Broker/Agent Agreement (1.18) P a g e | 1

Broker/Agent Agreement

This Agreement is made and entered into by and between LegalShield (hereinafter “LS”) and_ _, (hereinafter “Broker/Agent”).

SECTION ONE: AUTHORITY OF BROKER/AGENT

A. Appointment and Authority. LS markets legal plan memberships and identity theft memberships to individuals, companies, and employer benefit groups throughout the United States and Canada. Pursuant to the terms of this Agreement, Broker/Agent is hereby appointed and authorized to market and solicit (and manage the solicitation of) legal plans and identity t h e f t plans offered by LS according to all applicable laws, provided Broker/Agent is authorized and appropriately licensed, if required. Broker/Agent may assign or appoint agents or sub‐agents to market and solicit plans. This Agreement does not confer any exclusive rights in any territory or region. Broker/Agent may act personally or through the Broker/Agent’s employees, sub‐agents or personnel (a “Producer”). Broker/Agent hereby represents, covenants and warrants to LS that any Broker/Agent and any Producers are (and will be throughout the term of this Agreement) in full compliance with any and all applicable insurance licensing and regulatory requirements. Upon reasonable request from LS, Broker/Agent shall provide LS evidence of its compliance with such licensing and regulatory requirements. For any business placed with LS through Broker/Agent, LS recognizes only the Broker/Agent, not Broker/Agent’s Producer, as the agent of record and will hold Broker/Agent fully responsible for all duties and obligations under this Agreement as well as compliance with applicable insurance laws and regulations for such business of Broker/Agent and Producers.

B. Independent Contractor. Broker/Agent, is an independent contractor and nothing contained

herein shall be construed to create an employer‐employee relationship, partner or joint venture relationship or any other relationship other than the contractual relationship. As such, the Broker/Agent has full and sole control and authority over his/her daily activities and the right to exercise his or her own judgment as to time, place or manner of soliciting the memberships, within the requirements set by LS. Any agents or sub‐agents assigned or appointed by Broker/Agent shall be the independent contractor of Broker/Agent and not LS.

SECTION TWO: DUTIES OF BROKER/AGENT

Subject to requirements imposed by law, the terms of this Agreement, and other written policies of LS, the Broker/Agent shall:

A. Solicit Memberships: (i) use its best efforts to solicit memberships and manage any solicitation by

Producers; (ii) pay all expenses incurred by Broker/Agent in the performance of its duties under this Agreement; (iii) use only promotional material approved, in writing, by LS with respect to the LS membership or plans; (iv) ensure that applications submitted to LS are completed accurately before

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submission; (v) forward all applications to LS promptly as well as all initial premiums that may be due on the applications; (vi) comply with applicable federal, state and local laws, regulations and ordinances; (vii) train any Producers or make certain of their training by LS; (viii) supervise the Producers and be responsible for any commissions or other compensation it may be obligated to pay the Producers; (ix) receive applications and payments therefor, and transmit promptly to LS all such applications and payment proposal, receipts or fees collected for LS membership contracts.

B. Taxes: Broker/Agent shall be solely responsible for reporting and paying any federal or state

income taxes resulting from sales commissions paid to it and to pay any and all license or bond fees, and taxes required by any state, local or municipal law for the right to solicit or sell memberships covered by this agreement. Broker/Agent is responsible for providing its social s e c u r i t y or tax identification number to LS for tax reporting requirements. To assist Broker/Agent in complying with all tax requirements, LS will, after the close of each calendar year, provide Broker/Agent a copy of a Form 1099 Income Statement for any commission amounts paid directly to Broker/Agent.

C. Licenses: Broker/Agent shall be solely responsible for obtaining and renewing any such license(s)

from year to year that any state, local or municipality may require for soliciting applications for LS memberships offered for sale through Broker/Agent. Broker/Agent will further work with its sub‐agents to ensure appropriate licensure. A summary of the states which require Broker/Agent to be licensed to solicit applications for legal plans is attached as Exhibit A.

