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EXHIBIT 1
POLICYHOLDER
DISCLOSURE NOTICE OF
TERRORISM INSURANCE COVERAGE
(for policies with no terrorism exclusion or sublimit)
Insuring Company: Federal Insurance Company
You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), this
policy makes available to you insurance for losses arising out of certain acts of terrorism.
Terrorism is defined as any act certified by the Secretary of the Treasury of the United
States, to be an act of terrorism; to be a violent act or an act that is dangerous to human
life, property or infrastructure; to have resulted in damage within the United States,
or outside the United States in the case of an air carrier or vessel or the premises of a
United States Mission; and to have been committed by an individual or individuals as part
of an effort to coerce the civilian population of the United States or to influence the policy
or affect the conduct of the United States Government by coercion.
You should know that the insurance provided by your policy for losses caused by acts of
terrorism is partially reimbursed by the United States under the formula set forth in the
Act. Under this formula, the United States pays 85% of covered terrorism losses that
exceed the statutorily established deductible to be paid by the insurance company
providing the coverage. Beginning in 2016, the Federal share will be reduced by 1% per
year until it reaches 80%, where it will remain.
However, if aggregate insured losses attributable to terrorist acts certified under the Act
exceed $100 billion in a calendar year, the Treasury shall not make any payment for
any portion of the amount of such losses that exceeds $100 billion.
10-02- 1281 (Ed. 03/2015)
If aggregate insured losses attributable to terrorist acts certified under the Act exceed
$100 billion in a calendar year and we have met our insurer deductible under the Act,
we shall not be liable for the payment of any portion of the amount of such losses that
exceeds $100 billion, and in such case insured losses up to that amount are subject to
pro rata allocation in accordance with procedures established by the Secretary of the
Treasury.
The portion of your policy’s annual premium that is attributable to insurance for such acts
of terrorism is: $
If you have any questions about this notice, please contact your agent or broker.
10-02- 1281 (Ed. 03/2015)
IMPORTANT NOTICE TO POLICYHOLDERS
Insuring Company: Federal Insurance Company
All of the members of the Chubb Group of Insurance companies doing business in the United States
(hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents (“producers”). Detailed
information regarding the types of compensation paid by Chubb to producers on US insurance transactions is
available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1-
866-588-9478. Additional information may be available from your producer.
Thank you for choosing Chubb.
10-02-1295 (ed. 6/2007)
Notice of Loss Control Services
As a Chubb policyholder, there is valuable loss prevention information available to you. Below
is a description of these services.
Regulatory Compliance Mock Examination Services
• Regulatory Compliance Mock Examination Services
Chubb has established relationships with a network of compliance consultants who are
available to provide regulatory compliance mock examinations for their customers. Where
permitted by law, Chubb will reimburse customers for 50% of the cost of such regulatory
compliance mock examination services, up to 10% of the customer’s annual insurance
premium (reimbursement not to exceed $25,000) for the Venture Capital Asset Protection
Policy (VCAP) or the Asset Management Protector Policy (AMP), whichever is applicable.
To access the network of consultants and learn more about the regulatory compliance mock
examination services available, go to Chubb’s VCAP/AMP Consultant Services web site at:
http://www.chubb.com/mockexam
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The services provided are advisory in nature. This program is offered solely as a resource. You should
consult competent legal counsel to design and implement your own compliance program. No liability is
assumed by reason of the services, access or information provided. All services are subject to change
without notice.
14-02-21779 (04/2015)
Notice of Loss Control Services
Insuring Company: Federal Insurance Company
As a Chubb policyholder, you have loss prevention information and/or services available to you, as
listed in this Notice. You may order any brochure by email to formsordering@chubb.com and to view
our full suite of loss prevention brochures/services go to www.chubb.com/us/fl-lossprevention
Directors and Officers (D&O) Liability Loss Prevention Services
• Directors and Officers Liability Loss Prevention Manuals:
Directors and Officers Liability Loss Preventions – #14-01-0035
Directors and Officers Securities Litigation Loss Preventions – #14-01-0448
Director Liability Loss Prevention in Mergers and Acquisitions – #14-01-1099
Directors and Officers Liability Loss Prevention for Not-for-Profit- -#14-01-0036
Cyber Loss Mitigation for Directors -#14-01-1199
Employment Practices Liability (EPL) Loss Prevention Services
• Toll-free Hot Line
Have a question on how to handle an employment situation? Simply call 1.888.249.8425 to access
the nationally known employment law firm of Jackson Lewis P.C. We offer customers an unlimited
number of calls to the hot line at no additional charge.
• ChubbWorks.com
ChubbWorks.com is a web-based platform that offers multiple services including overviews of
employment laws, sample employment policies and procedures, and on-line training. To gain
immediate access to ChubbWorks go to www.chubbworks.com and register using your policy
number.
• Employment Practices Loss Prevention Guidelines Manual
Employment Practices Loss Prevention Guidelines - #14-01-0061
• Loss Prevention Consultant Services
Chubb has developed a network of more than 120 law firms, human resources consulting firms, and
labor economist/statistical firms that offer specialized services for employment issues.
• Public Company EPL Customers
Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for
Chubb this manual provides an overview of key employment issues faced by for-profit companies
and offers proactive idea for avoiding employment lawsuits.
• Private Company EPL Customers
Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for
Chubb this manual provides an overview of key employment issues for –profit companies and offers
proactive idea for avoiding employment lawsuits.
14-02-23030 (05/2018) Page 1 of 2
Fiduciary Liability Loss Prevention Services
• Fiduciary Liability Loss Prevention Manual
Who May Sue You and Why: How to Reduce Your ERISA Risks and the Role of Fiduciary
Liability Insurance #14-01-1019
Crime Loss Prevention Services
• Crime/Kidnap, Ransom & Extortion Loss Prevention Manual
Preventing Fraud: How Anonymous Hotlines Can Help #14-01-1090
Cyber Security Loss Prevention Services
Visit: https://www2.chubb.com/us-en/business-insurance/cyber-security.aspx to learn more
about Chubb’s Cyber Services for our policyholders.
Health Care Directors and Officers (D&O) Liability Loss Prevention Services
• Readings in Health Care Governance Manual
Readings in Health Care Governance -#14-01-0788
• ChubbWorks.com
ChubbWorks.com for Health Care Organizations – The Health Care Zone is a free online
resource containing health care specific loss prevention information for employment practices
liability, directors and officers (D&O) liability, and fiduciary liability exposures. To gain
immediate access to ChubbWorks go to www.chubbworks.com and register using your policy
number.
• Health Care D&O Loss Prevention Consultant Services
Health Care D& O Loss Prevention Consultant Services- #14-01-1164
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The services provided are advisory in nature. While this program is offered as a resource in
developing or maintaining a loss prevention program, you should consult competent legal counsel
to design and implement your own program. No liability is assumed by reason of the services,
access or information provided. All services are subject to change without notice.
14-02-23030 (05/2018) Page 2 of 2
Chubb Group of Insurance Companies VENTURE CAPITAL ASSET
202B Hall's Mill Road
Whitehouse Station, NJ 08889 PROTECTION POLICY
DECLARATIONS Policy Number: 8211-0746
FEDERAL INSURANCE COMPANY
A stock insurance company, incorporated under the laws
of Indiana, herein called the Company
Capital Center, 251 North llinois, Suite 1100
Indianapolis, IN 46204-1927
THIS POLICY PROVIDES CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO "CLAIMS" FIRST
MADE DURING THE "POLICY PERIOD," OR ANY APPLICABLE EXTENDED REPORTING PERIOD.
THE LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE
EXHAUSTED BY "DEFENSE COSTS," AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE
DEDUCTIBLE AMOUNT. IN NO EVENT WILL THE COMPANY BE LIABLE FOR "DEFENSE COSTS"
OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT
OF LIABILITY. READ THE ENTIRE POLICY CAREFULLY.
Item 1. Parent Organization: INSTITUTIONAL VENTURE MANAGEMENT XIV LLC
Principal Address: 3000 SAND HILL ROAD
SUITE #250
MENLO PARK, CA 94025
Item 2. Private Fund:
Institutional Venture Partners XII, L.P.
Institutional Venture Partners XIII, L.P.
Institutional Venture Partners XIV, L.P.
Institutional Venture Partners XV, L.P.
Institutional Venture Partners XVI, L.P.
