Agency Agreement



 EXHIBIT 10.12(b) 
  

					
		 	[*]	  	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.

 Agency Agreement 

Between 
 Omega General Insurance
Company 
 36 King Street East, Suite 500 

Toronto, Ontario M5C 1E5 

hereinafter called “The Company” 

And 
 Vetinsurance Brokers Canada
Inc. 
 PO Box 34538, 1268 Marine Drive 

North Vancouver, British Columbia V7P 1T2 

hereinafter called “The Broker” 

ARTICLE I 
 Appointment 

Whereas The Company and American Pet Insurance Co. have entered into a separate Fronting and Administration Agreement (“FAA”) effective
January 1, 2010, The Company hereby appoints the Broker, subject to all the terms and conditions herein, all of the insurance laws and other laws applicable to insurance companies and insurance brokers of each province and territory of Canada
(“Provincial Insurance Laws”) and to any limitations, underwriting rules and procedural instructions issued by The Company. It is understood and agreed that this appointment is solely for the purpose of selling policies of insurance as
contemplated under the FAA and other related insurance as may be mutually agreed by the parties to this agreement, The Broker shall not hold itself out as having the power to bind or obligate The Company in any manner whatsoever except for the
purpose set out herein. 
 The Broker has read and fully understands the contents, terms, conditions and covenants of the FAA and agrees to be bound by FAA
as it relates to the Broker and the business of the Broker. 
 ARTICLE II 

Accounts 
 1. The Broker agrees to submit to The Company
monthly statements in the required format, reporting all policies in numerical order; a record of all premiums due; and such other reports as 







 
The Company may reasonably request pertaining to its business in force or expired. The Broker shall forward statements due to The Company no later than 15 calendar days following the end of each
month in which the business is recorded at its offices. If no sale is made during the month, a “Nil” report must be submitted. Commissions and other remuneration shall be determined by agreement and may be subject to change from time to
time. The initial commission is set out in the attached Exhibit 1. 
 2. All monies received or collected by the Broker on behalf of The Company, less
The Broker’s commissions, and any other amounts agreed to herein shall be the property of The Company, and shall be held by The Broker in trust for The Company. The Broker shall not use the funds or apply them for other purposes, except as
contained in this agreement, unless otherwise approved by The Company in writing. 
 ARTICLE III 

Records 
 1. All records of The Broker pertaining to the
business of The Company shall be open to inspection by The Company at any reasonable time for the purpose of determining any fact related to money due The Company, or the status of business placed with The Company by The Broker. Except for forms,
manuals, advertising and other materials that may be supplied to The Broker by The Company at its option and in the ordinary course of business, The Broker shall bear all the cost and expense of operating its business. 

2. Ownership, use and control of all customer lists and records shall remain the property of The Broker and shall not be used by The Company without the
express written permission of The Broker, except to the extent required by law. 
 ARTICLE IV 

Sub Agents 
 The Broker shall have the sole responsibility
of appointing or removing other agencies, brokers and producers with respect to the business contemplated under the FAA. The Company reserves the right to require that any such appointments be cancelled with or without cause on 30 days notice and
The Company shall be relieved of all liability hereunder. Any sub agents or affiliated agents will be expected to confirm their agreement to the terms and conditions of this Agreement. 

ARTICLE V 
 Termination 

1. It is expressly understood and agreed that The Company and The Broker have mutually agreed to the premiums and coverages assigned to the business
contemplated under the FAA and that neither party has the authority to change the premium or coverage terms. 







 2. This Appointment may be terminated by giving 60 days prior written notice, or in accordance with the
termination provisions of the FAA. Upon termination by either party The Broker shall return to The Company all documents and supplies in their possession, if any, along with any monies due to The Company. 

