date of this Policy, or, subject to Section VI, Changes in Exposure, of the General Terms and 

Conditions, which is created or acquired after such inception date; and

(C) any other plan, fund, or program specifically included as a Sponsored Plan by endorsement to this 

Coverage Part,

provided that Sponsored Plan shall not include any employee stock ownership plan created or acquired by the

Organization during the Policy Period (except as otherwise provided in Section IV, Creation or Acquisition of an 

ESOP).

VEBA means any Voluntary Employees’ Beneficiary Associations as defined in Section 501(c)(9) of the Internal 

Revenue Code of 1986, as amended and any regulations thereunder, the purpose of which is to provide for life, 

sick, accident or other benefits for voluntary members who are Employees, Executives, their dependents or 

designated beneficiaries.

Voluntary Program means any voluntary compliance resolution program or similar voluntary settlement program 

administered by the U.S. Internal Revenue Service or U.S. Department of Labor, including the Delinquent Filer 

Voluntary Compliance Program, the Voluntary Fiduciary Correction Program and the Employee Plans Compliance 

Resolution System, or any similar program administered by a governmental authority located outside the United 

States.

Voluntary Program Loss means fees, fines, penalties or sanctions paid by an Insured to a governmental 

authority pursuant to a Voluntary Program for the actual or alleged inadvertent non-compliance by a Plan with 

any statute, rule or regulation, provided that the Voluntary Program Notice relating thereto was given to the 

Company during the Policy Period.

Voluntary Program Notice means, with respect to any Plan, prior written notice to the Company by any Insured 

of the Insured’s intent to enter into any Voluntary Program, provided that no Insured Person knew the Plan to 

be actually or allegedly non-compliant as of the earlier of the inception of this Policy or the inception of the first 

policy in an uninterrupted series of policies issued by the Company of which this Coverage Part is a direct or 

indirect renewal or replacement.

Wrongful Act means any actual or alleged: 

(A) breach of the responsibilities, obligations or duties imposed by ERISA upon fiduciaries of the Sponsored 

Plan committed, attempted or allegedly committed or attempted by an Insured while acting in the 

Insured’s capacity as a fiduciary; 

(B) negligent act, error or omission in the Administration of any Plan committed, attempted or allegedly 

committed or attempted by an Insured; or

(C) matter, other than as set forth in (A) or (B) above, claimed against an Insured solely by reason of the

Insured’s service as a fiduciary of any Sponsored Plan.

III. EXCLUSIONS

The Company shall not be liable for Loss on account of any Claim or for any Voluntary Program Notice:

(A) Prior Notice:

based upon, arising from or in consequence of any fact, circumstance, situation, transaction, event or 

Wrongful Act that, before the inception date set forth in Item 2(A), Policy Period, of the GTC 

Declarations, was the subject of any notice accepted under any fiduciary liability or employee benefit 

liability policy or coverage part of which this Coverage Part is a direct or indirect renewal or replacement;

(B) Pending or Prior Proceedings:

based upon, arising from or in consequence of a written demand, suit, or other proceeding pending

against, or order, decree or judgment entered for or against any Insured, on or prior to the applicable 

Pending or Prior Proceedings Date set forth in Item 4 of the FL Declarations, or the same or substantially 

the same fact, circumstance or situation underlying or alleged therein;

CHUB

Trustee_Akerman_010105

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 70 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 6 of 10

(C) Bodily Injury/Property Damage:

for bodily injury, mental anguish, humiliation, emotional distress, sickness, disease or death of any person 

or damage to or destruction of any tangible property including loss of use thereof whether or not it is 

damaged or destroyed;

(D) Pollution:

based upon, arising from or in consequence of any:

(1) discharge, emission, release, dispersal or escape of any Pollutants, or any threat thereof;

(2) treatment, removal or disposal of any Pollutants; or

(3) regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, 

detoxify or neutralize any Pollutants,

including any Claim for financial loss to an Organization, its securityholders or its creditors, or to the 

Plan, based upon, arising from or in consequence of any matter described in Paragraphs (1), (2) or (3) of 

this Exclusion (D),

provided that this Exclusion (D) shall not apply:

(1) to Loss on account of any Claim by or on behalf of a beneficiary of or participant in any 

Sponsored Plan based upon, arising from or in consequence of the diminution in value of any 

securities owned by the Sponsored Plan in any organization if such diminution in value is 

allegedly as a result of the matters described above in this Exclusion (D); or

(2) to Loss which an Insured Person becomes legally obligated to pay and for which such Insured 

Person is not indemnified by an Organization either because the Organization is not permitted 

by statutory or common law to grant such indemnification or because of the Financial 

Impairment of the Organization, provided that this exception shall only apply to Claims first 

made during the Policy Period or the Extended Reporting Period, if applicable;

(E) Assumed Liability Under Contract:

based upon, arising from or in consequence of liability of others assumed by any Insured under any 

written or oral contract or agreement, provided that this Exclusion (E) shall not apply to Loss to the extent 

that:

(1) an Insured would have been liable in the absence of the contract or agreement; or

(2) the liability was assumed under the agreement or declaration of trust pursuant to which the Plan

was established; 

(F) Workers’ Compensation, Unemployment, Social Security, Disability Benefits:

for any failure of any Insured to comply with any workers’ compensation, unemployment insurance, social 

security or disability benefits law or any amendments to or rules or regulations promulgated under any 

such law, or any similar provisions of any federal, state, or local statutory law or common law anywhere in

the world, except, to the extent otherwise covered hereunder, Wrongful Acts in connection with: (a) the 

Consolidated Omnibus Budget Reconciliation Act of 1985, (b) the Health Insurance Portability and 

Accountability Act of 1996, or (c) any amendments to or any rules or regulations promulgated under such 

Acts;

(G) Wage and Hour:

for any violation of the responsibilities, obligations or duties imposed by any federal, state, or local 

statutory law or common law anywhere in the world (including the Fair Labor Standards Act) or 

amendments to or regulations promulgated under any such law that governs wage, hour and payroll 

policies and practices; or

(H) Conduct:

based upon, arising from or in consequence of: 

(1) any deliberately fraudulent act or omission, or any willful violation of any statute or regulation, by 

an Insured, if a final, non-appealable adjudication in any underlying proceeding or action (other 

than a declaratory proceeding or action brought by or against the Company) establishes such an

act or omission or violation; or

CHUB

Trustee_Akerman_010106

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 71 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 7 of 10

(2) an Insured having gained any profit, remuneration or other advantage to which such Insured 

was not legally entitled, if a final, non-appealable adjudication in any underlying proceeding or 

action (other than a declaratory proceeding or action brought by or against the Company) 

establishes the gaining of such a profit, remuneration or advantage,

provided that,

(a) no conduct pertaining to any Insured Person shall be imputed to any other Insured Person or to 

any Plan; and

(b) any conduct pertaining to any past, present, or future chief financial officer, chief executive officer, 

chief operating officer or head of benefits (or any equivalent position to any of the foregoing) of an 

Organization shall be imputed to such Organization and its Subsidiaries.

IV. CREATION OR ACQUISITION OF AN ESOP

Notwithstanding anything in this Coverage Part to the contrary, if during the Policy Period any Organization

creates or directly or indirectly acquires an employee stock ownership plan (“ESOP”), the Organization shall 

promptly give to the Company written notice thereof together with such other information requested by the 

Company. The Company shall, at the request of the Organization, provide to the Organization a quotation for 

coverage for Claims based upon, arising from or in consequence of such ESOP, subject to such terms, 

conditions, limitations of coverage and such additional premium as the Company, in its sole discretion, may 

require.

V. TERMINATION OF PLAN

In the event:

(A) an Organization terminates a Plan before or after the inception date of this Policy, coverage under this 

Coverage Part, with respect to such terminated Plan, shall continue until termination of this Coverage 

Part for those who were Insureds at the time of such Plan termination or who would have been an 

Insured at the time of such termination if this Coverage Part had been in effect, with respect to Wrongful 

Acts prior to or after the date the Plan was terminated; or

(B) the Pension Benefit Guaranty Corporation (“PBGC”) becomes the Trustee of a Plan before or after the 

inception date of this Policy, coverage under this Coverage Part, with respect to such Plan, shall continue 

until termination of this Coverage Part for those who were Insureds at the time the PBGC became the 

Trustee of such Plan with respect to Wrongful Acts prior to the effective date the PBGC became the 

Trustee of such Plan.

VI. REPORTING

(A) An Insured shall, as a condition precedent to exercising any right to coverage under this Coverage Part, 

give to the Company written notice of any Claim as soon as practicable after the chief executive officer, 

chief financial officer, in-house general counsel, head of benefits, or any person responsible for the 

management of insurance claims (or any equivalent position to any of the foregoing) of an Organization

becomes aware of such Claim, but in no event later than:

(1) if this Coverage Part expires (or is otherwise terminated) without being renewed with the 

Company, ninety (90) days after the effective date of such expiration or termination; or

(2) the expiration date of the Extended Reporting Period, if applicable,

provided that if the Company sends written notice to the Parent Organization, stating that this Coverage 

Part is being terminated for nonpayment of premium, an Insured shall give to the Company written notice 

of such Claim prior to the effective date of such termination.

