Common use of Prohibitions Clause in Contracts

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. In addition to any prohibitions contained in applicable law or regulation, and not in limitation thereof, Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, applications, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on in accordance with the purchaser's individual financial Suitability Determination and insurance needs Supervision Section of this Agreement and has first offered Company the opportunity to present a suitable replacement Product to ProducerProduct; (g) pay or allow to be paid to any prospective customer owner, insured, annuitant, beneficiary or other person any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent for the sole purpose of circumventing the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Broker-Dealer to to: engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Broker-Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless trueCompany; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, confirmation statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, or non-renewal ofof any Product; it is understood, or however, that Producer will market Company’s Products, and the withdrawal fromproducts and services of other companies Producer represents, any Product,(i.e., a "Replacement") except when Producer has documented so that recommendations are made to purchasers on the basis of suitability of the Replacement product based on the purchaser's ’s individual financial needs analysis, and insurance needs and has first offered Company Producer will make every reasonable effort to maintain in force all policies issued by the opportunity Company, except to present the extent that doing so is contrary to a purchaser’s specified wishes or the Product is no longer demonstrably suitable replacement Product to Producerfor the particular purchaser; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on of human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or Agencies nor any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's purcha ser’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless trueCompany; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, confirmation statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, or non-renewal ofof any Product; it is understood, or however, that Producer will market Company's Products, and the withdrawal fromproducts and services of other companies Producer represents, any Product,(i.e., a "Replacement") except when Producer has documented so that recommendations are made to purchasers on the basis of suitability of the Replacement product based on the purchaser's individual financial needs analysis, and insurance needs and has first offered Company Producer will make every reasonable effort to maintain in force all policies issued by the opportunity Company, except to present the extent that doing so is contrary to a purchaser's specified wishes or the Product is no longer demonstrably suitable replacement Product to Producerfor the particular purchaser; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on of human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or Agencies nor any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e.Product, (i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless trueCompany; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, confirmation statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, or non-renewal ofof any Product; it is understood, or however, that Producer will market Company's Products, and the withdrawal fromproducts and services of other companies Producer represents, any Product,(i.e., a "Replacement") except when Producer has documented so that recommendations are made to purchasers on the basis of suitability of the Replacement product based on the purchaser's individual financial needs analysis, and insurance needs and has first offered Company Producer will make every reasonable effort to maintain in force all policies issued by the opportunity Company, except to present the extent that doing so is contrary to a purchaser's specified wishes or the Product is no longer demonstrably suitable replacement Product to Producerfor the particular purchaser; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on of human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or Agencies nor any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer Except as expressly permitted pursuant to Section 6.11(b), from and Subproducers have no authority toafter the date hereof and prior to the earlier of (y) the termination of this Agreement in accordance with Section 8.1 and (z) the Effective Time, Parent shall not (and Producer Parent shall ensure that it cause its Subsidiaries not to and (ii) not authorize or permit and shall cause its and any Subproducers shall not: (a) make any promise of its or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement its Subsidiaries’ Representatives not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoeverto), directly or indirectly; , (iA) give solicit, initiate or knowingly take any action to facilitate or encourage or assist any inquiries or the making of any proposal or offer that constitutes or may reasonably be expected to give, on Company's behalf, any advice or opinion regarding lead to the taxation submission of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; Parent Acquisition