D. Group Accounts: ( i) Broker/Agent shall appropriately service all employee benefit (group)

accounts “Group Accounts” that it solicits or existing accounts of LS that are assigned to Broker/Agent by LS. Broker/Agent has the absolute right to designate who will call upon and solicit applications from persons within Group Accounts. If the Group Account is assigned to Broker/Agent by LS (“Assigned Group Account”), then and in that event, Broker/Agent recognizes and acknowledges that membership sales from any such Assigned Group Account remains the sole property of LS. Broker/Agent may receive commissions for servicing and re‐enrolling such Assigned Group Accounts, but Broker/Agent acknowledges that such Assigned Group Accounts remain the sole and exclusive property of LS. (ii) Broker/Agent or their designee will meet with representatives of all Group Accounts and Assigned Group Accounts on an as needed basis and will at least annually provide employees opportunity to enroll in current products being offered b y LS. Further Broker/Agent shall immediately respond to all requests from Group Accounts and Assigned Group Accounts. Broker/Agent shall report to LS at least annually the status of all Group Accounts and will immediately notify LS of any change in status of an account. (iii) Broker/Agent acknowledges that any Group Account already offering LS plans through another e n t i t y even though Broker/Agent offers other benefits to the Group Account shall remain an account of the original entity unless the Group Account is not being serviced according to LS Guidelines. ( i v ) B r o k e r/ A g e n t shall abide by all federal, state, county and municipal laws, rules, regulations ordinances and requirements with respect to solicitation or sales of the memberships covered by this Agreement.

E. Compliance: Broker/Agent shall cause its employees, agents and sub‐agents and Producers to comply fully with the terms of this Agreement and Broker/Agent shall be responsible to LS for any such failure to comply by either Broker/Agent or any sub‐agent or employee.

F. Expenses: Broker/Agent shall be solely responsible for and shall pay all expenses incurred by it in

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connection with the solicitation, sale and distribution of memberships offered for sale through the Broker/Agent.

SECTION THREE: DUTIES OF LEGALSHIELD

A. Payment of Commissions: LS shall be responsible for payment to Broker/Agent of all commissions on memberships sold or issued through Broker/Agent. As full compensation for said services, a sales commission shall be paid on the receipt of earned membership fees paid to LS. Commissions shall be payable according to the attached Schedule of Commissions. LS reserves the right to amend the Schedule of Commissions from time to time, but any such change shall not affect commissions due or to become due to the Broker/Agent on memberships issued with an effective date prior to the date of such changes.

B. Chargebacks: When commissions are paid as a High/Low advance to Broker/Agent, paid commissions are subject to charge‐back if the commissions are not earned due to termination of a membership; in that event LS will charge back or off‐set to Broker/Agent said commission previously paid which will reduce future commission payments to Broker/Agent. Chargebacks would typically not apply to Level or High/Low earned commissions.

C. Sales Support: At the request of Broker/Agent, LS shall assign a local independent sales

a s s o c i a t e of LS (“Associate”) to work with Broker/Agent at Broker/Agent’s various locations throughout the United States. The Associate may assist in training individuals at the local Broker/Agent offices and assist in soliciting applications from accounts. The Associate shall also be available, when requested, to assist Broker/Agent in enrolling members in the LS plans being offered by LS and Broker/Agent. In the event Broker/Agent requests the local associates to participate in enrolling Members in a specific Group Account or Assigned Group Account, Broker/Agent’s compensation shall be modified as set forth in the attached Schedule of Commissions in order to allow commissions to be paid to the LS Associate.

SECTION FOUR: TERM OF AGREEMENT

The initial term of this Agreement shall be for a period of two years and shall automatically renew for successive one-year terms unless terminated by either party by giving notice to the other party at least sixty (60) days prior to the end of the term or pursuant to termination for conduct prohibited in Section Five below.

SECTION FIVE: RESTRICTIONS

Broker/Agent shall not engage and shall not permit any Producer to engage in any of the following conduct:

A. make any contract or incur any obligation in the name of, or on behalf of LS without specific authority including that Broker/Agent shall not make, modify or amend any application for membership or membership contract; or extend the time for making any payment which may become due for any membership; nor may Broker/Agent waive any of LS’s rights, conditions or requirements pursuant to its membership policies or applications;

B. enter into any contract or incur any expense or obligation in the name of LS;

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C. advertise LS’s services without prior approval (including mass marketing, telemarketing or direct mail programs);