CHUB

Trustee_Akerman_010107

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Exhibit B Page 72 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 8 of 10

(B) If during the Policy Period, or any applicable Extended Reporting Period, an Insured becomes aware of 

circumstances which could give rise to a Claim and gives written notice of such circumstances to the 

Company, then any Claim subsequently arising from such circumstances shall be deemed made against 

the Insured during the Policy Year in which such circumstances were first reported to the Company, 

provided any such subsequent Claim is reported to the Company as soon as practicable, but in no event 

later than ninety (90) days after the chief executive officer, chief financial officer, in-house general 

counsel, head of benefits, or any person responsible for the management of insurance claims (or any 

equivalent position to any of the foregoing) of an Organization becomes aware of such Claim. 

(C) If during the Policy Period an Insured gives a Voluntary Program Notice to the Company, then any 

Claim subsequently arising from such Voluntary Program Notice, or arising from the same or related 

facts, circumstances or situations alleged therein, shall be deemed to have been first made during the 

Policy Year in which such Voluntary Program Notice was first given to the Company, provided any

such subsequent Claim is reported to the Company as soon as practicable, but in no event later than 

ninety (90) days after the chief executive officer, chief financial officer, in-house general counsel, head of 

benefits, or any person responsible for the management of insurance claims (or any equivalent position to 

any of the foregoing) of an Organization becomes aware of such Claim. 

(D) An Insured shall, as a condition precedent to exercising any right to coverage under this Coverage Part, 

give to the Company such information, assistance and cooperation as the Company may reasonably 

require, and shall include in any notice under Subsections (A), (B) or (C) above a description of the 

Claim, circumstances, or Voluntary Program Notice (including the facts, circumstances or situations 

alleged therein), the nature of the alleged Wrongful Act or circumstances, the nature of the alleged or 

potential damage, the names of the actual or potential claimants, and the manner in which such Insured 

first became aware of the Claim, circumstances, or alleged Wrongful Act or Voluntary Program Notice.

VII. RETENTION AND PRESUMPTIVE INDEMNIFICATION

(A) The Company’s liability under this Coverage Part shall apply only to that part of each Loss which is in 

excess of the applicable Retention set forth in Item 3 of the FL Declarations and such Retention shall be 

borne by the Insureds uninsured and at their own risk.

(B) If different parts of a single Claim are subject to different Retentions in different Insuring Clauses within 

this Coverage Part, the applicable Retentions shall be applied separately to each part of such Claim, but 

the sum of such Retentions shall not exceed the largest applicable Retention.

(C) If different parts of a single Claim are subject to different Retentions in different Coverage Parts, the 

applicable Retentions will be applied separately to each part of such Claim, but the sum of such 

Retentions shall not exceed the largest applicable Retention.

(D) Claims and Voluntary Program Notices shall be subject to the Retention(s) applicable to the Policy Year

during which such Claims or Voluntary Program Notices are made or deemed to have been made.

(E) No Retention shall apply to:

(1) any Loss under this Coverage Part incurred by an Insured Person if such Loss cannot be 

indemnified by an Organization or Plan because such Organization or Plan is not permitted by 

common or statutory law to indemnify, or is permitted or required to indemnify, but is unable to do 

so by reason of Financial Impairment; or

(2) any Loss constituting civil penalties imposed by law pursuant to Subparagraphs (4)(e) and (4)(f) 

as set forth within the definition of Loss.

(F) For the purposes of determining an Organization’s indemnification obligation to any Advisory Board 

Member, each Advisory Board Member shall be deemed a director or officer of the Organization. 

Accordingly, the Organization shall be deemed to have granted indemnification to each Advisory Board 

Member to the fullest extent permitted by statutory or common law to the same extent as any director or 

officer of the Organization.

CHUB

Trustee_Akerman_010108

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Exhibit B Page 73 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 9 of 10

VIII. DEFENSE AND SETTLEMENT

(A) Except as provided in Subsection (B) below, the Company shall have the right and duty to defend any 

Claim covered by this Coverage Part. Coverage shall apply even if any of the allegations are groundless, 

false or fraudulent. The Company’s duty to defend any Claim shall cease upon exhaustion of the 

applicable Limit of Liability. 

(B) Notwithstanding Subsection (A) above, it shall be the duty of the Insureds and not the duty of the 

Company to defend any Claim which is in part excluded from coverage pursuant to Exclusion III(G), 

Wage and Hour. For such portion of such Claim that is otherwise covered under this Coverage Part, the 

Insureds shall select as defense counsel for such Claim a law firm included in the Company’s then 

current list of approved fiduciary liability defense firms for the jurisdiction in which such Claim is pending.

(C) It shall be the duty of the Insureds and not the duty of the Company to defend any Voluntary Program 

Notice, provided that the Insureds shall select as defense counsel for such Voluntary Program Notice a 

law firm included in the Company’s then current list of approved fiduciary liability defense firms for the 

jurisdiction applicable to such Voluntary Program Notice.

(D) The Company may make any investigation it deems necessary and may, with the consent of the

Insureds, make any settlement of any Claim or Voluntary Program Notice it deems appropriate. 

(E) No Insured shall settle any Claim or Voluntary Program Notice, incur any Defense Costs or otherwise 

assume any contractual obligation or admit any liability with respect to any Claim or Voluntary Program 

Notice, without the Company’s written consent, which shall not be unreasonably withheld. The Company 

shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has 

not consented.

(F) The Company shall have no obligation to pay Loss, including Defense Costs, or to defend or continue to 

defend any Claim or Voluntary Program Notice after the Company’s Maximum Aggregate Limit of 

Liability set forth in Item 2 of the FL Declarations or the Combined Maximum Aggregate Limit of Liability

set forth in Item 3 of the GTC Declarations, if applicable, has been exhausted by the payment of Loss

and the applicable premium shall be deemed fully earned.

(G) The Insureds agree to provide the Company with all information, assistance and cooperation which the 

Company reasonably requests and agree they will do nothing that may prejudice the Company’s position 

or its potential or actual rights of recovery.

(H) The Company will not seek repayment from an Insured Person of any Defense Costs paid by the 

Company that are deemed uninsured pursuant to Exclusion III(H), Conduct, unless the applicable 

determination standard (whether a final, non-appealable adjudication; or other determination standard) 

set forth in such Exclusion has been met.

IX. ALLOCATION

If the Insureds who are afforded coverage for a Claim incur an amount consisting of both Loss that is covered by 

this Coverage Part and also loss that is not covered by this Coverage Part because such Claim includes both 

covered and uncovered matters, then coverage shall apply as follows:

(A) Defense Costs: one hundred percent (100%) of Defense Costs incurred by such Insured on account of 

such Claim shall be covered Loss, provided that the foregoing shall not apply with respect to any 

Insured for whom coverage is excluded pursuant to Exclusion III(G), Wage and Hour, or Subsection 

XII(C), Representations and Severability. Such Defense Costs shall be allocated between covered Loss

and non-covered loss based on the relative legal exposures of the parties to such matters; and

(B) loss other than Defense Costs: all remaining loss incurred by such Insured from such Claim shall be 

allocated between covered Loss and uncovered loss based upon the relative legal exposures of the 

parties to such matters. 

CHUB

Trustee_Akerman_010109

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Exhibit B Page 74 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Fiduciary Liability Coverage Part

14-02-17273 (12/2010) Page 10 of 10

X. PRIORITY OF PAYMENTS

(A) If a liquidation or reorganization proceeding is commenced by or against an Organization pursuant to the 

United States Bankruptcy Code or any similar state or local law and in the event payment of Loss is due 

under this Coverage Part but, in the sole discretion of the Company, the amount of such Loss in the 

aggregate potentially exceeds the remaining available Limit of Liability for this Coverage Part, the 

Company shall:

(1) first pay such covered Loss incurred by the Insured Persons and the Plans; then

(2) to the extent of any remaining amount of the Limit of Liability available after payment under 

Paragraph (1) above, pay such covered Loss incurred by an Organization.

(B) Except as otherwise provided in Subsection (A) above, the Company may pay covered Loss as it 

becomes due under this Coverage Part without regard to the potential for other future payment 

obligations under this Coverage Part.

XI. OTHER INSURANCE

If any Loss under this Coverage Part is insured under any other valid and collectible insurance policy (other than 

a policy that is issued specifically as excess of the insurance afforded by this Coverage Part), this Coverage Part 

shall be excess of and shall not contribute with such other insurance, regardless of whether such other insurance 

is stated to be primary, contributory, excess, contingent or otherwise.

XII. REPRESENTATIONS AND SEVERABILITY

(A) In granting coverage to the Insureds under this Coverage Part, the Company has relied upon the 

declarations and statements in the Application for this Coverage Part. Such declarations and 

statements are the basis of the coverage under this Coverage Part and shall be considered as 

incorporated in and constituting part of this Coverage Part.

(B) The Application for coverage shall be construed as a separate Application for coverage by each 

Insured Person. With respect to the declarations and statements in such Application, no knowledge 

possessed by an Insured Person shall be imputed to any other Insured Person.

(C) However, in the event that such Application contains any misrepresentations made with the actual intent 

to deceive or contains misrepresentations which materially affect either the acceptance of the risk or the 

hazard assumed by the Company under this Coverage Part, then no coverage shall be afforded for any 

Claim based upon, arising from or in consequence of any such misrepresentations with respect to:

(1) any Insured Person who knew of such misrepresentations (whether or not such individual knew 

such Application contained such misrepresentations) or any Organization or Plan to the extent 

it indemnifies any such Insured Person; or

(2) any Organization or Plan if any past or present chief executive officer or chief financial officer (or 

any equivalent position to the foregoing) of the Parent Organization knew of such 

misrepresentations (whether or not such individual knew such Application contained such 

misrepresentations).