IVP LuxCo SARL
IVP LuxCo 2014 SARL
Institutional Venture Partners XV, L.P, Executive Fund, L.P
Institutional Venture Partners XVI, L.P, Executive Fund, L.P
Institutional Venture Management XII LLC
Institutional Venture Management XIII LLC
Institutional Venture Management XIV LLC
Institutional Venture Management XIV LLC OP A/C
Institutional Venture Management XV LLC
Institutional Venture Management XVI LLC
Item 3. Limits of Liability (inclusive of Defense Costs):
(A) Each Loss Limit of Liability $ 5,000,000.00
(B) Aggregate Limit of Liability Each Policy Period $ 5,000,000.00
Item 4. Deductible Amount for each Loss:
Insuring Clause 1 $ 0.00 Management Liability, all Insured Persons
Insuring Clause 2 $ 250,000.00 Management Indemnification
Insuring Clause 3 $ 250,000.00 Professional Liability
Insuring Clause 4 $ 0.00 Outside Directorship Liability
17-02-4698 (11/2003 ed.) Page 1 of 2
VENTURE CAPITAL ASSET
PROTECTION POLICY
THE LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE
EXHAUSTED BY "DEFENSE COSTS," AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE
DEDUCTIBLE AMOUNT. IN NO EVENT WILL THE COMPANY BE LIABLE FOR "DEFENSE COSTS" OR THE
AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY.
In consideration of payment of the premium and subject to the Declarations, limitations, conditions,
provisions and other terms of this Policy, the Company and the Insured agree as follows:
Insuring Clause 1
Management Liability Coverage
1. The Company shall pay, on behalf of each Insured Person, Loss for which the Insured Person
is not indemnified by the Organization and which the Insured Person becomes legally obligated
to pay on account of any Claim first made against such Insured Person, individually or otherwise,
during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful
Act, but only if such Claim is reported to the Company in writing in the manner and within the time
provided in Section 16 of this Policy.
Insuring Clause 2
Management Indemnification Coverage
2. The Company shall pay, on behalf of the Organization, Loss for which the Organization grants
indemnification to each Insured Person, as permitted or required by law, which the Insured
Person becomes legally obligated to pay on account of any Claim first made against such
Insured Person, individually or otherwise, during the Policy Period or, if exercised, during the
Extended Reporting Period, for a Wrongful Act, but only if such Claim is reported to the
Company in writing in the manner and within the time provided in Section 16 of this Policy.
Insuring Clause 3
Professional Liability Coverage
3. The Company shall pay, on behalf of any Insured, Loss arising solely from Private Equity
Venture Investing for which the Insured becomes legally obligated to pay on account of any
Claim first made against such Insured during the Policy Period or, if exercised, during the
Extended Reporting Period, for a Wrongful Act, but only if such Claim is reported to the
Company in writing in the manner and within the time provided in Section 16 of this Policy.
Insuring Clause 4
Outside Directorship Liability Coverage
4. The Company shall pay, on behalf of an Insured Person, Loss for which the Insured Person
becomes legally obligated to pay on account of any Claim first made against such Insured
Person, individually or otherwise, during the Policy Period or, if exercised, during the Extended
Reporting Period, for a Wrongful Act resulting from his or her Outside Capacity, but only if such
Claim is reported to the Company in writing in the manner and within the time provided in Section
16 of this Policy.
Outside Directorship Liability Run-off Extension
5. If an Insured Person ceases serving in an Outside Capacity, coverage provided under Insuring
Clause 4 of this Policy shall continue until the termination of this Policy, but only with respect to
Wrongful Acts occurring prior to the time the Insured Person ceased serving in such Outside
Capacity.
17-02-4702 (3/2005 ed.) Page 1 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
Spouses, Estates and Legal Representatives
6. Subject to the limitations, conditions, provisions and other terms of this Policy, coverage shall
extend to Claims for the Wrongful Acts of an Insured Person made against:
a. the estates, heirs, legal representatives or assigns of such Insured Person who is deceased
or against the legal representatives or assigns of an Insured Person who is incompetent,
insolvent or bankrupt, and
b. the lawful spouse or Domestic Partner of such Insured Person solely by reason of such
spouse or Domestic Partner's status as a spouse or Domestic Partner, or such spouse or
Domestic Partner's ownership interest in property which the claimant seeks as recovery for
an alleged Wrongful Act of such Insured Person.
All terms and conditions of this Policy, including without limitation the Deductible Amount,
applicable to Loss incurred by the Insured Person, shall also apply to loss incurred by the
estates, heirs, legal representatives, assigns, spouses and Domestic Partners of such Insured
Person. The coverage provided under this Section 6 shall not apply with respect to any loss
arising from an act or omission by an Insured Person's estate, heirs, legal representatives,
assigns, spouse or Domestic Partner.
Extended Reporting Period
7. If the Company or the Parent Organization terminates or does not renew this Policy, other than
termination by the Company for non-payment of premium, then the Parent Organization and the
Insured Persons shall have the right, upon payment of the additional premium set forth in Item
5(A) of the Declarations, to an extension of the coverage granted by this Policy for Claims first
made during the period set forth in Item 5(B) of the Declarations (the "Extended Reporting
Period") following the effective date of termination or non-renewal, but only to the extent such
Claims are for Wrongful Acts occurring before the effective date of termination or non-renewal.
The offer of renewal terms and conditions or premiums different from those in effect prior to
renewal shall not constitute refusal to renew. The right to purchase an extension of coverage as
described under this Section 7 shall lapse unless written notice of election to purchase the
extension, together with payment of the additional premium due, is received by the Company
within thirty (30) days after the effective date of termination or non-renewal. Any Claim made
during the Extended Reporting Period shall be deemed to have been made during the immediately
preceding Policy Period. The entire additional premium for the Extended Reporting Period shall
be deemed fully earned at the inception of such Extended Reporting Period.
Exclusions Applicable to All Insuring Clauses
8. The Company shall not be liable for Loss on account of any Claim made against any Insured:
a. based upon, arising from, or in consequence of any circumstance if written notice of such
circumstance has been given, under any policy of which this Policy is a renewal or
replacement, and if such prior policy affords coverage (or would afford such coverage except
for the exhaustion of its limits of liability) for such Loss, in whole or in part, as a result of such
notice;
17-02-4702 (3/2005 ed.) Page 2 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
b. based upon, arising from, or in consequence of any demand, suit or other proceeding
pending against, or order, decree or judgment entered for or against any Insured on or prior
to the Pending or Prior Date set forth in Item 6 of the Declarations, or the same or
substantially the same fact, circumstance or situation underlying or alleged therein;
c. brought or maintained by or on behalf of any Insured in any capacity except:
i. a Claim that is a derivative action brought or maintained on behalf of an Organization by
one or more persons who are not Insured Persons and who bring and maintain the
Claim without the solicitation, assistance or participation of any Insured Person;
ii. a Claim brought or maintained by a director, officer, general partner or managing member
of an Organization for the actual or alleged wrongful employment termination of a
director, officer, general partner or managing member of such Organization;
iii. a Claim brought or maintained by an Insured Person for contribution or indemnity, if the
Claim directly results from another Claim covered under this Policy; or
iv. a Claim brought or maintained by all natural persons who were, now are, or shall be duly
appointed to an Advisory Board, while acting in their capacity as a member or limited
partner of a Private Fund.
d. for an actual or alleged violation of the responsibilities, obligations or duties imposed by the
Employee Retirement Income Security Act of 1974, as amended, or similar provisions of any
federal, state or local statutory law or common law anywhere in the world, as respects any
pension, profit sharing, health and welfare or other employee benefit plan or trust established
or maintained for the purpose of providing benefits to employees of an Organization;
e. for bodily injury, mental anguish or emotional distress, sickness, disease or death of any
person or damage to or destruction of any tangible property including loss of use thereof.
However, this Exclusion shall not apply to any Claim for mental anguish or emotional distress
brought by an employee of an Outside Entity against an Insured Person in an Outside
Capacity;
f. for defamation, wrongful entry, eviction, false arrest, false imprisonment, malicious
prosecution, assault or battery;
g. based upon, arising from, or in consequence of:
i. any actual, alleged, or threatened exposure to, or generation, storage, transportation,
discharge, emission, release, seepage, migration, dispersal, escape, treatment, removal
or disposal of any Pollutants; or
ii. any regulation, order, direction or request to test for, monitor, clean up, remove, contain,
treat, detoxify or neutralize Pollutants; or
(a) any action taken in contemplation or anticipation of any such regulation, order,
direction or request; or
(b) any voluntary decision to do so,
17-02-4702 (3/2005 ed.) Page 3 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
including but not limited to any Claim for financial loss to the Organization, its security
holders or its creditors based upon, arising from or in consequence of any matter described in
i. or ii. above;
h. based upon, arising from, or in consequence of:
i. the committing in fact of any deliberately fraudulent act or omission or any willful violation
of any statute or regulation by such Insured, or
ii. such Insured having gained in fact any profit, remuneration or advantage to which such
Insured was not legally entitled,
as evidenced by:
(a) any written statement or written document by any Insured, or
(b) any judgement or ruling in any judicial, administrative or alternative dispute resolution
proceeding;
i. based upon, arising from, or in consequence of any Claim against a limited partner or
member, acting in the capacity as a general partner or managing member of a Private Fund.
