resignations of the directors and officers of QSHI and appointment of the new officers and directors, such appointments to be made at the direction of the Purchaser, effective as of the Closing Date;

Directors’ and Officers’ Insurance; Release............................................51

providing indemnification to officers and directors;

Borrower may acquire and hold obligations of one or more officers, directors or other employees of Borrower or any of its Subsidiaries in connection with such officers’, directors’ or employees’ acquisition of shares of capital stock of Borrower so long as no cash is paid by Borrower or any of its Subsidiaries to such officers, directors or employees in connection with the acquisition of any such obligations;

Westar Energy, Inc. provides liability insurance to its directors under its directors and officers insurance policies.

Resignation of Old and Appointment of New Board of Directors and Officers. The Company and the ​ shall take such corporate action(s) and make such SEC filings on [Schedule 14F-1]1] in compliance with the Exchange Act Rules and as otherwise required by the Company Articles of Incorporation and/or Bylaws to duly # appoint the below named persons, or other persons who names shall be delivered to the Company, to their respective positions, to be effective as of the Closing Date, and # obtain and submit to the ​, together with all required corporate action(s) the resignation of all members of the board of directors, and any and all corporate officers as of the Closing Date, all of which actions shall be certified and delivered to the ​ as effective at Closing by the ​ in such form and substance satisfactory to the ​. Following the execution of this Agreement and through the date of effectiveness of such resignations, no other officers or directors shall be appointed or elected to serve the Company except as otherwise expressly provided herein.

Current officers and directors of the Company

Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material

The Company has entered into indemnification agreements with the officers and directors and we may be required to indemnify our Directors and Officers, and if the claim is greater than $1,000,000, it may create significant losses for the Company.

“Representatives” means officers, directors, employees, members, or other authorized agents.