(D) The Company shall not be entitled under any circumstances to rescind this Coverage Part with respect to 

any Insured.

CHUB

Trustee_Akerman_010110

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Exhibit B Page 75 of 104
14-02-17300 (12/2010) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3.0 Fiduciary Liability Coverage Part Federal

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 1

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

PPACA CIVIL MONEY PENALTIES ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) The definition of Loss as set forth in Section II. Definitions, of this Coverage Part is amended by 

adding the following exception to Paragraph (4):

civil money penalties imposed upon an Insured for inadvertent violation of the 

Patient Protection and Affordable Care Act, as amended (“PPACA”), and any 

rules or regulations promulgated thereunder; provided the Company’s maximum 

limit of liability for all such civil money penalties on account of all Claims first 

made during the Policy Year shall be $50,000, which amount is part of, and not 

in addition to, the Maximum Aggregate Limit of Liability set forth in Item 2 of the 

FL Declarations;

(2) No Retention shall apply to Loss constituting civil money penalties imposed by law upon an 

Insured for inadvertent violation of PPACA, and any rules or regulations promulgated thereunder.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010111

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 76 of 104
14-02-17301 (01/2011) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3.0 Fiduciary Liability Coverage Part Federal

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 2

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

____________________________________________________________________________________

IRS SECTION 4975 COVERAGE ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) The definition of Loss as set forth in Section II. Definitions, of this Coverage Part is amended by 

adding the following exception to Paragraph (4):

with respect to covered judgments, the fifteen percent (15%) or less tax penalty imposed 

upon an Insured under Section 4975 of the Internal Revenue Code of 1986; provided the 

Company’s maximum limit of liability for all such tax penalties on account of all Claims

first made during the Policy Year shall be $50,000, which amount is part of, and not in 

addition to, the Maximum Aggregate Limit of Liability set forth in Item 2 of the FL 

Declarations;

(2) Solely with respect to the tax penalties described in paragraph (1) of this endorsement, no 

Retention shall apply.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the 

terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010112

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Exhibit B Page 77 of 104
14-02-17868 (01/2011) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3.0 Fiduciary Liability Coverage Part Federal

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 3

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

TEXAS AMENDATORY ENDORSEMENT

TO THE FIDUCIARY LIABILITY COVERAGE PART

In consideration of the premium charged, it is agreed that:

(1) Subsection (A) of Section XII, Representations and Severability, of this Coverage Part is deleted and 

replaced with the following:

(A) In granting coverage to the Insureds under this Coverage Part, the Company has relied upon the 

declarations and statements in the Application for this Coverage Part. Such declarations and 

statements are the basis of the coverage under this Coverage Part and shall be considered as 

incorporated into this Coverage Part.

The Policy will be deemed to have been amended to the extent necessary to effect the purposes of this Amendatory 

Endorsement.

The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over 

any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent with or contrary 

to the provisions of this Amendatory Endorsement, unless such Policy or endorsement provisions comply with the 

applicable insurance laws of the state of Texas.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

O_M@

Trustee_Akerman_010113

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Exhibit B Page 78 of 104
14-02-18106 (06/2011) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3.0 Fiduciary Liability Coverage Part Federal

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 4

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

PRIOR ACTS EXCLUSION ENDORSEMENT

In consideration of the premium charged, it is agreed that no coverage will be available under this Coverage Part for 

Loss on account of any Claim or Voluntary Program Notice based upon, arising from, or in consequence of any 

Wrongful Act in whole or in part prior to 10/30/2021.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010114

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 79 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277D (11/2010) 1 of 1

CRIME DECLARATIONS FEDERAL INSURANCE COMPANY

A stock insurance company, incorporated under the laws of 

Indiana, herein called the Company

Capital Center, 251 North Illinois, Suite 1100

Indianapolis, IN 46204-1927

Item 1. Parent Organization: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & 

SUBSIDIARIES 

Item 2. Limits of Liability and Retentions:

Insuring Clauses Applicable to this 

Coverage Part: Limits of Liability: Retentions:

X (A) Employee Theft Coverage: $5,000,000.00 $50,000.00

X (B) Premises Coverage: $5,000,000.00 $50,000.00

X (C) In Transit Coverage: $5,000,000.00 $50,000.00

X (D) Forgery Coverage: $5,000,000.00 $50,000.00

X (E) Computer Fraud Coverage: $5,000,000.00 $50,000.00

X (F) Funds Transfer Fraud Coverage: $5,000,000.00 $50,000.00

X (G) Money Order and Counterfeit 

 Currency Fraud Coverage: $5,000,000.00 $50,000.00

X (H) Credit Card Fraud Coverage: $5,000,000.00 $50,000.00

X (I) Client Coverage $5,000,000.00 $50,000.00

(J) Expense Coverage: Not Covered None

Item 3. Coverage applies as follows: Loss Discovered

CHUBE

Trustee_Akerman_010115

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 80 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 1 of 14

In consideration of payment of the premium and subject to the Declarations, General Terms and Conditions, and 

the limitations, conditions, provisions and other terms of this Coverage Part, the Company and the Insureds

agree as follows: 

I. INSURING CLAUSES 

Insuring Clause (A): Employee Theft Coverage

(A) The Company shall pay the Parent Organization for direct loss of Money, Securities or Property

sustained by an Insured resulting from Theft or Forgery committed by an Employee acting alone or in 

collusion with others.

Insuring Clause (B): Premises Coverage

(B) The Company shall pay the Parent Organization for direct loss sustained by an Insured resulting from:

(1) Robbery, Safe Burglary, or unlawful taking of Money or Securities committed by a Third Party; 

or 

(2) actual destruction or disappearance of Money or Securities, 

within or from the Premises or Banking Premises. 

Coverage under this Insuring Clause (B) shall also include:

(3) loss of or damage to Property which results from Robbery or attempted Robbery within the

Premises;

(4) loss of or damage to such Property contained within any locked vault or safe which results from 

Safe Burglary or attempted Safe Burglary within the Premises;

(5) damage to a locked safe, cash drawer, cash box or cash register within the Premises by 

felonious entry or attempted felonious entry or loss by felonious abstraction of such container 

from within the Premises; and 

(6) damage to the Premises or to its exterior resulting from Safe Burglary or Robbery,

committed by a Third Party. 

Insuring Clause (C): In Transit Coverage

(C) The Company shall pay the Parent Organization for direct loss sustained by an Insured resulting from:

(1) Robbery or unlawful taking of Money or Securities committed by a Third Party; or 

(2) actual destruction or disappearance of Money or Securities; 

while In Transit or while temporarily within the home of an Employee or a partner of an Organization. 

Coverage under this Insuring Clause (C) shall also include:

(3) damage to Property which results from Robbery while In Transit; and

(4) loss by the unlawful taking of Property temporarily within the home of an Employee or a partner

of an Organization,

committed by a Third Party.

Insuring Clause (D): Forgery Coverage

(D) The Company shall pay the Parent Organization for direct loss sustained by an Insured resulting from

Forgery or alteration of a Financial Instrument committed by a Third Party.

CHUBE

Trustee_Akerman_010116

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 81 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 2 of 14

Insuring Clause (E): Computer Fraud Coverage

(E) The Company shall pay the Parent Organization for direct loss of Money, Securities or Property

sustained by an Insured resulting from Computer Fraud committed by a Third Party.

Insuring Clause (F): Funds Transfer Fraud Coverage

(F) The Company shall pay the Parent Organization for direct loss of Money or Securities sustained by an 

Insured resulting from Funds Transfer Fraud committed by a Third Party.

Insuring Clause (G): Money Orders and Counterfeit Currency Fraud Coverage

(G) The Company shall pay the Parent Organization for direct loss sustained by an Insured resulting from

Money Orders and Counterfeit Currency Fraud committed by a Third Party.

Insuring Clause (H): Credit Card Fraud Coverage

(H) The Company shall pay the Parent Organization for direct loss sustained by an Insured resulting from

Credit Card Fraud committed by a Third Party.

Insuring Clause (I): Client Coverage

(I) The Company shall pay the Parent Organization for direct loss of Money, Securities or Property

sustained by a Client resulting from Theft or Forgery committed by an Employee not in collusion with 

such Client’s employees.

Insuring Clause (J): Expense Coverage 

(J) The Company shall pay the Parent Organization for:

(1) Investigative Expenses resulting from any direct loss covered under Insuring Clauses (A), 

Employee Theft Coverage; (B), Premises Coverage; (C), In Transit Coverage; (D), Forgery 

Coverage; (E), Computer Fraud Coverage; (F), Funds Transfer Fraud Coverage; (G), Money 

Orders and Counterfeit Currency Fraud Coverage; (H), Credit Card Fraud Coverage or (I), Client 

Coverage; or

(2) Computer Violation Expenses resulting from any direct loss covered under Insuring Clauses 

(A), Employee Theft Coverage, (E), Computer Fraud Coverage or (I), Client Coverage;

incurred by any Organization in the amount set forth in Item 2 of the Crime Declarations, solely if such 

covered direct loss is in excess of the Retention applicable to such covered loss. Such amount shall be 

part of and not in addition to the Limit of Liability applicable to such covered loss.

II. DEFINITIONS

For purposes of this Coverage Part:

Banking Premises means the interior portion of a building occupied by, or the night depository chute or safe 

maintained by, any bank, trust company or similar financial institution.