However, this Exclusion shall not apply to an Insured Person otherwise covered under this
Policy;
j. based upon, arising from, or in consequence of the liability of a party, other than an Insured,
assumed by such Insured pursuant to a contract, except liability for Loss that the Insured
would have had in the absence of such contract;
k. based upon, arising from or in consequence of any intentional breach of contract, if a
judgment or other final adjudication adverse to such Insured establishes any intentional
breach of contract;
l. for an accounting of profits made from the purchase or sale by such Insured of securities of
the Organization within the meaning of Section 16 (b) of the Securities Exchange Act of
1934, as amended, or similar provisions of any federal, state or local statutory law or common
law; or
m. made against an organization that is a Subsidiary or against an Insured Person of such
Subsidiary for any error, misstatement, misleading statement, act, omission, neglect, or
breach of duty committed, attempted, or allegedly committed or attempted at any time when
the organization was not a Subsidiary.
Exclusions Applicable to Insuring Clause 4 Only
9. The Company shall not be liable for Loss on account of any Claim made against any Insured
Person in his or her Outside Capacity:
a. based upon, arising from, or in consequence of any Wrongful Act which occurred prior to the
date set forth in Item 6, Pending or Prior Date, of the Declarations, or any Wrongful Act
occurring subsequent to that date which, together with a Wrongful Act occurring prior to such
date, constitute Interrelated Wrongful Acts;
17-02-4702 (3/2005 ed.) Page 4 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
b. based upon, arising from, or in consequence of any Wrongful Act occurring after the date
such Insured Person ceases to be a director, officer, general partner, managing general
partner, managing member, member of a Board of Managers, governor, Advisory Board
member or equivalent executive position of an Organization;
c. for any Claim brought or maintained by or on behalf of any Outside Entity or affiliate of the
Outside Entity, or one or more directors, officers, trustees, governors, board observers or
equivalent executives of any Outside Entity, except:
i. a Claim that is brought or maintained by or on behalf of a Portfolio Company, or its
directors, officers, trustees, governors, board observers or equivalent executives, without
the solicitation, aid, assistance, or participation of any Insured;
ii. a Claim that is a derivative action brought or maintained on behalf of an Outside Entity
by one or more persons who are not:
(a) Insured Persons; or
(b) directors, officers, trustees, governors, board observers or equivalent executives of
the Outside Entity,
and who bring and maintain such Claim without the solicitation, assistance or participation
of any such person; or
iii. a Claim brought or maintained by:
(a) an Insured Person; or
(b) a director, officer, trustee, governor, board observer or equivalent executive of the
Outside Entity,
for contribution or indemnification, if such Claim results from another Claim covered
under this Policy; or
d. based upon, arising from, or in consequence of:
i. any litigation, arbitration, Claim, demand, cause of action, equitable, legal or quasi-legal
proceeding, decree or judgment (collectively referred to as litigation) against the Outside
Entity occurring prior to, or pending as of the date the Insured Person first serves in his
or her Outside Capacity, of which the Outside Entity or the director, officer, trustee,
governor, board observer or equivalent executive of the Outside Entity received notice or
otherwise had knowledge as of such date;
ii. any subsequent litigation arising from, or based on the same or substantially the same
matters alleged in the prior or pending litigation in i. above; or
iii. any Wrongful Act of the Outside Entity, or the director, officer, trustee, governor, board
observer, or equivalent executive of the Outside Entity, which gave rise to such prior or
pending litigation included in i. above.
17-02-4702 (3/2005 ed.) Page 5 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
Severability of Exclusions
10. With respect to the Exclusions herein, in order to determine if coverage is available:
a. no fact pertaining to or knowledge possessed by any Insured Person shall be imputed to any
other Insured Person for the purpose of applying Exclusion 8.h. and 8.l.
b. only facts pertaining to or knowledge possessed by any past, present or future chief financial
officer, in-house general counsel, president, chief executive officer, chairperson, general
partner or managing member of any Organization shall be imputed to any Organization.
Limit of Liability Deductible
11. The Company's maximum liability for all Loss on account of each Claim covered under one or
more of the Insuring Clauses shall be the Limit of Liability set forth in Item 3(A) of the Declarations.
The Company's maximum aggregate liability for all Loss on account of all Claims first made
during the Policy Period, whether covered under one or more Insuring Clauses, shall be the
Aggregate Limit of Liability for each Policy Period set forth in Item 3(B) of the Declarations.
Defense Costs are part of, and not in addition to, the Limits of Liability set forth in Item 3 of the
Declarations, and the payment by the Company of Defense Costs shall reduce and may exhaust
such Limits of Liability.
The Company's liability under the Insuring Clauses shall apply only to that part of each covered
Loss which is excess of the applicable Deductible Amount set forth in Item 4 of the Declarations.
Such Deductible Amount shall be borne by the Insureds uninsured and at their own risk.
If different parts of a single Claim are subject to different Deductible Amounts, then the applicable
Deductible Amount shall be applied separately to each part of such Claim, but the sum of such
Deductible Amounts shall not exceed the largest applicable Deductible Amount.
All Related Claims shall be treated as a single Claim first made on the date the earliest of such
Related Claims was first made, or on the date the earliest of such Related Claims is treated as
having been made in accordance with Section 16 of this Policy, regardless of whether such date is
before or during the Policy Period.
The Limit of Liability available during the Extended Reporting Period (if exercised) shall be the
remaining portion, if any, of the Company's maximum aggregate liability for all Loss on account of
all Claims made during the immediately preceding Policy Period.
Non-Accumulation of Limits
12. If any Loss arising from any Claim made against any Insured, in the Insured’s capacity as a
director, officer, trustee, board observer or equivalent executive of a Portfolio Company, is
insured under any other valid policy(ies) issued by a parent, subsidiary or affiliate of the Company,
then payment under such policy(ies) on account of a Claim also covered under this Policy shall
reduce, by the amount of the payment, the Company’s Limit of Liability under this Policy with
respect to such Claim.
17-02-4702 (3/2005 ed.) Page 6 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
Presumptive Indemnification
13. If the Organization:
a. fails or refuses, other than for reason of Financial Impairment, to indemnify the Insured
Person for Loss; and
b. is permitted or required to indemnify the Insured Person for such Loss pursuant to the fullest
extent permitted by law,
then, notwithstanding any other conditions, provisions or terms of this Policy to the contrary, any
payment by the Company of such Loss shall be subject to:
i. the applicable Insuring Clause Deductible Amount set forth in Item 4 of the Declarations; and
ii. all of the Exclusions in this Policy.
Defense and Settlement
14. It shall be the duty of the Insured and not the duty of the Company to defend any Claim made
against the Insured.
The Company may make any investigation it deems necessary and may, with the written consent
of the Parent Organization, on behalf of the Insured, make any settlement of a Claim it deems
expedient.
The Insured agrees not to settle or offer to settle any Claim, incur any Defense Costs or
otherwise assume any contractual obligation or admit any liability with respect to any Claim
without the Company's prior written consent. The Company shall in no event be liable for any
element of Loss incurred, for any obligation assumed, or for any admission made, by any Insured
without the Company's prior written consent. Provided the Insured complies with the obligations
set forth in the next two paragraphs, the Company shall not unreasonably withhold any such
consent.
With respect to any Claim that appears reasonably likely to be covered in whole or in part under
this Policy, the Company shall have the right and shall be given the opportunity to effectively
associate with, and to be consulted in advance by, the Insured regarding the investigation,
defense and settlement of such Claim, including but not limited to selecting appropriate defense
counsel and negotiating any settlement.
The Insured agrees to provide the Company with all information, assistance and cooperation
which the Company reasonably requests and agrees that in the event of a Claim the Insured
shall do nothing that may prejudice the Company’s position or its potential or actual rights of
recovery.
The Company shall advance Defense Costs as provided under Section 15 of this Policy on a
current basis. Any advancement of Defense Costs shall be repaid to the Company by the
Insured, severally according to their respective interests, if and to the extent it is determined that
such Defense Costs are not insured under this Policy.