Proposal, (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (lB) enter into or participate in any contracts discussions or negotiations with, or furnish any information relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, personnel, books or records of Parent or any of its Subsidiaries to any Third Party with Subproducers for respect to inquiries regarding, or the solicitation making of, a Parent Acquisition Proposal, (C) fail to make, qualify, withdraw, or modify or amend in a manner adverse to the Company the Parent Board Recommendation (or recommend a Parent Acquisition Proposal) (any of the Products foregoing in this clause (C), an “Parent Adverse Recommendation Change”), or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in publicly propose to do any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; foregoing, (D) approve, endorse, recommend or enter into (or agree or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Parent Acquisition Proposal or (pE) allow grant any employee waiver, amendment or contractor of Agency release under any standstill or similar agreement or any Subproducer who Competition Laws or similar provision contained in Parent’s articles of incorporation, bylaws or other governing documents. Parent shall (and Parent shall cause its Subsidiaries and any of its Subsidiaries’ Representatives to) cease immediately and cause to be terminated any and all existing activities, solicitations, encouragements, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any Parent Acquisition Proposal or efforts to obtain a Parent Acquisition Proposal, and shall also request such Third Party to promptly return or destroy all confidential information concerning Parent and its Subsidiaries prior to the date hereof. Parent hereby confirms that it is not currently in negotiations or discussions with any Third Party which would reasonably be expected to lead to the making of a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistanceParent Acquisition Proposal.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e.Product, (i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l1) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer Except as expressly permitted pursuant to Section 6.10(b), from and Subproducers have no authority toafter the date hereof and prior to the earlier of (y) the termination of this Agreement in accordance with Section 8.1 and (z) the Effective Time, the Company shall not (and Producer the Company shall ensure that it (i) cause its Subsidiaries not to and (ii) not authorize or permit and shall cause its and any Subproducers shall not: (a) make any promise of its or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement its Subsidiaries’ Representatives not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoeverto), directly or indirectly; , (iA) give solicit, initiate or knowingly take any action to facilitate or encourage or assist any inquiries or the making of any proposal or offer that constitutes or may reasonably be expected to give, on Company's behalf, any advice or opinion regarding lead to the taxation submission of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; Company Acquisition Proposal, (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (lB) enter into or participate in any contracts with Subproducers for discussions or negotiations with, or furnish any information relating to the solicitation Company or any of its Subsidiaries or afford access to the business, properties, assets, personnel, books or records of the Products Company or payment any of compensation based on sales its Subsidiaries to any Third Party with anyone not licensed and appointed with Company; respect to inquiries regarding, or the making of, a Company Acquisition Proposal, (mC) engage in speculation on human life in any way; (n) solicit fail to make, qualify, withdraw, or take applications for the Products modify or amend in a state other than manner adverse to Parent or Merger Sub the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; Company Board Recommendation (oor recommend a Company Acquisition Proposal) take (any other action beyond the scope of the authority granted under foregoing in this Agreement; clause (C), a “Company Adverse Recommendation Change”), or publicly propose to do any of the foregoing, (D) approve, endorse, recommend or enter into (or agree or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company Acquisition Proposal or (pE) allow grant any employee waiver, amendment or contractor of Agency release under any standstill or similar agreement or any Subproducer who Competition Laws or similar provision contained in the Company’s articles of incorporation, bylaws or other governing documents. The Company shall (and the Company shall cause its Subsidiaries and any of its or its Subsidiaries’ Representatives to) cease immediately and cause to be terminated any and all existing activities, solicitations, encouragements, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any Company Acquisition Proposal or efforts to obtain a Company Acquisition Proposal, and shall also request such Third Party to promptly return or destroy all confidential information concerning the Company and its Subsidiaries prior to the date hereof. The Company hereby confirms that it is not currently in negotiations or discussions with any Third Party which would reasonably be expected to lead to the making of a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistanceCompany Acquisition Proposal.