Client means a customer of an Organization to whom an Organization provides goods or services under written 

contract or for a fee.

Computer Fraud means the unlawful taking of Money, Securities or Property resulting from a Computer 

Violation.

Computer System means a computer or network of computers, including its input, output, processing, storage 

and communication facilities, and shall include off-line media libraries.

CHUBE

Trustee_Akerman_010117

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 82 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 3 of 14

Computer Violation means an unauthorized:

(A) entry into or deletion of Data from a Computer System;

(B) change to Data elements or program logic of a Computer System, which is kept in machine readable 

format; or

(C) introduction of instructions, programmatic or otherwise, which propagate themselves through a Computer 

System, 

directed solely against an Organization.

Computer Violation Expenses means reasonable expenses, other than an Organization’s internal corporate 

costs (such as Salary), incurred by an Organization with the Company’s prior written consent to reproduce or 

duplicate damaged or destroyed electronic Data or computer programs. If such computer programs cannot be 

duplicated from other computer programs, then Computer Violation Expenses shall also include reasonable 

costs incurred for computer time, computer programmers, technical experts or consultants to restore the 

computer programs to substantially the same level of operational capability immediately preceding the covered 

direct loss. Computer Violation Expenses shall not include expenses incurred by any Client.

Contractual Independent Contractor means any natural person independent contractor while in the regular 

service of an Organization in the ordinary course of such Organization's business, pursuant to a written contract 

between such Organization, and either (A) such natural person independent contractor, or (B) any other entity 

acting on behalf of such natural person independent contractor, for services.

Credit Card Fraud means the Forgery or alteration of, on or in, any written instrument required in connection 

with any credit card issued to an Organization or at the request of an Organization, to any partner, officer or 

Employee of an Organization.

Data means information contained in records, manuscripts, accounts, microfilms, tapes or other records, which 

are processed and stored in a Computer System.

Discovery or Discovered means knowledge acquired by an Executive or Insurance Representative of an 

Insured which would cause a reasonable person to believe a covered loss has occurred or an occurrence has 

arisen that may subsequently result in a covered loss. This includes loss:

(A) sustained prior to the inception date of any coverage under this Coverage Part;

(B) which does not exceed the Retention set forth in Item 2 of the Crime Declarations; or

(C) the exact amount or details of which are unknown,

provided that Discovery or Discovered shall not include knowledge acquired by an Executive or Insurance 

Representative of an Insured acting alone or in collusion with an Employee, or the knowledge possessed by 

any Executive or Insurance Representative who is a participant in the Theft or Forgery. 

Employee means any:

(A) natural person in the regular service of an Organization in the ordinary course of such Organization’s

business, whom such Organization governs and directs in the performance of such service, including a 

part-time, seasonal, leased and temporary employee, intern or volunteer;

(B) Executive while performing acts within the scope of the usual duties of an Employee; 

(C) Contractual Independent Contractor;

(D) natural person fiduciary, trustee, administrator or Employee, as defined in Subsections (A) and (B) of this 

definition, of an ERISA Plan and any other natural person, who any of which handle ERISA Plan assets

and are required to be bonded by an Organization in connection with such ERISA Plan by Title 1 of the 

Employee Retirement Income Security Act of 1974, as amended, and as amended by the Pension 

Protection Act of 2006;

CHUBE

Trustee_Akerman_010118

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Exhibit B Page 83 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 4 of 14

(E) former or retired Employee, as defined in Subsections (A) and (B) of this definition, of the Organization, 

retained as a consultant (as evidenced by a written contract for services) to the Organization; or

(F) Employee, as defined in Subsections (A) and (B) of this definition, of the Organization, while on leave 

for military services.

ERISA Plan means any Employee Benefit Plan, Pension Benefit Plan or Welfare Benefit Plan, defined and 

required to be bonded under Title 1 of the Employee Retirement Income Security Act of 1974, as amended, and 

as amended by the Pension Protection Act of 2006, which is operated solely by an Organization or jointly by an 

Organization and a labor organization for the benefit of Employees and which existed on or before the inception 

of this Policy or which is created or acquired after the inception of this Policy, provided that ERISA Plan shall not 

include any multi-employer plan. 

Executive means any natural person specified below:

(A) a duly elected or appointed director, officer, trustee, in-house general counsel or duly constituted 

committee member of any Organization incorporated in the United States of America; 

(B) a duly elected or appointed: (1) manager or member of the Board of Managers or equivalent position; (2) 

duly constituted committee member; (3) in-house general counsel; or (4) trustee, of any Organization

formed as a limited liability company in the United States of America; or 

(C) a holder of an equivalent position to those described in Subsections (A) or (B) above in any Organization 

incorporated, formed or organized anywhere in the world.

Financial Instrument means checks, drafts or similar written promises, orders or directions to pay a sum certain 

in money, that are made, drawn by or drawn upon an Organization or by anyone acting as an Organization’s 

agent, or that are purported to have been so made or drawn.

Forgery means the signing of another natural person’s name with the intent to deceive, but does not mean a 

signature that includes, in whole or in part, one’s own name, with or without authority, in any capacity for any 

purpose. Mechanically or electronically produced or reproduced signatures shall be treated the same as handwritten signatures.

Funds Transfer Fraud means fraudulent written, electronic, telegraphic, cable, teletype or telephone instructions 

(other than Forgery), purportedly issued by an Organization, and issued to a financial institution directing such 

institution to transfer, pay or deliver Money or Securities from any account maintained by such Organization at 

such institution, without such Organization’s knowledge or consent.

Insurance Representative means an Employee, as defined in Subsections (A) and (B) of the definition of 

Employee, including a risk manager, designated to represent an Insured for the purpose of effecting and 

maintaining insurance.

Insured means any Organization and any Sponsored Plan.

In Transit means being conveyed outside the Premises, from one person or place to another, by the 

Organization within the custody of:

(A) an Employee or a partner of an Organization; or

(B) a person duly authorized by such Organization to have custody of Money, Securities or Property,

provided that such conveyance begins immediately upon receipt of Money, Securities or Property by the 

person(s) described in Subsections (A) or (B) above, from such Organization, and ceases immediately upon 

delivery to the designated recipient or its agent. 

Investigative Expenses means reasonable expenses, other than an Organization’s internal corporate costs 

(such as Salary), incurred by an Organization with the Company’s prior written consent to establish the 

existence and amount of a covered loss. Investigative Expenses shall not include expenses incurred by any 

Client.

Money means currency, coin, bank notes and bullion.

CHUBE

Trustee_Akerman_010119

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 84 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 5 of 14

Money Orders and Counterfeit Currency Fraud means the good faith acceptance by an Organization:

(A) in exchange for merchandise, Money or services, of any post office or express money order, issued or 

purporting to have been issued by any post office or express company, if such money order is not paid 

upon presentation; or

(B) in the regular course of business, of counterfeit paper currency. 

Non-ERISA Plan means any employee benefit plan not subject to Title 1 of the Employee Retirement Income 

Security Act of 1974, as amended, and as amended by the Pension Protection Act of 2006, which is operated 

solely by an Organization or jointly by an Organization and a labor organization for the benefit of Employees

and which existed on or before the inception of this Policy or which is created or acquired after the inception of 

this Policy, provided that Non-ERISA Plan shall not include any multi-employer plan. 

Premises means the interior portion of a building occupied by an Organization in conducting its business.

Property means tangible property other than Money or Securities.

Robbery means the unlawful taking of Money, Securities or Property from the custody of an Employee or other 

person (except a person acting as a watchman, porter or janitor) duly authorized by an Organization to have 

custody of such Money, Securities or Property, by violence or threat of violence, committed in the presence and 

cognizance of such Employee or other person.

Safe Burglary means the unlawful taking of Money, Securities or Property by forcible or violent entry evidenced 

by visible marks, from a locked vault or safe located within the Premises. 

Salary means compensation an Organization pays an Employee, including bonus, commission, incentive 

payments, and the cost of health, welfare and pension benefits.

Securities means any negotiable and non-negotiable instruments representing either Money or Property, 

including revenue and other stamps in current use, casino chips, tokens and tickets, provided that Securities

shall not include Money.

Sponsored Plan means any ERISA Plan and Non-ERISA Plan.

Theft means the unlawful taking of Money, Securities or Property to the deprivation of:

(A) an Insured, solely for the purposes of Insuring Clause (A), Employee Theft Coverage; or

(B) a Client, solely for the purposes of Insuring Clause (I), Client Coverage.

Third Party means a natural person other than:

(A) an Employee; or

(B) a natural person acting in collusion with an Employee.