17-02-4702 (3/2005 ed.) Page 7 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
Allocation
15. If both Loss covered by this Policy and loss not covered by this Policy are incurred, either
because a Claim against the Insured includes both covered and uncovered matters or covered
and uncovered parties, then the Insured and the Company shall allocate such amount between
covered Loss and uncovered loss based upon the relative legal and financial exposures of the
parties to covered and non-covered matters and, in the event of a settlement in such Claim, also
based upon the relative benefits to the parties from such settlement. The Company shall not be
liable under this Policy for the portion of such amount allocated to non-covered loss.
If the Insured and the Company agree on an allocation of Defense Costs, the Company shall
advance on a current basis Defense Costs allocated to covered Loss. If the Insured and the
Company cannot agree on an allocation:
a. no presumption as to allocation shall exist in any arbitration, suit or other proceeding;
b. the Company shall advance on a current basis Defense Costs which the Company believes
to be covered under this Policy until a different allocation is negotiated, arbitrated or judicially
determined; and
c. the Company, if requested by the Insured, shall submit the dispute to binding arbitration. The
rules of the American Arbitration Association shall apply except with respect to the selection of
the arbitration panel, which shall consist of one arbitrator selected by the Insured, one
arbitrator selected by the Company, and a third independent arbitrator selected by the first two
arbitrators.
Any negotiated, arbitrated or judicially determined allocation of Defense Costs on account of a
Claim shall be applied retroactively to all Defense Costs on account of such Claim,
notwithstanding any prior advancement to the contrary. Any allocation or advancement of
Defense Costs on account of a Claim shall not apply to or create any presumption with respect to
the allocation of other Loss on account of such Claim.
As a condition of any payment of Defense Costs the Company may, at its sole option, require a
written undertaking on terms and conditions satisfactory to the Company guaranteeing the
repayment of any Defense Costs paid to or on behalf of any Insured if it is finally determined that
Loss incurred by such Insured would not be covered.
Reporting and Notice
16. The Insured shall, as a condition precedent to exercising any right to coverage under this Policy,
give to the Company written notice of any Claim as soon as practicable, but in no event more than
sixty (60) days after the earliest of the following dates:
a. the date on which any Organization's chief financial officer, in-house general counsel,
president, chief executive officer, chairperson, general partner or managing member first
becomes aware that the Claim has been made; or
b. if this Policy is not renewed by the Company, the termination date of the Policy Period or, if
exercised, the Extended Reporting Period.
17-02-4702 (3/2005 ed.) Page 8 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
If, during the Policy Period an Insured:
i. becomes aware of circumstances which could give rise to a Claim and gives written notice of
such circumstances to the Company; or
ii. receives a written request to toll or waive a statute of limitations applicable to Wrongful Acts
occurring before or during the Policy Period and gives written notice of such request and of
such alleged Wrongful Acts to the Company,
then any Claim subsequently arising from the circumstances referred to in i. above or from the
Wrongful Acts referred to in ii. above, shall be deemed to have been first made during the Policy
Period in which the written notice described in i. or ii. above was first given by an Insured to the
Company, provided any such subsequent Claim is reported to the Company as set forth under
this Section 16. With respect to any such subsequent Claim, no coverage under this Policy shall
apply to loss incurred prior to the date such subsequent Claim is actually made.
The Insured shall, as a condition precedent to exercising any right to coverage under this Policy,
give to the Company such information and cooperation as the Company may reasonably require,
and shall include in any notice under this Section 16 a description of the Claim, circumstances,
the nature of any alleged Wrongful Acts, the nature of the alleged or potential damage, the
names of all actual or potential claimants, the names of all actual or potential defendants, and the
manner in which such Insured first became aware of the Claim or circumstances.
Notice
17. Notice to the Company under this Policy shall be given in writing addressed to:
a. for notice of Claim or circumstances that could give rise to a Claim:
Claims Department, Attention D&O/E&O Claim Manager
Chubb Group of Insurance Companies
202B Hall’s Mill Road
Whitehouse Station, NJ 08889
b. for all other notices:
Department of Financial Institutions
Chubb Group of Insurance Companies
202B Hall’s Mill Road
Whitehouse Station, NJ 08889
Such notice shall be effective on the date of receipt by the Company at such address.
Other Insurance
18. With respect to coverage provided by Insuring Clause 1, 2 and 3, if any Loss under this Policy is
insured under any other valid and collectible insurance policy(ies), then this Policy shall cover
such Loss, subject to its limitations, conditions, provisions and other terms, only to the extent that
the amount of such Loss is in excess of the applicable retention (or deductible) and limit of liability
under such other insurance, whether such other insurance is stated to be primary, contributory,
excess, contingent or otherwise, unless such other
17-02-4702 (3/2005 ed.) Page 9 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
insurance is written only as specific excess insurance over the Limits of Liability provided in this
Policy. Any payment by Insureds of a retention or deductible under such other insurance shall
deplete, by the amount of such payment, the applicable Deductible Amount under this Policy.
With respect to coverage provided by Insuring Clause 4, this Policy shall be specifically excess of
any indemnity (other than the indemnity provided by the Organization) and insurance available to
such Insured Person by reason of serving in an Outside Capacity, including any indemnity or
insurance available from or provided by the Outside Entity.
Acquisition or Creation of Another Organization
19. If before or during the Policy Period the Organization:
a. acquires securities or voting rights in another organization or creates another organization,
which as a result of such acquisition or creation becomes a Subsidiary or Investment
Holding Company; or
b. acquires another organization by merger into or consolidation with an Organization,
then such other organization and its Insured Persons shall be Insureds under this Policy, but
only with respect to Wrongful Acts or Interrelated Wrongful Acts where all or part of such acts
occurred after such acquisition or creation unless the Company agrees, after presentation of a
complete application and all other appropriate information, to provide coverage by endorsement
for Wrongful Acts occurring before such acquisition or creation.
If the fair value of all cash, securities, assumed indebtedness and other consideration paid by the
Organization for any such acquired organization, new Subsidiary or new Investment Holding
Company exceeds fifteen percent (15%) of the total assets of the Parent Organization (as
reflected in the most recent audited consolidated financial statements of such organization and the
Parent Organization, respectively as of the date of such acquisition or creation), then the Parent
Organization shall give written notice of such acquisition or creation to the Company as soon as
practicable, but in no event later than sixty (60) days after the date of such acquisition or creation,
together with such information as the Company may require and shall pay any reasonable
additional premium required by the Company. If the Parent Organization fails to give such notice
within the time specified in the preceding sentence, or fails to pay the additional premium required
by the Company, then coverage for such acquired or created organization and its Insured
Persons shall terminate with respect to Claims first made more than sixty (60) days after such
acquisition or creation.
Acquisition of an Organization By Another Organization
20. If:
a. the Parent Organization or a Private Fund merges into or consolidates with another
organization;
b. another organization, person or group of organizations or persons acting in concert acquires
securities or voting rights which result in ownership or voting control by the other organization
or person of more than 50% of the outstanding securities representing the present right to vote
for election of directors or select general partners or managing members of the Parent
Organization or a Private Fund;
17-02-4702 (3/2005 ed.) Page 10 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
c. the Parent Organization completely ceases to actively engage in its primary business
(“cessation”); or
d. Financial Impairment occurs,
then coverage under this Policy shall continue until termination of this Policy but only with respect
to Claims where all or part of the Wrongful Acts or Interrelated Wrongful Acts occurred prior to
such merger, consolidation, acquisition, cessation or Financial Impairment. The Parent
Organization shall give written notice of such merger, consolidation, acquisition, cessation or
Financial Impairment to the Company as soon as practicable, together with such information as
the Company may require. The full annual Premium for the Policy Period shall be deemed fully
earned immediately upon the occurrence of any event outlined in a. through d. above.
Cessation of Subsidiaries
21. If an organization ceases to be a Subsidiary, then coverage with respect to such Subsidiary and
its Insured Persons shall continue until termination of this Policy, but only with respect to
Wrongful Acts occurring prior to the date such organization ceased to be a Subsidiary.
