Exhibit
10.4


 


MORTGAGE
BROKERAGE AFFILIATION AGREEMENT


 


THIS
AGREEMENT is made effective on the ____ day of ____,


 


BETWEEN:


 


2487269
ONTARIO LIMITED (o/a Capital Lending Centre(s)), an Ontario corporation with its registered office at 200-111 Gordon Baker Road,
North York, Ontario, M2H 3R1


 


(the
“Company”)


 


-
and -


 


[*]







 


(the
“Affiliate Broker”)


 


	1.	BACKGROUND



 


	1.1.	The
                                            Affiliate Broker is a licensed mortgage broker and carries on a mortgage brokerage business
                                            from the Affiliate Broker office(s) listed on all Schedules, “A” to “C”,
                                            inclusive, form a necessary part of this Agreement. Schedule “A” pertains to
                                            the premises. Schedule “B” pertains to systems and technology licenced as part
                                            of this Agreement. Schedule “C” pertains to an intellectual property licence
                                            for use of a trade-mark. Schedule “D” pertains to additional resources and infrastructure
                                            licenced as part of this Agreement.



 


	1.2.	The
                                            Company and the Affiliate Broker have agreed to enter into an affiliation relationship with
                                            the intention of jointly marketing mortgage brokerage and other financial services as affiliated
                                            entities on the terms and subject to the conditions of this Agreement.



 


	2.	AFFILIATE
                                            BROKER APPOINTMENT



 


	2.1.	Upon
                                            the terms and conditions of this Agreement, the Company hereby appoints the Affiliate Broker
                                            as, and the Affiliate Broker hereby accepts appointment as, an Affiliate of Capital Lending
                                            Centre and a member of the Capital Lending Centre Affiliate Broker Network.



 


	2.2.	This
                                            Agreement will commence on the date set out on herein and will continue for a term of 0 years,
                                            subject to renewal in accordance with s. 13, and subject to termination in accordance with
                                            s. 14.



 






    	 



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	3.	MATCHING
                                            OF SKILLS AND CO-BROKERAGE






 


	3.1.	Upon
                                            the terms and conditions of this Agreement, the Company and the Affiliate Broker may act
                                            as co- brokers in connection with any Mortgage Transaction generated by the Affiliate Broker
                                            by jointly marketing mortgage brokerage and other financial services to customers and by
                                            jointly arranging real estate financing and insurance coverage etc. on behalf of such customers.



 


	4.	AFFILIATE
                                            BROKER’S SHARE OF COMMISSIONS



 


	4.1.	Affiliate
                                            Broker will pay the Company 6% as royalty on all funded transactions as deducted from gross
                                            commissions as well as a $150.00 monthly fee per agent under the auspices of the Broker and
                                            a $350.00 - $500.00 underwriting fee, if applicable, per transactional file.



 


	4.2.	For
                                            purposes of this Agreement, “Mortgage Transaction” means any transaction whereby
                                            a lender grants a loan to a borrower who in turn provides a mortgage over real property,
                                            where the Affiliate Broker has acted as the mortgage broker for the borrower. Payments will
                                            be made to the Affiliate Broker semi- monthly.



 


	5.	PERMITTED
                                            DEDUCTIONS



 


	5.1.	The
                                            Company may deduct from the amounts payable to the Affiliate Broker under section 4.01, the
                                            Affiliate Broker’s share of any amounts paid by the Company for the benefit of the
                                            Affiliate Broker. Without limiting the generality of the nature of third-party or ordinary
                                            business expenses for which a deduction may be made, the following are specifically itemized:
                                            any credit reporting agency fee, advertising expenses, governmental registration, filing,
                                            membership or other fees, errors and omissions insurance premiums, rent, appraisal fees,
                                            utilities, property insurance, yellow page advertising and telephone charges.



 


	6.	MORTGAGE
                                            COMMISSION ADJUSTMENTS



 


	6.1.	If
                                            at any time all or any part of the commissions previously paid by the Company to the Affiliate
                                            Broker are required to be repaid by the Company to a lender in connection with a Mortgage
                                            Transaction, the amount of such repayment will, at the option of the Company, either be deducted
                                            by the Company from any subsequent commissions payable pursuant to this Agreement, or be
                                            paid to the Company by the Affiliate Broker within 5 business days of receipt of demand for
                                            repayment from the Company.



 


	7.	NON-EXCLUSIVITY
                                            AND RELATIONSHIP OF PARTIES



 


	7.1.	It
                                            is understood and agreed that:



 


		(a)	the
                                            Affiliate Broker will not be afforded any exclusive rights in any geographical territory
                                            and, therefore, the Company may, at its sole discretion:



 


(i)
establish or operate its own mortgage brokerage business for its own and sole account notwithstanding that such business may be located
in close proximity to the Premises and that such business solicits the same persons who might otherwise obtain financial services from
persons who might otherwise obtain financial services from the Affiliate Broker; and/or




 









    	 



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(ii)
appoint other mortgage brokers as affiliated mortgage brokers and members of the Company’s affiliate broker network for the
sole account of such other affiliate broker notwithstanding that such other affiliated mortgage broker may be located in close proximity
to the Premises and that such business solicits the same persons who might otherwise obtain financial services from persons who might
otherwise obtain financial services from the Affiliate Broker;




 


		(b)	subject
                                            always to the provisions of Section 12, the Affiliate Broker will not be permitted to carry
                                            on the business of a mortgage broker for its own account except as a mortgage broker affiliated
                                            to the Company pursuant to the terms and conditions of this Agreement;



 


		(c)	otherwise
                                            develop, lease, license or otherwise use its business know-how and property including all
                                            Intellectual Property for its own benefit and including in relation to any business venture
                                            including, without limitation, mortgage and insurance brokerage and other financial services.
                                            The Company will have the absolute right to commence, continue, expand, diminish or cease
                                            to carry on any business or undertakings whatsoever and to engage in undertakings separate
                                            and apart from those relating to affiliation and co-brokership relationship provided for
                                            in this Agreement without any accountability to the Affiliate even if such business or undertaking
                                            competes with the business from time to time of the Affiliate Broker. The provisions of this
                                            Agreement will not in any way impose upon the Company a fiduciary or any other duty by reason
                                            of its carrying on its separate business and undertakings and the Affiliate Broker will not,
                                            by reason of this Agreement, have any interest in any other property owned by the Company
                                            or in any other undertaking of the Company;



 


		(d)	the
                                            Affiliate Broker will operate its mortgage brokerage business as an independent business.
                                            Neither the Affiliate Broker nor any guarantor, principal, employee, contractor or agent
                                            of the Affiliate Broker be deemed to be an employee, franchisee, co-venturer or partner of,
                                            the Company or a supplier or recipient of goods or services from the Company and nothing
                                            in this Agreement will be construed so as to make him, her or it an employee, franchisee,
                                            co-venturer or partner of, the Company or a supplier or recipient of goods or services from
                                            the Company. Without limiting the generality of the foregoing, the Affiliate Broker will
                                            not have authority to act for or to assume any obligation or responsibility on behalf of
                                            the Company except as may be, from time to time, agreed upon in writing between the parties
                                            or as otherwise expressly provided for herein.



 






    	 



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All
written or electronic media used by the Affiliate Broker including, without limitation, all stationery and letterhead, business cards,
envelopes, Internet and website postings will clearly indicate that the Affiliate Broker is independently owned and operated and will
not in any manner suggest or indicate that the Affiliate Broker or any person, firm or corporation associated with it is an employee,
franchisee, co-venturer or partner of, the Company.


 


	8.	COVENANTS



 


	8.1.	Affiliate
                                            Broker: Without limiting the generality of section 7, the Affiliate Broker will at all times
                                            during the currency of this Agreement:



 


		(a)	comply
                                            with, and ensure that all of its principals, employees, contractors and agents comply with,
                                            all applicable laws including all regulatory requirements under the auspices of the Financial
                                            Services Commission of Ontario, rules, regulations, orders and codes of any authority
                                            having jurisdiction over the affairs of the Company, the Affiliate Broker and all of the
                                            Affiliate Broker’s principals, employees, contractors and agents including, without
                                            limitation, those prescribed by the Mortgage Brokers Act or any similar legislation
                                            in effect in the province in which the Affiliate Broker carries on business;



 


		(b)	carry
                                            on its mortgage brokerage business as an affiliate of the Company honestly, in good faith
                                            and in the best interests of the Company, and the Company’s mortgage brokerage business
                                            and the affiliate broker network, exercising the degree of care, diligence and skill that
                                            a reasonably prudent mortgage broker would exercise in comparable circumstances;



 


		(c)	be
                                            duly qualified and licensed, and ensure that all of its principals, employees, contractors
                                            and agents are duly qualified and licenced under the Broker’s licence as the principal
                                            broker, under the laws of the applicable province, including as prescribed by the Superintendent
                                            of Financial Institutions or any similar officer or official, as a mortgage broker or sub-mortgage
                                            broker and will , at all times, maintain, and ensure that all of its principals, employees,
                                            contractors and agents will , at all times, maintain, their licensing in good standing with
                                            the Superintendent or such other office;



 


		(d)	promptly
                                            notify the Company of any potential, threatened or actual complaint, inquiry, hearing, suit
                                            or investigation in respect of the Affiliate Broker or its mortgage brokerage business including,
                                            without limitation, in respect of its principals, employees, contractors and agents;



 








		(e)	take
    out and keep in full force and effect throughout the term of this Agreement and any renewal thereof, such insurance coverage as may
    be required, pursuant to the lease(s) or sublease(s) for the Affiliate Broker’s business premises and as the Company may from
    time to time require including, without limitation, fire and extended coverage insurance, business interruption insurance, errors
    and omissions insurance with a minimum liability coverage of $2,000,000 for each occurrence and commercial general liability and
    indemnity insurance, and/or in such amounts as the Company may from time to time require, fully protecting as named insured the Company,
    Company’s specified affiliates or related companies, and the Affiliate Broker against loss or damage occurring in connection
    with the operation of the Affiliate Broker’s mortgage brokerage business. All costs in connection with the placing and maintaining
    of such insurance will be borne solely by the Affiliate Broker. *




 


*See
Schedule E


 


(i)
all policies of insurance will be in such form and amounts as is acceptable to the Company and contain a clause that the insurer will
not cancel or change or refuse to renew the insurance without first giving to the Company 30 days prior written notice;


 






    	 



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(ii)
all policies of insurance will name the Company and the Company’s specific affiliates or related companies as an additional
named insured;


 


(iii)
copies of all policies or certificates of insurance and any renewals thereof, will be delivered promptly to the Company by the Affiliate
Broker from time throughout the term of this Agreement and renewal thereof;


 


(iv)
maintain all errors and omissions insurance under the name of the Broker; and


 


(v)
if the Affiliate Broker fails to take out or keep in force any insurance as provided for above, and should the Affiliate Broker not
rectify such failure within 48 hours after written notice is given to the Affiliate Broker by the Company, the Company may, without assuming
any obligation in connection therewith, to effect such insurance at the sole cost of the Affiliate Broker and all outlays by the Company
will be immediately paid by the Affiliate Broker to the Company on the first day of the next month following such payment by the Company,
together with an administrative fee of 15% of all costs incurred by the Company, without prejudice to any other rights and remedies of
the Company under this Agreement.


 


		(f)	the
                                            Affiliate Broker will promptly pay when due all taxes levied, imposed or assessed by any
                                            federal, provincial or local tax authority, including without limitation, any and all business
                                            transfer, multi-stage, goods and services, sales, use, environmental, consumption and value-added
                                            taxes; and



 






    	 



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		(g)	if
                                            and to the extent that the Affiliate Broker receives any monies on account of mortgage commissions,
                                            the Affiliate Broker will hold such monies as trustee and fiduciary of the Company and will
                                            pay such monies without any deductions or set-off to the Company forthwith after the Affiliate
                                            Broker’s receipt of the same,



 


provided,
always, that the Affiliate Broker will have the sole discretion regarding the setting of the amount of any commission to be paid to the
Company by the borrower, the covenantor, the guarantor or any other party to a Mortgage Transaction (other than a lender or an insurer)
generated by the Affiliate Broker.


 


	8.2.	The
                                            Company will at all times during the currency of this Agreement:



 


		(a)	Permit
                                            use and access by the Broker to infrastructure and resources, namely:



 


(i)
Use of underwriters as required; under the current SLA which includes but not limited to: Deal Consultation: assisting and determine
what mortgage solutions and products could best serve the specific situation presented by the agent.




 


Lender
Submission: Preparing file for submission and approval to mortgage lender


 


Approval
Package: Preparing and sending approval package inclusive of; Regulatory documents, conditions review and update, electronic package
for signatures


 


Condition
Fulfilment: Documents collection, review and submission to lender to satisfy all required conditions


 


Regular
Updates: Communicating with agent and client as required and to the standards of our SLA


 


Workflow
management: Moving file through pre-designed workflow which triggers automation and communication to all stakeholders in the transaction


 


Compliance/Payroll:
Competing FSRA compliance file and submitting to head office for payroll processing.