III. EXCLUSIONS

(A) No coverage will be available for:

(1) Trading

loss resulting directly or indirectly from any authorized or unauthorized trading of Money, 

Securities or Property, whether or not in the name of an Insured and whether or not in a 

genuine or fictitious account, provided that this Exclusion (A)(1) shall not apply to direct losses 

caused by Theft or Forgery which result in improper financial gain to an Employee (direct losses 

as used herein shall mean only the amount of improper financial gain to such Employee, which 

shall not include Salary, commissions, fees or other compensation, including promotions and 

raises associated with employment, paid by the Insured to such Employee); 

CHUBE

Trustee_Akerman_010120

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 85 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 6 of 14

(2) Trade Secrets/Confidential Information

loss of trade secrets, confidential processing methods or other confidential information of any 

kind;

(3) Partner

loss due to Theft or Forgery committed by a partner of an Organization, whether acting alone or 

in collusion with others, provided that if such Theft or Forgery would otherwise be covered under 

Insuring Clause (A), Employee Theft Coverage, or (I), Client Coverage, this Exclusion (A)(3) shall 

not apply to the extent coverage under this Coverage Part is excess of the amount of such 

partner’s percentage ownership of such Organization, on the day immediately preceding the 

date of Discovery, multiplied by such Organization’s total assets as reflected in such 

Organization’s most recent audited financial statements;

(4) War

loss or damage due to declared or undeclared war, civil war, insurrection, rebellion, revolution, 

military, naval or usurped power, governmental intervention, expropriation or nationalization, or 

any act or condition incident to any of the foregoing;

(5) Nuclear

loss or damage due to nuclear reaction, nuclear radiation or radioactive contamination, or any act 

or condition incident to any of the foregoing;

(6) Potential Income

loss of income not realized as the result of a covered loss;

(7) Indirect/Consequential

indirect or consequential loss of any kind, provided that this Exclusion (A)(7) shall not apply to:

(a) otherwise covered Investigative Expenses and Computer Violation Expenses under 

Insuring Clause (J), Expense Coverage; or

(b) the cost of reproducing information contained in any lost or damaged manuscripts, 

records, accounts, microfilms, tapes, or other records resulting directly from a covered 

loss, provided that the Company’s maximum liability for the cost of reproducing 

information contained in any lost or damaged manuscripts, records, accounts, microfilms, 

tapes, or other records resulting directly from a covered loss sustained shall be $25,000, 

which amount shall be part of, and not in addition to, the applicable Limit of Liability set 

forth in Item 2 of the Crime Declarations.

(8) Data Fees, Costs or Expenses

fees, costs or expenses incurred or paid:

(a) as a result of the reconstitution of Data if an Organization knowingly used illegal copies 

of programs;

(b) to render the Data usable by replacement processing equipment;

(c) to design, update or improve software or programs or to perfect their operation or 

performance; or

(d) as a result of an alteration in Data held on magnetic media due to the effect of magnetic 

fields, their incorrect use or the obsolescence of the computer or its facilities;

(9) Fire

loss due to fire, provided that this Exclusion (A)(9) shall not apply to:

(a) loss of Money or Securities; or 

(b) damage to any safe or vault caused by the application of fire thereto for the purposes of 

Safe Burglary;

CHUBE

Trustee_Akerman_010121

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 86 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 7 of 14

(10) Legal Fees, Costs or Expenses

fees, costs or expenses incurred or paid in defending or prosecuting any legal proceeding or 

claim, provided that this Exclusion (A)(10) shall not apply to the coverage provided under Section 

V, Legal Expenses Extension;

(11) Voluntary Exchange or Purchase

loss due to an Insured knowingly having given or surrendered Money, Securities or Property in 

any exchange or purchase with a Third Party, not in collusion with an Employee, provided that 

this Exclusion (A)(11) shall not apply to otherwise covered loss under Insuring Clauses (A), 

Employee Theft Coverage, (G), Money Orders and Counterfeit Currency Fraud Coverage, or (I), 

Client Coverage, or otherwise covered loss of Property under Insuring Clause (E), Computer 

Fraud Coverage;

(12) Advantage

loss sustained by one Insured to the advantage of any other Insured;

(13) Custodial

loss of or damage to Money, Securities or Property while in the custody of any bank, trust 

company, similar recognized place of safe deposit, armored motor vehicle company or any 

person who is duly authorized by an Organization to have custody of such Money, Securities or

Property, provided that this Exclusion (A)(13) shall not apply to the extent that coverage under 

this Coverage Part is excess of the amount recovered or received by such Organization under:

(a) such Organization’s contract, if any, with, or insurance carried by, any of the foregoing; 

or

(b) any other insurance or indemnity in force which would cover the loss in whole or in part; 

or

(14) Authorized Representative

loss or damage due to Theft, Forgery, Computer Fraud, Funds Transfer Fraud, Money 

Orders And Counterfeit Currency Fraud, Credit Card Fraud or other fraudulent, dishonest or 

criminal act (other than Robbery or Safe Burglary) committed by any authorized representative 

of an Insured, whether acting alone or in collusion with others, provided that this Exclusion 

(A)(14) shall not apply to otherwise covered loss under Insuring Clauses (A), Employee Theft 

Coverage, or (I), Client Coverage, resulting from Theft or Forgery committed by an Employee

acting in collusion with such authorized representative.

(B) In addition to the Exclusions in Subsection (A) above, no coverage will be available under:

(1) Insuring Clauses (A), Employee Theft Coverage, or (I), Client Coverage, for:

(a) Broker/Independent Contractor

loss caused by any broker, factor, commission merchant, consignee, contractor, 

independent contractor (other than a Contractual Independent Contractor), or other 

agent or representative of the same general character;

(b) Prior Dishonesty

loss caused by an Employee which is sustained by an Insured:

(i) after an Executive or Insurance Representative becomes aware of a:

(1) Theft; 

(2) Forgery; or 

(3) other fraudulent, dishonest or criminal act,

which is valued at one thousand dollars ($1,000) or more, committed by such 

Employee while employed with or in the service of an Insured; 

CHUBE

Trustee_Akerman_010122

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 87 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 8 of 14

(ii) after an Executive or Insurance Representative becomes aware of a Theft, 

Forgery or other fraudulent, dishonest or criminal act, involving:

(1) Money; 

(2) Securities; or 

(3) other property,

which is valued at twenty-five thousand dollars ($25,000) or more, committed by 

such Employee prior to employment or service with an Insured; or

(iii) more than ninety (90) days following the termination of such Employee;

(2) Insuring Clause (B), Premises Coverage, or (C), In Transit Coverage, for:

(a) Other Insuring Clauses

loss or damage due to Forgery, Computer Fraud, Funds Transfer Fraud, Money 

Orders and Counterfeit Currency Fraud or Credit Card Fraud; or

(b) Mail/Carrier for Hire

loss of or damage to Money, Securities or Property while in the mail or in the custody of 

a carrier for hire other than an armored motor vehicle company;

(3) Insuring Clauses (B), Premises Coverage, (C), In Transit Coverage, (E), Computer Fraud 

Coverage, or (F), Funds Transfer Fraud Coverage, for:

(a) Kidnap, Ransom or Extortion

loss or damage as a result of a kidnap, ransom or other extortion payment (as distinct 

from Robbery) surrendered to any person as a result of a threat to do bodily harm to any 

person or a threat to do damage to the Premises or other property;

(4) Insuring Clause (D), Forgery Coverage, for:

(a) Forgery or Alteration

loss due to Forgery or alteration of:

(i) any Financial Instrument committed by any Third Party in collusion with any 

Employee; or

(ii) any registered or coupon obligations issued or purported to have been issued by 

the Insured, or any coupons whether attached or detached; or

(5) Insuring Clause (H), Credit Card Fraud Coverage, for:

(a) Forgery or Alteration (Credit Card)

loss caused by any forgery or alteration of, on or in any written instrument, provided that 

this Exclusion (B)(5) shall not apply if:

(i) the provisions, conditions and other terms under which the involved credit card 

was issued were fully complied with; and

(ii) the Organization is legally liable to the issuer of such credit card for such loss.

(C) Loss Sustained Option

In addition to the Exclusions in Subsections (A) and (B) above and if the Loss Sustained option is 

purchased, as set forth in Item 3 of the Crime Declarations, no coverage will be available for:

(1) loss unless sustained by any Insured prior to the termination of this Coverage Part as to such 

Insured and Discovered and written notice thereof is given to the Company within sixty (60) 

days following such termination; 

CHUBE

Trustee_Akerman_010123

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 88 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 9 of 14

(2) loss unless sustained prior to the termination of any Insuring Clause or any particular coverage 

offered under any Insuring Clause and Discovered and written notice thereof is given to the 

Company within sixty (60) days following such termination; or

(3) loss unless sustained prior to the termination of this Coverage Part in its entirety, and 

Discovered and written notice thereof is given to the Company:

(a) within sixty (60) days following such termination, if this Coverage Part is not renewed with 

the Company; 

(b) prior to such termination, if this Coverage Part is renewed with the Company; or 

(c) within one (1) year following such termination, if the termination results from the voluntary 

liquidation or voluntary dissolution of the Parent Organization. 

(D) Loss Discovered Option

In addition to the Exclusions in Subsections (A) and (B) above and if the Loss Discovered option is 

purchased, as set forth in Item 3 of the Crime Declarations, no coverage will be available for:

(1) loss unless sustained by any Insured, and Discovered prior to the termination of this Coverage 

Part as to such Insured;

(2) loss unless sustained, and Discovered prior to the termination of any Insuring Clause or any 

particular coverage offered under any Insuring Clause;

(3) loss unless sustained, and Discovered prior to the termination of this Coverage Part in its 

entirety; 

(4) loss unless sustained prior to the termination of this Coverage Part and Discovered within one 

(1) year following such termination if the termination results from the voluntary liquidation or 

voluntary dissolution of the Parent Organization; or

(5) any loss that an Insured is aware of prior to the inception date of this Policy,

provided that in no event will coverage be available under this Coverage Part for such loss if such loss is 

covered under any renewal or replacement of this Coverage Part or any Insuring Clause or any particular 

coverage offered under any Insuring Clause.

