Common use of Renewals and Replacements Clause in Contracts

Renewals and Replacements. Unless otherwise indicated in Schedule 1 hereto, the “Replacement Rate” shall be the same as amount as the “Renewal Rate”. Subject to the terms and conditions of this Agreement, Upline will be eligible to receive a Commission at the “Renewal Rate” for each year that a Medicare Product Enrollee remains enrolled in the Medicare Product for so long as the enrollee remains enrolled (subject to CMS and Aetna requirements related to plan changes). For Renewals, Aetna will pay the “Renewal Rate” set forth on Schedule 1 hereto as Aetna receives Premium from CMS on a monthly basis (i.e., 1/12 per month); provided, however, that, in accordance with Applicable Law, such Commission amount paid for a Renewal can not exceed 50% of the current year Initial Sale fair market value published annually by CMS. If a Commission payable on a Renewal would exceed 50% of the current year Initial Sale fair market value, Aetna will automatically adjust the Commission payment to comply with Applicable Law with or without notice. In Aetna’s sole discretion, Aetna may choose, if permitted by Applicable Law, to pay Commissions in advance of Aetna’s receipt of Premium from CMS. For example, if a “Renewal Rate” of $200 is payable, Aetna could pay $16.67 per month for such Renewal or pay the Commission in a lump sum of $200 in January of the Renewal year. Aetna will no longer pay a Commission on a Renewal if the Medicare Product Enrollee disenrolls from the Medicare Product and does not immediately enroll (i.e., no break in coverage) in a Medicare Product that is a Like Plan. Upline Agreement 2015 31 Replacements are payable only while this Agreement is in effect. For Replacements, Aetna will advance the “Replacement Rate” set forth on Schedule 1 hereto. If the Replacement has an effective date other than January 1st, a pro-rated amount of the “Replacement Rate” set forth on Schedule 1 will be paid, based upon the number of months the Medicare Product Enrollee will be enrolled in such Medicare Product within the initial calendar year. After the year in which the Replacement occurs, if the Medicare Product Enrollee remains enrolled in a Medicare Product that is a Like Plan, the Replacement will become a Renewal. Below is an example of how the Commission will be paid on a Replacement of a Medicare Advantage Plan under these circumstances, using $200 as the Commission rate payable for Replacement: 1/1/2014 12 months $ 200.00 2/1/2014 11 months $ 183.37 3/1/2014 10 months $ 166.70 4/1/2014 9 months $ 150.03 5/1/2014 8 months $ 133.36 6/1/2014 7 months $ 116.69 7/1/2014 6 months $ 100.02 8/1/2014 5 months $ 83.35 9/1/2014 4 months $ 66.68 10/1/2014 3 months $ 50.01 11/1/2014 2 months $ 33.34 12/1/2014 1 month $ 16.67 All Commission payments remain subject to appropriate charge backs and other adjustments in accordance with CMS and Aetna requirements as well as the terms of this Agreement.

Renewals and Replacements. Unless otherwise indicated in Schedule 1 hereto, the “Replacement Rate” shall be the same as amount as the “Renewal Rate”. Subject to the terms and conditions of this Agreement, Upline will be eligible to receive a Commission at the “Renewal Rate” for each year that a Medicare Product Enrollee remains enrolled in the Medicare Product for so long as the enrollee remains enrolled (subject to CMS and Aetna requirements related to plan changes). For Renewals, Aetna will pay the “Renewal Rate” set forth on Schedule 1 hereto as Aetna receives Premium from CMS on a monthly basis (i.e., 1/12 per month); provided, however, that, in accordance with Applicable Law, such Commission amount paid for a Renewal can not exceed 50% of the current year Initial Sale fair market value published annually by CMS. If a Commission payable on a Renewal would exceed 50% of the current year Initial Sale fair market value, Aetna will automatically adjust the Commission payment to comply with Applicable Law with or without notice. In Aetna’s sole discretion, Aetna may choose, if permitted by Applicable Law, to pay Commissions in advance of Aetna’s receipt of Premium from CMS. For example, if a “Renewal Rate” of $200 is payable, Aetna could pay $16.67 per month for such Renewal or pay the Commission in a lump sum of $200 in January of the Renewal year. Aetna will no longer pay a Commission on a Renewal if the Medicare Product Enrollee disenrolls from the Medicare Product and does not immediately enroll (i.e., no break in coverage) in a Medicare Product that is a Like Plan. Upline Agreement 2015 31 Replacements are payable only while this Agreement is in effect. For Replacements, Aetna will advance the “Replacement Rate” set forth on Schedule 1 hereto. If the Replacement has an effective date other than January 1st, a pro-rated amount of the “Replacement Rate” set forth on Schedule 1 will be paid, based upon the number of months the Medicare Product Enrollee will be enrolled in such Medicare Product within the initial calendar year. After the year in which the Replacement occurs, if the Medicare Product Enrollee remains enrolled in a Medicare Product that is a Like Plan, the Replacement will become a Renewal. Below is an example of how the Commission will be paid on a Replacement of a Medicare Advantage Plan under these circumstances, using $200 as the Commission rate payable for Replacement: Example Using Replacement Rate of $200 Effective Date Number of Months Paid Total Amount Paid 1/1/2014 12 months $ 200.00 2/1/2014 11 months $ 183.37 3/1/2014 10 months $ 166.70 4/1/2014 9 months $ 150.03 5/1/2014 8 months $ 133.36 6/1/2014 7 months $ 116.69 7/1/2014 6 months $ 100.02 8/1/2014 5 months $ 83.35 9/1/2014 4 months $ 66.68 10/1/2014 3 months $ 50.01 11/1/2014 2 months $ 33.34 12/1/2014 1 month $ 16.67 The rates set forth above are merely for example purposes and not a guarantee or representation of any rates set forth in Schedule 1 of this Appendix A. All Commission payments remain subject to appropriate charge backs and other adjustments in accordance with CMS and Aetna requirements as well as the terms of this Agreement.