 


(ii)
Use of data analytics teams, as required; portfolio analysis and opportunity discovery when available




 


(iii)
Use of information technology including, Purview, Filogix/DOS, ALFRED, Salesforce, G-Suite, Extensions as stated at Schedule “B”;




 


(iv)
Use of CRM and follow-up marketing tools; centrally managed marketing to various segments of mortgage agent database. Data segmentation
into 4 categories. Minimum of 3 specific communications to each segmentation per quarter




 


(v)
Use of lender relationships; Network submission agent included




 






    	 



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(vi)
Use of resources such as Equifax through CLC Network;




 


(vii)
Use of payroll tools; central management of Payroll by CLC Network




 


(viii)
Use of training resources, including but not limited too: Onboarding, CLC Success Path, 2 hours of weekly market and sales training,
coaching, access to digital database (KNOWLEDGE), monthly department and tools training, all recorded sessions. Minimum 30 hours per
month in live training.




 


(ix)
Use of any future tools or technologies at the Company’s sole discretion.




 


(x)
Corporate fundraising and Networking events: minimum of 4 events per year




 


	9.	INTELLECTUAL
                                            PROPERTY AND TRADEMARKS



 


	9.1.	For
                                            the purposes of this Agreement, “Intellectual Property” means any and all intellectual
                                            property of the Company used in connection with the Company’s Mortgage Brokerage Business
                                            and its Meridian affiliate broker network including, without limitation, the Company’s
                                            business know-how (including the structure of the affiliation relationship between the Company
                                            and members of its affiliate broker network), and the Trade Marks. The Affiliate Broker covenants,
                                            promises and agrees as follows in respect of its use of the Intellectual Property and other
                                            intangible rights and property of the Company:



 


		(a)	in
                                            consideration of the mutual covenants contained herein, the Affiliate Broker may use on a
                                            non- exclusive basis, and the Company hereby grants a non-exclusive licence to use, the Intellectual
                                            Property (including such trademarks, trade names, other commercial symbols and logos, including
                                            the name “Meridian”, which may be designated by the Company from time to time,
                                            all of which are referred to in this agreement as the “Trademarks”). Without
                                            limiting the foregoing, the Affiliate Broker covenants and agrees as follows:



 


(i)
that the Affiliate Broker will not use the Intellectual Property or any variations thereof as any part of its corporate, firm or business
name or for any other purposes, save and except in accordance with the terms and conditions of this Agreement or as may otherwise be
specifically authorized by the Company in writing as a licence as detailed herein at Schedule “C”;


 


(ii)
the Affiliate Broker will immediately notify the Company of any infringement of or challenge to the Affiliate Broker’s use of
any of the Intellectual Property and the Company will have the sole discretion to take such action as it deems appropriate. If it becomes
advisable at any time in the sole discretion of the Company for the Affiliate Broker to modify or discontinue the use of any of the Intellectual
Property or use one or more additional or substitute trade names or trademarks, the Affiliate Broker agrees to do so at its sole cost
and expense;


 







    	 



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(iii)
The Affiliate Broker shall employ use of its trade-marks and other intellectual property in conjunction with the Comp[any’s
trade-marks as long as the font employed and all script are of the same size; and


 


(iv)
The Affiliate Broker may use one company website for use under this Agreement and eacg authorized individual agent operating under
the auspices of the Affiliate Broker may have an individualized website, linked to the Affiliate Broker’s website.


 


		(b)	all
                                            right, title or interest in or to any of the Intellectual Property will remain the sole property
                                            of the Company. Neither this Agreement nor the operation of the Affiliate Broker’s
                                            Mortgage Brokerage Business will in any way give or be deemed to give to the Affiliate Broker
                                            any interest in the Intellectual Property except for the right to use the Intellectual Property
                                            in the operation of the Affiliate Broker’s mortgage brokerage business and in accordance
                                            with the terms and conditions of this Agreement. The Affiliate Broker will not use the Intellectual
                                            Property in any manner calculated to represent that it is the owner of the Intellectual Property.
                                            Neither during the currency of this Agreement nor at any time after its termination, will
                                            the Affiliate Broker, either directly or indirectly, dispute or contest the ownership, validity
                                            or enforceability of the Intellectual Property, attempt any registration thereof, or attempt
                                            to dilute the value of any goodwill attaching to the Intellectual Property and any goodwill
                                            associated with the Intellectual Property will enure exclusively to the benefit of the Company;