IV. ERISA PLAN EXTENSION

(A) Solely with respect to loss sustained by an ERISA Plan, payment by the Company for covered loss shall 

be to the ERISA Plan sustaining such loss. If such payment is in excess of the amount of coverage 

required by the Employee Retirement Income Security Act of 1974, as amended, for such ERISA Plan(s), 

such excess shall be held for the use and benefit of any other named ERISA Plan(s) should such ERISA 

Plan(s) also discover loss recoverable hereunder. 

(B) With respect to each ERISA Plan:

(1) if covered loss is sustained by any ERISA Plan which does not have any employer securities, the 

Limit of Liability applicable to such covered loss shall be the greater of: 

(a) $1,000; or 

(b) ten percent (10%) of the ERISA Plan’s funds handled as of the beginning of such ERISA 

Plan’s fiscal year,

up to $500,000; or 

CHUBE

Trustee_Akerman_010124

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 89 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 10 of 14

(2) if covered loss is sustained by any ERISA Plan which does have any employer securities, the 

Limit of Liability applicable to such covered loss shall be the greater of;

(a) $1,000; or 

(b) ten percent (10%) of the ERISA Plan’s funds handled as of the beginning of such ERISA 

Plan’s fiscal year,

up to $1,000,000,

provided that, in all events, if the applicable Limit of Liability set forth in Item 2(A) of the Crime 

Declarations:

(i) is less than or equal to the amounts set forth in Paragraphs (B)(1) or (B)(2) above, then the 

applicable Limit of Liability shall be amended to the respective amounts set forth in Paragraphs 

(B)(1) or (B)(2) above; or 

(ii) is greater than the amounts set forth in Paragraphs (B)(1) or (B)(2) above, then the applicable 

Limit of Liability for each ERISA Plan shall be the amounts set forth in Paragraphs (B)(1) or (B)(2)

above, with the remaining limit in the amount by which the applicable Limit of Liability set forth in

Item 2(A) of the Crime Declarations exceeds the amounts in Paragraphs (B)(1) or (B)(2) above to 

be allocated equally between all ERISA Plans sustaining the loss.

(C) Solely with respect to loss sustained by an ERISA Plan:

(1) Insuring Clause (A), Employee Theft Coverage, is replaced with the following:

The Company shall pay an ERISA Plan for direct loss of Money, Securities or Property 

sustained by such ERISA Plan resulting from a fraudulent or dishonest act, including larceny, 

theft, embezzlement, forgery, misappropriation, wrongful abstraction, wrongful conversion and 

willful misapplication, committed by an Employee acting alone or in collusion with others.

(2) The words “sixty (60) days” are deleted from the exclusions applicable to this Coverage Part, 

wherever they appear, and the words “one (1) year” are substituted in place thereof.

(D) No Retention shall apply to loss sustained by an ERISA Plan covered under this Coverage Part.

V. LEGAL EXPENSES EXTENSION

In addition to the Limits of Liability set forth in the Crime Declarations, the Company shall pay the Parent 

Organization:

(A) as a result of loss covered under Insuring Clause (D), Forgery Coverage, reasonable court costs and 

attorneys’ fees incurred and paid, with the Company’s prior written consent, in defending an 

Organization or an Organization’s bank in any legal proceeding brought against it to enforce payment 

of a Financial Instrument; and

(B) as a result of loss covered under Insuring Clause (H), Credit Card Fraud Coverage, reasonable court 

costs and attorneys’ fees incurred and paid with the Company’s prior written consent in defending an 

Organization in any legal proceeding brought against it to enforce payment of a written instrument, 

required in connection with any credit card.

CHUBE

Trustee_Akerman_010125

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 90 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 11 of 14

VI. PROOF OF LOSS AND LEGAL PROCEEDINGS

(A) Knowledge possessed by any Insured or Discovery shall be deemed knowledge possessed by or 

Discovery by all Insureds.

(B) It is a condition precedent to coverage hereunder that, upon Discovery, the Parent Organization will: 

(1) give written notice to the Company at the earliest practicable moment, and in no event later than 

180 days after such Discovery; 

(2) furnish affirmative proof of loss with full particulars to the Company at the earliest practicable 

moment, and in no event later than 180 days after such Discovery;

(3) submit to examination under oath at the Company’s request; 

(4) produce all pertinent records at such reasonable times and places as the Company shall 

designate; and

(5) provide full cooperation with the Company in all matters pertaining to a loss or claim.

(C) The Parent Organization may offer a comparison between an Organization’s inventory records and 

actual physical count of its inventory to prove the amount of loss, only where an Organization 

establishes wholly apart from such comparison that it has sustained a covered loss, caused by an 

Employee.

(D) No Insured shall institute legal proceedings against the Company: 

(1) after two (2) years immediately following any Discovery; or 

(2) to recover a judgment or settlement against it or its bank resulting from Forgery, Credit Card 

Fraud or related legal expenses as set forth in Section V, Legal Expenses Extension, after two 

(2) years immediately following the date upon which such judgment shall become final or 

settlement was entered.

VII. LIMITS OF LIABILITY

(A) The Company’s maximum liability for each loss shall not exceed the Limit of Liability applicable to such 

loss set forth in Item 2 of the Crime Declarations, regardless of the number of Insureds sustaining the 

loss, provided that with respect to an ERISA Plan, the Limit of Liability shall apply in accordance with the 

terms of Section IV, ERISA Plan Extension.

(B) If a direct loss is covered under more than one Insuring Clause, the maximum amount payable under this 

Coverage Part shall not exceed the largest applicable Limit of Liability of any such Insuring Clause.

(C) All loss resulting from a single act or any number of acts of the same Employee or Third Party, and all 

loss whether such act or acts occurred before or during the Policy Period, will be treated as a single loss 

and the applicable Limit of Liability set forth in Item 2 of the Crime Declarations will apply, subject to 

Section X, Liability for Prior Losses. 

VIII. RETENTION

(A) The Company’s liability under this Coverage Part shall apply only to that part of each loss which is in 

excess of the applicable Retention set forth in Item 2 of the Crime Declarations.

(B) If an Insured receives payment under another policy or bond, after applying a deductible or retention, for 

loss also covered hereunder, then the applicable Retention set forth in Item 2 of the Crime Declarations 

shall be reduced by the deductible or retention previously applied to such loss.

CHUBE

Trustee_Akerman_010126

Case 23-03036-mvl Doc 82-2 Filed 08/14/24 Entered 08/14/24 15:55:22 Desc

Exhibit B Page 91 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 12 of 14

IX. OWNERSHIP

(A) Solely for the purposes of Insuring Clauses (A), Employee Theft Coverage; (B), Premises Coverage; (C), 

In Transit Coverage; (D), Forgery Coverage; (E), Computer Fraud Coverage; (F), Funds Transfer Fraud

Coverage; (G), Money Orders and Counterfeit Currency Fraud Coverage and (H), Credit Card Fraud 

Coverage, the Company’s liability under this Coverage Part shall only apply to Money, Securities or 

Property owned by an Organization or for which the Organization is legally liable, or held by the 

Organization in any capacity whether or not the Organization is liable, provided that: 

(1) the Company’s liability will not apply to damage to the Premises unless the Organization is the 

owner of such Premises or is legally liable for such damage; or

(2) with respect to Insuring Clause (A), Employee Theft Coverage, the Company’s liability will not 

apply to Money, Securities or Property of a Client.

(B) Solely for the purposes of Insuring Clause (I), Client Coverage, the Company’s liability under this 

Coverage Part will only apply to Money, Securities or Property:

(1) owned by a Client, which is held by an Organization in any capacity or for which the 

Organization is legally liable; or

(2) held or owned by a Client, for which the Client is legally liable.

X. LIABILITY FOR PRIOR LOSSES

(A) If the Loss Sustained option is purchased as set forth in Item 3 of the Crime Declarations: 

(1) coverage will be available for loss sustained prior to the inception date of this Policy, or the 

effective date of coverage for any additional Insureds, or the effective date of any coverage 

added by endorsement, subject to the following:

(a) an Organization or some predecessor in interest of such Organization carried a prior 

bond or policy, which at the time such prior loss was sustained, afforded some or all of 

the coverage of an Insuring Clause under this Coverage Part applicable to such prior 

loss;

(b) such coverage continued without interruption from the time such loss was sustained until 

the inception date or effective date(s) specified above;

(c) such prior loss was first Discovered by an Insured after the time allowed for discovery 

under the last such bond or policy; and

(d) some or all of the coverage of an Insuring Clause under this Coverage Part would be 

applicable to such prior loss;

(2) if such prior bond or policy carried by an Insured or predecessor in interest of such Insured was 

issued by the Company or any subsidiary or affiliate of The Chubb Corporation, such prior bond 

or policy shall terminate as of the inception of this Policy and such prior bond or policy shall not 

cover any loss not discovered and noticed to the Company prior to the inception of this Policy,

provided that this Paragraph (2) shall not apply to:

(a) any loss (i) sustained in its entirety and discovered prior to the inception date of this 

Policy, and (ii) notified to the Company in writing on or after the inception date of this 

Policy, provided such notice is in accordance with any applicable reporting, notice or 

exclusionary provision of the Crime coverage section of such prior bond or policy; or

(b) any loss (i) sustained in its entirety prior to the inception date of this Policy, (ii) and 

discovered and notified to the Company in writing within sixty (60) days following 

termination of the Crime coverage section of such prior bond or policy, provided such 

notice is in accordance with any applicable reporting, notice or exclusionary provision of 

the Crime coverage section of such prior bond or policy; and

CHUBE

Trustee_Akerman_010127

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Exhibit B Page 92 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 13 of 14

(3) An Insured shall neither be entitled to a separate recovery under each policy in force at the time 

any part of the prior loss was sustained, nor shall the Insured be entitled to recover the sum of 

the limits of liability of any such policies. The Company’s maximum liability for the prior loss shall 

not exceed the lesser of either the limit of liability of the policy immediately preceding this 

Coverage Part under which part of the prior loss was sustained, or the applicable Limit of Liability 

set forth in Item 2 of the Crime Declarations.