D. use LS’s name, trade name, trademark or logos in connection with its business without prior approval of LS;

E. induce or attempt to induce, directly or indirectly, other Broker/Agents, Associates, or

employees of LS to leave LS during the term of this Agreement and for a period of two years after any termination;

F. induce or attempt to induce, directly or indirectly, any customer, member or policy holder of LS to

terminate or cancel a membership with LS during the term of this Agreement and for a period of two years after any termination. This restriction applies to all such individuals or customers who purchased and received the product, the marketing or sale of which resulted in compensation, commissions or earnings for Broker/Agent within two years prior to termination;

G. personally solicit or supervise or direct the solicitation of, applications for any other prepaid

legal service company or identity theft company to any individual or to persons within any Group Account during the term of this Agreement, except as requested by the Group Account, so long as LS is performing its responsibilities under the membership contracts; a n d for a period of two years after termination Broker/Agent may not directly or indirectly divulge to any person or entity, the names or other pertinent information of LS members; or

H. utilize any LS trade secrets or confidential information, including, but not limited to, member names and Group Account member names for any business or monetary consideration other than LS business.

SECTION SIX: TERMINATION OF AGREEMENT

LS shall have the right to terminate this Agreement:

A. Immediately upon written notice to Broker/Agent, if Broker/Agent wrongfully withholds f r o m L S

any funds, membership applications or payments, premium receipts, vouchers, LS brochures or literature used for marketing, memberships lists and Group Account membership lists or other property belonging to LS.

B. Immediately for just cause which includes without limitation (i) actions or statements by

Broker/Agent or any of its Producers which are derogatory, defamatory or intentionally harmful to LS or LS’s business; (ii) if Broker/Agent violates the terms of this Agreement; (iii) misrepresents LS’s name, uses the name of any provider attorney firm inappropriately; (iv) makes product/service claims or earnings claims contrary to LS’s marketing material or policies; (v) reveals any LS trade secrets, including without limitation, names of associates, members or Group Account memberships.

C. With thirty (30) days written notice to Broker/Agent if Broker/Agent fails to work with LS to

reappoint an agent in a Group Account or Assigned Group Account when the Broker/Agent has

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failed to meet LS group servicing requirements stated above in Section Two; provided Broker/Agent is unable or unwilling to cure any problem to the satisfaction of LS and the Group Account or Assigned Group Account at the time.

Broker/Agent shall have the right to terminate this Agreement:

A. Upon 30 days written notice to LS and receipt of said notice by LS. Upon termination of this Agreement, Broker/Agent shall no longer be entitled to bonuses or commissions on new membership sales. Provided this Agreement remains in force for at least two (2) years prior to any termination, earned commissions shall continue to be paid to Broker/Agent for a period of two years following the termination of this Agreement.

The provisions of Sections Five, Seven, Eight and Nine herein shall survive termination of this Agreement.

SECTION SEVEN: INDEMNIFICATION

Each party agrees to indemnify, defend, save and hold harmless the other party affiliated companies, their directors, officers, agents and employees (the “Indemnified Party”), from any and all claims, demands, losses, damages, actions and causes of action, including, without limitation, all expenses, costs and reasonable fees and expenses of attorneys that the indemnifying party at any time and from time to time may sustain or incur by reasons of indemnifying party’s failure to abide by the provisions of this Agreement or arising or resulting from any negligent acts or omissions of the party.

SECTION EIGHT: ASSIGNMENT

This Agreement may not be assigned, whether voluntarily or by operation of law, by Broker/Agent without the prior written consent of LS, which consent, shall not be unreasonably withheld. Broker/Agent must give at least thirty (30) days prior written notice to LS of any termination, sale, or transfer of its business, or its consolidation with a successor firm.

SECTION NINE: CONFIDENTIALITY

Broker/Agent agrees that, during the course of this agreement and following the termination this agreement, it will not disclose or distribute or threaten to disclose or distribute to any third person, firm, corporation, company, entity, or association, for any purpose, any of LS’s confidential or proprietary information, without the express written consent of LS.

For the purposes of this Agreement “Confidential Information” is defined as any secret or proprietary information relating directly to LS and/or and that of LS’s other affiliated companies and subsidiaries, including, but not limited to, pricing policies, employment records and policies, operational methods, marketing plans and strategies, business development techniques or plans, business acquisition plans, new personnel acquisition plans, trade know‐how, trade secrets, specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, all data, writings, work papers, photographs, catalogs, microfilm, tape recordings, documents and other tangible materials, and other business and financial affairs of LS (including its affiliated companies and subsidiaries).

