Extract to table

In the event that the cost of the 'tail' or 'run-off' policy or the annual premiums for the existing or substitute policies would exceed the Maximum Premium, the Buyer or the Surviving Corporation shall obtain as much coverage as can be obtained for the Maximum Premium

Coverage Scope: The tail policy must provide coverage that is no less favorable in scope and terms than VeloPay's existing D&O policy as of March 18, 2025, the date of the Merger Agreement

Coverage Amount: The aggregate limits of the tail policy must equal or exceed the aggregate limits of VeloPay's existing D&O policy as in effect on March 18, 2025

Coverage Period: The tail policy must cover claims first made during a period of not less than six (6) years following the Effective Time (i

Covered Acts: The tail policy must cover claims arising from facts or events that occurred on or before the Effective Time

5(c), the Surviving Corporation's certificate of incorporation and bylaws, as in effect immediately after the Effective Time, must contain provisions no less favorable to the Indemnified Persons than those set forth in VeloPay's charter documents as of the date of the Merger Agreement