EXCLUSIVE NU REPUBLIC LLC AGENT AGREEMENT THIS EXCLUSIVE NU REPUBLIC AGENT AGREEMENT, including any and all exhibits and riders attached hereto and incorporated herein by this reference, (collectively the “Agreement”) is entered into as of this _____ day of ________________________, 20____ by and between NU REPUBLIC LLC 3300 Highlands Parkway Smyrna, GA, (herein called “NR”), and ______________________________________________________ an it’s designated Team Leaders, whose address is ________________________________________________________________________ (herein called “Agent”), both of whom are sometimes hereinafter collectively referred to as the “Parties”. WHEREAS, Agent (the term of which includes “Broker(s)” for purposes of this Agreement) is licensed or intends on obtaining an insurance license in the State of ________________________ as an insurance agent or broker to sell insurance (health, life, property and casualty.) and prepaid healthcare plans (hereinafter “Insurance”) on behalf of NR. WHEREAS, NR wishes to contract with Agent to market its line of insurance products and services on the terms and conditions provided for herein. WHEREAS, Agent desires to enter into an Exclusive NR Agent Agreement with NR for the solicitation of applications from individuals located within NR’s service area. NOW, THEREFORE, in consideration of the mutual promises and covenants herein stated, and for other good and valuable consideration, the parties hereto agree as follows: 1. Appointment of Agent (a) Appointment. NR hereby appoints the Agent for the purpose of selling and servicing of insurance policies on behalf of NR, in those states in which NR and the Agent are properly licensed and authorized to transact such business. Agent shall comply with all applicable rules, standards and regulations of NR, State and Federal laws. The Agent agrees that NR or insurance companies, as a condition of such appointment, may periodically at their discretion complete an investigative report, including information regarding character, credit/income, reputation, and general health as set forth under the FAIR CREDIT REPORTING ACT. Agent agrees that any and all officers, sub agents, and affiliates that write insurance plans and related ancillary plans do agree to appoint exclusively through NR for insurance sales in these markets for a minimum of 24 months from date of appointment by each insurance company and that any exception to this rule would constitute a termination with cause. This Agreement is exclusive and Agent may not market or contract with any insurance company, or insurance provider other than NR. (b) Company Materials. NR shall provide printed materials to the Agent, such as approved applications, forms and policies which shall be used by the Agent in the transactions of business on behalf of NR. The Agent agrees that all printed materials

provided by NR for use under this Agreement shall not be altered or substituted without the consent of NR nor shall the NR accept printed material from the Agent in which the form has been altered or substituted. 2. Obligations of the Agent (a) Solicitation of Applications. Agent is authorized to solicit applications for membership in NR insurance plans. Agent is only authorized to solicit and secure memberships in NR’s programs at the membership rate and such other underwriting criteria currently in effect at the time of the last notification received by Agent from NR. (b) Duty of Professionalism. Agent shall diligently and faithfully perform all duties required hereunder, to cooperate with NR in all matters pertaining to the issuance of policies, cancellations, and adjustments of losses, and to promote the best interest of NR. Agent is responsible for presenting Agencies insured’s with proper forms required by NR and shall promptly forward to Agencies insured’s all mandatory paperwork and policy provisions. (c) Agent Licensure. Agent represents and warrants as a material term of this Agreement that Agent has, and will continue to have as long as this Agreement remains in effect, a currently valid, license as an insurance agent or broker in the State of Georgia. Agent shall maintain, at the Agencies expense, all appropriate licenses to authorize the Agent to sell insurance offered under the agreement. The Agent shall provide documentation of said licenses to NR upon request. Failure to respond to such a request will result in withheld commission payments as no commission can be paid to any unauthorized party. Further, Agent shall immediately notify NR of the institution of any disciplinary proceedings against or forfeiture of the license held by Agent. Agent shall also provide, upon NR’s request, all information NR deems necessary to comply with applicable state laws. (d) No Prior Disciplinary or Criminal Proceedings. Agent represents and warrants that he/she has never suffered the loss, suspension or termination of any license issued by any governmental authority in connection with the sale of any type of insurance, prepaid health care, hospital or professional benefits agreement, and that he/she has never been convicted of a crime involving moral turpitude. Agent shall immediately notify NR in the event of a loss, suspension or termination of any license issued to such Agent by any governmental authority in connection with the sale of any type of insurance, prepaid health care, hospital or professional benefits program. Agent shall also immediately notify NR in the event he/she is indicted of a crime involving moral turpitude. (d) Submission of Applications. Agent agrees to comply with NR’s policies and procedures, as amended from time to time, relating to the completion and submission of applications. (d) Representations to Applicants. Agent agrees that he/she will make no representation with respect to the nature or scope of the benefits of NR memberships, except through and by means of the written material prepared and furnished to Agent by NR. Agent shall have no authority to make any oral or written alteration, modification or waiver of any of the terms or conditions applicable to NR memberships. Insurance contracts