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Broker/Agent additionally agrees that, upon the termination of its contractual relationship with LS, it will immediately deliver to LS any LS property which is in its possession, including, without limitation, any confidential information as referred to in the above paragraph.

SECTION TEN: INJUNCTION

The Broker/Agent acknowledges and agrees that a breach or threatened breach of any of the provisions of this Agreement would cause LS to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, in the event of a breach or threatened breach by Broker/Agent of any provision of this Agreement, LS shall, in addition to any other remedies available to it, including monetary damages and attorney’s fees, be entitled to a temporary restraining order or a preliminary injunction restraining Broker/Agent from breaching or threatening to breach this Agreement.

SECTION ELEVEN: MISCELLANEOUS

This agreement will be governed by and construed in accordance with the laws of the State of Oklahoma. This Agreement constitutes the entire agreement between the Broker/Agent and LS and no amendment may be made without the signature of an authorized officer of LS.

All disputes or claims relating to LS, this agreement and any other LS policies, products and services, the rights and obligations of the Broker/Agent and LS or any other claims or causes of action between the Broker/Agent or LS or any of its officers, directors, employees or affiliates, whether in tort or contract, shall be settled totally and finally by arbitration in Oklahoma City, Oklahoma in accordance with the Commercial Broker/Agent Agreement of the Arbitration Rules of the American Arbitration Association, including the optional rules for emergency measures of protection. If Broker/Agent files a claim or counter‐claim against LS or any of its officers, directors, employees or affiliates in any such arbitration, Broker/Agent shall do so only on an individual basis and not with any other entity or individual or as a part of a class action.

In the event that a provision of this agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of this agreement will remain in full force and effect. The failure of LS to insist upon strict compliance with any of the provisions of this Agreement shall not be deemed to be a continuous waiver in the event of any future breach or waiver of this Agreement.

Broker/Agent has no authority other than that expressly granted herein, and no forbearance or neglect on the part of LS shall be construed as a waiver of any of the terms of this Agreement nor imply the existence of any authority not herein expressly granted.

From time to time, LS may offer special incentives. These incentives are designed to promote and motivate associates through recognition. By participating in any LS incentive or bonus program and to receive benefits from the program, cash or otherwise, the Broker/Agent/General Agent agrees to have his/her full name, title, level or standing published and recognized in LS marketing materials, whether oral, written or electronic. Broker/Agent should notify LS to be removed from incentive and recognition programs.

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IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures, all as of this _day of , 20 .

Broker/Agent

By:

Title:

LEGALSHIELD

By:

Title:

Broker/Agent: Please mark the appropriate choice for each of the questions below:

1. Broker/Agent wishes to be paid under the compensation plan checked below (see Schedule of Commissions for definition of plans):

High/Low Compensation Plan; or

Level Compensation Plan

2. Broker/Agent wishes to be paid:

Advanced commissions subject to chargebacks; or

As Earned

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Amended

LegalShield Broker/Agent Schedule of Commissions Effective January 2, 2018

LegalShield (LS) offers two compensation plans for its LegalShield, IDShield and Small Business plans. The first compensation plan offers commissions paid on a level rate for the life of the membership (Level Compensation Plan). The second compensation plan provides for commissions to be paid at a higher rate for the first year with variable renewals based on membership retention (High/Low Compensation Plan). Both compensation plan charts are provided below. Broker/Agent can choose their preferred compensation plan at the time of contracting. LS also offers a legal plan specifically for commercial truck drivers (CDLP). The CDLP has a specific compensation plan which varies from the other compensation plans. The compensation plan for CDLP will either be advanced or as earned depending on how Broker/Agent chooses to be paid on other plans

All commissions are expressed as a percentage of the membership fees paid by the individual member and are amounts paid to the Broker/Agent as a writing agent. Amounts shown are the commission percentages applicable to LegalShield, IDShield, Small Business and CDL plans. Percentages shown represent the total amount of commissions available along with the indicated bonus level when Broker/Agent is presenting the products and enrolling members at indicated production levels.