Creation of Another Private Fund
22. If during the Policy Period, an Organization sponsors or creates another private investment fund
engaged in substantially similar activities as any Private Fund scheduled in Item 2 of the
Declarations, then such newly sponsored or created private investment fund and its Insured
Persons shall be Insureds under this Policy for a period of sixty (60) days from the date of
sponsorship or creation, but only with respect to Wrongful Acts or Interrelated Wrongful Acts
where all or part of such acts occurred after such sponsorship or creation. The Parent
Organization shall give written notice of such sponsorship or creation to the Company as soon as
practicable, but in no event later than sixty (60) days after the date of such sponsorship or
creation, together with such information as the Company may require and shall pay any
reasonable additional premium required by the Company. If the Parent Organization fails to give
such notice within the time specified in the preceding sentence, or fails to pay the additional
premium required by the Company, then coverage for such sponsored or created private
investment fund and its Insured Persons shall terminate with respect to Claims first made more
than sixty (60) days after such acquisition or creation.
Representations and Severability
23. In issuing this Policy, the Company has relied upon the statements, representations and
information in the Application for this Policy. All of the Insureds acknowledge and agree that all
such statements, representations and information:
a. are true and accurate;
b. were made or provided in order to induce the Company to issue this Policy; and
c. are material to the Company's acceptance of the risk to which this Policy applies.
In the event that any of the statements, representations or information in the Application are not
true and accurate, this Policy shall be void with respect to:
17-02-4702 (3/2005 ed.) Page 11 of 18
VENTURE CAPITAL ASSET
PROTECTION POLICY
i. any Insured who knew as of the effective date of the Application the facts that were not
truthfully and accurately disclosed (whether or not the Insured knew of such untruthful disclosure
in the Application) or to whom knowledge of such facts is imputed; and
ii. the Organization under Insuring Clause 2 to the extent it indemnifies an Insured Person who
had such actual or imputed knowledge.
For purposes of the preceding paragraph:
(a) the knowledge of any Insured Person who is a past, present or future chief financial officer,
in-house general counsel, president, chief executive officer, chairperson, general partner or
managing member of any Organization shall be imputed to such Organization and its
Preview
EXHIBIT 1 POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE (for policies with no terrorism exclusion or sublimit) Insuring Company: Federal Insurance Company You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), this policy makes available to you insurance for losses arising out of certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the Treasury of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. You should know that the insurance provided by your policy for losses caused by acts of terrorism is partially reimbursed by the United States under the formula set forth in the Act. Under this formula, the United States pays 85% of covered terrorism losses that exceed the statutorily established deductible to be paid by the insurance company providing the coverage. Beginning in 2016, the Federal share will be reduced by 1% per year until it reaches 80%, where it will remain. However, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. 10-02- 1281 (Ed. 03/2015) If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. The portion of your policy’s annual premium that is attributable to insurance for such acts of terrorism is: $ If you have any questions about this notice, please contact your agent or broker. 10-02- 1281 (Ed. 03/2015) IMPORTANT NOTICE TO POLICYHOLDERS Insuring Company: Federal Insurance Company All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents (“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1- 866-588-9478. Additional information may be available from your producer. Thank you for choosing Chubb. 10-02-1295 (ed. 6/2007) Notice of Loss Control Services As a Chubb policyholder, there is valuable loss prevention information available to you. Below is a description of these services. Regulatory Compliance Mock Examination Services • Regulatory Compliance Mock Examination Services Chubb has established relationships with a network of compliance consultants who are available to provide regulatory compliance mock examinations for their customers. Where permitted by law, Chubb will reimburse customers for 50% of the cost of such regulatory compliance mock examination services, up to 10% of the customer’s annual insurance premium (reimbursement not to exceed $25,000) for the Venture Capital Asset Protection Policy (VCAP) or the Asset Management Protector Policy (AMP), whichever is applicable. To access the network of consultants and learn more about the regulatory compliance mock examination services available, go to Chubb’s VCAP/AMP Consultant Services web site at: http://www.chubb.com/mockexam -------------------- The services provided are advisory in nature. This program is offered solely as a resource. You should consult competent legal counsel to design and implement your own compliance program. No liability is assumed by reason of the services, access or information provided. All services are subject to change without notice. 14-02-21779 (04/2015) Notice of Loss Control Services Insuring Company: Federal Insurance Company As a Chubb policyholder, you have loss prevention information and/or services available to you, as listed in this Notice. You may order any brochure by email to formsordering@chubb.com and to view our full suite of loss prevention brochures/services go to www.chubb.com/us/fl-lossprevention Directors and Officers (D&O) Liability Loss Prevention Services • Directors and Officers Liability Loss Prevention Manuals: Directors and Officers Liability Loss Preventions – #14-01-0035 Directors and Officers Securities Litigation Loss Preventions – #14-01-0448 Director Liability Loss Prevention in Mergers and Acquisitions – #14-01-1099 Directors and Officers Liability Loss Prevention for Not-for-Profit- -#14-01-0036 Cyber Loss Mitigation for Directors -#14-01-1199 Employment Practices Liability (EPL) Loss Prevention Services • Toll-free Hot Line Have a question on how to handle an employment situation? Simply call 1.888.249.8425 to access the nationally known employment law firm of Jackson Lewis P.C. We offer customers an unlimited number of calls to the hot line at no additional charge. • ChubbWorks.com ChubbWorks.com is a web-based platform that offers multiple services including overviews of employment laws, sample employment policies and procedures, and on-line training. To gain immediate access to ChubbWorks go to www.chubbworks.com and register using your policy number. • Employment Practices Loss Prevention Guidelines Manual Employment Practices Loss Prevention Guidelines - #14-01-0061 • Loss Prevention Consultant Services Chubb has developed a network of more than 120 law firms, human resources consulting firms, and labor economist/statistical firms that offer specialized services for employment issues. • Public Company EPL Customers Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of key employment issues faced by for-profit companies and offers proactive idea for avoiding employment lawsuits. • Private Company EPL Customers Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of key employment issues for –profit companies and offers proactive idea for avoiding employment lawsuits. 14-02-23030 (05/2018) Page 1 of 2 Fiduciary Liability Loss Prevention Services • Fiduciary Liability Loss Prevention Manual Who May Sue You and Why: How to Reduce Your ERISA Risks and the Role of Fiduciary Liability Insurance #14-01-1019 Crime Loss Prevention Services • Crime/Kidnap, Ransom & Extortion Loss Prevention Manual Preventing Fraud: How Anonymous Hotlines Can Help #14-01-1090 Cyber Security Loss Prevention Services Visit: https://www2.chubb.com/us-en/business-insurance/cyber-security.aspx to learn more about Chubb’s Cyber Services for our policyholders. Health Care Directors and Officers (D&O) Liability Loss Prevention Services • Readings in Health Care Governance Manual Readings in Health Care Governance -#14-01-0788 • ChubbWorks.com ChubbWorks.com for Health Care Organizations – The Health Care Zone is a free online resource containing health care specific loss prevention information for employment practices liability, directors and officers (D&O) liability, and fiduciary liability exposures. To gain immediate access to ChubbWorks go to www.chubbworks.com and register using your policy number. • Health Care D&O Loss Prevention Consultant Services Health Care D& O Loss Prevention Consultant Services- #14-01-1164 -------------------- The services provided are advisory in nature. While this program is offered as a resource in developing or maintaining a loss prevention program, you should consult competent legal counsel to design and implement your own program. No liability is assumed by reason of the services, access or information provided. All services are subject to change without notice. 