offered by NR are those approved by the Georgia Department of Insurance. (e) Nondiscrimination. Agent shall not differentiate or discriminate in marketing to different applicants because of race, color, national origin, ancestry, sex, religion, marital status, sexual orientation, age, health status, or expected or actual claims experience. (f) Records. Agent shall maintain such books, records, and information of all transactions pertaining to memberships submitted and accepted hereunder and any other records as are required by NR and/or applicable Georgia and Federal law in connection with Agent’s relationship with NR, its subscribers and the public. Agent shall retain such records for the time period provided for in applicable statutes or regulations as may be amended from time to time, or, in the event Agent has been duly notified of an audit or investigation of NR, until the date such audit or investigation is resolved whichever is later. This obligation shall not terminate upon termination of this Agreement. Agent shall retain such records during the term of this Agreement and for seven (7) years after the termination of this Agreement, or such other time period provided for in applicable statutes or regulations as may be amended from time to time, or, in the event Agent has been duly notified of an audit or investigation of NR, until the date such audit or investigation is resolved, whichever is later. (g) Access to Records. Agent shall make all books, records, papers and information of Agent relating to this Agreement available to NR and the Georgia Department of Insurance or other governmental authorities with jurisdiction over NR, at all reasonable times upon demand for inspection, examination and copying at Agent’s principal place of business or other mutually agreeable locations in Georgia (h) Confidentiality. Agent agrees to maintain all information obtained about applicants or NR in the strictest confidence in accordance with applicable law and in accordance with NR’s Non-Disclosure Agreement which is hereby incorporated by this reference. (i) Promotional Materials. Agent shall display promotional materials provided by NR within Agent’s office. Agent agrees not to employ or make use of any advertisement in which the name of NR is used without the prior written consent and approval of NR. All printed matter, applications and sales literature which NR may furnish to the Agent shall remain the property of NR, subject at all times to its control and shall be returned to NR upon demand. (j) Change of Address. Agent shall notify NR in writing of any change of business address at least thirty (30) days prior to the effective date of such change. (k) Use of NR Trade Secrets by Agent. As part of the consideration for NR to enter into this Agreement, Agent agrees that he/she shall not use, or divulge to anyone, NR’ trade secrets. A trade secret is defined by Georgia law at O.C.G.A. §10-1-761(4) and in addition as used herein means information, including but not limited to, programs, methods, techniques and processes that have independent economic value from not being generally known to either the public or the other persons who can obtain economic value for its disclosure or use. Examples of NR’s trade secrets include but are not limited to, NR customer lists not

obtained from agent, compiled information concerning its employer groups not obtained from agent, premium rates and operations manuals. This Paragraph shall not be applicable to information that is already in the public domain or that has been made available to the public by NR or has been made available to NR by agent. (l) Miscellaneous Duties. i. Agent shall not enroll any applicants into their respective plans until both the applicant and the Plan have signed the Insurance Contract. Agent shall submit to NR signed, original policy applications and all other documentation necessary to process the application. ii. Agent shall only execute and issue the kinds of insurance contracts to which this Agreement applies, and as specifically authorized from time to time by NR. iii. Agent shall act in a fiduciary capacity for the Plan in regards to all moneys collected or held by Agent. iv. Agent shall provide the Plan with all information necessary for the Plan to obtain and maintain any agent’s certificate of authority to represent the Plan as required by the Georgia Insurance Code or Insurance Department regulations. v. Agent shall follow all procedures, rules, manuals, and underwriting guidelines of NR, whether issued by means of directives, letters, procedural or underwriting manuals or otherwise. 3. Obligations of NR (a) Actions Against NR. NR shall notify Agent of any legal or governmental action concerning or related to NR’s licensure that would materially impair the ability of NR to carry out its duties and obligations as set forth in this Agreement. (b) Discontinued or Altered Programs. NR reserves the right to reject any and all applications submitted by the Agent, and to discontinue writing the programs offered. 4. Additional Obligations of Nu Republic Agent (a) Exclusivity. Agent shall perform all of its duties under this Agreement exclusively for NR. Throughout the duration of this Agreement, Agent shall not engage in other work opportunities except that what is provided to Agent by NR. This exclusivity is not limited to the sale of insurance premiums and covers any and all relationships between Agent and third parties whereby Agent is performing a service for said third party in exchange for consideration of any kind. (b) Additional Responsibilities. Agent shall manage and oversee other NR agencies engaged in the sale of Insurance. Agent’s duties shall include, but are not limited to, the following:

i. Maintains staff by recruiting, selecting, orienting, and training agencies; maintaining a safe, secure, and legal work environment; developing personal growth opportunities. ii. Developing, coordinating, and enforcing systems, policies, procedures, and productivity standards. iii. Maintains quality service by enforcing quality and customer service standards; analyzing and resolving quality and customer service problems; identifying trends; recommending system improvements. iv. Maintains professional and technical knowledge by attending educational workshops; reviewing professional publications; establishing personal networks; benchmarking state-of-the-art practices; participating in professional societies. v. Contributes to team effort by accomplishing related results as needed. 5. Insurance Premiums (a) Agent shall, on behalf of NR, collect premiums, except for premiums with respect to direct billed policies. All premiums collected on business produced by the Agent hereunder shall be submitted to NR within five (5) days of receipt by Agent. (b) Agent has no interest in the premiums collected and except for the payment of commission from premiums collected as expressly provided for, the Agent may make no deductions from or personal use of such funds. Agent may not retain the premiums as an offset against any disputed claim the Agent may have against NR. Payment of commission to the Agent under this Agreement is contingent upon payment of premiums to NR. All premiums received by the Agent on behalf of NR shall be held by the Agent in trust in a fiduciary capacity in a bank specially selected by NR (hereinafter referred to as the “Premium Trust Account”). (c) The characterization of an account with the Agent on NR’s books in the form of a debtor-creditor account shall be deemed merely a record of business transacted. Neither the keeping of an account in such form, nor the rendering of same, nor failure to enforce prompt remittance, nor alteration in compensation rate, nor compromise of settlement, shall be held to waive assertion of the fiduciary relationship as to premiums collected by the Agent. (d) Agent must establish and maintain internal controls and record keeping mechanisms for the safekeeping and full accounting of all cash receipts, cash disbursements, premium billings, collections and policyholder records relating to policies or evidences of insurance issued by NR or reasonably required for the fulfillment of the Agent’s duties. 6. Relationship of the Parties (a) All acts performed under this Agreement are performed by Agent as an independent contractor. Agent retains the sole right to control or direct the time, manner and place in which the services described in this Agreement are to be performed. Agent