Commissions are paid and earned as membership fees are collected by LS. Qualification for bonus levels is based on membership sales. A membership is a new legal plan membership or stand‐alone identity theft plan. If an individual has any plan active with LS (or has had an active plan of any type within the last six months) the plan is not a new membership and does not count towards bonus levels.

In addition, LS also has various rates for company paid IDShield plans. All plan sales utilizing the company paid rate structure will be paid as level commission for the life of the membership regardless of the method chosen by the Broker/Agent for all other sales. This includes any family plan buy ups resulting from an employee account that is company paid. For commission rates and pricing related to the IDShield company paid program please contact your servicing agent or the LS broker services unit. These commissions are paid as LS receives fees from the group.

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Level Compensation Plan

Commissions are paid to Broker/Agent on LS membership plans based on the schedule below. Broker/Agent is eligible for bonus level commission on all sales made after 1,000 sales. Once Broker/Agent has sold 1,000 memberships, Broker/Agent shall receive the additional bonus compensation as indicated below on new sales so long as at least 750 memberships remain active. If the active number of memberships drop below 750, Broker/Agent compensation shall drop to the regular commission rate until such time as 750 memberships are active. Broker/Agent will then be eligible for bonus level commissions again as long as the active number of memberships stay at or above 750.

Legal Plans & IDShield

Prior to 2018 (Under 2000

EEs)

Legal Plans & IDShield Prior to 2018 (Over 2000 EEs)

Group Legal

Plans beginning 2018

at $23.95

Large Group Legal Plans beginning

2018 at $20.95

IDShield Group 2018

IDShield Large group

2018

Small Business

Commercial Driver

First Year Commission

16.00% 12.00% 12.67% 9.14%

16%

12% 12.20% 29%

Renewal 16.00% 12.00% 12.67% 9.14% 16%

12% 12.20% 8.30%

Bonus Commission

3.40%

2.60%

2.75%

1.98%

3.40%

2.6%

2.60%

6.40%

Bonus Renewal

3.40%

2.60%

2.75%

1.98%

3.40%

2.6%

2.60%

1.70%

Commission percentages for other specialty plans may vary from the percentages shown above.

Note: Non - Group rates for IDShield will be paid at the same percentage as the Group Legal Plans beginning 2018.

In the event that a LS Associate is also involved in the presentation and enrollment of members with Broker/Agent, then Broker/Agent and the LS Associate shall agree to the appropriate commission split. When Broker/Agent makes an introduction for a LS Associate, but does not otherwise participate in presentations and enrollments of members, the compensation to Broker/Agent shall be a total of 4%.

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High/Low Compensation Plan

First year commissions are the commissions paid for the first 12 months of the membership life. Renewal commissions are paid and/or earned in all months thereafter. Renewals vary depending upon the bonus commission level achieved by the Broker/Agent and the Monthly Retention Rate of all memberships sold in a given calendar month through the General Agency or any other entity enrolled by the General Agency. High/Low earned commissions are paid 1/12 over the first year of the membership. High/Low advanced commissions are paid during the first month of the membership.

Renewals are amounts the Broker/Agent will earn on memberships that “renew” or continue paying after the first 12 months of the life of the membership. Since the Broker/Agent receives a commission advance amount representing commissions for the first 12 months of payments made, all additional payments made by the member after month 12 represent renewal payments. The Broker/Agent will begin earning renewals beginning with the member’s 13th payment. Renewal earnings for months 13‐15 are applied in month 16 (cumulative), after a three month evaluation period. All earnings will first be applied to any outstanding Debit Balance. Once the Debit Balance is recovered, future earnings will be paid to the Broker/Agent. Debit Balances will typically apply only to High/Low advanced commissions.

The Monthly Retention Rate of the memberships will be calculated by dividing the active memberships for a given production month by the total number of memberships originally processed during that month. The Monthly Retention Rate will be determined at the end of the 15th month for each production month and will thereafter remain the same fixed amount for the remaining life of memberships processed that month. For Legal Plans and IDShield Plans available prior to 2018, the following compensation is available:

First Year Commission Levels – LegalShield (Legal Plans prior to 2018) & IDShield Group Plans

Base Level Bonus Level 1

Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Sales per month Below 50 50‐74 75‐99 100‐124 125‐149 150+ Advance 48.0% 58.4% 60.9% 62.6% 64.3% 66.4% Example: The Broker/Agent processes 50 sales in the month of June. All 50 sales will be paid at 48% of the annual membership fees for each membership processed. In July all memberships processed will be paid at Bonus Level 1, or 58.4%, of the annual membership fees for each membership processed.