(B) If the Loss Discovered option is purchased as set forth in Item 3 of the Crime Declarations: 

(1) coverage will be available for loss sustained at any time and Discovered during the Policy

Period, provided that coverage for loss sustained prior to the effective date of this Coverage Part, 

or the effective date of coverage for any additional Insureds, or the effective date of any 

coverage added by endorsement, is subject to the following:

(a) if an Organization or some predecessor in interest of such Organization carried a prior 

bond or policy which afforded coverage for a loss sustained during the period of such 

prior bond or policy and such prior bond or policy was not issued by the Company or any 

subsidiary or affiliate of The Chubb Corporation and such loss was first Discovered by 

an Insured prior to the expiration of the time allowed for discovery under the last such 

policy, then no coverage shall be available under this Coverage Part, unless the total 

amount of covered loss exceeds the limit of liability of the last such bond or policy carried 

by the Organization or predecessor in interest of such Organization, and the 

Company’s Limit of Liability for any such loss will be in excess of the limit of liability of the 

last bond or policy subject to all of the terms and conditions of this Coverage Part; or 

(b) if an Organization or some predecessor in interest of such Organization carried a prior 

bond or policy which afforded coverage for a loss sustained during the period of such 

prior bond or policy and such prior bond or policy was issued by the Company or any 

subsidiary or affiliate of The Chubb Corporation then such prior bond or policy shall 

terminate as of the inception of this Policy and such prior bond or policy shall not cover 

any loss not discovered and noticed to the Company prior to the inception of this Policy

and then the Company’s Limit of Liability for such loss shall be the applicable Limit of 

Liability set forth in Item 2 of the Crime Declarations.

XI. NON-ACCUMULATION OF LIABILITY

(A) When there is more than one Insured, the maximum liability of the Company for loss sustained by one or 

all Insureds shall not exceed the amount for which the Company would be liable if all losses were 

sustained by any one Insured.

(B) Regardless of the number of years this coverage remains in effect and the total premium amounts due or 

paid, the limit of liability of the Company with respect to any loss shall not be cumulative from Policy Year

to Policy Year or from Policy Period to Policy Period.

XII. OTHER INSURANCE

If an Insured or any other party in interest in any loss covered by this Coverage Part has any bond, indemnity or 

insurance which would cover such loss in whole or in part in the absence of this Coverage Part, then this 

Coverage Part shall be null and void to the extent of the amount recoverable or received under such other bond, 

indemnity, or insurance; but this Coverage Part shall cover such loss, subject to its exclusions, conditions and 

other terms, only to the extent of the amount of such loss in excess of the amount recoverable or received under 

such other bond, indemnity or insurance.

CHUBE

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Exhibit B Page 93 of 104
Chubb Group of Insurance Companies

202B Hall's Mill Road

Whitehouse Station, NJ 08889

ForeFront Portfolio 3.0SM

Crime Coverage Part

14-02-17277 (12/2010) Page 14 of 14

XIII. TERMINATION OF PRIOR BONDS OR POLICIES 

Any prior bonds or policies issued by the Company or any subsidiary or affiliate of The Chubb Corporation shall 

terminate, if not already terminated, as of the inception of this Policy.

XIV. VALUATION AND FOREIGN CURRENCY

The Company shall pay: 

(A) the actual market value of lost, damaged or destroyed Securities at the closing price of such Securities

on the business day immediately preceding the day on which a loss is Discovered; or the cost of 

replacing Securities, whichever is less, plus the cost to post a Lost Instrument Bond; 

(B) the cost of blank books, pages or tapes or other blank materials to replace lost or damaged books of 

account or other records;

(C) the least of:

(1) the actual cash value of the Property; or

(2) the cost to repair or replace Property, other than precious metals, with that of similar quality and 

value,

at the time the Parent Organization complies with Section VI, Proof of Loss and Legal Proceedings, 

regarding the furnishing of proof of loss;

(D) the United States of America dollar value of foreign currency based on the rate of exchange published in 

The Wall Street Journal on the day loss involving foreign currency is Discovered; or

(E) the United States of America dollar value of any precious metals based on the amount published in The 

Wall Street Journal Cash Prices, Precious Metals, on the day loss involving such precious metals is 

Discovered.

CHUBE

Trustee_Akerman_010129

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Exhibit B Page 94 of 104
14-02-17872 (01/2011) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3.0 Crime Coverage Part Federal

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 1

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

TEXAS AMENDATORY ENDORSEMENT

TO THE CRIME COVERAGE PART

In consideration of the premium charged, it is agreed that Subparagraph (C)(1), Loss Sustained Option, of 

Section III, Exclusions, of this Coverage Part, is deleted and replaced with the following:

(1) loss unless sustained by an Insured prior to the termination of this Coverage Part as to such 

Insured, and Discovered and written notice thereof is given to the Company within one (1) year 

following such termination;

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010130

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Exhibit B Page 95 of 104
14-02-18107 (05/2011) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3.0 Crime Coverage Part Federal

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 2

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

RECOVERIES SECTION ADDED ENDORSEMENT

In consideration of the premium charged, it is agreed that this Coverage Part is amended to include the following 

section:

RECOVERIES

(A) Recoveries for any loss covered under this Coverage Part, whether effected by the Company or by an 

Insured, less the cost of recovery, shall be distributed as follows:

(1) first, to an Insured for the amount of such loss, otherwise covered, in excess of the applicable 

Limits of Liability;

(2) second, to the Company for the amount of such loss paid to an Insured as covered loss;

(3) third, to an Insured for the Retention applicable to such loss;

(4) fourth, to an Insured for the amount of such loss not covered under this coverage section.

(B) Recovery from reinsurance or indemnity of the Company shall not be deemed a recovery hereunder.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010131

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Exhibit B Page 96 of 104
14-02-19628 (08/2014) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3.0 Crime Coverage Part Federal

Effective date of

this endorsement: October 30, 2021 Company: Federal Insurance Company Co

Endorsement No. 3

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

PRIVACY AND DATA BREACH EXCLUSIONS ENDORSEMENT

In consideration of the premium charged, it is agreed that:

1. Exclusion (A)(2) of Section III, Exclusions, of this Coverage Part is deleted.

2. No coverage will be available for:

(i) loss involving the disclosure of an Insured’s or another entity or person’s confidential or 

personal information while in the care, custody or control of an Insured including, but not 

limited to, patents, trade secrets, processing methods, customer lists, financial information, 

credit card information, health information or any similar type of nonpublic information; 

(ii) loss involving the use of another entity or person’s confidential or personal information while 

in the care, custody or control of an Insured including, but not limited to, patents, trade 

secrets, processing methods, customer lists, financial information, credit card information, 

health information or any similar type of nonpublic information; or

(iii) fees, costs, fines, penalties or any other expenses incurred by an Insured which result, 

directly or indirectly, from the access to or disclosure of another entity or person’s confidential 

or personal information, including but not limited to, patents, trade secrets, processing 

methods, customer lists, financial information, credit card information, health information or 

any similar type of nonpublic information,

provided, however, that the above exclusions 2(i) and 2(ii) shall not apply to loss that is otherwise 

covered under any Insuring Clause other than Insuring Clause (J), Expense Coverage.

3. The definition of Property in Section II, Definitions, of this Coverage Part shall not include any Insured’s or 

another entity or person’s confidential or personal information. 

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of 

coverage. 

Trustee_Akerman_010132

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Exhibit B Page 97 of 104
14-02-19628 (08/2014) Page 2

All other terms, conditions and limitations of this policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010133

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Exhibit B Page 98 of 104
IMPORTANT NOTICE TO 

POLICYHOLDERS

ALL-317454 (03/21) Page 1 of 1

HAVE YOU BEEN TRICKED INTO WIRE FRAUD? TAKE IMMEDIATE ACTION!

If you believe you have transferred funds to a criminal posing as a legitimate business associate, you should act 

quickly:

1. Immediately contact the originating bank and request a recall of the wire transfer and confirm that 

recall in writing. 

2. Immediately file a complaint with the FBI at www.ic3.gov. This reporting triggers the FBI’s Recovery Asset 

Team and the FBI’s assistance seeking return of the wire transfer. 

3. Preserve records of the incident, including emails sent and received in their original electronic state. 

Correspondence and forensic information contained in these electronic files help investigators shed light on 

the perpetrator(s), and parties responsible for the incident.

4. Once the above steps are complete, contact Chubb per the instructions in your policy.

While neither recalling the wire transfer nor reporting to the FBI guarantees the return of your funds, these steps 

maximize the opportunity to mitigate your loss, assist the FBI in tracing the funds and help establish any 

insurance claim. 

Simple Steps to Prevent Fraudulently Induced Wire Transfers

Email communication is efficient, but it is not a secure method of communication. Regardless of your familiarity 

with a contact, that contact’s email may be intercepted, altered and fabricated. You may reduce the 

chances of fraud by following these best practices:

1. Verify Email Requests by Telephone: Require those responsible for paying invoices or changing bank 

routing information to verify payment details over the phone, rather than by email or documents sent 

electronically. Making a phone call to a known, pre-existing telephone number remains the single best 

protection against fraud. 