shall be free to utilize his/her time, energy and skill in such manner as he/she deems advisable to the extent that it is not otherwise obligated under this Agreement. (b) Nothing in this Agreement shall be construed to constitute the Parties as partners, joint ventures, co-owners, agent, employer/employee, or any similar relationship between NR and Agent or otherwise. (c) Agent may or may not, as Agent so chooses, retain employees or assistants to assist Agent. NR is not responsible for the compensation or instruction of Agent’s employees or assistants and these employees or assistants remain the sole responsibility of Agent. 7. Compensation (a) Compensation. NR shall pay to Agent the Service Fees at the rate set forth on the Service Fee Schedule attached hereto as Exhibit A, so long as (1) Agent continues to be actively engaged as a licensed broker or agent in the State of Georgia, (2) Agent continues to be designated by the group (“Group”) named in the Policy in writing as the broker or agent of record with respect to such Group, (3) this Agreement between Agent and NR is in full force and effect, and (4) the Group continues to be enrolled with NR. Service Fees will be paid to the Agent by NR only after the application has been approved and processed in accordance with NR current underwriting practices and the Group applicant has been accepted and paid the premiums or subscription charges. (b) Service Fee Schedule. Agent agrees that NR shall have the right to modify the Service Fee Schedule as it deems appropriate. Modifications and amendments to the Service Fee Schedule shall become effective on the date set forth in any such modification, amendment or endorsement. Service fees shall be payable during the calendar month following the month of receipt by NR of the respective subscription charges on which the service fees are payable. If a subscription charge adjustment shall be made for any period, then a corresponding adjustment shall be made in the Agent’s service fees for the period commencing with the adjusted subscription charges. Notwithstanding the above, modification or amendment of the Service Fee Schedule shall not apply to commissions payable on subscription charges received by NR for Insurance Contracts issued or renewed prior to the effective date of the modification or amendment. Service fees for Insurance Contracts issued prior to the effective date of any modified or amended Service Fee Schedule shall be governed by the Agent’s Agreement and the Service Fee Schedule in effect at the time of issuance and shall remain in force until the renewal of said Insurance Contracts. Subsequent service fees shall be paid in accordance with the Service Fee Schedule in effect at the time of renewal of said Group Insurance Contracts. Agent shall have no claim for commissions except as herein provided. (c) Collection of Premiums. Agent shall have no authority, without written permission of NR to collect or provide receipt for premiums other than the first month’s premiums; deduct commissions or permissible fees; endorse checks payable to NR; or perform any other act or duty not specifically authorized. Any and all funds received by Agent for the account of NR shall at all times be segregated from the assets of the Agent and shall, within one (1) business day of receipt by Agent, be promptly deposited into a trust

account in a state or federal bank, authorized to do business in Georgia and insured by an appropriate federal insuring agent. All such funds shall be transmitted to NR by Agent within five (5) business days after receipt of such funds by Agent. (d) Agent Commissions. In addition to fees received in accordance with subsection (b) hereinabove, Agent shall also receive a quarter of one percent (1%) commission override based on the agencies he/she oversees. For agencies that Agent establishes, Agent will receive the foregoing percentage of their commissions. Agent shall be responsible for keeping accurate books and detailed records of the agencies in his/her care so that his/her commission is accurately reflected. (e) Liens on Commissions. Any indebtedness of said Agent to NR shall be a first lien against any commission due Agent or his/her representative or assigns under this Agreement and such commission shall be applied to liquidate such indebtedness. (f) Other Expenses. Agent shall have no claim or shall not be entitled to reimbursement for any expenses, unless the incurring of such expenses was authorized in writing in advance by NR. (g) Group Non-liability. Agent shall look solely to NR for compensation due Agent from NR under this Agreement. Agent shall not attempt to collect liability for amounts owed to Agent from Groups, notwithstanding the fact that NR fails to discharge its liability to Agent. 8. Indemnification (a) Indemnification by Agent. Agent shall defend and hold harmless NR, its directors, officers, employees and agencies against any legal action, claim, legal action for injunctive relief or damages, and administrative proceeding, by a third party of any type where such claim, legal action or administrative proceeding arises as a result of acts or omissions of Agent, its directors, officers, employees or agencies under the terms and conditions of this Agreement to the extent they are not attributable to the actions or failure to act by NR. Such defense of NR by Agent shall be solely at Agent’s expense by counsel reasonably acceptable to NR, and NR shall have the right, solely within its discretion to take control of its own defense at any time at its own expense. (b) Sharing of Information. The parties agree to cooperate in good faith in the conduct of the defense of any action to which both parties are named defendants; provided that such cooperation does not impair either party’s ability to prepare and present their individual defense; and further provided that neither party shall be required to take any action or provide the other party with information that would jeopardize or result in a waiver of any applicable privilege or violate any duty of confidentiality. 9. Service Charge / Administrative Fee NR may charge a monthly service fee of up to 1.0% on any outstanding indebtedness on the Agent’s statement of account. NR may charge a modest per app or monthly processing fee to the Agent or pass through to the Agent any per app fees as may be charged by the payroll