14-02-23030 (05/2018) Page 2 of 2 Chubb Group of Insurance Companies VENTURE CAPITAL ASSET 202B Hall's Mill Road Whitehouse Station, NJ 08889 PROTECTION POLICY DECLARATIONS Policy Number: 8211-0746 FEDERAL INSURANCE COMPANY A stock insurance company, incorporated under the laws of Indiana, herein called the Company Capital Center, 251 North llinois, Suite 1100 Indianapolis, IN 46204-1927 THIS POLICY PROVIDES CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO "CLAIMS" FIRST MADE DURING THE "POLICY PERIOD," OR ANY APPLICABLE EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE EXHAUSTED BY "DEFENSE COSTS," AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE DEDUCTIBLE AMOUNT. IN NO EVENT WILL THE COMPANY BE LIABLE FOR "DEFENSE COSTS" OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. READ THE ENTIRE POLICY CAREFULLY. Item 1. Parent Organization: INSTITUTIONAL VENTURE MANAGEMENT XIV LLC Principal Address: 3000 SAND HILL ROAD SUITE #250 MENLO PARK, CA 94025 Item 2. Private Fund: Institutional Venture Partners XII, L.P. Institutional Venture Partners XIII, L.P. Institutional Venture Partners XIV, L.P. Institutional Venture Partners XV, L.P. Institutional Venture Partners XVI, L.P. IVP LuxCo SARL IVP LuxCo 2014 SARL Institutional Venture Partners XV, L.P, Executive Fund, L.P Institutional Venture Partners XVI, L.P, Executive Fund, L.P Institutional Venture Management XII LLC Institutional Venture Management XIII LLC Institutional Venture Management XIV LLC Institutional Venture Management XIV LLC OP A/C Institutional Venture Management XV LLC Institutional Venture Management XVI LLC Item 3. Limits of Liability (inclusive of Defense Costs): (A) Each Loss Limit of Liability $ 5,000,000.00 (B) Aggregate Limit of Liability Each Policy Period $ 5,000,000.00 Item 4. Deductible Amount for each Loss: Insuring Clause 1 $ 0.00 Management Liability, all Insured Persons Insuring Clause 2 $ 250,000.00 Management Indemnification Insuring Clause 3 $ 250,000.00 Professional Liability Insuring Clause 4 $ 0.00 Outside Directorship Liability 17-02-4698 (11/2003 ed.) Page 1 of 2 VENTURE CAPITAL ASSET PROTECTION POLICY THE LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE EXHAUSTED BY "DEFENSE COSTS," AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE DEDUCTIBLE AMOUNT. IN NO EVENT WILL THE COMPANY BE LIABLE FOR "DEFENSE COSTS" OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. In consideration of payment of the premium and subject to the Declarations, limitations, conditions, provisions and other terms of this Policy, the Company and the Insured agree as follows: Insuring Clause 1 Management Liability Coverage 1. The Company shall pay, on behalf of each Insured Person, Loss for which the Insured Person is not indemnified by the Organization and which the Insured Person becomes legally obligated to pay on account of any Claim first made against such Insured Person, individually or otherwise, during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act, but only if such Claim is reported to the Company in writing in the manner and within the time provided in Section 16 of this Policy. Insuring Clause 2 Management Indemnification Coverage 2. The Company shall pay, on behalf of the Organization, Loss for which the Organization grants indemnification to each Insured Person, as permitted or required by law, which the Insured Person becomes legally obligated to pay on account of any Claim first made against such Insured Person, individually or otherwise, during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act, but only if such Claim is reported to the Company in writing in the manner and within the time provided in Section 16 of this Policy. Insuring Clause 3 Professional Liability Coverage 3. The Company shall pay, on behalf of any Insured, Loss arising solely from Private Equity Venture Investing for which the Insured becomes legally obligated to pay on account of any Claim first made against such Insured during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act, but only if such Claim is reported to the Company in writing in the manner and within the time provided in Section 16 of this Policy. Insuring Clause 4 Outside Directorship Liability Coverage 4. The Company shall pay, on behalf of an Insured Person, Loss for which the Insured Person becomes legally obligated to pay on account of any Claim first made against such Insured Person, individually or otherwise, during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act resulting from his or her Outside Capacity, but only if such Claim is reported to the Company in writing in the manner and within the time provided in Section 16 of this Policy. Outside Directorship Liability Run-off Extension 5. If an Insured Person ceases serving in an Outside Capacity, coverage provided under Insuring Clause 4 of this Policy shall continue until the termination of this Policy, but only with respect to Wrongful Acts occurring prior to the time the Insured Person ceased serving in such Outside Capacity. 17-02-4702 (3/2005 ed.) Page 1 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY Spouses, Estates and Legal Representatives 6. Subject to the limitations, conditions, provisions and other terms of this Policy, coverage shall extend to Claims for the Wrongful Acts of an Insured Person made against: a. the estates, heirs, legal representatives or assigns of such Insured Person who is deceased or against the legal representatives or assigns of an Insured Person who is incompetent, insolvent or bankrupt, and b. the lawful spouse or Domestic Partner of such Insured Person solely by reason of such spouse or Domestic Partner's status as a spouse or Domestic Partner, or such spouse or Domestic Partner's ownership interest in property which the claimant seeks as recovery for an alleged Wrongful Act of such Insured Person. All terms and conditions of this Policy, including without limitation the Deductible Amount, applicable to Loss incurred by the Insured Person, shall also apply to loss incurred by the estates, heirs, legal representatives, assigns, spouses and Domestic Partners of such Insured Person. The coverage provided under this Section 6 shall not apply with respect to any loss arising from an act or omission by an Insured Person's estate, heirs, legal representatives, assigns, spouse or Domestic Partner. Extended Reporting Period 7. If the Company or the Parent Organization terminates or does not renew this Policy, other than termination by the Company for non-payment of premium, then the Parent Organization and the Insured Persons shall have the right, upon payment of the additional premium set forth in Item 5(A) of the Declarations, to an extension of the coverage granted by this Policy for Claims first made during the period set forth in Item 5(B) of the Declarations (the "Extended Reporting Period") following the effective date of termination or non-renewal, but only to the extent such Claims are for Wrongful Acts occurring before the effective date of termination or non-renewal. The offer of renewal terms and conditions or premiums different from those in effect prior to renewal shall not constitute refusal to renew. The right to purchase an extension of coverage as described under this Section 7 shall lapse unless written notice of election to purchase the extension, together with payment of the additional premium due, is received by the Company within thirty (30) days after the effective date of termination or non-renewal. Any Claim made during the Extended Reporting Period shall be deemed to have been made during the immediately preceding Policy Period. The entire additional premium for the Extended Reporting Period shall be deemed fully earned at the inception of such Extended Reporting Period. Exclusions Applicable to All Insuring Clauses 8. The Company shall not be liable for Loss on account of any Claim made against any Insured: a. based upon, arising from, or in consequence of any circumstance if written notice of such circumstance has been given, under any policy of which this Policy is a renewal or replacement, and if such prior policy affords coverage (or would afford such coverage except for the exhaustion of its limits of liability) for such Loss, in whole or in part, as a result of such notice; 17-02-4702 (3/2005 ed.) Page 2 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY b. based upon, arising from, or in consequence of any demand, suit or other proceeding pending against, or order, decree or judgment entered for or against any Insured on or prior to the Pending or Prior Date set forth in Item 6 of the Declarations, or the same or substantially the same fact, circumstance or situation underlying or alleged therein; c. brought or maintained by or on behalf of any Insured in any capacity except: i. a Claim that is a derivative action brought or maintained on behalf of an Organization by one or more persons who are not Insured Persons and who bring and maintain the Claim without the solicitation, assistance or participation of any Insured Person; ii. a Claim brought or maintained by a director, officer, general partner or managing member of an Organization for the actual or alleged wrongful employment termination of a director, officer, general partner or managing member of such Organization; iii. a Claim brought or maintained by an Insured Person for contribution or indemnity, if the Claim directly results from another Claim covered under this Policy; or iv. a Claim brought or maintained by all natural persons who were, now are, or shall be duly appointed to an Advisory Board, while acting in their capacity as a member or limited partner of a Private Fund. d. for an actual or alleged violation of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, as amended, or similar provisions of any federal, state or local statutory law or common law anywhere in the world, as respects any pension, profit sharing, health and welfare or other employee benefit plan or trust established or maintained for the purpose of providing benefits to employees of an Organization; e. for bodily injury, mental anguish or emotional distress, sickness, disease or death of any person or damage to or destruction of any tangible property including loss of use thereof. However, this Exclusion shall not apply to any Claim for mental anguish or emotional distress brought by an employee of an Outside Entity against an Insured Person in an Outside Capacity; f. for defamation, wrongful entry, eviction, false arrest, false imprisonment, malicious prosecution, assault or battery; g. based upon, arising from, or in consequence of: i. any actual, alleged, or threatened exposure to, or generation, storage, transportation, discharge, emission, release, seepage, migration, dispersal, escape, treatment, removal or disposal of any Pollutants; or ii. any regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants; or (a) any action taken in contemplation or anticipation of any such regulation, order, direction or request; or (b) any voluntary decision to do so, 17-02-4702 (3/2005 ed.) Page 3 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY including but not limited to any Claim for financial loss to the Organization, its security holders or its creditors based upon, arising from or in consequence of any matter described in i. or ii. above; h. based upon, arising from, or in consequence of: i. the committing in fact of any deliberately fraudulent act or omission or any willful violation of any statute or regulation by such Insured, or ii. such Insured having gained in fact any profit, remuneration or advantage to which such Insured was not legally entitled, as evidenced by: (a) any written statement or written document by any Insured, or (b) any judgement or ruling in any judicial, administrative or alternative dispute resolution proceeding; i. based upon, arising from, or in consequence of any Claim against a limited partner or member, acting in the capacity as a general partner or managing member of a Private Fund. However, this Exclusion shall not apply to an Insured Person otherwise covered under this Policy; j. based upon, arising from, or in consequence of the liability of a party, other than an Insured, assumed by such Insured pursuant to a contract, except liability for Loss that the Insured would have had in the absence of such contract; k. based upon, arising from or in consequence of any intentional breach of contract, if a judgment or other final adjudication adverse to such Insured establishes any