2. Segregate Wire Transfer Responsibilities: Establish a standing policy that requires at least three people 

to review and approve wire transfer requests, pay an invoice or change a business partner’s bank account 

information. Such requests should be entered by the initiator of the wire and verified by two independent 

signatories.

3. Turn on MFA for Cloud Email: Multifactor Authentication is available from all major email providers. It 

provides a layer of security to email accounts beyond a user’s account name and password, making it harder 

for criminals to impersonate you, your executives and your employees. 

This document is for information only. It is offered as a resource to be used together with your professional 

insurance advisers in maintaining a loss prevention program. No liability is assumed by reason of the 

information this document contains.

Social Engineering Tips

Please read!

Trustee_Akerman_010134

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Exhibit B Page 99 of 104
FL-261169 (07/2018) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3.0 Crime Coverage Part Federal

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 5

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

FRAUDULENT INSTRUCTIONS EXCLUSION

In consideration of the premium charged, it is agreed that:

No coverage will be available under Insuring Clauses (B), (C), (D), (E), and (F) for loss resulting from any

transfer, payment or delivery of Money, Securities, or Property approved by an Employee or arising out of 

any misrepresentation received by any Employee, agent, independent contractor or other representative of 

the Insured, whether such transfer, payment or delivery was made in good faith or as a result of trick, artifice, 

fraud or false pretenses.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

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Exhibit B Page 100 of 104
PF-271128 (01/2019) Page 1

ENDORSEMENT/RIDER

Coverage Section: ForeFront Portfolio 3.0 Crime Coverage Part Federal

Effective date of

this endorsement/rider: October 30, 2021 Federal Insurance Company

Endorsement/Rider No. 6

To be attached to and 

form a part of Policy No. 8262-4874

Issued to: GOODMAN NETWORKS, INC. DBA GOODMAN SOLUTIONS & SUBSIDIARIES 

_____________________________________________________________________________________________

ERISA AMENDATORY ENDORSEMENT

In consideration of the premium charged, it is agreed that solely with respect to loss sustained by any

ERISA Plan included as a Sponsored Plan, this Coverage Part is amended as follows: 

(1) Section IV, ERISA Plan Extension, is deleted.

(2) Insuring Clause (A) is deleted and replaced with the following:

Insuring Clause (A): Fiduciary Dishonesty Coverage: The Company shall pay the Insured for loss 

of Money, Securities, or Property resulting directly from Fraud or Dishonesty committed by an 

Employee acting alone or in collusion with others.

(3) Section II, Definitions, is amended as follows:

A. The definition of Employee(s) is deleted and replaced with the following:

Employee(s) means any natural person while in the service of any Insured who is

required to be bonded by Title 1 of ERISA, including:

(a) a fiduciary; 

(b) a trustee; 

(c) an administrator; 

(d) an officer; 

(e) any other natural person who handles ERISA Plan assets; or

(f) any natural person described paragraphs (a) through (e) above during a period 

not exceeding sixty (60) days following the termination of such natural person’s 

service.

Provided, however, Employee shall not include any independent contractor or any agent, 

broker, factor, commission merchant, consignee, or representative of the same general 

character or employee thereof.

B. The definition of ERISA Plan is deleted and replaced with the following:

ERISA Plan means any Employee Benefit Plan, Pension Benefit Plan, or Welfare Benefit 

Plan, as defined under ERISA, which is operated solely by an Organization or jointly by

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Exhibit B Page 101 of 104
PF-271128 (01/2019) Page 2

an Organization and a labor organization for the benefit of Employees and which 

existed on or before the inception of this coverage section or which is created or acquired 

after the inception of this Coverage Part, provided that ERISA Plan shall not include any 

multi-employer plan.

C. The following definitions are added:

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Fraud or Dishonesty means any intentional act of larceny, theft, embezzlement, forgery, 

misappropriation, wrongful abstraction, wrongful conversion or willful misapplication, or 

any other intentional fraudulent or dishonest act. Fraud or Dishonesty shall also include 

any intentional act prohibited by Title 18, Section 1954 of the U.S. Code.

(4) Section III, Exclusions, is deleted and replaced with the following:

III. LIMITATIONS

The Company shall not be liable for loss involving:

(a) the disclosure of confidential or personal information while in the care, custody or control 

of an Insured, including but not limited to patents, trade secrets, processing methods, 

customer lists, financial information, credit card information, health information, retirement 

or health savings account information or any similar type of non-public information, 

provided that this limitation shall not apply to loss that is otherwise covered under this 

Coverage Part caused by an Employee’s acts of Fraud or Dishonesty through the use 

of, disclosure of or access to such confidential or personal information; or

(b) fees, costs, fines, penalties or any other expenses incurred by an Insured which result, 

directly or indirectly, from the access to or disclosure of an Insured’s or another entity’s 

or person’s confidential or personal information, including but not limited to patents, trade 

secrets, processing methods, customer lists, financial information, credit card information, 

health information, retirement or health savings account information or any similar type of 

non-public information.

(5) Section VII, Limits of Liability, is deleted and replaced with the following:

The Company’s maximum liability for each loss shall not exceed the Limit of Liability applicable to 

such loss, as set forth in Item 2 of the Declarations regardless of the number of Insureds

sustaining the loss.

The payment of any loss under this Coverage Part shall not reduce the liability of the Company 

for other losses whenever sustained; provided, however, that the total liability of the Company for 

all loss resulting from any act or any series of acts committed by the same Employee or in which 

the same Employee is concerned or implicated, regardless of whether such act or series of acts 

was committed before or during the Policy Period, will be treated as a single loss and the 

applicable Limit of Liability of this Coverage Part will apply.

With respect to each ERISA Plan:

(a) if covered loss is sustained by any ERISA Plan which does not have any employer 

securities, the Limit of Liability applicable to such covered loss shall be the greater of:

(1) $1,000; or

(2) ten percent (10%) of the funds handled by such ERISA Plan as of the effective 

date of this Coverage Part,

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Exhibit B Page 102 of 104
PF-271128 (01/2019) Page 3

up to a maximum limit of liability of $500,000; or

(b) if covered loss is sustained by any ERISA Plan which does have any employer 

securities, the Limit of Liability applicable to such covered loss shall be the greater of:

(1) $1,000; or

(2) ten percent (10%) of the funds handled by such ERISA Plan as of the effective 

date of this Coverage Part,

up to a maximum limit of liability of $1,000,000,

provided that, in all events (i) if the Limit of Liability as set forth in Item 2 of the Declarations is 

less than the amounts set forth in paragraphs (a) or (b) above, then the applicable Limit of 

Liability shall be equal to the minimum limit of insurance as required by ERISA; or (ii) if the Limit 

of Liability as set forth in Item 2 of the Declarations equals or exceeds the amounts set forth in 

paragraphs (a) or (b) above, then the Limit of Liability shall be the Limit of Liability as set forth in 

Item 2 of the Declarations.

(6) Subsection VIII, Retention is amended to add the following:

No retention shall apply to loss sustained by an ERISA Plan covered under this Coverage Part.

(7) Section IX, Ownership, is amended to the extent that wherever the term Organization appears, it 

is deleted and replaced with Organization or ERISA Plan.

(8) The following subsections are added:

• PAYOVER

In compliance with Title 1 of ERISA, payment by the Company shall be held to the benefit of any 

Insured(s) sustaining a loss. If such payment is in excess of the amount of coverage required by 

ERISA for such Insured(s), such excess shall be held for the use and benefit of any other named 

Insured(s) should such Insured(s) also Discover loss recoverable hereunder. If Money, 

Securities, and other Property of two or more Insureds is commingled, recovery hereunder for 

loss of such Money, Securities, and other Property shall be shared by such Insureds on a pro 

rata basis in accordance with the amount of coverage each such Insured is required to carry 

pursuant to ERISA.

• EXTENDED DISCOVERY PERIOD

This Coverage Part covers loss sustained prior to the termination or cancellation of this Coverage 

Part and Discovered:

(a) within twelve (12) calendar months following the termination or cancellation of this 

Coverage Part in its entirety; or

(b) within twelve (12) calendar months following the termination or cancellation of this 

Coverage Part as to any Insured,

in accordance with Section X, Termination of Policy of the General Terms and Conditions.

Provided that this Extended Discovery Period terminates immediately upon the effective date of 

any other insurance obtained which replaces the coverage afforded by this Coverage Part in an 

amount no less than the minimum amount required under ERISA and provides coverage for loss 

sustained prior its effective date.

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Exhibit B Page 103 of 104
PF-271128 (01/2019) Page 4

• TERMINATION

This Coverage Part shall terminate as to any Employee and no coverage will be available for 

loss caused by such Employee:

(a) immediately upon Discovery by any Executive or Insurance Representative (not in 

collusion with such Employee) of any fraudulent or dishonest act on the part of such 

Employee while in the service of any Insured;

(b) after an Executive or Insurance Representative becomes aware of any fraudulent or 

dishonest act by such Employee involving Money, Securities or Property valued at 

twenty-five thousand dollars ($25,000) or more, committed prior to such Employee’s

service with any Insured; or

(c) more than sixty (60) days following the termination of service to any Insured of such 

Employee.

 

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and 

conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

Authorized Representative

OM

Trustee_Akerman_010139

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Exhibit B Page 104 of 104