administrator. 10. Insurance Agent, at its sole cost and expense, shall procure and maintain such policies of general liability, professional liability, errors and omissions, and other insurance as shall be necessary to insure Agent and its employees, contractors, agencies, shareholders, directors and officers against any claim or claims for damages arising by reason of Agent’s performance of or failure to perform any actions hereunder or use of any property required and provided by Agent hereunder. Agent shall provide NR with not less than thirty (30) days advance written notice of any cancellation, reduction, or other material change in the amount or scope of any coverage(s) required hereunder. 11. Term and Termination (a) Terms of Agreement. The terms of this Agreement shall commence upon the date of execution by both parties and shall remain in effect for Two (2) years from that date (“Contract Period”) unless terminated by either party as provided for herein. Additionally, you hereby grant NR one (1) separate option to extend the term of this Agreement for an additional Contract Period ("Options Period") on the same terms and conditions applicable to the initial Contract Period except as otherwise provided herein. The option shall be exercised automatically unless written notice is sent by NR or Agent Sixty (60) days prior to the expiration date of the contract Period that is then in effect (the current “Contract Period”). Notwithstanding anything to the contrary, the fees set forth on Exhibit A and any other term may be amended by mutual agreement or as otherwise provided for herein. (b) This Agreement may be terminated as follows: i. Termination Without Cause. This Agreement may be terminated without cause by NR by written notice given to Agent, delivered in person or mail, certified, return receipt requested, at least fifteen (15) days in advance of such termination. In the event of termination as provided in this paragraph, the commissions heretofore secured by the Agent shall be continued to be paid to the Agent up to the date of termination. ii. Termination for Misconduct by Agent. This Agreement may be terminated immediately if Agent is indicted or convicted of any criminal act, becomes the subject of any licensure or disciplinary action by any government agent, becomes the subject of any investigation for fraud or malfeasance by any government agent, or breaches any material provision of this Agreement. Such termination shall be effective upon mailing of the notice of termination to Agent. (c) Ownership of Proprietary Materials. All of NR’s trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the property of NR. Within ten (10) days after the termination of this Agreement, Agent shall return all such items including, but not limited to, books, manuals, records, reports, notes, contracts, samples, printed matter, catalogues, price lists, customer lists, customer records, account information, other collateral material and documents which describe, contain, constitute, reflect, refer or record any

intellectual property or other property of NR, and copies of any of the foregoing, and any information furnished to Agent by NR, to NR at Agent’s expense. Agent shall not make or retain any copies of any confidential items or information that may have been entrusted to it. Effective upon the termination of this Agreement, Agent shall cease to use all trademarks, trade names, patents, copyrights, and any other intellectual property or proprietary materials of NR. 12. Assignment & Binding Effect (a) Non-Assignability by Agent. Agent agrees that its rights and obligations under this Agreement may not be transferred, delegated or assigned directly or indirectly, in whole or in part, without prior written consent of NR. Any assignment made without the prior written consent of NR shall be null and void. (b) Assignability by NR. Agent further agrees that NR’s rights and obligations under this Agreement are freely transferable, delegable and assignable directly and/or indirectly, without any prior consent from Agent. Any such assignment is deemed granted at its inception, without any available recourse from Agent. (c) This Agreement, at NR’s election, shall inure to the benefit of its successors, assigns, licensees, grantees, and associated, affiliated and subsidiary companies, and Agent agrees that NR and any subsequent assignee may freely assign this Agreement and grant the rights obtained hereunder, in whole or in part, to any person, firm or corporation. 13. Arbitration & Legal Fees (a) The Parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. All claims, disputes controversies, or disagreements of any kind whatsoever, including any claim arising out of or in connection with the Agreement or the termination of the Agreement, that may arise between the Parties, that cannot be resolved amicably shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in a place as may be mutually agreed upon by the parties. (b) Final and binding arbitration is the exclusive means for resolving the claims outlined in this Agreement. This Agreement is a waiver of all rights the Parties may have to a civil court action on any disputes outlined by this Agreement. Accordingly, only an arbitrator, not a judge or jury, will decide the dispute, although the arbitrator has the authority to award any type of relief that could otherwise be awarded by a judge or jury. (c) The fees and costs of the arbitration shall be borne equally by Agent and NR, except that Agent and NR shall each pay its own attorney fees or costs of representation for purposes of the arbitration unless otherwise provided by law. (d) In the event that a dispute arises concerning compliance with this Agreement, NR may be entitled to obtain from any court of competent jurisdiction preliminary and