Annual Renewal Commissions – LegalShield (Legal Plans prior to 2018) & IDShield Group Plans Monthly Retention Rate Base Level Bonus

Level 1 Bonus

Level 2 Bonus

Level 3 Bonus

Level 4 Bonus

Level 5 Up to 55% 3.07% 3.74% 3.90% 4.01% 4.12% 4.25% 56% to 65% 6.15% 7.49% 7.80% 8.02% 8.24% 8.50% 66% to 75% 9.22% 11.23% 11.70% 12.03% 12.36% 12.76% 76% to 85% 12.30% 14.97% 15.61% 16.04% 16.47% 17.01% Above 85% 15.37% 18.71% 19.51% 20.05% 20.59% 21.26%

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Annual Renewal Commission rates are dependent upon the commission (bonus) level of the Broker/Agent and the Monthly Retention Rate for the given calendar month. Example: Based on the above table, the Booker/Agent processed 10 memberships at Bonus Level 1 in June 2017. At the end of August 2018 (15 months of membership life) 7 members are still active. The Monthly Retention Rate for those memberships would be 70% (7/10 = .70, or 70%). The Annual Renewal Commission percentage paid to the Broker/Agent would be 11.23% of the annual membership fees paid by each member processed in June 2017, and would continue at this rate for the life of each membership. This is illustrated in the chart above at the point where the column ‘Bonus Level 1’ and row ’66 to 75%’ intersect.

First Year Commission Levels – LegalShield (Legal Plans prior to 2018) & IDShield Large Group Plans Base Level Bonus

Level 1 Bonus

Level 2 Bonus

Level 3 Bonus

Level 4 Bonus

Level 5 Sales per month Below 50 50‐74 75‐99 100‐124 125‐149 150+ Advance 36.0% 43.8% 45.7% 46.9% 48.2% 49.8%

Annual Renewal Commissions – LegalShield (Legal Plans prior to 2018) & IDShield Large Group Plans Monthly Retention Rate Base Level Bonus

Level 1 Bonus

Level 2 Bonus

Level 3 Bonus

Level 4 Bonus

Level 5 Up to 55% 2.30% 2.81% 2.93% 3.00% 3.08% 3.18% 56% to 65% 4.61% 5.61% 5.85% 6.01% 6.17% 6.36% 66% to 75% 6.91% 8.42% 8.78% 9.01% 9.25% 9.55% 76% to 85% 9.22% 11.22% 11.70% 12.02% 12.33% 12.73% Above 85% 11.52% 14.03% 14.63% 15.02% 15.41% 15.91%

For the LegalShield Legal and IDShield Group and Large Group plans available beginning January 2,

2018, the following compensation is available.

First Year Commission Levels – $23.95 LegalShield Group Legal Plans beginning 2018

Base Level Bonus Level 1

Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Sales per month Below 50 50‐74 75‐99 100‐124 125‐149 150+

Advance 38.0% 46.2% 48.2% 49.5% 50.8% 52.5%

Annual Renewal Commissions – LegalShield Plan SAME AS ABOVE (Group)

Monthly Retention Rate

Base Level

Bonus Level 1

Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Up to 55% 2.43% 2.96% 3.09% 3.17% 3.26% 3.36%

56% to 65% 4.87% 5.92% 6.18% 6.35% 6.52% 6.73%

66% to 75% 7.30% 8.89% 9.27% 9.52% 9.77% 10.09%

76% to 85% 9.73% 11.85% 12.36% 12.69% 13.03% 13.46%

Above 85% 12.16% 14.81% 15.44% 15.87% 16.29% 16.82%

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First Year Commission Levels – 2018 $20.95 LegalShield Large Group Legal Plans

Base Level Bonus Level 1

Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Sales per month

Below 50 50‐74 75‐99 100‐124 125‐149 150+

Advance 27.4% 33.3% 34.8% 35.7% 36.7% 37.9%

Annual Renewal Commissions – 2018 LegalShield Large Group Legal Plans (Plan SAME AS ABOVE)