ARTICLE VI 
 Administration 

1. The Broker, after deducting The Broker’s agreed commission as compensation, will remit all premiums to The Company by the 30th day of the month
following the month in which the transactions are recorded at its offices. 
 2. The Company located at Suite 500, 36 King Street East, Toronto, Ontario M5C
1E5 will receive all premiums from The Broker, and will validate and process all entries of premium as required herein. 
 ARTICLE VII 

Service of Suit 
 The Broker may not accept service of
legal process issued against The Company in respect of any of the business hereunder. 
 ARTICLE VIII 

Indemnity 
 I. It is expressly understood and agreed that
in order to comply with the Provincial Insurance Laws, The Broker, and any sub agents or brokers representing the business under this agreement when required by law or regulation, shall be in possession of a valid Insurance License appointment in
each Province or Territory of Canada where it solicits business as the case may be. Also, the Broker shall indemnify and hold The Company harmless against liability to policy or certificate holders caused solely by acts or omissions of negligence or
fraud by The Broker in processing authorized business for The Company. 
 2. The Company shall hold The Broker harmless from any civil liability resulting
from The Company’s acts or omissions in services performed under this Agreement. Such indemnification shall include reasonable legal fees incurred in connection with the investigation or defense against any claim. Upon receiving notice of any
claim that could be covered by this section, The Broker shall notify The Company within 5 working days. 
 ARTICLE IX 

Arbitration 
 I. In the event that any dispute arises
between the parties signatory to this agreement, whether such dispute arises during or after the term of this agreement, and as a precedent to any right of 







 
action hereunder a meeting will be held between representatives of each of the parties with decision making authority to settle the dispute. At the meeting the parties will attempt in good faith
to negotiate an informal resolution of the dispute. If the dispute is not resolved through negotiation within 10 Business Days the parties hereby agree to submit their dispute to Arbitration. Upon the written request of either party to the dispute
the parties shall select an arbitrator from among persons with not less than 10 years experience in the insurance or reinsurance business, as persons engaged in the industry itself or as lawyers or other professional advisors, or as otherwise agreed
by the parties. If the parties are unable to agree on an arbitrator within 30 days after receipt of written notice from the other party requesting it to do so then either party may proceed pursuant to the Arbitration Act, 1991 (Ontario) to have an
arbitrator appointed. 
 2. The arbitrator shall interpret this agreement as an honourable engagement and not as a legal obligation; they are relieved of
all judicial formalities and may abstain from following the strict rules of law, and they shall make their award with a view to effecting the general purpose of this agreement in a reasonable manner rather than in accordance with a literal
interpretation of the language. Each party shall submit its case to the arbitrator within 30 days of the appointment of the arbitrator. 
 3. The
arbitrator, so far as is permissible under the law and practice of the place of arbitration, shall have power to fix all procedural rules for the holding of the arbitration including discretionary power to make orders as to any matters which it may
consider proper in the circumstances of the case with regard to pleadings, discovery, inspection of the documents, examination of witnesses and any other matter whatsoever relating to the conduct of the arbitration and may receive and act upon such
evidence whether oral or written strictly admissible or not as it shall in its discretion think fit. 
 4. The decision in writing of the arbitrator shall
be final and binding on both parties. Judgement may be entered upon the final decision of the arbitrator in any court in Canada having jurisdiction. The arbitrator shall determine who pays the expense of the arbitration. The arbitration will take
place in Toronto, Ontario, Canada, or such other venue in Ontario, Canada as determined by the arbitrator. 
 Signed and accepted by the parties to this
agreement. 
  

					
	For – Omega General Insurance Company
		 	By:    	 	Philip H. Cook CEO
	
	 /s/ Philip H. Cook










	
	For – Vetinsurance Brokers Canada Inc.
	   By:

	
	 /s/ Howard E. Rubin









 EXHIBIT 1 – Commissions 

Regular Commission: [*] 
 Profit
Commission: to be paid to The Broker annually by The Company based on the performance of the business for each calendar year, such payment to be made no later than 90 days following the end of the year in which the profit commission is earned.

 The profit commission shall be equal to 100% of the net profit generated by the business. Net profit for the purpose of this calculation is defined as
follows - the gross premium charged to the policyholder, minus the regular commission paid to The Broker, minus premium tax incurred by The Company, minus the stop loss reinsurance premium paid to American Pet Insurance Co, minus claims incurred by
The Company (including paid claims plus outstanding claims) minus [*]. 
 Where the net profit for any given year is negative, The Broker will not be
eligible for a profit commission for that year. 
 Each calendar year calculation of the profit commission will be updated annually thereafter (and adjusted
accordingly) until its third anniversary, when the calculation made at that time will be considered “final” unless an extension is agreed between the parties. 

*Confidential Treatment Requested. 

  
 6 








 ADDENDUM #1 TO AGENCY AGREEMENT 

WHEREAS Omega General Insurance Company (“The Company”) and Vetinsurance Brokers Inc. (“The Broker”) entered into an Agency
Agreement effective January 1, 2010; 
 AND WHEREAS The Company and The Broker now desire to further amend the Agency Agreement to take effect
as of January 1, 2011; 
 In consideration of the covenants and agreements contained herein and for other good and valuable consideration, receipt and
sufficiency of which is acknowledged, the parties agree as follows: 
 Amendment of Exhibit 1 

Exhibit 1 of the Agency Agreement is hereby deleted in its entirety, and the following shall be substituted in its place: 

EXHIBIT 1 – Commissions 
 Regular
Commission: [*] 
 Profit Commission: to be paid to The Broker annually by The Company based on the performance of the business for each
calendar year, such payment to be made no later than 90 days following the end of the year in which the profit commission is earned. 
 The profit
commission shall be equal to 100% of the net profit generated by the business. Net profit for the purpose of this calculation is defined as follows - the gross premium charged to the policyholder, minus the regular commission paid to The Broker,
minus premium tax incurred by The Company, minus the stop loss reinsurance premium paid to American Pet Insurance Co, minus claims incurred by The Company (including paid claims plus outstanding claims) minus [*]. 

Where the net profit for any given year is negative, The Broker will not be eligible for a profit commission for that year. 

Each calendar year calculation of the profit commission will be updated annually thereafter (and adjusted accordingly) until its third anniversary, when the
calculation made at that time will be considered “final” unless an extension is agreed between the parties. 
 Signed and accepted by the parties
to this agreement. Dated this 21st day of January, 2011. 
  

	
	For – Omega General Insurance Company
	
	 /s/ Philip H. Cook

	
	For – Vetinsurance Brokers Canada Inc.
	
	 /s/ Howard E. Rubin



  
 *Confidential
Treatment Requested. 








 ADDENDUM #2 TO AGENCY AGREEMENT 

WHEREAS Omega General Insurance Company (“The Company”) and Vetinsurance Brokers Inc. (“The Broker”) entered into an Agency
Agreement effective January 1, 2010; 
 AND WHEREAS The Company and The Broker now desire to further amend the Agency Agreement to take effect
as of January 1, 2011; 
 In consideration of the covenants and agreements contained herein and for other good and valuable consideration, receipt and
sufficiency of which is acknowledged, the parties agree as follows: 
 Amendment of Exhibit 1 

Exhibit 1 of the Agency Agreement is hereby deleted in its entirety, and the following shall be substituted in its place: 

EXHIBIT 1 – Commissions 
 Regular
Commission: [*] 
 Profit Commission: to be paid to The Broker annually by The Company based on the performance of the business for each
calendar year, such payment to be made no later than 90 days following the end of the year in which the profit commission is earned. 
 The profit
commission shall be equal to 100% of the net profit generated by the business. Net profit for the purpose of this calculation is defined as follows - the gross premium charged to the policyholder, minus the regular commission paid to The Broker,
minus premium tax incurred by The Company, minus the stop loss reinsurance premium paid to American Pet Insurance Co, minus claims incurred by The Company (including paid claims plus outstanding claims) minus [*]. 

Where the net profit for any given year is negative, The Broker will not be eligible for a profit commission for that year. 

Each calendar year calculation of the profit commission will be updated annually thereafter (and adjusted accordingly) until its third anniversary, when the
calculation made at that time will be considered “final” unless an extension is agreed between the parties. 
 Signed and accepted by the parties
to this agreement. Dated this 1st day of November, 2011. 
  

