Regulatory Settlement Agreement, dated December 12, 2018

REGULATORY SETTLEMENT AGREEMENT

This REGULATORY SETTLEMENT AGREEMENT (the “Agreement”) is entered into this 12th day of December, 2018 by and among (i) Health Insurance Innovations, Inc and Health Plan Intermediaries Holdings, LLC (collectively “Company”); (ii) the Florida Department of Financial Services (“FDFS”); (iii) the Indiana Department of Insurance (“IDOI”); (iv) the Kansas Insurance Department (“KID”); (v) the Office of the Montana State Auditor, Commissioner of Securities and Insurance (“MCSI”); (vi) the Utah Insurance Department (“UID”) (FDFS, IDOI, KID, MCSI and UID collectively referred to herein as the “Lead States”); and (vii) the insurance-related regulatory bodies of such other jurisdictions choosing to adopt, agree to and approve this Agreement pursuant to the terms hereof (the “Subscribing Jurisdictions”) (Subscribing Jurisdictions and Lead States collectively referred to herein as the “Settling Jurisdictions”) (the Settling Jurisdictions and Company are collectively referred to herein as the “Parties”).

RECITALS

WHEREAS, the IDOI, as managing Lead State, issued an Examination Warrant dated June 8, 2016 under Cause Number 15422-MC16-0606-003 (the “Original Warrant”) calling for a multistate targeted market conduct examination of Health Insurance Innovations, Inc. to review its sales, marketing and administration of short term medical plans and Affordable Care Act plans in conjunction with a multistate examination of HCC Life Insurance Company;

WHEREAS, the IDOI, as managing Lead State issued a Modified Examination Warrant dated March 6, 2017 (the “Modified Warrant”) (the Original Warrant and the Modified Warrant are collectively referred to herein as the “Warrant”) modifying the Original Warrant to provide for the review of Health Insurance Innovations, Inc. and its affiliates, parents, subsidiaries and assigns (collectively, “HII”) and their respective marketing, sales, administration and claims payment of insurance products for all insurance carriers, agencies, sub-agencies, agents, sub-agents, producers, contractors and other parties with whom business is conducted (the “Examination Scope”) between March 23, 2010 and December 31, 2016 (the “Examination Period”) (the multi-state market conduct examination as called by the Warrant with respect to the Examination Scope and the Examination Period shall be referred to as the “Examination”);

WHEREAS, there are presently forty-three (43) jurisdictions participating in the Examination (the “Participating Jurisdictions”) including the five (5) Lead States and thirty-eight (38) Participating Jurisdictions, a list of which may be found on Exhibit A, attached hereto and by reference incorporated herein;

WHEREAS, through Company’s network of internal and external agents, call centers and distribution network, HII sold or contracted for the sale of Insurance Products (defined below) to consumers in the Participating Jurisdictions;

WHEREAS, Company contracted directly with insurance carriers to provide for the sale of Insurance Products, to include the collection of premiums, distributions of commissions; delivery of fulfillment materials; and provide customer support;

WHEREAS, the EIC (defined below) has presented to Company and to the Lead States preliminary findings and concerns based on information gathered to date;

WHEREAS, Company denies any wrongdoing or activities that violate Insurance Laws (defined below), and nothing contained herein, or the execution and performance of this Agreement shall be deemed or construed as evidence, or an admission, or acknowledgment by Company of any wrongdoing or liability whatsoever;

WHEREAS, based upon communications with the EIC and Lead States, Company agrees to the conditions of this Agreement and the resolution of those matters within the Examination Scope during the Examination Period;

WHEREAS, Company has cooperated with the EIC in the course of the Examination by making its books and records available for examination, responding to questions from and meeting on multiple occasions with EIC, and making its personnel available to assist as requested by the EIC;

WHEREAS, Company represents to the Settling Jurisdictions that at all times relevant to this Agreement, Company and its officers, directors, employees, agents and representatives acted in good faith; and have fully, completely, and truthfully responded to all questions, interrogatories, and requests of EIC and the Lead States;

WHEREAS, in view of the foregoing facts and circumstances, the complicated issues raised and the probability that long-term litigation and/or administrative proceedings would be required to resolve the disputes between the Parties hereto, the Parties have agreed to resolve all issues relating to the Examination and the regulatory issues through this Agreement; and

WHEREAS, the Parties execute this Agreement knowingly and voluntarily, and the Parties acknowledge that this Agreement is in the public interest.

NOW, THEREFORE, in consideration of the Recitals, the mutual covenants and agreements herein, and each act performed and to be performed hereunder, the Parties agree as follows:

[SIGNATURES ON FOLLOWING PAGE]

SIGNATURE PAGE TO REGULATORY SETTLEMENT AGREEMENT

EXHIBIT A

Participating Jurisdictions

EXHIBIT B

Multistate Targeted Market Conduct Examination

of

Health Insurance Innovations, Inc.

(Org. No. 118438)

Regulatory Settlement Agreement

SUBSCRIBING JURISDICTION ADOPTION

On behalf of _____________________________________ [Insert Name of Insurance Regulatory Agency], I ________________________________________ [Insert Name of Official Signing Below], have received, reviewed and do hereby adopt, agree to and approve that certain Regulatory Settlement Agreement executed by _____________ on the ___ day of ________________, 20____.

Please provide the following information as to how your jurisdiction’s allocation of the Multistate Payment should be made from Company.

Upon completion, please return this form to: