Case 23-90086 Document 858 Filed in TXSB on 08/07/23 Page 1 of 14

Docket #0858 Date Filed: 08/07/2023

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION

In re: Chapter 11

TEHUM CARE SERVICES, INC.1 Case No. 23-90086 (CML)

Debtor.

OBJECTION TO MOTION PURSUANT TO 11 U.S.C. § 105(a) & 502

AND BANKRUPTCY RULES 3007 & 9019(b) FOR ENTRY OF AN ORDER
ESTABLISHING PROCEDURES FOR RESOLUTION OF A CERTAIN CLASS
OF CLAIMS WITH RIGHTS UNDER CERTAIN ARIZONA INSURANCE
POLICIES ISSUED BY LONE STAR ALLIANCE (DE 802).

Antoinette Windhurst (“Windhurst”) hereby objects to the Motion Pursuant to 11

U.S.C. §§ 105(a) & 502 And Bankruptcy Rules 3007 & 9019(b) for Entry of an Order

Establishing Procedures for Resolution of a Certain Class of Claims with Rights

Under Certain Arizona Insurance Policies Issued by Lone Star Alliance. (DE 802,

“Motion”).2 This Court must deny the Motion because it violates numerous provisions of

the Bankruptcy Code and would not be fair or in the best interests of the estate or creditors

as a whole.

1
The last four digits of the Debtor’s federal tax identification number is 8853. The Debtor’s service
address is: 205 Powell Place, Suite 104, Brentwood, Tennessee 37027.
2
Windhurst does not consent to the jurisdiction of this Bankruptcy Court to liquidate the wrongful death
litigation pending in Arizona Superior Court. Windhurst also does not consent to this Court adjudicating
claims pending by Windhurst against non-debtor third parties. As Windhurst details herein, Windhurst
has a constitutional right to a jury trial, and the liquidation of wrongful death cases are explicitly not
within the core jurisdiction of this bankruptcy court. 28 U.S.C. § 157(b)(2), (4), (5). Windhurst has
received an order granting partial stay relief, DE 641, and is filing this objection solely to preserve its
rights, and should not be deemed a consent to jurisdiction.

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1. Brief Argument

Tehum Care Services, Inc. (“Debtor”), Loan Star Alliance, Inc. (“LSA”), and the

Official Committee of Unsecured Creditors (“Committee”) (collectively “the Parties”) seek

to extract third-party releases for, among others, the State of Arizona, Coverys, and CHS

TX, Inc./YesCare (collectively “CHS”), in exchange for what appears to be nothing for the

estate in return. If approved, the Motion would effectuate a disguised plan for only certain

creditors without compliance with the Bankruptcy Code or the scrutiny of the confirmation

process. The Parties to the Motion attempt to push these unlawful and unconfirmable

procedures through as a “compromise” without disclosing essential facts necessary for

consideration. The only thing the Parties have done is make an agreement that effectively

eviscerates Windhurst’s multi-million dollar claim solely for the benefit of non-debtor third

parties.

2. Background of the Windhurst Claim

In 2017, Antoinette Windhurst, a widowed woman, and the Estate of David

Windhurst, her deceased husband filed a medical malpractice, vulnerable adult, and

wrongful death action against the Arizona Department of Corrections, Charles Ryan, the

State of Arizona, and Corizon Health.

David Windhurst was a bed-bound double amputee with diabetes mellitus and

completely reliant on the State of Arizona and Corizon for his well-being. David had a

history of kidney failure and had uncategorized, open pressure ulcers on his coccyx and

lower back. Rather than clean and dress his wounds to prevent infection, Corizon and its

providers allowed David to wallow in his own feces and urine. David became infected; and

even as his symptoms became more severe, Corizon did nothing. Only when David went

into septic shock and coded, did Corizon transfer him to the hospital where he predictably

died.
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Discovery has been completed in the matter. During the dispositive motion phase of

the case, the Trial Court granted summary judgment in favor of the Defendants on

Plaintiff’s Medical Negligence and Negligence Per Se Claims. On appeal, the Arizona

Court of Appeals reversed, holding the dismissal of claims improper. Corizon and the State

of Arizona appealed to the Arizona Supreme Court, which granted review as a matter of

importance in the State of Arizona. That appeal to the Arizona Supreme Court has been

fully briefed and was argued and submitted in the summer of 2022. The matter remains

under advisement with the Arizona Supreme Court. This Court granted limited Stay Relief

to allow the Arizona Supreme Court to rule on the submitted appeal. (DE 641).

Defense counsel for Corizon concealed from every party in the Windhurst litigation

(including co-defendant State of Arizona and the Court) Corizon’s divisional merger.

Instead, counsel participated on behalf of “Corizon Health” in a Court sponsored mediation

in June 2022, and argued to the Arizona Supreme Court in July 2022, appearing on both

occasions on behalf of Corizon Health.

The active concealment of the “divisional merger” from the Plaintiff and the Court

in Arizona has prevented any inquiry in the Windhurst Matter as to whether CHS

TX/Yescare is a proper defendant.

3. The Motion Improperly Mandates a Liquidation Process for the Windhurst

Claim.

The Motion provides that any holder of an “individual, prepetition claim[] that may

be covered by the LSA Arizona Policies” will have their claim determined through a

mandatory procedure. (DE 802 p. 3). Notably, the procedure was determined without input

or choice from Windhurst, and by a process that explicitly excluded each of the claimants

from participating in the mediation. The mandated procedure does not allow any of the

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covered claimants to opt in or opt out of the “Claims Resolution Procedures.” (the “CRP”)

(Page 3-4).

The CRP forces a three-step process to liquidate the Windhurst claim:

a. Step 1—Elective Settlement--Claimants may accept an immediate cash

payment of $5,000 by LSA. This step is optional, but Windhurst’s claim, even
by Tehum’s own reckoning, is at least $2 million. (Exhibit 3, Corizon v.
Coverys Complaint ¶ 53 “Corizon already has received a $2,000,000
settlement demand for the Windhurst claim and would like to settle that
claim.”)

b. Step 2—If the $5,000 settlement payment is not acceptable, the CRP forces
each claimant to engage in mandatory mediation. Notably, if resolved by
mediation, the resolution will be a full and final satisfaction and release of
claims against “the Debtor’s bankruptcy estate (or its successor in interest),
LSA, and all insureds under the LSA Arizona Policies.” (DE 802 p. 4).

c. Step 3—If a claimant does not reach a settlement during mandatory

mediation, the CRP would limit Windhurst to:
i. only recover from available insurance proceeds to satisfy claims
against the Debtor, LSA, and additional insureds under such policies;
ii. accept a pro rata share of the remaining policy limits (which
Windhurst believes may currently be $0), in exchange for “full and
final satisfaction and release of claims against the estate (or its
successor in interest), LSA, and all insureds under the LSA Arizona
Policies”; and
iii. await payment until all covered claims are liquidated.

Section 28 U.S.C. § 157(b) provides that this Court lacks jurisdiction to liquidate

Windhurst’s wrongful death claim. Yet, the Motion asks this Court to mandate a process to

liquidate Windhurst’s claim that also forces releases, limits recoveries, and delays payment

without regard to rights Windhurst otherwise has at law. Windhurst does not consent to

this Court liquidating its claim. Windhurst does not consent to the proposed liquidation

process included in the CRP. Windhurst does not consent to this Court setting a process for

it to liquidate claims or collect judgments against non-Debtor third parties, which claims

are beyond the jurisdiction of this Court. And Windhurst does not consent to the defendants

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in its action and the defendants’ insurance company mandating a process contrary to law

that Windhurst must follow to liquidate her claims.

This Court lacks jurisdiction to liquidate the Windhurst Claim. Yet without so much

as an explanation as to how this Court could order a process beyond its jurisdiction, or how

Windhurst can be compelled by the “settlement” reached between a defendant and its

insurance company, the Debtor nevertheless asks this Court to mandate a liquidation

procedure on Windhurst. It would be error for this Court to approve the CRP, or to force

Windhurst to comply with it.

4. The Motion Must be Denied Under the Jackson Brewing Factors

The Motion cannot be approved under In re Jackson Brewing Co., 624 F.2d 599 (5th

Cir. 1980), which requires: “To assure a proper compromise the bankruptcy judge, must be

apprised of all the necessary facts for an intelligent, objective and educated evaluation.”

Jackson Brewing, 624 F.2d at 602. This Court must also weigh “the ‘terms of the

compromise with the likely rewards of litigation.’” Jackson Brewing, 624 F.2d at 602,

quoting Protective Committee for Independent Stockholders of TMT Trailer Ferry, Inc. v.

Anderson (“TMT Trailer”), 390 U.S. 414, 425 (1968). Ultimately, this Court’s duty is to

ensure that the proposed compromise is truly “fair and equitable” and “in the best interest

of the estate.” Jackson Brewing, 624 F.2d at 602, quoting TMT Trailer, 390 U.S. at 424.

In evaluating the proposed settlement, the Court must consider several factors to

determine whether to approve a 9019:

(1) The probability of success in the litigation, with due consideration for the
uncertainty in fact and law,

(2) The complexity and likely duration of the litigation and any attendant expense,
inconvenience and delay, and

(3) All other factors bearing on the wisdom of the compromise.

Jackson Brewing, 624 F.2d at 602.

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The Fifth Circuit in Cadle Co. v. Mims (In re Moore), 608 F.3d 253, 263 (5th Cir.

2010) recognized two additional factors:

1) a court should consider the interests of creditors, “with proper deference to their
reasonable views,” and

2) “the extent to which the settlement is truly the product of arms-length

bargaining, and not of fraud or collusion.” Id.

The Debtor bears the burden of establishing that a given compromise meets the

Jackson Brewing factors. See In re Shankman, No. 08-36327, 2010 Bankr. LEXIS 619, at

*8 (Bankr. S.D. Tex. Mar. 2, 2010).

a. The LSA Arizona Policies May Have No Value

Each of the LSA Arizona Policies have a $6 million aggregate limit for all claims

asserted in that year. (DE 59-10 p. 43). As of March 18, 2020, LSA indicated that for LSA

Arizona Policy 4-100167, “the available limits remaining under the Policy for all

outstanding or pending matters, including [the Windhurst] claim, is $645,396.” (Exhibit 1,

March 18, 2020 letter from LSA to Corizon re: Policy Limits). LSA made clear that “the

amount that LSA will pay under the Policy will not surpass $6,000,000 despite the number

or claims or settlements that arise under the Policy. As stated above, the remaining

$645,396 is the amount of limits remaining for all open or potential claims and/or lawsuits

for the 2017-2018 policy year.” (Exhibit 1, March 18, 2020 letter from LSA to Corizon re:

Policy Limits).

This letter was sent three years ago. It is currently unknown if any of the $645,396

is still remaining. Undersigned counsel has reason to believe that no funds remain under

LSA Arizona Policy 4-100167.

But by its terms, the proposed settlement limits the payment obligation of LSA to

the policy limits remaining under the LSA Arizona Policies. Without stating an amount,

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the settlement suggests the Court and creditors should trust the Debtor and Insurance

company that the payment is fair or beneficial. If the LSA Arizona Policies are depleted or

have only de minimus value, LSA would be obligated to pay little or nothing to the creditors

of this estate in exchange for a full and complete release.

b. The Motion Does Not Apprise the Court or the Effected Parties of the

Necessary Facts to Allow an Appropriate Application of the Jackson

Brewing Factors.

Critical facts for the Jackson Brewing analysis are not disclosed in the Motion.

Schedule 3.01(a)(AZ) of the Divisive Merger document identifies a self-insured

retention for LSA policy 4-100167 of $50,000 (the “SIR”). (DE 59-10 p. 43). The Motion

suggests that there is some dispute between LSA and the Debtor with regard to payment of

claims, but it is unclear what that dispute may be.

The Motion further asserts that “the Parties agree that the aggregate claims, as

alleged, may in some cases exceed the available coverage under LSA Arizona Policies” but

the Motion never quantifies “aggregate claims” being resolved, SIR amounts obligated to

be paid, or net proceeds that may be available under the LSA Arizona Policies. (DE 802 p.

3). There is simply no factual background for the conclusion that some undisclosed facts,

“warrant some form of agreed claims resolution process to maximize available coverage

to all claimants.” (DE 802 p. 3). What is telling from the Motion is the acknowledgement

that the limits of the LSA Arizona Policies are deficient to cover those tort claimants who

have asserted claims. Yet the proposed settlement nevertheless attempts to improperly limit

the ability of those claimants to recover from other defendants liable for their damages.

The allegations regarding the insufficiency of insurance are confusing themselves

given 1) that there is an excess coverage policy held by Coverys in the amount of

$8,000,000 per claim; and 2) that there is active litigation between Corizon and Coverys

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on this very issue. (Exhibit 2, Corizon v. Coverys Docket Report, Exhibit 3, Corizon v.

Coverys Complaint, Exhibit 4, Corizon v. Coverys Stipulation for Partial Dismissal) Yet

the Debtor does not explain why this policy is not addressed, or why Windhurst’s claims

should be released before looking to the Coverys Policy.

The lack of disclosure problem is only deepened because the LSA Arizona Policies

appear to be assets of CHS TX, Inc., not of Tehum. In DE 59-10, the Lone Star Arizona

policies were transferred to CHS TX, Inc. and were not left in Tehum to be part of the

bankruptcy estate. (DE 59-10 p. 25, 43) Notably, in the “Allocation of Assets” Section,

3(a), the Divisive Merger document unequivocally provides that “all right, title, and interest

in and to the property and assets of the Company described on Schedule 3.01(a) attached

hereto (collectively the “[CHS TX] Assets”) shall be allocated to and vested in [CHS TX].”

(DE 59-10 p. 25). Schedule 3.01(a)(AZ) clearly demonstrates that the Debtor and CHS TX

identified Lone Star Alliance Policy 4-100167 as an asset transferred to CHS TX, Inc. (DE

59-10 p. 43). Based on this fact, it is unclear how there would be a dispute between LSA

and the Debtor over the SIR payments – it would appear that the SIR payments may be due

and owing from CHS TX. Why the Debtor would expend estate assets to settle a claim

between a non-debtor and an insurance company is never disclosed.

The Motion also fails to explain another key issue. As mentioned above, as of March

18, 2020, LSA represented that only $645,396 was left of the original $6,000,000 aggregate

insurance limit for all claims arising in Arizona in 2017-2018. (Exhibit 1, March 18, 2020

letter from LSA to Corizon re: Policy Limits). The Motion does not disclose the total

remaining limits of the LSA Arizona Policies available for creditors. Ultimately, LSA is

agreeing to pay up to policy limits, but that amount may ultimately total to little or nothing.

It is unclear then what benefit the estate or creditors would receive from this settlement.

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At bottom, the Motion fails to disclose what the Estate stands to gain from its

undisclosed “dispute” with Lone Star, what Lone Star is giving to the Estate to resolve the

dispute, or how any of this will benefit Windhurst or the other creditors. Without all of that

information being presented and considered, the Settlement cannot be approved.

c. The Motion Attempts to Resolve Claims by and Between Parties That

Were Not Involved or Represented in the Compromise.

The effect of the Motion is to compromise Windhurst’s claim in a number of ways.

Windhurst was not a party to negotiations and has not been provided a significant relevant

information. In discussions with other similarly situated creditors, it appears that many of

the unsecured creditors impacted by the Motion were similarly left in the dark.

Although the Official Committee of Unsecured Creditors was a participant in the

mediation, it does not appear that the Committee’s participation served to adequately

represent or protect the interests of all unsecured creditors. This proposed agreement seems

aimed to cut a portion of the Committees’ constituency (AZ Tort Claimants) out of a

recovery from the Estate in order to benefit the other unsecured creditors. Such a conflict

of interests is quite concerning.

To be sure, the Committee may not have been adequately informed by the Debtor

or LSA of essential background facts during the mediation process. But the inclusion of

provisions that mandate a liquidation process and limit recovery by Windhurst from third

parties is not just or appropriate. While the Committee joined the Motion, the Motion is

not in the best interests of all unsecured creditors and is certainly not fair and equitable to

mandate on parties who were not participants.

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d. The Motion Effectuates Impermissible Third-Party Releases and

Violates the Bankruptcy Code.

The Motion, by its terms, seeks to secure releases for the State of Arizona, Coverys,

and likely CHS. The Fifth Circuit “hold[s] § 524(e) categorically bars third-party

exculpations absent express authority in another provision of the Bankruptcy Code.”

Nexpoint Advisors, L.P. v. Highland Capital Mgmt., L.P. (In re Highland Capital Mgmt.,

L.P.), 48 F.4th 419, 436 (5th Cir. 2022). The Motion must be denied.

Furthermore, States cannot declare bankruptcy or be eligible for a discharge. See 11

U.S.C. § 109 (“[O]nly a person . . . or a municipality[] may be a debtor under this title.”); 11

U.S.C. § 101(41) (“The term ‘person’ includes individual, partnership, and corporation, but

does not include governmental unit, except [in situations not applicable here].”). While

allowing a broad third-party release of pre-petition conduct would have its own significant

legal issues in this Circuit, extending such a third-party release to a sovereign state not

eligible for relief under the Bankruptcy Code would be novel and would violate numerous

constitutional provisions, including the Contracts Clause of the United States Constitution.

USCS Const. Art. I, § 10, Cl 1.

Arizona owes its inmates a non-delegable duty of care. A.R.S § 31-201.01; Parsons

v. Ryan, 754 F.3d 657, 662 (9th Cir. 2014) (Corizon private contractor to State of Arizona

carrying out the duties of the State); Estelle v. Gamble, 429 U.S. 97, 104 (1976) (Eighth

Amendment includes the right to adequate medical and mental health care in prison). Thus,

the claim asserted by Windhurst against Corizon is equally, if not more so, the core liability

of the State of Arizona. Any resolution of Windhurst’s claim against the Estate that forces

a release of “all additional insureds” would improperly discharge Windhurst’s claims

against the State of Arizona. Windhurst was given no option to opt-in to this agreement,

and upon information and belief, the State of Arizona, is not paying anything for its release.

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Nothing in the Bankruptcy Code or the State or Federal Constitutions would permit this

abrogation of a wrongful death claim against the State. Windhurst’s claims against the State

of Arizona arise, in part, on violation of the 8th Amendment. To discharge the State of

Arizona for its liability related to such breach, is counter to the United States Constitution.

Even if the State of Arizona were carved out of the Motion, the Motion still appears

to effectuate a third-party release. As noted above, LSA Policy 4-100167 was transferred

to CHS in the divisive merger. It is unclear if CHS then became the Named Insured under

the policy. The original named insured under LSA Policy 4-100167 was “Valitas Health

Services, Inc.” (Exhibit 5, LSA Policy 4-100167 Declarations Page and Endorsements, p.

1). The additional insureds were Corizon Health, Inc. and the State of Arizona (Exhibit 5,

LSA Policy 4-100167 Declarations Page and Endorsements, pp. 4-5). The Motion attempts

to effectuate a release for 1) “the Debtor’s bankruptcy estate,” 2) “all insureds,” and 3) the

“successor in interest” to the bankruptcy estate. In addition, Coverys will effectively be

released from any further liability for its excess insurance policy, because the underlying

claims will be wrongfully extinguished.

The releases detailed in the proposed Order would cover LSA, Coverys, the

bankruptcy estate, CHS, Valitas Health Services, and the State of Arizona. None of these

parties have introduced new value into this bankruptcy estate, and this limitation of liability

is not optional. This settlement secures third party releases all in exchange for LSA paying

what it is contractually obligated to pay, with no benefit to the estate or creditors.

e. The Motion Amounts to a Sub Rosa Plan.

The Motion effectuates discriminatory treatment of an arbitrary subset of unsecured

creditors. The Motion would limit Windhurst’s recovery to only a pro rata share of funds

paid by LSA (up to policy limits) which are currently believed to be approaching $0.

Windhurst will be precluded from seeking recovery against the Coverys excess insurance

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policy, against the other defendants to the litigation including the State of Arizona, or

against this Estate.

As a general unsecured creditor, Windhurst has the right under 11 U.S.C. § 1129 to

be paid pro rata with other similarly situated creditors from the assets of the Debtor’s estate.

Until all assets of the estate are collected (including resolution of claims against CHS

TX/Yescare), it remains unclear how significant the Debtor estate will be.

Yet the Motion proposes that all Arizona claimants (including Windhurst) be

removed as creditors against the Estate and limited in recovery to a pro rata share of

available insurance proceeds to be paid by Lone Star. Arizona claimants are not being

allowed to participate as general unsecured creditors in recovery from the Debtor’s estate.

Instead, without disclosure, a vote, an election, or meeting the requirements of 11 U.S.C.

§ 1129, Windhurst will be ignored in the Debtor’s Plan, and omitted from payment or

participation. Such an approach contravenes the Code, is in bad faith, fails the best interests

test, and unfairly discriminates against Windhurst.

The Debtor is not empowered under 9019 to enter into any compromise which

would constitute a sub rosa plan. Official Comm. of Unsecured Creditors v. Cajun Elec.

Power Coop. by & Through Mabey (In re Cajun Elec. Power Coop.), 119 F.3d 349, 354

(5th Cir. 1997). “Determining whether a given settlement would effect a sub rosa plan is a

legal conclusion for this Court, and that determination is reviewed de novo on appeal. Id.

The proposed sub rosa plan is procedurally improper, violates due process, and

could not be confirmed under 11 U.S.C. § 1129(b).

f. The Motion Violates Stern v. Marshall and Must Be Denied.

The CRP proposes to resolve numerous state law claims, including claims against

non-debtor third parties in violation of Stern v. Marshall, 564 U.S. 462, 503 (2011). The

Motion asks this Court to extinguish liability of the Debtor, its insurance companies, and

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various other defendants for a state law wrongful death claim. This Court’s jurisdiction is

explicitly limited to exclude the liquidation of wrongful death cases. 28 U.S.C. § 157(b)(2),

(4), (5). Although a party may consent to resolution of a wrongful death claim, the CRP is

not opt-in, and Windhurst has not consented to this Court’s jurisdiction. This Court must

allow the state court liquidation process to proceed, and once liquidated, may oversee

administration of the Estate regarding payment of such liability. This Court’s jurisdiction,

however, does not extend to limit the liability or collection from third parties.

g. The Motion Was Filed in Bad Faith.

For a tort claimant, insurance provides a source of recovery. But insurance is never

a cap or limit on recovery unless the claimant agrees to so limit her claim.

Windhurst has a legal right to collect claims against all defendants found liable when

her claim is eventually liquidated. For the Debtor, there is no dispute that the act of

recovering on that judgment must proceed through the bankruptcy court. But there is no

similar limitation as to other defendants if found responsible for Windhurst’s damages. And

while insurance may be a source of payment for Windhurst’s damages, if the award exceeds

the LSA policy, or even the Coverys policy, Windhurst will nevertheless be able to proceed

against the State of Arizona to collect her damages.

The proposed settlement not only contravenes public policy, it violates law. It

conceals relevant facts, attempts to exclude Windhurst as a creditor of this Estate, effects

third party releases, and is inequitable and discriminatory to a subset of unsecured creditors.

In exchange, the Debtor gets little or nothing. Even if the Parties believed the Motion was

intended to increase the total recovery to creditors or the estate, they have badly failed in

proposing a solution which can pass legal muster, and given the substantial risk of prejudice

to Windhurst, their failure, however well-intentioned, amounts to bad faith.

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5. Conclusion

Windhurst respectfully requests that this Court deny the Motion because it violates

the Bankruptcy Code, various federal statutes, and the United States Constitution.

DATED: August 7, 2023 MESCH CLARK ROTHSCHILD

By: /s/Frederick J. Petersen

Frederick J. Petersen
Attorneys for Antionette Windhurst,
individually and as Personal
Representative of the Estate of
David Windhurst, deceased

4884-1811-1090, v. 3

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Exhibit 1
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YA LONE STAR
7 A v ALLIANCE
NBI SRE EA

March 18, 2020

Anthony J. Fernandez
Quintairos, Prieto, Wood & Boyer, P.A.
2390 East Camelback Rd., Suite 440
Phoenix, AZ. 85016

LSA Claim No: COR815826-1

Corizon Claim No: 2017 PL-08977
Insured: Valitas Health Services, Inc.
Claimant/Plaintiff: David Windhurst

Mr. Fernandez,

As you are aware, Lone Star Alliance, Inc., a Risk Retention Group (“LSA”) insures Valitas
Health Services, Inc. d/b/a Corizon Health (the “Insured”) under policy number 4-100167 for the
policy period of March 4, 2017 to March 4, 2018 (the “Policy”). The Policy provides claims-
made coverage with a Retroactive Date of March 4, 2013. The Policy contains an “Each Claim
Limit” of $2,000,000 and an “All Claims Limit” (total policy aggregate) of $6,000,000.

In satisfaction of applicable disclosure rules, you are hereby notified as counsel for the Insured
that due to the settlement of unrelated claims the available Jimits remaining under the Policy for
all outstanding or pending matters, including this claim, is $645,396. While the Policy provides
an “Each Claim Limit" of $2,000,000, the “Each Claim Limit” is subject to the “All Claims
Limit", or policy aggregate, of $6,000,000. Therefore, the amount that LSA will pay under the
Policy will not surpass $6,000,000 despite the number or claims or settlements that arise under
the Policy. As stated above, the remaining $645,396 is the amount of limits remaining for all
open or potential claims and/or lawsuits for the 2017-2018 policy year.

Should you have any questions, please feel free to give me a call at 1-(800)-580-8658 ext. 5835.

Sincerely,

nO Git Marc Clint

Senior Regional Manager
Lone Star Alliance RRG

cc. Tom Smith, CPCU

oh 844 595 8866 P.O. Box 160140

nue Jonestara.com Austin, Texas 78716-0140
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Senior Professional Liability Litigation Manager

Corizon Health
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Exhibit 2
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Exhibit 3
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Case 23-90086 Document 858-4 Filed in TXSB on 08/07/23 Page 1 of 4

Exhibit 4
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Case 23-90086 Document 858-4 Filed in TXSB on 08/07/23 Page 4 of 4
Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 1 of 36

Exhibit 5
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 2 of 36
emailed to agent by sean-coughlin on 3/8/2017 4:52 PM

AVL | LONE STAR POL

OLICY NUMBER = 4-100167

>71Ay< ALLIANCE Renewal [X] New PolicyE]

A RISK RETENTION GROUP

DECLARATIONS PAGE
Professional Liability Insurance Policy
Claims-Made

NAMED INSURED: (including mailing address) NAMED INSURED IS A(N): Group

NOTICE: THIS POLICY IS ISSUED BY YOUR
Valitas Health Services, Inc. RISK RETENTION GROUP
103 Powell Court Your risk retention group may not be subject to all of
Brentwood, TN 37027 the insurance laws and regulations of your state.
State Insurance insolvency guaranty funds are not
available for your risk retention group.

POLICY PERIOD: Effective Date: 03/04/2017 Beginning and ending at 12:01 am

Expiration Date: 03/04/2018 a

Retroactive Date: 03/04/2013

SPECIALTY: See Schedule of Insureds

TOTAL PREMIUM: NN]

LIMITS OF LIABILITY: Each Claim Limit: $2,000,000

: All Claims Limit: $6,000,000
Total Policy Aggregate: $6,000,000

SELF-INS URED Each Claim Limit: $50,000

RETENTION:

MEDEFENSE: Aggregate for all insureds per policy period: $250,000

This Declarations Page, along with the coverage forms and endorsements attached, completes the above numbered policy and is part of and subject to all tenms, conditions and
exclusions of the above numbered policy and any endorsements issued by the Corporation to the Named insured. A

Issue Date: 02/28/2017 Counter Signed By:

“Auththorized Representative of
JD Lone Star Alliance Ine., A Risk Retention Group

ph 844 595 8866 P.O. Box 160140

www. lonestara.com Austin, Texas 78716-0140

LSA_DEC
ver 0414

LONESTARALLIANCE00001
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 3 of 36

>
AVL | LONE STAR
< A L L 1 A N C E
This endorsement forms a partof

Policy Term: .
POLICY NUMBER

03/04/2017 to 03/04/2018
4-100167

47 A y Endorsement Effective Date: 03/04/2017

A RISK RETENTION GROUP Named Insured: Valitas Health Services, Inc.

POLICY ENDORSEMENT
Schedule of Forms and Endorsements

Medical Professional Liability Insurance Policy Claims-Made 0716

Declarations Page
Schedule of Forms and Endorsements
Schedule of Insureds
Additional Insured Endorsement - Corizon Health, Inc.
Additional Insured Endorsement - State of Arizona
Consent to Settle Endorsement
Arizona Contracts Endorsement
Defense of Insured Endorsement
Exclusion Revision Endorsement
Self-Insured Retention Endorsement
Premium Adjustment Endorsement
Notice of Cancellation Endorsement
Cyber Liability Coverage Form
Employment Practices Liability Insurance Coverage

Nothing in this endorsement shail be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for this policy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above. SYUALO

Issue Date: 02/28/2017 Countersigned by: ___

Authorized Representative of
JD Lone Star Alliance Inc., A Risk Retention Group

LSA_50
ver 0414

LONESTARALLIANCE00002
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 4 of 36

AVE | LONE STAR This endorsement forms a partof

Policy Term:
POLICY NUMBER

03/04/2017 to 03/04/2018
4-100167

TA y ALLIANCE Endorsement Effective Date: 03/04/2017

A RISK RETENTION GROUP Named Insured: Valitas Health Services, Inc.

POLICY ENDORSEMENT
Schedule of Insureds

SEPARATE LIMITS
Insured Specialt Limits of Liability Retroactive Expiration Insured
P y Each Claim/All Claims Date Date i
Valitas Health Services, Inc. Entity $2,000,000/$6,000,000 03/04/2013 03/04/2018

SHARED LIMITS
A Shared Limit means the listed insureds share the applicable “each clainr’” limit of liability if the claim arises out of the same
insured incident.
Insured Specialt Limits of Liability Retroactive Expiration Insured |
nsures peianty Each Claim/All Claims Date Date Premium
Employed or contracted Various Shared w/Entity 03/04/2013 03/04/2018
providers of the First Named
Insured while providing services
to the Arizona Department of
Corrections

Nothing in this endorsement shall be held to amend, vary, extend or waive any of the ferms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement,

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for this poficy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above.

Issue Date: 02/28/2017 Countersigned by:

JD

LSA_44
CLAIMS-MADE ver 0414

LONESTARALLIANCE00003
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 5 of 36

AVL< | LONE STAR

This endorsement forms apatof POLICY NUMBER 4-100167

> Policy Term: 03/04/2017 to 03/04/2018

TA y A LL I A N C E Endorsement Effective Date: 03/04/2017
A RISK RETENTION GROUP ; Insured: Valitas Health Services, Inc.

POLICY ENDORSEMENT
Additional] Insured

In consideration of the premium charged for this policy and this endorsement, it is hereby understood and agreed, subject to all terms,
conditions and exclusions of this policy that the parties listed below are included as Additional insureds.

In no event shall the Corporation be liable under this policy for more than the limits of liability stated in the applicable Declarations
"Page or any endorsement of this policy. ,

Additional insured(s) Retroactive Date(s) Termination Date(s

Corizon Health, Inc. 03/04/2016

Additional insureds and the Named Insured or other insured listed above will share the “each claim” and “all claims” limits of liability
for all claims arising out of the same insured incident. There shall be no additional limits of liability available to Additional insureds.

Coverage for additional insureds is limited to claims arising out of professional services performed by an individual or entity shown
on the Declarations Page, Schedule of Insureds or applicable endorsement.

In no event shall the Corporation be liable under this policy for more than the limits of liability stated in the Declarations Page,
Schedule of Insureds or applicable endorsement of this policy. ,

Nothing in this endorsement shall be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for this policy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation,

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above. YY MALO

Issue Date: 02/28/2017 Countersigned by:

' Authorized Representative of
JD Lone Star Alliance Inc., A Risk Retention Group

LSA_52A
CLAIMS-MADE ver 0414
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 6 of 36

AVL | LONE STAR This

endosene
endorsement forms apartof POLICY NUMBER 4-100167

> < A L L I A N C E Policy Term: 03/04/2017 to 03/04/2018

TA y Endorsement Effective Date: 03/04/2017
A RISK RETENTION GROUP insured: Valitas Health Services, Inc.

POLICY ENDORSEMENT
Additional] Insured

In consideration of the premium charged for this policy and this endorsement, it is hereby understood and agreed, subject to all terms,
conditions and exclusions of this policy that the parties listed below are included as Additional insureds.

In no event shall the Corporation be liable under this policy for more than the limits of liability stated in the applicable Declarations
Page or any endorsement of this policy.

Additional insured(s) Retroactive Date(s) Termination Date(s

The State of Arizona, its departments, agencies, boards, 03/04/2016

commissions, and its officers, officials, agents, and
employees.

Additional insureds and the Named Insured or other insured listed above will share the “each claim” and “all clatms” limits of liability
for all claims arising out of the same insured incident. There shall be no additional limits of liability available to Additional insureds.

Coverage for additional insureds is limited to claims arising out of professional services performed by an individual or entity shown
on the Declarations Page, Schedule of Insureds or applicable endorsement.

In no event shall the Corporation be liable under this policy for more than the limits of liability stated in the Declarations Page,
Schedule of Insureds or applicable endorsement of this policy.

Nothing in this endorsement shal! be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for this policy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above. YY UAL

Issue Date: 02/28/2017 Countersigned by:

7 Authorized Representative of
JD Lone Star Alliance Inc., A Risk Retention Group

LSA_52A
CLAIMS-MADE ver 0414
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 7 of 36

AVL | LONE STAR

This endorsement forms apartof POLICY NUMBER 4-100167

>< Policycy Term:

Term: 03/04/2017 to 03/64/2018
TA y ALLIANCE Endorsement Effective Date: 03/04/2017
A RISK RETENTION GROUP Insured: Valitas Health Services, Inc.

POLICY ENDORSEMENT
Consent to Settle

In consideration of the premium charged for this policy and this endorsement, it is hereby understood and agreed, subject to all
terms, conditions and exclusions of this policy:

Section I.C. of this policy is deleted and the following is substituted in lieu thereof:

1, The Corporation shall not settle any claim or lawsuit without first obtaining the consent of the Senior Director of
Professional Liability Claims of the Named Insured. Such consent may be limited by the Senior Director. Upon receipt of such
consent, the Corporation may settle any claim or lawsuit as it deems appropriate subject to the Senior Director’s limitation. If a claim
or lawsuit involves multiple insureds, the Corporation may apportion-settlement as it deems appropriate.

2. The Corporation is not required to obtain the consent of the Senior Director for settlement after a verdict and/or judgment is
rendered against an insured. :

Nothing in this endorsement shall be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for this policy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary, Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above. YY uta

Issue Date: 02/28/2017 Countersigned by:

7 Authorized Representative of
JD Lone Star Alliance Inc., A Risk Retention Group

LSA_GEN
CLAIMS-MADE . ver 0414
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 8 of 36

‘This endorsement forms apartof POLICY NUMBER 4-100167

AVL LONE STAR

>,< ALLIANCE Policy Term: 03/04/2017 to 03/04/2018

TA y Endorsement Effective Date: 03/04/2017
A RISK RETENTION GROUP Insured. Valitas Health Services, Inc.

POLICY ENDORSEMENT
Defense of Insured

In consideration of the premium charged for this policy and this endorsement, it is hereby understood and agreed, subject to all
terms, conditions and exclusions of this policy:

Section V.L of this policy is deleted and the following is substituted in lieu thereof:

L “insured” means the Named Insured, an individual or entity shown in the Schedule of Insureds, an individual or entity added by
applicable endorsement and any individual, including physicians, employed or under contract with the Named Insured.

When the insured is an individual physician and the sole proprietary member of a professional association or professional limited
liability company, then the association or company shall be included within the coverage afforded the insured as though such
association or company were one and the same as the insured; however, only one “each claim” limit of liability and one “all claims” -
limit of liability shall be applicable to cover both the individual insured and the association or company, and there shall not be two
policy limits or separate policy limits for the individual insured and the association or company.

When the insured is an entity, then any associate, officer, director or proprietary. member of such insured while acting within the
scope of duties for such insured shall be included within the coverage afforded the insured, but only with respect to liability for
professional services performed by others in the practice of medicine. However, only one "each claim" limit of liability and one “all
claims” limit of liability for the entity shall be applicable, and there shall not be separate policy limits regardless of the number of
such insureds under this policy.

Nothing in this endorsement shail be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

if this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for this policy and having the same effective date as such Deciarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above. Tudeh YY litte

Tssue Date: 02/28/2017 Countersigned by:

Authorized Representative of
JD Lone Star Alliance Inc., A Risk Retention Group

LSA_GEN
CLAIMS-MADE ver 0414
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 9 of 36

AVL : L O N E Ss TA R This endorsement forms apatof POLICY NUMBER 4-100167

> < A L L I A N C E . Policy Term: 03/04/2017 to 03/04/2018

TA » Endorsement Effective Date. 03/04/2017
A RISK RETENTION GROUP Insured: Valitas Health Services, Ine.

POLICY ENDORSEMENT
Exclusion Revision

In consideration of the premium charged for this policy and this endorsement, it is hereby understood and agreed, subject to all
terms, conditions and exclusions of this policy:

Section ILC of this policy is deleted and the following is substituted in lieu thereof:

C. Liability of the insured arising out of:

1. Any criminal conduct, conspiracy, criminal or civil fraud, whether or not done in connection with professional services, and
regardless of whether such conduct is alleged to constitute negligence.

2. Any sexual act, including without limitation sexual intimacy (even if consensual), sexual contact, sexual advances,
requests for sexual favors, sexual molestation, sexual assault, sexual abuse, sexual harassment, sexual exploitation or
other verbal or physical conduct of a sexual nature. However, this exclusion does not apply to:
a. Any specific individual insured who allegedly committed such sexual misconduct, unless it is judicially determined that
the specific individual insured committed the sexual misconduct. If it is judicially determined that the specific
individual insured committed the sexual misconduct we will not pay any damages.
b. Any other insured, unless that insured:
i. knew or should have known about the sexual misconduct allegedly committed by the specific individual insured,
but failed to prevent or stop it; or
ii. knew or should have known that the specific individual insured who allegedly committed the sexual
misconduct had a prior history of such sexual misconduct.

We will defend claims alleging such acts until final adjudication.

As used in this exclusion, specific individual insured includes employees and authorized volunteer workers while performing
duties related to the conduct of the Named Insured's business.

3, Any intentional or malicious injury, or any intentional act, reasonably expected to result in injury, or any act or injury while
the insured or any physician or person for whom the insured is legally responsible is (a) acting under the influence of
alcohol or illicit drugs; or (b) impaired as a result of excessive use of therapeutic drugs.

4. Any claims or lawsuits based upon the violation of any state or federal statutory or regulatory law, including antitrust statutes
and Consumer Protection or Deceptive Trade Practices Acts. This exclusion, however, does not apply to claims or lawsuits
based on civil rights violations, provided such allegations are a result of providing or failure to provide professional services.

5. Any use, administration or prescription of any drug, biological product, medical device, implant or pharmaceutical which has
not received final approval by the United States Food and Drug Administration (FDA) for treatment of human beings unless
used in an FDA approved study; or which such insured is not licensed to use, administer or prescribe.

Nothing in this endorsement shail be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
‘issued together with any renewal or amendatory Declarations Page for this policy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above. YY UAL

Issue Date: 02/28/2017 Countersigned by:

A Authorized Representative of
JD Lone Star Alliance Inc., 4 Risk Retention Group

LSA_GEN
CLAIMS-MADE ver 0414
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 10 of 36

AVE< | ALLIANCE
LONE STAR This endorsement forms apartof

Policy Term:
POLICY NUMBER

03/04/2017 to 03/04/2018
— 4-100167

TA y Endorsement Effective Date: 03/04/2017

A RISK RETENTION GROUP Insured: Valitas Health Services, Inc.

POLICY ENDORSEMENT
Self-Insured Retention

In consideration of the premium charged for this policy and this endorsement, it is hereby understood and agreed, subject
to all terms, conditions and exclusions of this policy:

A. The Named Insured shall be solely responsible for the Each Claim Retention Limit (indemnity and Defense)
shown in the Declarations.

B. With respect to this policy, Lone Star Alliance (LSA) has no obligation to pay damages until the Each Claim
Retention Limit is exhausted by the payment of judgments or settlements and then only up to the applicable Limit
of Liability.

LSA shall have the right, at its expense, but not the obligation, to associate with the Named Insured in the defense,
negotiation, and settlement of any claim. The Named Insured shall provide LSA full cooperation and such
information as LSA may reasonably require.

C. The Named Insured shall handle all claims within the applicable Retention Limit. LSA does not have the duty to
investigate or defend any such claim, but LSA may, at its discretion and expense, participate in the investigation
and defense. No insured shall settle any claim which obligates LSA to pay any amount under this policy without
LSA’s prior written consent.

D. Ifthe Named Insured is unable to pay any part of the Each Claim Retention Limit due to bankruptcy, insolvency,
or other financial difficulty, this policy will not be required to “drop down” to make payments of policy limits
and/or defense costs.

All other terms and conditions of the policy remain unchanged.

Nothing in this endorsement shall be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for this policy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above. , SV UAM

Issue Date: 02/28/2017 Countersigned by:

Authorized Representative of
JD Lone Star Alliance Inc,, A Risk Retention Group

LSA_GEN
CLAIMS-MADE ver 0414
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 11 of 36

AVL | LONE STAR This endorsement forms a partof POLICY NUMBER 4-100167

> < ALLIANCE Policy Term: 03/04/2017 to 03/04/2018

47 A y Endorsement Effective Date: 03/04/2017
A RISK RETENTION GROUP insured: Valitas Health Services, Inc.

POLICY ENDORSEMENT
Premium Adjustment

In consideration of the premium charged for this policy and this endorsement, it is hereby understood and agreed, subject
-to all terms, conditions and exclusions of this policy:

I. PROVISIONAL PREMIUM
A. The Named Insured shall pay the company a provisional deposit premium of P| at the inception of this
policy period.

B. Within 30 days after expiration or termination of this policy, any additional premium shown to be due the company
shall be remitted by the Named Insured. Any return premium shown to be due the Named Insured shall be
remitted by the company as soon as possible after review and verification of the Named Insured’s Losses
Incurred.

Ii. PREMIUM ADJUSTMENT

A. The provisional deposit premium paid by the Named Insured hereunder shall be adjusted in accordance with the
provisions set forth herein. The adjusted premium shall be equal to on of the Named Insured’s Losses
Incurred for the term of this policy; however, the adjusted premium shall not be less than (the
“Minimum Premium”), nor shall it exceedMWIWWWWWthe “Maximum Premium”).

B. The company shall calculate and report the adjusted premium within 30 days following the expiration or termination
of this policy, and within 30 days following the end of each 6-month period thereafter until all claims and losses
subject to this policy have been fully settled. If the adjusted premium exceeds the premiums previously paid
(inclusive of unearned portion thereof as of the effective date of calculation), the Named Insured shall remit the
difference, not exceeding the “Maximum Premium” indicated above, to the company within 30 days. If the adjusted
premium is less than premiums previously paid (inclusive of the unearned portion thereof as of the effective date of
the calculation), the company shall remit the difference, not less than the “Minimum Premium” amount indicated
above, to the Named Insured with 30 days after review and verification of the Named Insured’s Losses Incurred.

C. “Losses Incurred” means indemnity and loss adjustment expense paid by the company as of the effective date of
calculation and indemnity and loss adjustment expense reserves as of the same date, it being understood and agreed
that all indemnity and related loss adjustment expense paid under this policy shall be charged to this policy
provided the related claim or loss is covered or alleged to be covered under the policy under consideration.

Nothing in this endorsement shall be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for ¿his policy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above. ñ

Issue Date: — 02/28/2017 Countersigned by:

5% $ Authorized Representative of
JD Lone Star Alliance Inc., A Risk Retention Group

LSA_GEN
CLAIMS-MADE ver 0414

LONESTARALLIANCE00011
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 12 of 36

>
AVL | LONE STAR
<
This endorsement forms apartof

Poli cy Term: :
| POLICY NUMBER

03/04/2017 to 03/04/2018
4-100167

7 A y ALLIANCE Endorsement Effective Date: 03/04/2017

“A RISK RETENTION GROUP Insured: Valitas Health Services, Inc.

POLICY ENDORSEMENT
Notice of Cancellation

In consideration of the premium charged for this policy and this endorsement, it is hereby understood and agreed, subject to all
terms, conditions and exclusions of this policy:

In the event of cancellation or non-renewal by the Lone Star Alliance, Inc. (LSA) of any insured under this policy issued to Valitas
Health Services, Inc., LSA will mail notification of such action to the Arizona Department of Corrections no less than thirty (30) days
prior to the effective date of the cancellation. Notice shall be mailed to (address):

Arizona Department of Corrections

1601 West Jefferson
Phoenix, AZ 85007

Nothing in this endorsement shall be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for this policy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above. SY UMA

Issue Date: 02/28/2017 Countersigned by:

Authorized Representative of
JD Lone Star Alliance Inc., A Risk Retention Group

LSA_GEN
CLAIMS-MADE ver 0414
 Case 23-90086 Document 858-5 Filed in TXSB on 08/07/23 Page 13 of 36

AVL<
>
LONE-
STAR This endorsement forms a part of

Policy cy Term:
Term:
POLICY

03/04/2017
NUMBER

to 03/04/2018 :
4-100167

TA y A L L I A N C E Endorsement Effective Date: 03/04/2017

Named Insured: Valitas Health Services, Inc.
A RISK RETENTION GROUP

CERTIFICATE OF INSURANCE
Issued to
POLICYHOLDERS OF LONE STAR ALLIANCE INC,, A RISK RETENTION GROUP

CYBER LIABILITY COVERAGE FORM

(CLAIMS-MADE BASIS)

NOTICE TO POLICYHOLDER:

Except as otherwise noted herein, Cyber Liability is Claims-Made and Reported Coverage issued by Lone Star Alliance Inc., A Risk
‘Retention Group. The limits of insurance provided under the Cyber Liability endorsement are in addition to, and will not erode the
limits of liability provided under your professional liability policy. Defense costs are paid within the Cyber Liability limits of
insurance.

CYBER LIABILITY LIMITS OF INSURANCE AND DEDUCTIBLE:

The Cyber Liability limits of insurance and deductible are as follows:

if Multimedia Liability Coverage: $ 100,000 each Claim each Insured

2. Security and Privacy Liability Coverage: $ 100,000 each Claim each Insured
3. Privacy Regulatory Defense $ Penalties Coverage: - $ 100,000 each Claim each Insured
4 Privacy Breach Response Costs, Patient Notification Expenses
And Patient Support & Credit Monitoring Expenses Coverage: $ 100,000 each Claim each Insured
5 Network Asset Protection Coverage: $ 100,000 each Claim each Insured
6. Cyber Extortion Coverage: $ 100,000 each Claim each Insured
7. Cyber Terrorism Coverage: $ 100,000 each Claim each Insured
8 BrandGuard Coverage:. $ 100,000 each Claim each Insured
9. PCIDSS Assessment Coverage: $ 100,000 each Claim each Insured
10. Insured Physician Annual Aggregate Limit: $ 100,000
11, Insured Entity Annual Aggregate Limit: $ 500,000
12, Deductible $ 0 each Claim

INITIAL CYBER LIABILITY ENDORSEMENT EFFECTIVE DATE:

03/04/2016

This Certificate does not vary, extend or in any way affect the coverage provided in the Cyber Liability endorsement, which can be
obtained by requesting a copy from Lone Star Alliance Inc., A Risk Retention Group at 1-844-595-8866. Various provisions in the
Cyber Liability endorsement restrict coverage. Read the entire Cyber Liability endorsement carefully to determine rights and duties of
the Insureds and what is and is not covered.

Issue Date: 02/28/2017 Countersigned by:

tized Representative of
JD Lone Star Allidnce Inc., A Risk Retention Group

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AVL | LONE STAR This endorsement forms a part of

Policy Term:
POLICY NUMBER

03/04/2017 to 03/04/2018
4-100167

TA y A L L I A N C E Endorsement Effective Date: 03/04/2017

A RISK RETENTION GROUP Named Insured: Valitas Health Services, Inc,

SUBSCRIBER CERTIFICATE

Issued to
POLICYHOLDERS OF LONE STAR ALLIANCE INC., A RISK RETENTION GROUP

EMPLOYMENT PRACTICES LIABILITY INSURANCE

Word and phrases in bold have special meaning as described in SECTION III of the EPLI endorsement.

NOTICE TO POLICYHOLDER:

Coverage hereunder shall expire sixty (60) days after the expiration date of the Policy to which this certificate is attached or sixty (60)
days after its earlier cancellation date or non-renewal date. This coverage may not be extended by a Reporting Endorsement (“tail"
coverage).

As a condition precedent to payment of any benefit hereunder, the Claim must be received by an Insured while the Policy is in effect
and the Subscriber must notify the Corporation within sixty (60) days from the date the Claim is received by an Insured.

ITEM 1. SUBSCRIBER:

Valitas Health Services, Inc.

ITEM 2. POLICY PERIOD:

From: 03/04/2017
To: 03/04/2018
Beginning and ending at 12:01 a.m.

ITEM 3. LIMIT OF LIABILITY per physician (inclusive of Defense Costs):

(a) $50,000 Maximum Limit of Liability for each Claim
(b) $50,000 Third-Party Discrimination Limit of Liability
(c) $50,000 Punitive, exemplary and multiple damages Limit of Liability
(d) $50,000 Maximum aggregate Limit of Liability for all Claims
(e) $0 Defense-Only Limit of Liability

ITEM 4. SUBSCRIBER SELF-INSURED RETENTION:

$5,000 Hach and every Claim

ITEM 5. SUBSCRIBER EPLI RETROACTIVE DATE:

03/04/2016

This certificate does not vary, extend or in any way affect the coverage provided in the EPLI endorsement, which can be obtained by
requesting a copy from Lone Star Alliance Inc., A Risk Retention Group at 1-844-595-8866.

Issue Date: 02/28/2017 Countersigned by:

thorized Representative of
JD Lone Star Alliance Inc., A Risk Retention Group
Unique Market Reference No.: BO391AC1402484 LSA EPLI
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AVL | LONE STAR

> < A L L I A N C E
This endorsement forms a partof

Policy Term:
POLICY NUMBER

03/04/2017 to 03/04/2018
4-100167

7 A y Endorsement Effective Date: 09/13/2017

A RISK RETENTION GROUP Insured: Valitas Health Services, Inc.

POLICY ENDORSEMENT
General Change

In consideration of the premium charged for this policy and this endorsement, it is hereby understood and agreed,
subject to all terms conditions and exclusions of this policy:

Section VI.D.3. of this policy is deleted and the following is substituted in lieu thereof:

The insured shall: (1) Cooperate with the Corporation in the investigation, settlement, or defense of the claim or
suit; and (2) Assist the Corporation, upon our request, in the enforcement of any right against any persons or
organizations which may be liable to the insured because of injury or damage to which this insurance may also
apply.
The insured shall not, except at the insured’s own cost, voluntarily make a payment, assume any obligation, or incur
any expense, other than for first aid, without our consent.

Nothing in this endorsement shall be held to amend, vary, extend or waive any of the terms, conditions, exclusions, representations, warranties and/or agreements in
this policy, any other endorsement or any Declarations Page, except as expressly stated in this endorsement.

If this policy is initially issued with this endorsement forming a part thereof at that time and having the same effective date as such policy, or if this endorsement is
issued together with any renewal or amendatory Declarations Page for this policy and having the same effective date as such Declarations Page, then no
countersignature on this endorsement is necessary. Otherwise this endorsement shall not be valid and binding on the Corporation unless countersigned below by an
authorized representative of the Corporation.

This endorsement takes effect as of the beginning day and hour for the policy period of this policy stated in the applicable initial, renewal or amendatory Declarations
Page, unless a different endorsement effective date is inserted above, e

Issue Date: 09/15/2017 Countersigned by: Drury)

JD
. Authorized Representative of
CLAIMS-MADE Lone Star Alliance Inc., A Risk Retention Group
LSA_GEN
ver 0414

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MA LONE STAR
TA La ALLIANC Fiere

MEDICAL PROFESSIONAL LIABILITY INSURANCE POLICY

CLAIMS-MADE .

This contract of professional liability insurance (this policy) is issued by the Lone Star Alliance, RRG (Corporation)
to the Named Insured designated on the Declarations Page. In consideration of payment of the policy premium, in
reliance upon the representations and warranties in Section VI.M. REPRESENTATIONS/WARRANTIES; SOLE
AGREEMENT of this policy, and subject to all terms, conditions, exclusions and the limits of liability applicable to
this policy, the Corporation agrees with the Named Insured as follows:

1. COVERAGE AGREEMENTS
A. PROFESSIONAL LIABILITY COVERAGE
The Corporation will pay on behalf of any insured under this policy all sums within the applicable limits of
liability which such insured shall become legally obligated to pay with respect to a claim that: (a) is first
reported in writing and received by the Corporation during the policy period of this policy; and (b) is for
compensatory damages because of injury arising out of professional services rendered on or after the
applicable retroactive date of this policy and within the policy territory by:

1. Any insured in the conduct of a medical practice.

2. Any insured or any physician for whom an insured is legally responsible regarding such physician as a
member of a formal accreditation or standards review committee or board of a hospital, medical school or
professional related society or organization while acting within the scope of such insured’s or such
physician’s duties.
3. Any insured or any physician for whom an insured is legally responsible regarding such physician as a
medical director.
4. Any other physician or person for whom any insured is legally responsible except as excluded under
Section II. EXCLUSIONS.
No physician, including locum tenens, or other person for whom any insured is legally responsible shall be
covered individually as an insured or have any protection under this policy except as may be provided
under Section V.L “insured” unless added by endorsement.
B. DEFENSE AND APPEAL

The Corporation shall have the right and duty to defend any c/aim or lawsuit brought within the United
States of America, seeking compensatory damages against the insured which are payable under the terms
of this policy, even if any of the allegations of such claim or lawsuit are groundless, false or fraudulent. The
right and duty to defend includes the right to select defense counsel. The Corporation is not required to
appeal a judgment in any lawsuit, but the right and duty to defend shall include the right of the Corporation
to appeal any judgment when, in the Corporation’s discretion, such appeal is determined to be reasonable
and appropriate. No insured shall take any action to force an appeal, to prevent an appeal or to preclude
standing to an appeal by the Corporation. The insured hereby authorizes the Corporation to pursue any such
appeal in the name of such insured. The Corporation shall not be obligated to defend, appeal or to continue
any defense or appeal of any c/aim or lawsuit after either the “each claim” limit or the “all claims” limit of

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the Corporation’s liability has been exhausted by payment of one or more judgments, awards, settlements
or any combination thereof and/or by deposit of the applicable limit of liability or remainder thereof in a
court of competent jurisdiction. If such “each claim” or “all claims” limit of liability has been so exhausted
prior to final conclusion of any such claim or lawsuit by settlement, judgment or otherwise, the Corporation
shall have the right to withdraw from further defense or appeal thereof and terminate all expenses related
thereto by tendering control of such defense to such insured. :
C. SETTLEMENT
1, The Corporation shall not settle any claim or lawsuit without first obtaining the consent of the insured
named in the claim or lawsuit. Such consent may be limited by the insured. Upon receipt of such consent,
the Corporation may settle any claim or lawsuit as it deems appropriate subject to the insured’s limitation.
Ifa claim or lawsuit involves multiple insureds, the Corporation may apportion settlement as it deems
appropriate. If the insured is an entity, the Corporation shall obtain the consent of an authorized
representative.
2. The Corporation is not required to obtain the consent of the insured for settlement (a) after death or
adjudication of legal incompetency of the insured physician, (b) a verdict and/or judgment is rendered
against such insured.

Il. EXCLUSIONS |
This policy does not provide coverage for the following liabilities. The Corporation, however, shall defend
allegations of excluded liabilities provided the c/aim is otherwise covered under this policy.
A. Liability of the insured for:
1. Any claim or lawsuit known by the insured which has not been reported to the Corporation prior to the
inception date of this policy; or
2. Any claim or lawsuit reported to another insurance carrier prior to the inception date of this policy; or

3. Any claim or lawsuit arising out of any incident reported to another insurance carrier prior to the
inception date of this policy; or
4. Any claim or lawsuit arising out of any incident that took place during a period when the insured was
not insured under a professional liability insurance policy; or
5. Any incident known by the insured that may lead to a claim or lawsuit which has not been reported to
the Corporation prior to the inception date of this policy.
B. Liability of the insured arising out of the conduct of any physician or person as proprietor, partner,
shareholder, member of a board of directors, superintendent, executive officer, administrator, department
chairman, medical director, public health officer or, in any committee service, administrative or proprietary
role (except as is specifically covered in Section ]. COVERAGE AGREEMENTS A.2-3.) of any business
enterprise, whether or not related to patient care or treatment, including, but not limited to, any hospital,
sanitarium, infirmary, clinic with bed and board facilities, health maintenance organization, managed care
organization, nursing home, abortion clinic, blood bank, drug abuse center, surgery center, ambulatory care
center, physical therapy center, weight control center or commercial laboratory.

C. Liability of the insured arising out of:

1, Any criminal conduct, conspiracy, criminal or civil fraud, or any sexual conduct, whether or not done in
connection with professional services, regardless of whether such conduct is alleged to constitute
negligence.
2. Any intentional or malicious injury, or any intentional act reasonably expected to result in injury, or any
act or injury while the insured or any physician or person for whom the Insured is legally responsibie is (a)

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acting under the influence of alcohol or illicit drugs; or (b) impaired as a result of excessive use of
therapeutic drugs.
3. Any claims or lawsuits based upon the violation of any state or federal statutory or regulatory law,
including antitrust statutes and Consumer Protection or Deceptive Trade Practices Acts.
4. Any punitive or exemplary damages, treble, additional, or multiple damages, or any other form of fines
or penalties which may be assessed against the insured over and above compensatory damages.
5. Any use, administration or prescription of any drug, biological product, medical device, implant or
pharmaceutical which has not received final approval by the United States Food and Drug Administration
(FDA) for treatment of human beings unless used in an FDA approved study; or which such insured is not
licensed to use, administer or prescribe.
Liability of the insured: (1) arising out of any premises where such insured practices medicine; or (2)
covered under a directors and officers, errors and omissions, employers' practices liability, workers'
compensation, automobile, fire or general liability insurance policy, or insurable under such a policy.

Liability of the insured:

1. Based in whole or in part on misrepresentation or breach of promise, contract, warranty, implied
warranty, or fiduciary duty.
2. Assumed by the insured under any contract or agreement, including without limitation, any kind of
indemnity or hold harmless agreement, unless such insured would have had that liability in the absence of
such contract or agreement.

3. Arising out of the inventing, manufacturing, selling, promoting or distributing of any product or
publication by or on behalf of the insured.
Liability of the insured arising out of professional services: (1) which occur when any applicable license of
the person rendering such services has been suspended, revoked or surrendered; or (2) which constitute a
violation of any restriction imposed upon any such license.
Liability of the insured for professional services rendered by any of the following physicians or persons
unless such physicians or persons have liability insurance in force at the time of the injury for their own
professional services with limits of liability—excluding defense costs—of at least:

$100,000 “each claim”

$300,000 “all claims”
1. Any physician:
a. Who is employed or supervised by or subject to the right of control by the insured, or
b. Who assumes responsibility for such insured’s patients, including any locum tenens.

2. Any certified registered nurse anesthetist or nurse anesthetist.

3. Any midwife or certified nurse midwife. .

Liability of the insured as a partner, stockholder, associate or other proprietary member, or as an officer,
director, representative or agent of any partnership or other group practice, other than as defined under the
definition of insured.
Liability of the insured for any services related to utilization review.

Liability of the insured:

1. For any injury or damage which would not have occurred in whole or part but for the actual, alleged or
threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time.

LONESTARALLIANCE00618
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2. For any loss, cost or expense arising out of any:

a. Request, demand or order that such insured or others test for, monitor, clean up, remove, contain,
treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants; or
b. Claim or lawsuit by or on behalf of a governmental authority for damages because of testing for,
monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way
responding to, or assessing the effects of pollutants.

Pollutants mean any solid, liquid, gaseous, or thermal irritant or contaminant including smoke, vapor, soot,
fumes, acid, alkalis, chemicals and waste. Waste includes material to be recycled, reconditioned or
reclaimed,
Liability of the insured arising out of professional services rendered at a public or non-profit private entity
receiving Federal funds pursuant to 42 U.S.C. $ 254B (or similar statute) and for which Federal law
provides that the Federal Tort Claims Act is the exclusive remedy for damages resulting from the
performance of medical, surgical or related functions.

ii]. SUPPLEMENTARY PAYMENTS

The Corporation will pay, in addition to the applicable limit of liability in any covered claim or lawsuit
defended by the Corporation:

A. Expenses incurred by the Corporation.

B. Expenses incurred by the Corporation, including attorney's fees, for any employee of the insured also
named as a defendant in the lawsuit against the insured, unless the employee has coverage for the lawsuit
under any other policy of insurance. The terms and conditions of Section IB, DEFENSE AND APPEAL
and Section VI.D. INSURED'S DUTIES UPON THE RECEIPT OF A LAWSUIT, NOTICE OF CLAIM,
OR WRITTEN DEMAND FROM A PATIENT shall apply to any employee who accepts a defense offered
by the Corporation.
Costs taxed against the insured in such lawsuit.
D. Interest: (1) on that part of the judgment for damages covered under this policy which does not exceed the
applicable limit of the Corporation’s liability as stated on the Declarations Page or endorsement; and (2)
which accrues after entry of the judgment and before the Corporation has paid, offered to pay, tendered or
deposited in court that part of the judgment for damages covered under this policy which does not exceed
the Corporation’s liability.
Premiums on appeal bonds required in any appeal which the Corporation determines to take. The
| Corporation may pay premiums on bonds to release attachments or supersede judgments. The Corporation,
however, shall have no obligation to apply for, provide the financial security for, or furnish any such bond
to supersede judgments or release attachments, Further, where a judgment exceeds the insured’s applicable
limit of liability or includes non-covered damages, the Corporation shall pay only the portion of any such
premium that would be charged if the judgment were for the covered damages within such limit.

Reasonable expenses incurred by the insured at the Corporation’s request in assisting the Corporation in
defense of any claim or lawsuit, including with respect to such insured who is a physician and upon his or
her written request, loss of earnings at an agreed amount of $1,000 for each day of attendance at trial but
not to exceed $10,000 for any one trial,

IV. LIMITS OF LIABILITY

A, The “each claim” and “all claims” limits of liability stated on the Declarations Page or endorsement is the
maximum amount the Corporation will pay for “each claim” or “all claims” arising under this policy.

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B. The Corporation’s liability under this policy shall not exceed the limits of liability stated on the
Declarations Page or endorsement, and such stated limits shall be applied as follows:
1. The “each claim” limit of liability is the maximum liability the Corporation can owe for a claim first
made during the policy period of this policy and covered by this policy as an insured incident. A single
“each claim’ limit of liability shall be applicable to an insured incident regardless of the number of claims
made or lawsuits filed, regardless of the number of policies or policy periods involved with any insured
incident, and regardless of the amount of prejudgment interest included in any judgment. If an insured
incident involves injuries to more than one patient such as in obstetrical services to the mother and
fetus(es)/child or children, a single “each claim” limit of liability shall be applicable for all injuries, claims
and resulting lawsuits. Likewise, a single “each claim” limit of liability shall be applicable to all claims by —
both the patient and by the family members or the heirs or estate of such patient, including derivative
claims, claims for loss of consortium, claims of beneficiaries under wrongful death and/or survival statutes
and claims for mental anguish and related injuries associated with bystander perception or reaction to the
injuries sustained by the patient.
2. The applicable “all claims” limit of liability is the maximum liability the Corporation can owe for the
aggregate of all insured incidents for which claims are first made during the policy period of this policy.
3. Policy limits of liability will not be stacked, added or combined in any manner to increase liability under
this policy even though multiple claimants, multiple claims or injuries, multiple lawsuits, or multiple
policies or policy periods may be involved within an insured incident.
C. When a claim is first made during a policy period as to the insured, and thereafter, during the same or a
subsequent policy period, one or more additional claims or lawsuits are reported arising out of, directly or
indirectly, the same insured incident, all such subsequent c/aims or lawsuits shall be considered to have
been first made against such insured at the same time and during the same policy period as such claim was
initially reported, and a single “each claim” limit of liability shall be applicable,
D. Notwithstanding any other provision of this policy and/or Declarations Page to the contrary, if any,
Reporting Endorsement or any other endorsement changing the limits of liability is applicable to this
policy, the limits of liability stated therein, and no other limits of liability, shall apply to the extent set forth
therein.

E. If this policy and any other policy providing coverage to the same insured by the Corporation or any of its
subsidiaries apply to the same claim, the maximum limit of liability under all policies shall not exceed the
highest applicable limit of liability under any one policy.

. DEFINITIONS
As used in this policy and whether in singular, plural or possessive form:
A. “claim” or “claims” means (a) the receipt by the insured of a summons or citation in a lawsuit, (b) the
receipt by the insured of a written notice of claim sent pursuant to applicable law or (c) the receipt by the
insured of a written demand from a patient or representative of such patient, provided the lawsuit, notice of
claim or written demand from a patient seeks compensatory damages because of injury resulting from an
insured incident occurring on or after the applicable retroactive date shown on the Declarations Page or
endorsement. A claim directed to any insured under this policy does not constitute a claim against any other
physician or entity even if the other physician or entity is insured by the Corporation or any of its
subsidiaries under the same or different policies. A request for medical records or copies thereof is not a
claim.

B. “damage” means all compensatory damages, including prejudgment interest, which are payable because of
injury or injuries to which this policy applies. ,

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. “employee” means a person who is not a physician and who, at the time of the insured Incident, was
working for the insured under an express or implied contract of hire under which the insured had the right
“ to control the details of work performance,
. “endorsement” means any endorsement that applies to this policy during all or part of the applicable policy
period.
“extended reporting period” means the time after the termination of coverage for an insured when claims
may be reported that arise out of an insured incident occurring prior to the termination of coverage and
subsequent to the applicable retroactive date.
“first made” means a claim first reported in writing and received by the Corporation during the policy
period of this policy.
. “Inception date” means the date continuous and uninterrupted coverage with the Corporation commenced.
. “injury” means, as applicable, bodily injury, sickness or disease, death, libel, slander, defamation of
character or invasion of rights of privacy.
“insured” means the Named Insured, an individual or entity shown in the Schedule of Insureds, or an
individual or entity added by applicable endorsement.

When the insured is an individual physician and the sole proprietary member of a professional association
or professional limited liability company, then the association or company shall be included within the
coverage afforded the insured as though such association or company were one and the same as the
insured, however, only one “each claim’ limit of liability and one “all claims’ limit of liability shall be
- applicable to cover both the individual insured and the association or company, and there shall not be two
policy limits or separate policy limits for the individual insured and the association or company.

When the insured is an entity, then any associate, officer, director or proprietary member of such insured
while acting within the scope of duties for such insured shall be included within the coverage afforded the
insured, but only with respect to liability for professional services performed by others in the practice of
medicine. However, only one "each claim" limit of liability and one "all claims" limit of liability for the
entity shall be applicable, and there shall not be separate policy limits regardless of the number of such
insureds under this policy.
“insured incident” means any and all injuries and compensatory damages arising out of: (1) the same,
connected or related patient services rendered by the insured or by anyone for whom such insured is
legally responsible except as excluded under Section I. EXCLUSIONS provided that some part of the
patient services, including laser hair removal services, causing injury must have been rendered on or after
the applicable retroactive date; in the event some part of such patient services is rendered before the
retroactive date, the liability under this policy shall be limited to the damages and injuries caused solely by
the patient services rendered on or after the retroactive date, and shall not exceed the “each claim” limit of
liability provided by this policy; (2) the same or connected services of an insured physician or any
physician for whom an insured is legally responsible as a member of a formal accreditation or standards
review committee or board of a hospital, medical school, or professional related society or organization
acting within the scope of such physician's duties, provided that some part of such services must have been
rendered on or after the applicable retroactive date; in the event some part of such services is rendered
before the retroactive date, the liability under this policy shail be limited to the damages and injuries
caused solely by the services rendered on or after the retroactive date, and shall not exceed the applicable
“each claim” limit of liability provided by this policy; (3) the same or connected services of an insured
physician or any physician for whom an insured is legally responsible as a medical director, provided that
some part of such services must have been rendered on or after the applicable retroactive date; in the event

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some part of the patient services, committee services or medical director services is rendered before the
retroactive date, the liability under this policy shall be limited to the damages and injuries caused solely by
the services rendered on or after the retroactive date, and shall not exceed the applicable “each claim” limit
of liability provided by this policy.
K. “locum tenens” means a physician who is temporarily serving as a relief or substitute physician for the
insured at a time when the insured is not performing professional services and for whom an application has
been submitted and coverage has been approved by the Corporation,
L, “medical director” means a physician who serves in an administrative capacity as head of an organized
medical staff and whose duties include (1) training and supervision of medical staff (both physician and
non-physician); (2) drafting and implementation of appropriate policies and procedures; and/or (3) assuring
the facility's compliance with federal, state and local laws. Medical director services do not include
employment related practices.
M. “Named Insured” means the individual physician or entity so designated on the Declarations Page.
N. “patient” means an individual under the care or treatment of the insured or an individual being examined
for the purpose of rendering an independent medical examination (IME), but only for a claim or lawsuit
brought by or on behalf of such individual. ,
“physician” means a person licensed to practice medicine by a state medical licensing authority.
DO

“policy period” means the policy period shown on the Declarations Page or endorsement.

“policy territory’ means the United States of America, its territories and possessions.
arn

“proprietary member” means an owner, shareholder, or partner of an insured entity.

“Reporting Endorsement” means an endorsement applicable to this policy obtained in accordance with
Section VILL. REPORTING ENDORSEMENT.
T. “retroactive date” means the date identified as such on the Declarations Page or endorsement, No coverage
is provided for insured incidents occurring prior to this date. Each insured has an applicable retroactive
date, which shall be separately applied for all purposes.
U. “same, connected or related patient services” means all professional services rendered to a patient for the
same, connected, or related medical conditions (including all complications arising therefrom), although the
professional services may be rendered over an extended period of time and may include multiple services,
and includes, but is not limited to: (1) all obstetrical services rendered during pregnancy, labor, delivery
and resuscitation of an infant or infants; and (2) organ transplantation procedures and professional services
rendered to the donor and recipient patients.
V. “this policy” means this contract of professional liability insurance together with the Declarations Page and
endorsements.

VI. ADDITIONAL TERMS AND CONDITIONS

A. NONASSESSABLE
This policy is not assessable,
B. NONASSIGNABLE

The insured’s interest under this policy is not assignable.

If an insured physician shall die or be adjudged incompetent, this insurance shall thereupon terminate
automatically as to such insured, but shall cover the legal representative of such insured's estate as an insured
with respect to a claim previously reported to the Corporation and covered by this policy.

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If an insured entity is acquired by or merged with another entity or ceases doing business under the name
listed on the Declarations Page of this policy, this insurance shall terminate automatically on the same date
as such event occurs unless this policy is amended by endorsement.
Pro rata return premium will be computed from the date of termination of this policy.

C. PREMIUM
AU premiums for this policy shall be computed in accordance with the Corporation’s rules, rating plans,
premiums and minimum premiums applicable to the insurance afforded at the inception of this policy,
except as noted in Section VILL. REPORTING ENDORSEMENT of this policy. Upon written request by the
Corporation at any time, the insured shall furnish such information as may be reasonably necessary for
premium computation or appropriate correction thereof.
D. INSURED'S DUTIES UPON THE RECEIPT OF A LAWSUIT, NOTICE OF CLAIM, OR WRITTEN
DEMAND FROM A PATIENT
1. Upon the receipt by the insured of a written demand from a patient or representative of such patient
seeking compensatory damages because of injury arising out of an insured incident, written notice shall be
given by or for such insured to the Corporation’s Claim Department immediately. Such notice shall contain
particulars sufficient to identify the event and each insured involved and also reasonably obtainable
information with respect to the time, place and circumstances thereof, and the name and address of each
person injured and of available witnesses.
2. Ifa lawsuit is served upon or is received by the insured or by anyone on such insured’s behalf, such
insured shalt: (1) immediately notify the Corporation’s Claim Department by telephone of the service or
receipt of such lawsuit papers; and (2) within ten (10) days of such service or receipt deliver all such
lawsuit papers (petition, complaint, summons, citation, expert report, discovery, notice or other legal
process) to the Corporation’s Claim Department and obtain a delivery receipt from the Corporation.
“Delivery” of lawsuit papers means sending by certified mail with return receipt requested, personal
delivery, messenger or electronic transmission. Proof of delivery of the lawsuit papers, however, may only
be established by obtaining a written receipt of such delivery from the Corporation. If a written notice of
claim sent pursuant to applicable law is received by the insured, as distinguished from service of lawsuit
papers, such insured shall immediately notify the Corporation’s Claim Department by telephone and
deliver to the Corporation’s Claim Department every such communication or notice of claim, pursuant to
the delivery requirements stated above. .
3. All insureds covered under this policy shall cooperate with the Corporation and assigned defense
counsel in the conduct of lawsuits, appeals and other proceedings and in enforcing any right of contribution
or indemnity against any person or organization who may be liable. An individual insured or proprietary
members of an insured entity shall attend trials and, if requested, shall attend hearings and assist in securing
and giving evidence and obtaining the attendance of witnesses. With respect to the insurance afforded
under this policy, no insured shall voluntarily make payment, assume any obligation or incur any expense
except at the insured's own cost.
4, The failure of any insured covered under this policy to comply with any applicable provision of this
policy shall eliminate any coverage including the duty to defend or indemnify such insured under this
policy. For example, a default judgment resulting from the failure to notify the Corporation of a claim or
lawsuit or from the failure to give either telephone notice or to deliver lawsuit papers to the Corporation’s
Claim Department, eliminate any coverage under this policy. It is not necessary for the Corporation to show
that it has been prejudiced by any failure of the insured or any other person to comply with any provisions
of this policy in order for coverage to be eliminated under this policy.
E, OTHER INSURANCE

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Except as provided by Section IV.E. LIMITS OF LIABILITY of this policy and to the extent that any claim -
against the insured is covered by any other policy of insurance, this insurance will be secondary to and in
excess of any other insurance covering such insured or any other indemnity protection afforded such
insured by the hospital, medical school or professional society or association through its self-insurance
program, self-insured retention, or its insurance.

SUBROGATION

In the event of any payment under this policy, the Corporation shall be subrogated to all rights of recovery
with respect thereto of the insured against any person, insurer or organization of any kind, and such insured
shall execute and deliver instruments and papers and do whatever else is necessary or appropriate to secure
such rights. No insured shall do anything after loss to prejudice any such right,
ACTION AGAINST THE CORPORATION
1. No action by any insured shall lie against the Corporation unless, as a condition precedent thereto, there
shall have been full compliance with all the terms of this policy, nor until the amount of such insured’s
obligation to pay shall have been finally determined by a judgment that has become final in the trial court
and final after all appeals. No right or cause of action by any insured against the Corporation shall be
assigned to a claimant or judgment creditor, or to anyone else, without the prior written consent of the
Corporation.
2. Subject to the terms, conditions, and exclusions of this policy and the applicable limit of liability
afforded hereunder, the Corporation shall pay on behalf of any insured any judgment covered by this policy
that has become final in the trial court and final regarding all appeals, but the claimant or judgment creditor
shall have no direct right of action or recovery against the Corporation regarding such judgment. No person
or organization or legal representative thereof shall have any right under this policy to join the Corporation
as a party to any action against any insured to determine such insured’s liability, nor shall the Corporation
be impleaded by any insured or such insured’s assignee or legal representative.
. CHANGES
The terms of this policy shali not be waived or changed except by endorsement issued to form a part of this
policy. Notice to or knowledge possessed by any employee, agent or representative of the Corporation is
ineffective to change or modify any part of this policy or in any manner preclude the Corporation from
asserting any of its rights hereunder.
CANCELLATION
1. This policy may be cancelled by either the Named Insured or the Corporation. The Named Insured may
cancel this policy at any time, To do so, the Named Insured must: (a) return this policy to the Corporation
or any of the Corporation’s authorized representatives; or (b) provide written notice to the Corporation
stating when cancellation is to be effective. The Corporation must receive written notice or return of this
policy before the cancellation date. Such cancellation shall be effective 12:01 a.m. on the date specified.
2. The Corporation may cancel coverage under this policy with respect to any or all insureds by giving
written notice to the insured of at least:
(a) ten (10) days, if cancellation is due to one or more of the following reasons:
(1) non-payment of premium on or before the invoice due date;
(2) an insured physician is no longer licensed to practice medicine;
(3) an insured's practice no longer satisfies the policy territory requirement;
(b) ninety (90) days if cancellation is for any other reason provided that this policy has been in effect for
less than ninety (90) days.

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3. If this policy has been in effect for more than ninety (90) days, the Corporation will not cancel this
policy or coverage on any insured other than for the three reasons listed immediately above under item 2.(a).

4. The Corporation will not cancel or refuse to renew this policy based solely on the fact that an insured is
an elected official.
5. The Corporation will mail or deliver notice to the Named Insured at the last mailing address known to
the Corporation. If notice is mailed, proof of mailing is sufficient proof of notice. Notice of cancellation
will state the effective date of, and reason for, cancellation. This policy will end at 12:01 a.m. on that date.

NONRENEWAL OF THIS POLICY

1. If the Corporation elects not to renew this policy or coverage for any insured under this policy, the
Corporation will mail or deliver notice to the insured at the last mailing address known to the Corporation.
If notice is mailed, proof of mailing is sufficient proof of notice.
2. Such notice will be mailed or delivered at least ninety (90) days before the end of the policy period
stated in this policy.
. PRIOR ACTS
Prior acts extends coverage to new claims or lawsuits arising out of professional services rendered while
the insured was covered under a previous claims-made policy with another insurance carrier, provided the
claim against the Corporation is first made on or after the effective date of this policy and the insured
incident occurred between the retroactive date and the inception date of this policy.
REPORTING ENDORSEMENT
In the event of termination of coverage either by nonrenewal or cancellation, the insured shall have the
right upon payment of additional premium (to be computed in accordance with the Corporation’s rules and
rating plans applicable on the effective date of the endorsement) to have issued a Reporting Endorsement at
limits of liability not in excess of the lowest limits in effect during the policy period. The Reporting
Endorsement provides an extended reporting period in which claims may be reported and covered by this
policy after termination of such coverage. Such right hereunder must be exercised by the insured by written
notice actually received by the Corporation not later than sixty (60) days after such termination. The right
to purchase such Reporting Endorsement may not be available to any insured when termination by the
Corporation is for nonpayment of premium. :
If the termination of insurance is due to the total retirement of an insured from the practice of his or her
profession as a physician any time after reaching age fifty (50) and having been continuously insured by the
Corporation on a claims-made policy for the previous five (5) years, the premium required to provide
extended reporting period coverage will be waived.
If termination of insurance occurs while an insured is unable to practice his or her profession as a physician
due to total disability as determined by the Corporation, the premium for the Reporting Endorsement will
be waived, provided that within sixty (60) days following the date of termination, the Corporation receives
a written report from the insured's attending physician specifying the nature of the disability, The
Corporation will have sole discretion and responsibility for determining whether a reported disability is
total and qualifies for the premium waiver. The Corporation shall have the right to have the insured
examined by a physician of its selection.
In the event of the insured's death, the premium required to provide extended reporting period coverage to
the insured's estate will be waived. ,
. REPRESENTATIONS/WARRANTIES; SOLE AGREEMENT
By acceptance of this policy the insured agrees, represents, and warrants under this policy: (1) that all

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statements and answers on the Declarations Page of this policy, all information contained in applications or
renewal applications, and all statements made to the Corporation, it’s agents or representatives, whether
oral or in writing, in order to secure insurance from the Corporation are both representations and warranties
of such insured; (2) that any false or incorrect statements or answers, omissions, material
misrepresentations or concealment of information therein will be presumed to have been intended to
deceive the Corporation and will constitute a breach of warranty causing insurance under this policy to be
void or voidable, as applicable, at the election of the Corporation without any right to purchase a Reporting
Endorsement; (3) that this policy is issued in reliance upon the truth of such representations and warranties;
and (4) that this policy, together with the Declarations Page and all endorsements, embody all agreements
existing between such insured and the Corporation or any of its agents or representatives relating to
insurance under this policy.