Monthly Retention Rate

Base Level Bonus Level 1

Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Up to 55% 1.76% 2.14% 2.23% 2.29% 2.35% 2.43%

56% to 65% 3.51% 4.27% 4.46% 4.58% 4.70% 4.85%

66% to 75% 5.27% 6.41% 6.69% 6.87% 7.05% 7.28%

76% to 85% 7.02% 8.55% 8.92% 9.16% 9.40% 9.71%

Above 85% 8.78% 10.69% 11.14% 11.45% 11.75% 12.14%

2018 IDShield for Group First Year Commission Levels

Base Level Bonus Level 1

Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Sales per month Below 50 50‐74 75‐99 100‐124 125‐149 150+ Advance 48.0% 58.4% 60.9% 62.6% 64.3% 66.4% Example: The Broker/Agent processes 50 sales in the month of June. All 50 sales will be paid at 48% of the annual membership fees for each membership processed. In July all memberships processed will be paid at Bonus Level 1, or 58.4%, of the annual membership fees for each membership processed.

Annual Renewal Commissions – 2018 IDShield Group Plans

Monthly Retention Rate Base Level Bonus Level 1

Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Up to 55% 3.07% 3.74% 3.90% 4.01% 4.12% 4.25% 56% to 65% 6.15% 7.49% 7.80% 8.02% 8.24% 8.50% 66% to 75% 9.22% 11.23% 11.70% 12.03% 12.36% 12.76% 76% to 85% 12.30% 14.97% 15.61% 16.04% 16.47% 17.01% Above 85% 15.37% 18.71% 19.51% 20.05% 20.59% 21.26%

Note: Non - Group IDShield will fall into the 2018 LegalShield Legal Plan commission table

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First Year Commission Levels – Business Plan

Base Level Bonus Level 1

Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Sales per month Below 50 50‐74 75‐99 100‐124 125‐149 150+ Advance 36.8% 44.8% 46.7% 48.0% 49.3% 50.9%

Annual Renewal Commissions – Business Plan Monthly Retention Rate Base Level Bonus

Level 1 Bonus

Level 2 Bonus

Level 3 Bonus

Level 4 Bonus

Level 5 Up to 55% 2.36% 2.87% 3.00% 3.08% 3.16% 3.26% 56% to 65% 4.72% 5.74% 5.99% 6.15% 6.32% 6.52% 66% to 75% 7.08% 8.62% 8.99% 9.23% 9.47% 9.78% 76% to 85% 9.44% 11.49% 11.98% 12.31% 12.63% 13.04% Above 85% 11.79% 14.36% 14.98% 15.38% 15.79% 16.30% Using the Annual Renewal Commission example given above, one of the 7 remaining active memberships is a Business Plan. That membership would have an Annual Renewal Commission percentage of 8.62% of the annual membership fees paid by that member, as shown in the above chart at the point where the column ‘Bonus Level 1’ and row ‘66 to 75%’ intersect.

First Year Commission Levels – Commercial Driver Plan

Base Level Bonus Level 1

Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Sales per month Below 50 50‐74 75‐99 100‐124 125‐149 150+ Advance 29.0% 35.4% 36.9% 37.9% 38.9% 40.2%

Annual Renewal Commissions – Commercial Driver Plan Base Level Bonus

Level 1 Bonus Level 2

Bonus Level 3

Bonus Level 4

Bonus Level 5

Renewal 8.35% 10.12% 10.62% 10.88% 11.13% 11.51% Using the Annual Renewal Commission example given above, one of the 7 remaining active memberships is a Commercial Driver Plan. That membership would have an Annual Renewal Commission percentage of 10.12% of the annual membership fees paid by that member, as shown in the above chart in column ‘Bonus Level 1’.

In the event that a LS Associate is also involved in the presentation and enrollment of members with Broker/Agent, then Broker/Agent and the LS Associate shall agree to the appropriate commission split. If Broker/Agent makes an introduction for a LS Associate, but does not otherwise participate in presentations and enrollments of members, the Broker/Agent and LS Associate shall mutually agree upon compensation for Broker/Agent.

Broker/Agent can review LS’s policies and procedures governing the business practices of LS online at www.associates.legalshield.com.