intentional breach of contract; l. for an accounting of profits made from the purchase or sale by such Insured of securities of the Organization within the meaning of Section 16 (b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law or common law; or m. made against an organization that is a Subsidiary or against an Insured Person of such Subsidiary for any error, misstatement, misleading statement, act, omission, neglect, or breach of duty committed, attempted, or allegedly committed or attempted at any time when the organization was not a Subsidiary. Exclusions Applicable to Insuring Clause 4 Only 9. The Company shall not be liable for Loss on account of any Claim made against any Insured Person in his or her Outside Capacity: a. based upon, arising from, or in consequence of any Wrongful Act which occurred prior to the date set forth in Item 6, Pending or Prior Date, of the Declarations, or any Wrongful Act occurring subsequent to that date which, together with a Wrongful Act occurring prior to such date, constitute Interrelated Wrongful Acts; 17-02-4702 (3/2005 ed.) Page 4 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY b. based upon, arising from, or in consequence of any Wrongful Act occurring after the date such Insured Person ceases to be a director, officer, general partner, managing general partner, managing member, member of a Board of Managers, governor, Advisory Board member or equivalent executive position of an Organization; c. for any Claim brought or maintained by or on behalf of any Outside Entity or affiliate of the Outside Entity, or one or more directors, officers, trustees, governors, board observers or equivalent executives of any Outside Entity, except: i. a Claim that is brought or maintained by or on behalf of a Portfolio Company, or its directors, officers, trustees, governors, board observers or equivalent executives, without the solicitation, aid, assistance, or participation of any Insured; ii. a Claim that is a derivative action brought or maintained on behalf of an Outside Entity by one or more persons who are not: (a) Insured Persons; or (b) directors, officers, trustees, governors, board observers or equivalent executives of the Outside Entity, and who bring and maintain such Claim without the solicitation, assistance or participation of any such person; or iii. a Claim brought or maintained by: (a) an Insured Person; or (b) a director, officer, trustee, governor, board observer or equivalent executive of the Outside Entity, for contribution or indemnification, if such Claim results from another Claim covered under this Policy; or d. based upon, arising from, or in consequence of: i. any litigation, arbitration, Claim, demand, cause of action, equitable, legal or quasi-legal proceeding, decree or judgment (collectively referred to as litigation) against the Outside Entity occurring prior to, or pending as of the date the Insured Person first serves in his or her Outside Capacity, of which the Outside Entity or the director, officer, trustee, governor, board observer or equivalent executive of the Outside Entity received notice or otherwise had knowledge as of such date; ii. any subsequent litigation arising from, or based on the same or substantially the same matters alleged in the prior or pending litigation in i. above; or iii. any Wrongful Act of the Outside Entity, or the director, officer, trustee, governor, board observer, or equivalent executive of the Outside Entity, which gave rise to such prior or pending litigation included in i. above. 17-02-4702 (3/2005 ed.) Page 5 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY Severability of Exclusions 10. With respect to the Exclusions herein, in order to determine if coverage is available: a. no fact pertaining to or knowledge possessed by any Insured Person shall be imputed to any other Insured Person for the purpose of applying Exclusion 8.h. and 8.l. b. only facts pertaining to or knowledge possessed by any past, present or future chief financial officer, in-house general counsel, president, chief executive officer, chairperson, general partner or managing member of any Organization shall be imputed to any Organization. Limit of Liability Deductible 11. The Company's maximum liability for all Loss on account of each Claim covered under one or more of the Insuring Clauses shall be the Limit of Liability set forth in Item 3(A) of the Declarations. The Company's maximum aggregate liability for all Loss on account of all Claims first made during the Policy Period, whether covered under one or more Insuring Clauses, shall be the Aggregate Limit of Liability for each Policy Period set forth in Item 3(B) of the Declarations. Defense Costs are part of, and not in addition to, the Limits of Liability set forth in Item 3 of the Declarations, and the payment by the Company of Defense Costs shall reduce and may exhaust such Limits of Liability. The Company's liability under the Insuring Clauses shall apply only to that part of each covered Loss which is excess of the applicable Deductible Amount set forth in Item 4 of the Declarations. Such Deductible Amount shall be borne by the Insureds uninsured and at their own risk. If different parts of a single Claim are subject to different Deductible Amounts, then the applicable Deductible Amount shall be applied separately to each part of such Claim, but the sum of such Deductible Amounts shall not exceed the largest applicable Deductible Amount. All Related Claims shall be treated as a single Claim first made on the date the earliest of such Related Claims was first made, or on the date the earliest of such Related Claims is treated as having been made in accordance with Section 16 of this Policy, regardless of whether such date is before or during the Policy Period. The Limit of Liability available during the Extended Reporting Period (if exercised) shall be the remaining portion, if any, of the Company's maximum aggregate liability for all Loss on account of all Claims made during the immediately preceding Policy Period. Non-Accumulation of Limits 12. If any Loss arising from any Claim made against any Insured, in the Insured’s capacity as a director, officer, trustee, board observer or equivalent executive of a Portfolio Company, is insured under any other valid policy(ies) issued by a parent, subsidiary or affiliate of the Company, then payment under such policy(ies) on account of a Claim also covered under this Policy shall reduce, by the amount of the payment, the Company’s Limit of Liability under this Policy with respect to such Claim. 17-02-4702 (3/2005 ed.) Page 6 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY Presumptive Indemnification 13. If the Organization: a. fails or refuses, other than for reason of Financial Impairment, to indemnify the Insured Person for Loss; and b. is permitted or required to indemnify the Insured Person for such Loss pursuant to the fullest extent permitted by law, then, notwithstanding any other conditions, provisions or terms of this Policy to the contrary, any payment by the Company of such Loss shall be subject to: i. the applicable Insuring Clause Deductible Amount set forth in Item 4 of the Declarations; and ii. all of the Exclusions in this Policy. Defense and Settlement 14. It shall be the duty of the Insured and not the duty of the Company to defend any Claim made against the Insured. The Company may make any investigation it deems necessary and may, with the written consent of the Parent Organization, on behalf of the Insured, make any settlement of a Claim it deems expedient. The Insured agrees not to settle or offer to settle any Claim, incur any Defense Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's prior written consent. The Company shall in no event be liable for any element of Loss incurred, for any obligation assumed, or for any admission made, by any Insured without the Company's prior written consent. Provided the Insured complies with the obligations set forth in the next two paragraphs, the Company shall not unreasonably withhold any such consent. With respect to any Claim that appears reasonably likely to be covered in whole or in part under this Policy, the Company shall have the right and shall be given the opportunity to effectively associate with, and to be consulted in advance by, the Insured regarding the investigation, defense and settlement of such Claim, including but not limited to selecting appropriate defense counsel and negotiating any settlement. The Insured agrees to provide the Company with all information, assistance and cooperation which the Company reasonably requests and agrees that in the event of a Claim the Insured shall do nothing that may prejudice the Company’s position or its potential or actual rights of recovery. The Company shall advance Defense Costs as provided under Section 15 of this Policy on a current basis. Any advancement of Defense Costs shall be repaid to the Company by the Insured, severally according to their respective interests, if and to the extent it is determined that such Defense Costs are not insured under this Policy. 17-02-4702 (3/2005 ed.) Page 7 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY Allocation 15. If both Loss covered by this Policy and loss not covered by this Policy are incurred, either because a Claim against the Insured includes both covered and uncovered matters or covered and uncovered parties, then the Insured and the Company shall allocate such amount between covered Loss and uncovered loss based upon the relative legal and financial exposures of the parties to covered and non-covered matters and, in the event of a settlement in such Claim, also based upon the relative benefits to the parties from such settlement. The Company shall not be liable under this Policy for the portion of such amount allocated to non-covered loss. If the Insured and the Company agree on an allocation of Defense Costs, the Company shall advance on a current basis Defense Costs allocated to covered Loss. If the Insured and the Company cannot agree on an allocation: a. no presumption as to allocation shall exist in any arbitration, suit or other proceeding; b. the Company shall advance on a current basis Defense Costs which the Company believes to be covered under this Policy until a different allocation is negotiated, arbitrated or judicially determined; and c. the Company, if requested by the Insured, shall submit the dispute to binding arbitration. The rules of the American Arbitration Association shall apply except with respect to the selection of the arbitration panel, which shall consist of one arbitrator selected by the Insured, one arbitrator selected by the Company, and a third independent arbitrator selected by the first two arbitrators. Any negotiated, arbitrated or judicially determined allocation of Defense Costs on account of a Claim shall be applied retroactively to all Defense Costs on account of such Claim, notwithstanding any prior advancement to the contrary. Any allocation or advancement of Defense Costs on account of a Claim shall not apply to or create any presumption with respect to the allocation of other Loss on account of such Claim. As a condition of any payment of Defense Costs the Company may, at its sole option, require a written undertaking on terms and conditions satisfactory to the Company guaranteeing the repayment of any Defense Costs paid to or on behalf of any Insured if it is finally determined that Loss incurred by such Insured would not be covered. Reporting and Notice 16. The Insured shall, as a condition precedent to exercising any right to coverage under this Policy, give to the Company written notice of any Claim as soon as practicable, but in no event more than sixty (60) days after the earliest of the following dates: a. the date on which any Organization's chief financial officer, in-house general counsel, president, chief executive officer, chairperson, general partner or managing member first becomes aware that the Claim has been made; or b. if this Policy is not renewed by the Company, the termination date of the Policy Period or, if exercised, the Extended Reporting Period. 