 


		(c)	the
                                            Affiliate Broker will use the Intellectual Property in such a manner so as to maintain and
                                            promote the goodwill associated with the Intellectual Property, and so as to protect and
                                            preserve the Company’s rights in and to the Intellectual Property and will not use
                                            the Intellectual Property except in connection with the conduct of its Mortgage Brokerage
                                            Business in accordance with the terms and conditions of this Agreement; and



 


		(d)	upon
                                            or after termination of this Agreement all of the Affiliate Broker’s rights to use
                                            the Intellectual Property will immediately cease. Without limiting the generality of the
                                            foregoing, the Affiliate Broker will remove and return to the Company all signs, decals or
                                            other display material marked with one or more of the Trademarks, deliver up or destroy under
                                            oath all printed materials, such as letterhead, business cards, forms, advertisements or
                                            promotional materials which use or display one or more of the Trademarks and cancel any telephone
                                            listings or other public advertising which refer to or use one or more of the Trademarks
                                            in relation to the Affiliate Broker.



 






    	 



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	10.	AFFILIATE
                                            BROKER GENERAL INDEMNITY



 


	10.1.	The
                                            Affiliate Broker will indemnify and save harmless the Company from and against any and all
                                            loss, damages, expenses, costs and deficiencies:



 


		(a)	resulting
                                            from any breach or non-fulfilment of any covenant on the part of the Affiliate Broker hereunder;



 


		(b)	in
                                            connection with any loss of life, personal injury, damage to property or any other loss or
                                            injury occasioned in whole or in part by any act or omission of the Affiliate Broker or anyone
                                            under its control; and



 


		(c)	resulting
                                            from the Affiliate Broker failing to pay any taxes, levies, assessments or payments required
                                            to be made by them including, without limitation, with respect to all income and other taxes
                                            and all payroll deductions and remittances and any and all third party suppliers;



 


any
and all claims, actions, suits, proceedings, demands, assessments, judgments, charges, penalties, costs and expenses which arise or are
made or claimed against or are suffered or incurred by the Company in respect of any of the foregoing.


 


	11.	REPORTS
                                            AND REMITTANCES



 


	11.1.	The
                                            Company will have the right, during normal business hours, to inspect or audit, or cause
                                            to be inspected or audited the financial books, records, book keeping and accounting records,
                                            documents or other materials in respect of the Affiliate Broker’s mortgage brokerage
                                            business and/or to examine and make copies of all accounting and business records and procedures
                                            upon thirty (30) notice.



 


	12.	CONFIDENTIALITY
                                            AND NON-SOLICITATION



 


	12.1.	Non-Disclosure
                                            of Confidential Information. Neither the Affiliate Broker, (where the Affiliate Broker is
                                            an individual, corporation or partnership) nor any of its officers, directors, shareholders,
                                            employees or independent contractors, partners or affiliate brokers, as the case may be,
                                            will, during or after the term of this Agreement, communicate, divulge, or use for the benefit
                                            of any other person, persons, partnership, association or corporation any confidential information,
                                            knowledge, or know how concerning the methods of operation of the System which may be communicated
                                            to the Affiliate Broker, or of which the Affiliate Broker may have knowledge, by virtue of
                                            the Affiliate Broker’s operation under the terms of this Agreement. The Affiliate Broker
                                            will divulge confidential information to its employees or independent contractors on a “need
                                            to know” basis only. The Affiliate Broker agrees that it will obtain from his spouse,
                                            and any employees designated by the Company, as a condition of and prior to acceptance of
                                            employment by the Affiliate Broker, the Company’s standard form of non-disclosure,
                                            non-solicitation and non-competition agreement. The entire contents of the Manual, and any
                                            and all other information, knowledge and know how, including, without limitation, customer
                                            information, names of lenders and suppliers, pricing and marketing information, customer
                                            lists and other records, strategic planning, instructional information, and trade secrets,
                                            specifications, office design, documents, and data relating to the techniques for, methods
                                            of, or practice in the operation of a mortgage brokerage business, which the Company designates
                                            as confidential, will be considered confidential for purposes of this Agreement (the “Confidential
                                            Property”).