Prohibitions. Producer Except as permitted by this Agreement, You agree not to (and Subproducers have no authority such agreement includes not attempting to, and Producer shall ensure that it and not assisting or permitting any Subproducers shall not: third party to): (a) make copy, reproduce, disassemble, decompile, reverse engineer or create derivative works from the LIQWID Service (or any promise or incur any debt on behalf part of Companythe LIQWID Service); (b) hold themselves out as employees disable, interfere with, alter, damage, or affiliates develop or use any workaround for, the LIQWID Service (or any part of Company unless truethe LIQWID Service or the servers and systems on which it operates); (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materialspass personally identifiable information to LIQWID without obtaining consent to do so; (d) waive use any forfeiturepart of the LIQWID Service in violation of any laws, extend the time of making any paymentsordinances, regulations, statutes, orders or alter or substitute any of Company's formsindustry rule (“Laws”); (e) use, restrict or supply to a third party for use, inhibit any other person from using the Website or LIQWID Service (or part of Company's forms other than for purposes of this Agreementeither); (f) resell, license, provide, store or otherwise transfer data and content through the LIQWID Service unless you own it or have a license permitting you to make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producersuch uses; (g) pay distribute to, or allow allow, any third party to be paid use or access the LIQWID Service, unless permitted as a Service Retailer pursuant to any prospective customer any inducement not specified in the contract for the ProductsSection (1)(G) below; (h) cause any premium not modify or consideration to be rebated, interfere in any manner whatsoeverway with any tag, directly computer code or indirectlyadvertisement provided to you or placed on your Site(s) by LIQWID, including adding any features to advertisements; (i) give alter any metric or offer to giveparameter reported or calculated through your Account, on Company's behalf, any advice whether through manual or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Productsautomated means; (j) sign cause any visitor clicking on any advertisement to be sent to any site other than the advertiser’s page, except as expressly authorized in writing by either such advertiser or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by CompanyLIQWID; (k) negotiateuse the LIQWID Service for any obscene, depositdefamatory, tortuous, violent, hateful, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreementillegal content or purpose; (l) enter into submit or allow any contracts with Subproducers other person to submit on your behalf any registration form after you have been disapproved for or prohibited from using the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with CompanyLIQWID Service; (m) engage in speculation on human life in any waydeceptive act or practice with respect to any Site(s); and (n) solicit use any code or take applications for similar automatic items, programs, or processes, such as automated software, data mining software, scrapers, and ‘bots on the Products in a state other than the purchaser's state of residence in order Website or to circumvent the insurance laws of such purchaser's state of residence; (o) take interfere with or manipulate any other action beyond the scope aspect of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistanceLIQWID Service.

Prohibitions. Producer Except as permitted by this Agreement, You agree not to (and Subproducers have no authority such agreement includes not attempting to, and Producer shall ensure that it and not assisting or permitting any Subproducers shall not: third party to): (a) make copy, reproduce, disassemble, decompile, reverse engineer or create derivative works from the LIQWID Service (or any promise or incur any debt on behalf part of Companythe LIQWID Service); (b) hold themselves out as employees disable, interfere with, alter, damage, or affiliates develop or use any workaround for, the LIQWID Service (or any part of Company unless truethe LIQWID Service or the servers and systems on which it operates); (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materialspass personally identifiable information to LIQWID without obtaining consent to do so; (d) waive use any forfeiturepart of the LIQWID Service in violation of any laws, extend the time of making any paymentsordinances, regulations, statutes, orders or alter or substitute any of Company's formsindustry rule (“Laws”); (e) use, restrict or supply to a third party for use, inhibit any other person from using the Website or LIQWID Service (or part of Company's forms other than for purposes of this Agreementeither); (f) resell, license, provide, store or otherwise transfer data and content through the LIQWID Service unless you own it or have a license permitting you to make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producersuch uses; (g) pay distribute to, or allow allow, any third party to be paid use or access the LIQWID Service, unless permitted as a Service Retailer pursuant to any prospective customer any inducement not specified in the contract for the ProductsSection (1)(G) below; (h) cause any premium not modify or consideration to be rebated, interfere in any manner whatsoeverway with any tag, directly computer code or indirectlyadvertisement provided to you or placed on your Site(s) by LIQWID, including adding any features to advertisements; (i) give alter any metric or offer to giveparameter reported or calculated through your Account, on Company's behalf, any advice whether through manual or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Productsautomated means; (j) sign cause any visitor clicking on any advertisement to be sent to any site other than the advertiser’s page, except as expressly authorized in writing by either such advertiser or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by CompanyLIQWID; (k) negotiateuse the LIQWID Service for any obscene, depositdefamatory, tortuous, violent, hateful, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreementillegal content or purpose; (l) enter into submit or allow any contracts with Subproducers other person to submit on your behalf any registration form after you have been disapproved for or prohibited from using the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with CompanyLIQWID Service; (m) engage in speculation on human life in any way; (n) solicit deceptive act or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond practice with respect to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.Site(s); and