ABRIDGED AGENT AGREEMENT FOR REFERRALS ONLY (“the Agreement”) Between IMAGINE FINANCIAL LTD. 460 Richmond Street West, Suite 100, Toronto, ON M5V 1Y1

(“Imagine”) AND Name: ________________________________________________ Street Address: _________________________________________ City, Prov, Postal: _______________________________________ (“Agent”)

WHEREAS Imagine is a Managing General Agent (MGA) offering a full suite of life and health insurance products (“the Products”) both through agents and directly to the public, with a particular expertise in niche requirements such as special risk products and traditional products for high-risk cases; AND WHEREAS Agent is an individual, partnership or corporation which holds a valid licence to sell the Products in any jurisdictions in which it elects to do so, and also holds a valid Errors & Omissions Insurance, and wishes to refer customers to Imagine for direct sale of the Products; NOW THEREFORE in consideration of the truth of the foregoing recitals, the parties hereto agree as follows: The Agent may, at its discretion, refer customers to Imagine, to receive service directly from Imagine, in exchange for which Agent will receive a referral commission.

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Agent’s Obligations 1. Agent shall at no point represent itself as an employee of Imagine or represent the relationship between the parties as anything other than that between an independent agent and a supplier; 2. Agent shall maintain any required licencing to sell the Products in any jurisdiction for which it sends referrals, and understands that commissions are not payable for referrals in regions where Agent is not licenced; and 3. Agent shall not become involved in the sales process after the referral is made, nor make any assertions to customers on the details of the Products or Imagine’s services, without first signing a complete Agent agreement.

Imagine’s Obligations 1. Imagine shall provide service to customers referred from Agent; and 2. Imagine shall provide the same quality of service, during the same hours, to Agent’s customers as to Imagine’s own direct client base, and make best efforts to ensure that customers receive a product and/or service appropriate to each customer’s needs.

Indemnification Agent shall indemnify and hold Imagine harmless from any claims, liabilities, damages, demands, suits, actions, losses, or expenses (including legal fees) arising from Agent’s performance, purported performance, or nonperformance of its obligations related to any of the Products sold to Agent’s customers. In particular, Imagine shall not be held liable for Agent’s description or representation of the Products, nor for any activities undertaken by Agent which fall outside the scope of this Agreement. Imagine shall indemnify and hold Agent harmless from any claims, liabilities, damages, demands, suits, actions, losses, or expenses (including legal fees) arising from Imagine’s performance, purported performance, or nonperformance of its obligations related to any of the Products sold to Agent’s customers. Agent understands that this indemnity applies only if Agent provides appropriate cooperation in resolving the issue.

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Confidentiality The parties acknowledge that they operate in an industry in which the privacy of personal information, as well as the confidentiality of corporate information, is a prominent issue. Both parties certify that they are compliant with all applicable federal and provincial legislation and nonlegislated regulations pertaining to the privacy of personal information. Imagine certifies that all personal information provided by Agent pertaining to any of Agent’s customers will be used for the sole purpose of contacting the customer, selling and providing service on the Products, and will be shared only with those parties necessary to complete such functions (for example the insurers, Managing General Underwriters, and/or claims and assistance companies associated with the product[s] purchased). In the event that Imagine must divulge personal information regarding a customer to Agent, Agent acknowledges that it will use that information only for the purpose explained at the time that the information is divulged. Both parties shall closely safeguard any business information about the other party. Such information shall not be disclosed at any time without the other party’s explicit consent.

Use of Trade-Marks Imagine encourages Agent to promote itself as a provider of Imagine’s products, however, all such promotion must first be approved by Imagine to ensure compliance with branding guidelines and industry regulations. Agent understands that it must consult Imagine for approval before using the names or logos of Imagine or any of its partner, subsidiary or affiliate companies. Imagine understands that it must also consult Agent for approval before using the names or logos of Agent.

Commissions & Payment Imagine shall pay commissions to Agent based on a standard referral rate of 5%. For products subject to renewal, such as life or extended health insurance, the referral commission is payable on first-year premiums only. In very rare cases, Imagine’s total commission on a given product may be unusually low. If Imagine’s total commission is less than 15%, Imagine retains the right to lower the referral commission on that sale. Commissions shall be calculated and paid by Imagine on a monthly basis. As Imagine is an MGA representing several insurers with different procedures, it is understood that commissions for different products may not be paid in a uniform manner; for example some are based on sale date whereas others are based on effective : 1-888-386-8888

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date. Agent may contact Imagine at any time to inquire as to whether any special procedures apply to any particular product. All commissions are payable in the lawful currency of Canada (the “Canadian dollar” or “CAD”). In the event that a transaction occurred in a foreign currency, the CAD equivalent shall be calculated based on the exchange rate received by Imagine through its banking relationship at the time of receipt of its commission from the applicable insurer for the applicable period. In the event that a policy is cancelled, in whole or in part, and commission has already been paid to Agent, Agent accepts responsibility for repayment of any excess commission paid by Imagine. This amount may be deducted from Agent’s future commission payments or Imagine may require direct repayment, at Imagine’s discretion.

Term and Termination This Agreement shall take effect immediately and continue indefinitely. Either party may cancel the Agreement at any time with 30 days’ notice to the other party. This Agreement shall terminate immediately upon notification by either party, if the other party defaults on its obligations under this Agreement, and the non-defaulting party is of the opinion that termination is the only appropriate recourse. This Agreement shall terminate immediately if it is found to be unlawful or non-compliant with industry regulation. Such termination shall not occur if the parties agree to an amendment that would render the Agreement lawful and compliant without sacrificing the primary intent of the Agreement.

Governing Laws This Agreement shall be governed by and construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties irrevocably attorn to and submit to the jurisdiction of the Courts of the Province of Ontario at Toronto with respect to any matter arising under or relating to this Agreement.

Assignment Neither party may assign its rights or interests under this Agreement without the consent of the other party. Such consent shall not be unreasonably withheld, provided that the assignment does not materially jeopardize the nature, intent, or enforceability of this Agreement.

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IN WITNESS WHEREOF the parties have executed this Agreement to become effective on __________________. Imagine Financial Ltd.

Agent

Per: _____________________

Per: _________________

Name: ___________________

Name: _______________

Title: ____________________

Title: ________________

If Agent is a corporation, individual guarantor: I understand that I am responsible for any outstanding debts or obligations in the event that Agent defaults on such debts or obligations. Per: _____________________ Name: ___________________

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