 






    	 



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	12.2.	Return
                                            of Materials. Upon the request of the Company, and in any event upon the termination or expiration
                                            of this Agreement for any reason, the Affiliate Broker will immediately return to the Company
                                            any and all materials in his possession or under his control relating in any manner to the
                                            System, the mortgage brokerage business, or the Company, including all Confidential Property.



 


	12.3.	Non-Solicitation.
                                            The Affiliate Broker agrees that during the term of this Agreement and for a period of 24
                                            months following termination or expiration of this agreement for any reason, the Affiliate
                                            Broker will not for any reason, either alone or in conjunction with any individual, firm,
                                            corporation, association or other entity directly or indirectly, solicit, divert, or attempt
                                            to induce any employee, account manager, licensee, agent, representative, apprentice or trainee
                                            who at such date or in the 12 months prior thereto was employed or contracted by the Company
                                            or any licensee or franchisee of the Company to terminate such employment, contract, relationship
                                            or arrangement.



 


	13.	RENEWAL



 


	13.1.	This
                                            Agreement may be renewed by the Affiliate Broker for further terms of three (3) years commencing
                                            upon expiration of the Term upon all of the covenants, agreements, conditions and provisos
                                            contained in this Agreement, including this covenant for renewal provided that:



 


		(a)	the
                                            Affiliate Broker has, throughout the Term or any then current renewal term (as applicable):



 


(i)
complied fully and timely with all of the terms and conditions of this Agreement and any other agreement entered into between the
Company and the Affiliate Broker including, without limitation, that the Affiliate Broker will not be or have been in default of any
provision of any license for the operation of its mortgage brokerage including any such license as is required pursuant to such municipal,
provincial or federal legislation governing or regulating mortgage brokers, and is able to renew such license(s) as necessary; and


 


(ii)
complied fully and timely with the Company’s operating standards and criteria established for its mortgage brokerage business,
including, without limitation, the written directions of the Company included in the Affiliate Broker Handbook;


 






    	 



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		(b)	the
                                            Affiliate Broker has paid the Company’s then-current renewal fee, if any;



 


		(c)	the
                                            Affiliate Broker has given the Company written notice of its desire to exercise the renewal
                                            option herein provided not less than six months prior to the expiration of the Term or then
                                            current renewal term (as applicable);



 


		(d)	the
                                            Affiliate Broker has provided a full and final release to the Company of any and all claims,
                                            debts or demands of any nature or kind existing as of the date of the renewal;



 


		(e)	the
                                            Affiliate Broker will do or cause to be done all such things as the Company may reasonably
                                            require to ensure that the Affiliate Broker’s mortgage brokerage business satisfies
                                            the then current image, standards and specifications established by the Company for affiliated
                                            brokers who are members of the affiliate broker network whether or not such image, standards
                                            or specifications reflect a material change from those in effect during the initial or any
                                            prior renewal term (as applicable). Without limiting the generality of the foregoing, the
                                            Affiliate Broker will make such reasonable capital expenditures as the Company will determine
                                            in its discretion as being reasonable capital expenditures as the Company will determine
                                            in its discretion as being reasonably required in connection with the foregoing;



 


		(f)	the
                                            Affiliate Broker signs and delivers the Company’s then-current form of affiliated broker
                                            agreement, which the Affiliate Broker acknowledges and agrees may contain terms and conditions
                                            materially different from those contained in this Agreement, including financial terms; and,



 


		(g)	at
                                            least sixty (60) days prior to the expiration of the term of this Agreement, both parties
                                            mutually agree to continue the terms of this Agreement for another term. During any renewal
                                            period, the terms, conditions and provisions of this Agreement shall remain in effect unless
                                            modified by mutual consent.