permanent injunctive relief to enjoin or restrict Agent from such breach or to enjoin or restrict a third party from inducing any such breach. In seeking any such relief, however, NR will retain the right to have any remaining portion of the controversy resolved by binding confidential arbitration. Agent’s sole remedy shall be through an action at law for damages, and Agent shall have no right to seek or obtain an injunction or other equitable relief. (e) In calculating Agent’s damages, the amount of damages as a result of all claims, disputes, controversies, or disagreements of any kind whatsoever can be no greater than the Compensation paid pursuant to this Agreement. 14. Integration (a) This Agreement contains the entire agreement between the NR and the Agent concerning the engagement of the Agent by NR and constitutes the complete and integrated contract expressing the entire agreement of NR and Agent relative to the subject matter hereof and thereof. (b) No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged. 15. Agent Sale or Transfer The Agent is to give 60 days advance written notice to the NR of impending sale or transfer of his/her business or its consolidation with a successor firm, in order that the Company may take whatever steps are necessary to avoid any interruption in service to policyholders. NR may, at its election, take one of the four options as outlined in paragraph 16. 16. Nu Republic Options In the event of sale of the agent, death or retirement of the Agent, NR shall have the following options: a) NR first option will be to purchase the renewal business at mutually agreeable terms. If the agent and the NR cannot agree on mutually agreeable terms, each shall appoint an arbitrator with the arbitrators appointing a third to establish the value of the renewal business. If NR does purchase the renewal business, the agent shall turn over all expiration lists of NR policyholders to the NR. NR shall pay to the agent or his/her personal representative the mutually agreeable compensation. In the event the NR does not purchase the renewal business, then the company may, at its option, exercise the following second option: b) To assign this agreement to the successor. If NR does not elect this second option, then it may elect the following third option: c) To enter into a new agent agreement with a successor. If NR

does not elect this third option, then it may elect the following fourth option: d) To place in effect a limited agent agreement with the successor in order to provide the services required. In the event NR does not purchase the expirations or exercise any of the above options, NR agrees to provide expiration reports to the agent and, with his/her consent, to any successor in interest. NR further agrees to cooperate in an orderly handling of all business, whether or not a successor in interest continues business with NR. NR further agrees to recognize the sales agreement terms between an agent and a successor in interest. 17. Confidentiality (a) Agent acknowledges that by reason of its relationship with NR hereunder it will have access to certain information and materials concerning NR’s business plans, customers, technology, price lists and products that is confidential and of substantial value to NR, which value would be impaired if such information were disclosed to third parties. Agent agrees to maintain as secret and confidential all trade secrets and nonpublic information relating to the NR and the business of the NR that was disclosed to or acquired or known by the Agent during the duration of this Agreement with NR. Such company trade secret or confidential information includes, but is not limited to, samples, printed matter, lists of names, including catalogues, price lists, customer lists, customer records and account information, personnel, pricing and account information, and marketing plans. (b) Agent agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by NR without prior written authorization and consent of the NR, or as may otherwise be required by law or legal process. NR may advise Agent whether or not it considers any particular information or materials to be confidential. In the event NR does not specify whether certain information is to be treated as confidential, Agent shall treat such information as confidential. In the event of termination of this Agreement, there shall be no use or disclosure by Agent of any confidential information of Company, and Agent shall not manufacture or have manufactured any devices, components or assemblies utilizing Company's patents, inventions, copyrights, know-how or trade secrets. (c) Agent acknowledges and agrees that all NR property, including books, manuals, records, reports, notes, contracts, samples, printed matter, catalogues, price lists, customer lists, customer records, and account information and copies of any of the foregoing, and any equipment furnished to Agent by the Company or created and/obtained by Agent during the performance of this Agreement, belong to NR and shall be promptly returned to NR upon termination of the Agreement. 16. Miscellaneous Provisions (a) Advice of Counsel. Each party acknowledges that, in executing this agreement, such party has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Agreement. This Agreement

shall not be construed against any party by reason of the drafting or preparation hereof. (b) Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be construed, interpreted and enforced in accordance with, and governed by, the laws of the State of Georgia. (c) Confidentiality of this Agreement. To the extent reasonably possible, each party agrees to maintain this Agreement as a confidential document and not to disclose the Agreement or any of its terms without the approval of the other party or by Court order. (d) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each one of which shall be deemed the original, but all of which shall constitute one and the same instrument. (e) Gender. As used herein, the masculine, feminine or neuter gender, and the singular and plural number or tense, each shall be deemed to include the others whenever the context so indicates. (f) Headings. The headings and/or captions used in connection with this Agreement are for reference purposes only and shall not be construed as part of this Agreement. (g) No Third Party Beneficiary. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any remedy or claim under or by reason of this Agreement, or any term, covenant, or condition hereof as third party beneficiaries or otherwise, and all of the terms, covenants and conditions hereof shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns. (h) Notices. All notices and communications provided for in this Agreement shall be deemed given if in writing and delivered personally or sent by registered, certified, or express mail, return receipt requested, postage prepaid, sent by recognized overnight delivery service, or sent by prepaid courier service to the Parties at the above addresses. Notice shall be deemed effective twenty-four (24) hours after having been deposited in the United States mail, postage pre-paid. (i) Other Agreements. Nothing in this Agreement shall prevent NR form contracting with other companies, for the provision of services not covered by this Agreement. This Agreement is not intended to create any exclusive relationship for NR. (j) Severability. The provisions of this Agreement are divisible. If any such provision of this Agreement is determined to be void, voidable, unenforceable, or invalid, that provision shall be deemed limited to the extent necessary to render it valid and enforceable and the remaining portions hereof and thereof shall be construed and enforced so as to best effectuate the intention of the Parties at the time this Agreement was entered into and shall remain in full force and effect. Furthermore, this Agreement was drafted jointly by or on behalf of the Parties, and shall not be interpreted against either of the Parties on the basis that the Parties and/or their respective attorney drafted any of its provisions. (k) Waiver. No delay or omission by the Parties in exercising any right under this

Agreement shall operate as a waiver of that or any other right. No waiver of any provision of this Agreement, or consent to any departure by either party from any provision of this Agreement, or consent to any departure by either party from any provision, shall be effective in any event unless it is in writing, designated a waiver, and signed by the Party waiving the breach. Such a waiver shall be effective only in the specific instance and for the purpose for which it is given. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date set forth hereinabove.

NU REPUBLIC LLC

“Appointer”

By: __________________________________________________ Its: __________________________________________________

AGREED TO AND ACCEPTED: _____________________________________________________ Print Name _____________________________________________________ Signature

“Agent”

Date: ___________________________

IN WITNESS WHEREOF, this Contract is execute in duplicate this ________ day of __________________ (month), ________ (year), and when approved by an authorized officer of NU REPUBLIC, LLC., shall be effective for all purposes as of the aforesaid date. Agent’s Signature: _____________________________ Print Agent’s Name: _____________________________ NR Authorized Signature: _____________________________ PERSONAL GUARANTY IF AGENT IS NOT SOLE PROPRIETOR ________________________________________ (name), to induce NU REPUBLIC, LLC. to execute this Contract and in consideration therefore, the undersigned does hereby unconditionally guarantee performance by the legal entity and its Agents under this Contract. The undersigned waives all notices with respect to this Guaranty, including notice of any failure of the legal entity and its Agents to perform its obligations under this Contract or to pay when due any amount due hereunder. This Guaranty is unconditional and absolute. Personal Guaranty Signature: ________________________________ (L.S.)

EXHIBIT A Service Fee Schedule