	
	For – Omega General Insurance Company
	
	 /s/ Philip H. Cook

	
	For – Vetinsurance Brokers Canada Inc.
	
	 /s/ Howard E. Rubin



  
 *Confidential
Treatment Requested. 








 ADDENDUM #3 TO AGENCY AGREEMENT 

WHEREAS Omega General Insurance Company (“The Company”) and Vetinsurance Brokers Inc. (“The Broker”) entered into an Agency
Agreement effective January 1, 2010; 
 AND WHEREAS The Company and The Broker now desire to further amend the Agency Agreement to take effect
as of January 1, 2012; 
 In consideration of the covenants and agreements contained herein and for other good and valuable consideration, receipt and
sufficiency of which is acknowledged, the parties agree as follows: 
 Amendment of Exhibit 1 

Exhibit 1 of the Agency Agreement is hereby deleted in its entirety, and the following shall be substituted in its place: 

EXHIBIT 1 – Commissions 
 Regular
Commission: [*] 
 Profit Commission: to be paid to The Broker annually by The Company based on the performance of the business for each calendar
year, such payment to be made no later than 90 days following the end of the year in which the profit commission is earned. 
 The profit commission shall
be equal to 100% of the net profit generated by the business. Net profit for the purpose of this calculation is defined as follows - the gross premium charged to the policyholder, minus the regular commission paid to The Broker, minus premium tax
incurred by The Company, minus the stop loss reinsurance premium paid to American Pet Insurance Co, minus claims incurred by The Company (including paid claims plus outstanding claims) minus [*]. 

Where the net profit for any given year is negative, The Broker will not be eligible for a profit commission for that year. 

Each calendar year calculation of the profit commission will be updated annually thereafter (and adjusted accordingly) until its third anniversary, when the
calculation made at that time will be considered “final” unless an extension is agreed between the parties. 
 Signed and accepted by the parties
to this agreement. Dated this 12th day of January, 2012. 
  

	
	For – Omega General Insurance Company
	
	 /s/ Philip H. Cook

	
	For – Vetinsurance Brokers Canada Inc.
	
	 /s/ Barry Johnson



  
 *Confidential
Treatment Requested. 








 ADDENDUM #4 TO AGENCY AGREEMENT 

WHEREAS Omega General Insurance Company (“The Company”) and Vetinsurance Brokers Inc. (“The Broker”) entered into an Agency
Agreement effective January 1, 2010; 
 AND WHEREAS The Company and The Broker now desire to further amend the Agency Agreement to take effect
as of July 1, 2012; 
 In consideration of the covenants and agreements contained herein and for other good and valuable consideration, receipt and
sufficiency of which is acknowledged, the parties agree as follows: 
 Amendment of Exhibit 1 

Exhibit 1 of the Agency Agreement is hereby deleted in its entirety, and the following shall be substituted in its place: 

EXHIBIT 1 – Commissions 
 Regular
Commission: [*] 
 Profit Commission: to be paid to The Broker annually by The Company based on the performance of the business for each calendar
year, such payment to be made no later than 90 days following the end of the year in which the profit commission is earned. 
 The profit commission shall
be equal to 100% of the net profit generated by the business. Net profit for the purpose of this calculation is defined as follows - the gross premium charged to the policyholder, minus the regular commission paid to The Broker, minus premium tax
incurred by The Company, minus the stop loss reinsurance premium paid to American Pet Insurance Co, minus claims incurred by The Company (including paid claims plus outstanding claims) minus [*]. 

Where the net profit for any given year is negative, The Broker will not be eligible for a profit commission for that year. 

Each calendar year calculation of the profit commission will be updated annually thereafter (and adjusted accordingly) until its third anniversary, when the
calculation made at that time will be considered “final” unless an extension is agreed between the parties. 
 Signed and accepted by the parties
to this agreement. Dated this 19th day of December, 2012. 
  

	
	For – Omega General Insurance Company
	
	 /s/ Philip H. Cook

	
	For – Vetinsurance Brokers Canada Inc.
	
	 /s/ Howard E. Rubin



  
 *Confidential
Treatment Requested.