17-02-4702 (3/2005 ed.) Page 8 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY If, during the Policy Period an Insured: i. becomes aware of circumstances which could give rise to a Claim and gives written notice of such circumstances to the Company; or ii. receives a written request to toll or waive a statute of limitations applicable to Wrongful Acts occurring before or during the Policy Period and gives written notice of such request and of such alleged Wrongful Acts to the Company, then any Claim subsequently arising from the circumstances referred to in i. above or from the Wrongful Acts referred to in ii. above, shall be deemed to have been first made during the Policy Period in which the written notice described in i. or ii. above was first given by an Insured to the Company, provided any such subsequent Claim is reported to the Company as set forth under this Section 16. With respect to any such subsequent Claim, no coverage under this Policy shall apply to loss incurred prior to the date such subsequent Claim is actually made. The Insured shall, as a condition precedent to exercising any right to coverage under this Policy, give to the Company such information and cooperation as the Company may reasonably require, and shall include in any notice under this Section 16 a description of the Claim, circumstances, the nature of any alleged Wrongful Acts, the nature of the alleged or potential damage, the names of all actual or potential claimants, the names of all actual or potential defendants, and the manner in which such Insured first became aware of the Claim or circumstances. Notice 17. Notice to the Company under this Policy shall be given in writing addressed to: a. for notice of Claim or circumstances that could give rise to a Claim: Claims Department, Attention D&O/E&O Claim Manager Chubb Group of Insurance Companies 202B Hall’s Mill Road Whitehouse Station, NJ 08889 b. for all other notices: Department of Financial Institutions Chubb Group of Insurance Companies 202B Hall’s Mill Road Whitehouse Station, NJ 08889 Such notice shall be effective on the date of receipt by the Company at such address. Other Insurance 18. With respect to coverage provided by Insuring Clause 1, 2 and 3, if any Loss under this Policy is insured under any other valid and collectible insurance policy(ies), then this Policy shall cover such Loss, subject to its limitations, conditions, provisions and other terms, only to the extent that the amount of such Loss is in excess of the applicable retention (or deductible) and limit of liability under such other insurance, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other 17-02-4702 (3/2005 ed.) Page 9 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY insurance is written only as specific excess insurance over the Limits of Liability provided in this Policy. Any payment by Insureds of a retention or deductible under such other insurance shall deplete, by the amount of such payment, the applicable Deductible Amount under this Policy. With respect to coverage provided by Insuring Clause 4, this Policy shall be specifically excess of any indemnity (other than the indemnity provided by the Organization) and insurance available to such Insured Person by reason of serving in an Outside Capacity, including any indemnity or insurance available from or provided by the Outside Entity. Acquisition or Creation of Another Organization 19. If before or during the Policy Period the Organization: a. acquires securities or voting rights in another organization or creates another organization, which as a result of such acquisition or creation becomes a Subsidiary or Investment Holding Company; or b. acquires another organization by merger into or consolidation with an Organization, then such other organization and its Insured Persons shall be Insureds under this Policy, but only with respect to Wrongful Acts or Interrelated Wrongful Acts where all or part of such acts occurred after such acquisition or creation unless the Company agrees, after presentation of a complete application and all other appropriate information, to provide coverage by endorsement for Wrongful Acts occurring before such acquisition or creation. If the fair value of all cash, securities, assumed indebtedness and other consideration paid by the Organization for any such acquired organization, new Subsidiary or new Investment Holding Company exceeds fifteen percent (15%) of the total assets of the Parent Organization (as reflected in the most recent audited consolidated financial statements of such organization and the Parent Organization, respectively as of the date of such acquisition or creation), then the Parent Organization shall give written notice of such acquisition or creation to the Company as soon as practicable, but in no event later than sixty (60) days after the date of such acquisition or creation, together with such information as the Company may require and shall pay any reasonable additional premium required by the Company. If the Parent Organization fails to give such notice within the time specified in the preceding sentence, or fails to pay the additional premium required by the Company, then coverage for such acquired or created organization and its Insured Persons shall terminate with respect to Claims first made more than sixty (60) days after such acquisition or creation. Acquisition of an Organization By Another Organization 20. If: a. the Parent Organization or a Private Fund merges into or consolidates with another organization; b. another organization, person or group of organizations or persons acting in concert acquires securities or voting rights which result in ownership or voting control by the other organization or person of more than 50% of the outstanding securities representing the present right to vote for election of directors or select general partners or managing members of the Parent Organization or a Private Fund; 17-02-4702 (3/2005 ed.) Page 10 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY c. the Parent Organization completely ceases to actively engage in its primary business (“cessation”); or d. Financial Impairment occurs, then coverage under this Policy shall continue until termination of this Policy but only with respect to Claims where all or part of the Wrongful Acts or Interrelated Wrongful Acts occurred prior to such merger, consolidation, acquisition, cessation or Financial Impairment. The Parent Organization shall give written notice of such merger, consolidation, acquisition, cessation or Financial Impairment to the Company as soon as practicable, together with such information as the Company may require. The full annual Premium for the Policy Period shall be deemed fully earned immediately upon the occurrence of any event outlined in a. through d. above. Cessation of Subsidiaries 21. If an organization ceases to be a Subsidiary, then coverage with respect to such Subsidiary and its Insured Persons shall continue until termination of this Policy, but only with respect to Wrongful Acts occurring prior to the date such organization ceased to be a Subsidiary. Creation of Another Private Fund 22. If during the Policy Period, an Organization sponsors or creates another private investment fund engaged in substantially similar activities as any Private Fund scheduled in Item 2 of the Declarations, then such newly sponsored or created private investment fund and its Insured Persons shall be Insureds under this Policy for a period of sixty (60) days from the date of sponsorship or creation, but only with respect to Wrongful Acts or Interrelated Wrongful Acts where all or part of such acts occurred after such sponsorship or creation. The Parent Organization shall give written notice of such sponsorship or creation to the Company as soon as practicable, but in no event later than sixty (60) days after the date of such sponsorship or creation, together with such information as the Company may require and shall pay any reasonable additional premium required by the Company. If the Parent Organization fails to give such notice within the time specified in the preceding sentence, or fails to pay the additional premium required by the Company, then coverage for such sponsored or created private investment fund and its Insured Persons shall terminate with respect to Claims first made more than sixty (60) days after such acquisition or creation. Representations and Severability 23. In issuing this Policy, the Company has relied upon the statements, representations and information in the Application for this Policy. All of the Insureds acknowledge and agree that all such statements, representations and information: a. are true and accurate; b. were made or provided in order to induce the Company to issue this Policy; and c. are material to the Company's acceptance of the risk to which this Policy applies. In the event that any of the statements, representations or information in the Application are not true and accurate, this Policy shall be void with respect to: 17-02-4702 (3/2005 ed.) Page 11 of 18 VENTURE CAPITAL ASSET PROTECTION POLICY i. any Insured who knew as of the effective date of the Application the facts that were not truthfully and accurately disclosed (whether or not the Insured knew of such untruthful disclosure in the Application) or to whom knowledge of such facts is imputed; and ii. the Organization under Insuring Clause 2 to the extent it indemnifies an Insured Person who had such actual or imputed knowledge. For purposes of the preceding paragraph: (a) the knowledge of any Insured Person who is a past, present or future chief financial officer, in-house general counsel, president, chief executive officer, chairperson, general partner or managing member of any Organization shall be imputed to such Organization and its