IN WITNESS WHEREOF, the Corporation has caused this policy to be signed by the President and Secretary of its
Board of Directors in office as of the revision date of this policy, but it shall not be valid and binding on the
Corporation unless countersigned on the Declarations Page of this policy by an authorized representative of the
Corporation.

_ATTEST:

Alles vq
Theodorus J. M. Van Eeten
Secretary of Board of Directors
Lone Star Alliance, RRG

Cbs Ro
Charles R. Ott, Jr.
President of Board of Directors
Lone Star Alliance, RRG

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POLICY ENDORSEMENT
Limited Premises Liability Coverage - For Your Patients Only

Limits of Liability under this endorsement are:

$200,000 each premises occurrence

$200,000 premises aggregate

This coverage is only available if the premises occurrence is reported during the policy
period of a policy issued by the Corporation. This coverage may not be extended by a
Reporting Endorsement (“tail” coverage).

In consideration of the premium charged, it is hereby understood and agreed, subject to all terms, conditions and
exclusions of this policy not expressly amended or modified herein:

1. Under this endorsement the following, and only the following, coverages are added to Section I.
COVERAGE AGREEMENTS:
AA. PROFESSIONAL PREMISES LIABILITY COVERAGE
The Corporation will pay on behalf of the insured under this endorsement all sums which such insured
shall become legally obligated to pay as compensatory damages because of premises injury or damage as
defined herein to any patient which: (1) occurs during the policy period and within the policy territory, (2)
is caused by a premises occurrence as defined herein; and (3) arises out of the ownership, maintenance or
use of the insured premises as defined herein for the practice of medicine, including operations necessary
or incidental thereto.

2. For purposes of this endorsement, Section VI. ADDITIONAL TERMS AND CONDITIONS, D. 1 and 2
are deleted and the following is substituted:
1. Upon the receipt by the insured of a written demand from a patient or representative of such patient
seeking compensatory damages because of premises injury or damage to which this endorsement applies,
written notice shall be given by or for such insured to the Corporation’s Claim Department immediately.
Such notice shall contain particulars sufficient to identify such event and such insured involved, and also
reasonably obtainable information with respect to the time, place and circumstances thereof, and the name
and address of each person injured and of available witnesses.
2. Ifa lawsuit is served upon or is received by the insured or by anyone on such insured’s behalf seeking
compensatory damages because of premises injury or damage to which this endorsement applies, such
insured shall: (1) immediately notify the Corporation’s Claim Department by telephone of the service or
receipt of such lawsuit papers; and (2) within ten (10) days of such service or receipt deliver all such
lawsuit papers (petition, complaint, summons, citation, notice or other legal process) to the Corporation’s
Claim Department and obtain a delivery receipt from the Corporation. “Delivery” of lawsuit papers means
- sending by certified mail with return receipt requested, personal delivery, messenger or electronic
transmission. Proof of delivery of the lawsuit papers, however, may only be established by obtaining a
written receipt of such delivery from the Corporation.

3. For purposes of this endorsement, Section L COVERAGE AGREEMENTS, C. | and 2 are deleted and the
following is substituted:
‘The Corporation may settle any alleged liability to which this endorsement applies as it deems appropriate.
If a demand or lawsuit involves multiple insureds, the Corporation may apportion settlement as it deems
appropriate.

4, For purposes of this endorsement, the following exclusions are added to Section 1. EXCLUSIONS:
AA.No insurance under this endorsement, either indemnity or defense, applies to any liability with respect
to:

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(1) Any liability assumed by the insured under any contract or agreement other than an incidental
contract as defined herein.
(2) Any injury or compensatory damage arising out of the ownership, maintenance, operation, use,
loading or unloading of:
(a) Any automobile or aircraft owned or operated by or rented or loaned to the insured; or
(b) Any other automobile or aircraft operated by any person in the course of his or her employment
by the insured; but this exclusion does not apply to the parking of an automobile on the insured
premises, if such automobile is not owned by or rented or loaned to such insured.
(3) Any injury or compensatory damage arising out of and in the course of the transportation of mobile
equipment by an automobile owned or operated by or rented or loaned to the insured.
(4) Any injury or compensatory damage due to war, whether or not declared, civil war, insurrection,
rebellion or revolution or to any act or condition incident to any of the foregoing.
(5) Any obligation for which the insured, or any carrier as insurer of such insured, may be held liable
under any workers” compensation, unemployment compensation, disability benefits, or anti-discrimination
law, or under any similar law. :
(6) Any injury to any employee of the insured arising out of and in the course of his or her employment by
such insured or to any obligation of such insured to indemnify another because of compensatory damages
arising out of such injury; but this exclusion does not apply to liability assumed by the insured under an
incidental contract as defined herein.
(7) Any property damage to:
(a) Property owned or occupied by or rented to the insured;
(b) Property used by the insured; or
(c) Property in the care, custody or control of the insured or as to which such insured is for any
purpose exercising physical control; but part (c) of this exclusion does not apply with respect to
property damage (other than to elevators) arising out of the use of any elevator at the insured
premises.
(8) Any compensatory damage to the insured 's products arising out of such products or any part of such
products.
(9) Any injury or compensatory damage arising out of: (a) the insured’s products; or (b) reliance upon any
representation or warranty made with respect thereto if the injury or compensatory damage occurs after
physical possession of any such product has been relinquished to others and occurs away from the insured
premises,
(10) Any injury or compensatory damage arising out of structural alterations which involve changing the
size of or moving buildings or other structures, new construction or demolition operations performed by or
on behalf of the insured,
(11) Any premises owned, maintained or used by any physician's association, partnership or other practice
group not included in the definition of "insured "in Section V. DEFINITIONS, of this policy, or any
activity or conduct on any such premises.
(12) Any compensatory damage to any premises alienated by the insured arising out of such premises or
any part thereof.
(13) Any injury or compensatory damage covered under a general liability insurance policy or insurable
under such a policy, unless coverage is otherwise provided by this endorsement.
(14) Any injury, compensatory damage, claim or lawsuit arising out of professional services rendered by
the insured or any other physician or person for whom the insured is legally responsible.

For purposes of this endorsement, Section Il, EXCLUSIONS, D. is deleted and the following is substituted:
To any liability of the insured covered under a workers’ compensation, automobile, or fire insurance -
policy, or insurable under such a policy.

For purposes of this endorsement, the following is added to Section Ii. SUPPLEMENTARY
PAYMENTS, of this policy:
AA. The Corporation will also pay, in addition to the applicable limits of liability under this endorsement
and the Supplementary Payments provided for in Section III of this policy, reasonable medical expenses not
to exceed $5,000 incurred by the insured for first aid to a patient at the time of any premises occurrence
resulting in premises injury.

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7. For purposes of this endorsement, the following is added to Section IV. LIMITS OF LIABILITY, of this
policy:
AA, The Corporation's liability under this endorsement shall not exceed the limits of liability stated in the
applicable Declarations Page or endorsement, and such stated limits shall be applied as follows:
(1) The "each premise occurrence" limit of liability is the maximum liability the Corporation can owe for a
claim arising out of a premises occurrence. A single "each premise occurrence" limit of liability shall be
applicable to a premises occurrence regardless of the number of claims made or lawsuits filed, and
regardless of the number of policies or policy periods involved with any premises occurrence. Ifa
premises occurrence involves premises injury or damage to more than one patient, a single "each insured"
limit of liability shall be applicable for all such claims and resulting lawsuits. Likewise, a single "each
premise occurrence" limit of liability shall be applicable to all claims by both the patient and by the family
members or the heirs or estate of such patient, including derivative claims, claims for loss of consortium,
claims of beneficiaries under wrongful death and/or survival statutes and claims for mental anguish and
related injuries associated with bystander perception or reaction to the injuries sustained by the patient.
Policy coverage limits of liability, therefore, will not be stacked, added or combined in any manner to
increase liability under this policy and this endorsement even though multiple claimants, multiple claims or
injuries, multiple lawsuits, or multiple policies or policy periods may be involved with any premises
OCCUTIFENCE,

(2) The "premises aggregate" limit of liability is the maximum liability the Corporation can owe for all
claims or lawsuits arising out of all premises occurrences happening during the policy period of this policy.
BB. When a claim or lawsuit is reported for a premises occurrence happening during multiple policy periods
and/or policies issued by the Corporation which apply to such c/aim or lawsuit, the limits of liability shall
not exceed the limits of liability applicable during the earliest policy period of all such policies.

8. For purposes of this endorsement, the following is added to Section V. DEFINITIONS, of this policy:
AA. "automobile" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads
(including any machinery or apparatus attached thereto), but does not include mobile equipment;
BB. "elevator" means any hoisting or lowering devise to connect floors or landings, whetheror not in
service, and all appliances thereof including any car, platform, shaft, hoistway, escalator, stairway, runway,
power equipment and machinery; but does not include an automobile servicing hoist, or a hoist without a
platform outside a building if without mechanical power or if not attached to building walls, or a hod or
material hoist used in alteration, construction or demolition operations, or an inclined conveyor used
exclusively for carrying property or a dumbwaiter used exclusively for carrying property and having a
compartment height not exceeding four feet; ; ;
CC. “first aid” means expenses incurred by the insured for professional services rendered to a patient
arising out of a premises occurrence and performed in an emergency situation without expectation of
remuneration from the patient;
DD. "incidental contract" means any written: (1) lease of premises; (2) easement agreement, except in
connection with construction or demolition operations on or adjacent to a railroad; (3) undertaking to
indemnify a municipality required by municipal ordinance, except in connection with work for the
municipality; (4) elevator maintenance agreement; :
EE. "insured premises" means, unless otherwise expressly described by supplemental endorsement hereto:
(D any professional office premises owned or leased and used by the insured in the practice of his or her
profession as a physician; (2) such professional office premises alienated by the insured (other than
premises constructed for sale by the insured), if possession has not been relinquished to others; and (3)
“insured premises" includes the ways immediately adjoining such premises;
FF. "mobile equipment" means a land vehicle (including any machinery or apparatus attached thereto),
whether or not self-propelled: (1) not subject to motor vehicle registration; (2) maintained for use
exclusively on premises owned by or rented to the insured, including ways immediately adjoining; but
mobile equipment shall not be deemed to mean apparatus used in connection with the medical profession;
GG. "premises injury or damage" means:
(1) Bodily injury, sickness or disease, or death;
(2) Wrongful entry or eviction, or other invasion of the right of private occupancy;

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(3) Property damage, meaning (a) physical injury to or destruction of tangible property which occurs
during the policy period, including the loss of use thereof at any time resulting therefrom, or (b) the loss of
use of tangible property which has not been physically injured or destroyed, provided such loss of use is
caused by a premises occurrence during the policy period;
HH. "premises occurrence" means an accident, including continuous or repeated exposure to conditions,
which results in premises injury or damage neither expected nor intended from the standpoint of the insured;
Il. "products" means goods or products manufactured, sold, handled or distributed by the insured or by
others trading under the name of the insured, including any container thereof (other than a vehicle), but
"products" shall not include a vending machine or any property other than such container, rented to or
located for use of others but not sold,

For purposes of this endorsement, the following are added to Section VI. ADDITIONAL TERMS AND
CONDITIONS, of this policy:
AA. ASSIGNMENT - Assignment of interest under this endorsement shall not bind the Corporation unless
and until its consent is endorsed hereon. If, however, the insured shall die or be dissolved, as applicable,
such insurance as is afforded by this endorsement shall apply: (1) to the insured's legal representative, but
only while acting within the scope of such representative's duties as such; and (2) with respect to property of
the insured, to the person having proper temporary custody thereof, but only until the appointment and
qualification of the legal representative.
BB. INSPECTION AND AUDIT OPTION
(1) The Corporation shall be permitted but not obligated to inspect the insured premises at any time.
Neither the Corporation's right to make inspections nor the making thereof nor any report thereon shall
constitute an undertaking of any kind whatsoever on behalf of or for the benefit of the insured or anyone
else, including without limitation any undertaking to determine or warrant that such premises are safe or
healthful, or are in compliance with any law, rule or regulation.
(2) The Corporation may examine and audit the insured ‘s books and records at any time during the policy
period and any extension thereof and within three years after the final termination of this policy insofar as
they may relate to any subject matter of this insurance.

10. For purposes of this endorsement and relative only to the claims-made policy form, Section VI, L.
REPORTING ENDORSEMENT is deleted and the following is substituted:
Coverage under this endorsement may not be extended by a Reporting Endorsement (“tail” coverage).

11. For purposes of this endorsement Section [V.LIMITS OF LIABLITY, E. is deleted and the following is
substituted:
If this endorsement and any other policy providing coverage to the same insured by the Corporation or any
of its subsidiaries apply to the same premises injury or damage to which this endorsement applies, the
maximum limit of liability under all policies and this endorsement shall not exceed the highest applicable
limit of liability under any one policy or endorsement.

12, For purposes of this endorsement Section VI, ADDITIONAL TERMS AND CONDITIONS E. is deleted
and the following is substituted:
Except as provided by Section [V.LIMITS OF LIABLITY, E. as modified by this endorsement and to the
extent that any demand or lawsuit against the insured to which this endorsement applies is covered by any
other policy of insurance, this insurance will be secondary to and in excess of any other insurance covering
such insured or any other indemnity protection afforded such insured by the hospital, medical school or
professional society or association through its self-insurance program, self-insured retention, or its
insurance.

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POLICY ENDORSEMENT
MEDEFENSE
NOTICE TO POLICYHOLDER

Coverage hereunder shall expire sixty (60) days after the expiration date of the policy to which this
endorsement is attached or sixty (60) days after its earlier cancellation date or non-renewal date. This
coverage may not be extended by a Reporting Endorsement (“tail” coverage).

As a condition precedent to payment of any benefit hereunder, the insured event must be instituted while the
policy is in effect and the insured must notify the Corporation within sixty (60) days from the date the insured
event is instituted. .

Nothing in this endorsement shall be held to amend, vary, extend or waive any of the terms, conditions,
exclusions, representations, warranties and/or agreements in tis policy, any other endorsement or any
applicable Declarations Page, except as expressly stated in this endorsement.

L COVERAGE AGREEMENT

In consideration of the premium charged, it is understood and agreed, subject to all terms, conditions,
definitions, exclusions, and other provisions of this endorsement, the Corporation will reimburse or pay on
behalf of the insured for any reasonable legal or tax expense and any fines and/or penalties incurred by such
insured arising out of an insured event instituted against the insured during the policy period. The maximum
legal expense, tax expense and fines and/or penalties payable hereunder is as shown below in item II. A
deductible, applicable, shall apply as shown below in item IH.

IL. PAYMENT METHOD

The Corporation will reimburse the insured for covered legal expense, tax expense and fines and/or penalties
subject to coinsurance and deductible unless the insured selects an attorney from a panel provided by the
Corporation. In that event the Corporation will pay up to the maximum legal or tax expense directly to the
attorney or tax practitioner and the deductible will be waived. Fines and/or penalties are only eligible for
reimbursement.

TH. MAXIMUMS; DEDUCTIBLE

Maximum Legal Expense and $50,000 per insured event up to a maximum of $100,000 per policy period
Fines and/or Penalties

Maximum Tax Expense $5,000 per insured event per policy period to be included within the
maximum legal expense and fines and/or penalties

Deductible $1,000 per insured event, but the Deductible will be waived if the Named
Insured selects an attorney from a panel provided by the Corporation

IV, CONDITIONS

1) Appeals shall be considered to be part of the original disciplinary proceeding and all related disciplinary
proceedings or tax audits and all consolidated proceedings and all proceedings arising out of the same
event shall be considered as one disciplinary proceeding or tax audit.
2) As a condition precedent to payment of any benefit hereunder, the insured shall notify the Corporation
within sixty (60) days from the date of a disciplinary proceeding or tax audit being instituted.

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3) Coverage hereunder for any /egal expense, fines and/or penalties or tax expense incurred during the policy
period is subject to the condition that on the initial effective date of the endorsement, the insured has not
previously received written notice that a disciplinary proceeding or tax audit has been instituted.
4) To be eligible for payment, the reasonable legal or tax expenses must be itemized on an hourly basis
showing the service performed, the time incurred, and the hourly rate charged.
5) Fines and/or penalties are covered only if (a) assessed in a final adjudication by an administrative tribunal
or court or (b) the fines and/or penalties are set forth in an agreed judgment or settlement agreement for
which the Corporation has given prior written consent.

IH. DEFINITIONS

attorney(s) means an individual or group duly licensed to practice law at the time and place the legal services
are rendered.

disciplinary proceeding(s) means and is limited to the following:

(1) any professional review action against the insured by a professional review body of a hospital, health
maintenance organization, preferred provider organization, or managed care organization, which action
is taken for the purpose of adversely affecting previously conferred clinical privileges or membership;
(2) proceedings instituted by a state medical licensing authority against the insured for unprofessional
conduct;
(3) proceedings instituted against the insured by a professional review organization pursuant to part 1004
and 1005 of Title 42, Chapter V, Code of Federal Regulations for the purpose of imposing sanctions;
(4) proceedings instituted against the insured by a state department of insurance, state workers’
compensation commission, state department of health and human services, the United States
Department of Health and Human Services, including the Centers for Medicare and Medicaid Services,
or a qui tam plaintiff alleging the insured has performed medical services in violation of guidelines for
appropriate utilization of services;
(5) except as excluded by paragraph VI(3) of this endorsement, proceedings by a state or federal
governmental agency, including private contractors authorized to review the insured’s billings to
Medicare/Medicaid, against the insured involving allegations of non-compliance with Medicare and/or
Medicaid regulations or procedures;
(6) proceedings against the insured alleging violations of the Emergency Medical Treatment and Active
Labor Act (EMTALA);
(7) proceedings against the insured alleging violations of the Health Insurance Portability Accountability
Act (HIPAA);
(8) proceedings against the insured alleging violations of sections 1877 and 1903(s) of the Social Security
Act (Stark Law)

fines and/or penalties means civil fines and civil administrative penalties assessed against the insured in a
disciplinary proceeding.

instituted, when referring to the commencement of any disciplinary proceeding, means the time written notice
of a disciplinary proceeding is served upon the insured. Instituted also means written notice of an investigation
that could result in a disciplinary proceeding. Instituted, when referring to a fax audit, means the time formal
written notice of the fax audit is served upon the insured.

insured event means a disciplinary proceeding or federal tax audit instituted against the insured.

legal expense(s) means an attorney's fees for legal services rendered. No judgments or expenses other than for
legal expenses by the insured's attorney(s) shall be covered.

maximum tax expense means the total dollar amount of covered tax expense that will be paid for a policy period
in respect of all federal tax examinations instituted during such policy period.

maximum legal expense and fines and/or penalties means the total dollar amount of covered legal expense and
fines and/or penalties, including tax expense that will be paid for a policy period in respect of all disciplinary
proceedings and tax audits instituted during the policy period. .

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tax audit(s) for purposes herein is defined as an examination instituted by the Internal Revenue Service during
the policy period of any federal income tax return of the insured.

tax expenses means a tax practitioner's fees for services rendered in connection with a tax audit. Taxes or
penalties assessed after a tax audit are not covered.

tax practitioner means an individual accountant or attorney or enrolled agent or group thereof duly qualified to
represent taxpayers before the Internal Revenue Service,

IV. EXCLUSIONS

No benefits shall be payable hereunder for /egal expenses, fines and/or penalties or tax expenses:

1) incurred in disputes with respect to this insurance including questions as to whether legal expenses,
fines and/or penalties or tax expenses are payable under this endorsement;
2) ifthe legal expenses, fines and/or penalties or tax expenses arise out of any matter that the insured has
’ conspired with another to institute or have instituted; ,
3) arising out of any criminal prosecution. Criminal prosecution means any government action for
enforcement of criminal laws;
4) arising out of any disciplinary proceeding or tax audit for which the insured has received written
notice that a disciplinary procéeding or tax audit has been instituted prior to the initial effective date of
this endorsement;
5) arising out of any matter other than an insured event; :
6) arising out of any application for initial placement on any medical staff or participation in a health
maintenance organization, preferred provider organization or similar health care entity, including
application for status as a designated provider of benefits for any state or federal health benefit
program;
7) arising out of disputes over timely completion of medical records.

VY. LEGAL AND TAX EXPENSES

The Corporation will reimburse or pay on behalf of the insured only legal expense or fax expense Incurred in
respect of legal or tax services actually rendered and expenses actually incurred.

VI. RECOVERY AND SUBROGATION

The Corporation shall be entitled to recover from the insured any and all benefits paid by the Corporation under
this insurance which the insured has otherwise received from any other party with respect to the covered action.
If the Corporation becomes liable for any payment under this insurance with respect to legal expenses, fines
and/or penalties or tax expenses, the Corporation shall be subrogated, to the extent of such payment, to all the
rights and remedies of the insured against any party with respect to such legal expenses, fines and/or penalties
or fax expenses and shall be entitled at its own expense to sue in the name of such insured. The insured shall
give the Corporation all such assistance in their power as the Corporation may require to secure its rights and
remedies and at the Corporation's request, shall execute all documents necessary to enable the Corporation to
effectively bring suit in the name of the insured.

VII. FREE CHOICE OF ATTORNEYS

The Insured shall have complete freedom of choice with respect to the selection of the licensed attorney or tax
practitioner who provides legal or tax services with respect to which legal expenses or tax expenses are payable
under this agreement. There shall be no infringement upon the professional judgment of any attorney or tax
practitioner furnishing legal or audit services payable under this agreement. No attorney or tax practitioner
providing legal or tax services with respect to legal expenses or tax expenses payable under this agreement shall
be required to act in derogation of the attorney's or tax practitioner's professional responsibilities.

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POLICY ENDORSEMENT
Autopsy Services

In consideration of the premium charged for this policy, it is hereby understood and agreed, subject to all terms,
conditions and exclusions of this policy:

Notwithstanding any provision of this policy, a lawsuit, notice letter or written demand served upon or received by
any insured arising out of the performance or failure to perform autopsy services or any other professional service
rendered postmortem will be considered as alleging an injury arising out of professional services rendered to a
patient for a medical condition.

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POLICY ENDORSEMENT
Nuclear Energy Liability Exclusion Broad Form Applicable to All Coverages

In consideration of the premium charged for all policies to which this endorsement applies, it is hereby understood
and agreed, subject to all terms, conditions and exclusions of such policies:

1. This endorsement applies to and forms a part of all policies and endorsements issued by the Corporation to
the insured at any time, including the policy to which this endorsement is attached and any applicable
endorsement (all referred to in this endorsement as this policy).
2. This policy does not apply:

a. Under any liability coverage, to any injury, bodily injury, personal injury or property damage;

(1) With respect to which the insured under this policy is also an insured under a nuclear energy
liability policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy
Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any
such policy but for its termination upon exhaustion of its limits of liability; or,
(2) Arising out of the hazardous properties of nuclear material and with respect to which: (a) any
person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of
1954, or any law amendatory thereof; or (b) the insured is, or had this policy not been issued would be,
entitled to indemnity from the United States of America, or any agency thereof, under any agreement
entered into by the United States of America, or any agency thereof, with any person or organization.
b. Under any supplementary payments provision relating to first aid, to expenses incurred with respect to
bodily injury arising out of the hazardous properties of nuclear material and arising out of the operation
of a nuclear facility by any person or organization.
c. Under any liability coverage, to bodily injury or property damage arising out of the hazardous
properties of nuclear material, if;

(1) The nuclear material: (a) is at any nuclear facility owned by, or operated by or on behalf of the
insured; or (b) has been discharged or dispersed therefrom;
(2) The nuclear material is contained in spent fuel or waste at any time possessed, handled, used,
processed, stored, transported or disposed of by or on behalf of the insured; or,

(3) The bodily injury or property damage arises out of the furnishing by the insured of services,
materials, parts or equipment in connection with the planning, construction, maintenance, operation or
use of any nuclear facility; but if such facility is located within the United States of America, its
territories or possessions or Canada, this exclusion (3) applies only to property damage to such nuclear
facility and any property thereat.
3. As used in this endorsement:

a. “hazardous properties” include radioactive, toxic or explosive properties.

b. “nuclear facility” means:
(1) Any nuclear reactor;

(2) Any equipment or device designed-or used for: (a) separating the isotopes of uranium or plutonium;
(b) processing or utilizing spent fuel; or (c) handling, processing or packaging waste;

(3) Any equipment or device used for the processing, fabricating or alloying of special nuclear material
if at any time the total amount of such material in the custody of the insured at the premises where such

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equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233
or any combination thereof, or more than 250 grams of uranium 235; or,

(4) Any structure, basin, excavation, premises, or place prepared or used for the storage or disposal of
waste, and includes the site on which any of the foregoing is located, all operations conducted on such
site and all premises used for such operations.

. “nuclear material” means source material, special nuclear material or by-product material.
. “nuclear reactor” means any apparatus designed or used to sustain nuclear fission in a self-supporting
chain reaction or to contain a critical mass of fissionable material.

“property damage” inclades all forms of radioactive contamination of property.

“source material”, “special nuclear material’, and “by-product material” have the meanings given
them in the Atomic Energy Act of 1954 or in any law amendatory thereof.
'g. “spent fuel” means any fuel element or fuel component, solid or liquid, which has been used or exposed
to radiation in a nuclear reactor.

. “waste” means any waste material: (1) containing by-product material; and (2) resulting from the
operation by any person or organization of any nuclear facility.

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