 


	14.	TERMINATION



 


	14.1.	This
                                            Agreement may be terminated as follows:



 


		(a)	forthwith
                                            by either party with 30 day written notice:



 


		(b)	forthwith
                                            by the Company on written notice to the Affiliate Broker in the event of:



 


(i)
the commission by the Affiliate Broker of any fraudulent act in performing any of its obligations under this Agreement;


 


(ii)
the commission of any misrepresentation to the Company by the Affiliate Broker;


 






    	 



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(iii)
failure of the Affiliate Broker to discharge its obligations under this Agreement including, without limitation:


 


(A)
the Affiliate Broker ceasing to be a duly qualified and licensed Mortgage Broker;


 


(B)
loss or cancellation of the AffiliateBroker’s insurance;




 


(C)
the Affiliate Broker failing to perform to the professional standard required by this Agreement, including any generally- acceptable
community standards for mortgage brokers as interpreted and applied by the Company, or any standard established by the Affiliate Broker
Handbook;


 


(D)
the Affiliate Broker engages in such conduct as to reflect unfavourably or cause harm to the goodwill of the Intellectual Property or
the business of the Company or other affiliated brokers;


 


(E)
the Affiliate Broker breaching the restrictive covenants set out in Section 12; or




 


(F)
the commission of any act, or the omission to act, where such act or omission is, in the reasonable opinion of the Company, adverse to
the interests of the Company and the mortgage brokerage business; or




 


		(b)	forthwith
                                            upon the mutual agreement of the parties to this Agreement;



 


		(c)	forthwith
                                            upon the occurrence of any one of the following events:



 


(i)
if the Affiliate Broker becomes or acknowledges that it is insolvent or makes a voluntary assignment or proposal under the Bankruptcy
and Insolvency Act (Canada);


 


(ii)
if a bankruptcy petition is filed or presented against the Affiliate Broker;




 


(iii)
if the Company files any petition, answer or other process seeking, or if any process is commenced by any person for, any reorganization,
arrangement or similar relief under the Companies’ Creditors Arrangement Act (Canada) or other laws relating to the protection
of insolvent companies or a liquidator, trustee in bankruptcy, custodian, receiver or manager or other person with similar powers is
appointed in respect of the Affiliate Broker or any of its property; or


 


(iv)
the Affiliate Broker ceases to carry on business in the ordinary course.




 






    	 



    	-13-



    

 


	15.	EFFECT
                                            OF TERMINATION






 


	15.1.	Upon
                                            the termination of this Agreement, the obligations of the parties will cease and desist.
                                            The Affiliate Broker will immediately discontinue the operation of its mortgage brokerage
                                            business as an affiliate of the Company and a member of the affiliate broker network and
                                            immediately discontinue the use of the proprietary rights licensed under this Agreement,
                                            including the Intellectual Property and Confidential Information, and any similar names,
                                            marks, or information. The Affiliate Broker will cease displaying and using all signs, stationary,
                                            letterheads, packaging, forms, marks, manuals, bulletins, instruction sheets, printed matter,
                                            advertising and other physical objects used from time to time in connection with the Intellectual
                                            Property and the affiliate broker network and will not thereafter operate or do business
                                            under any name or in any manner that might tend to give the general public the impression
                                            that it is affiliated with the Company or the Affiliate Broker Network It is agreed that
                                            notwithstanding the termination of this Agreement:



 


		(a)	the
                                            Affiliate Broker will forthwith deliver to the Company, in a reasonable state of repair,
                                            all property, personal or real, owned or leased by the Company used by, or in the possession
                                            of, the Affiliate Broker including, without limitation, all Intellectual Property;



 


		(b)	the
                                            Affiliate Broker will promptly execute such documents or take such actions as may be necessary
                                            to abandon the Affiliate Broker’s use of any corporate name or fictitious business
                                            name containing any of the Intellectual Property;



 


		(c)	the
                                            provisions of section 12 will continue to bind the Affiliate Broker;



 


		(d)	the
                                            Company will pay the net amount of all sums due under this Agreement within 120 days of the
                                            date of termination; and



 


		(e)	such
                                            termination will be without prejudice to the enforcement of any other legal right or remedy
                                            which the Company may have in respect of the Affiliate Broker.



 


	16.	PRIMARY
                                            OBLIGATION



 


	16.1.	If
                                            the Affiliate Broker is a corporation, then the Affiliate Broker’s shareholders, officers
                                            and directors will at all times be individually bound by this Agreement. The obligations
                                            of all such individual under this Agreement are and will be absolute and unconditional.



 


	17.	JOINT
                                            AND SEVERAL LIABILITY



 


	17.1.	The
                                            representations, warranties, covenants and agreements of the Affiliate Broker in this Agreement
                                            will be the joint and several representations, warranties, covenants and agreements of the
                                            Affiliate Broker and any individual primary obligors, and the liability of each of them under
                                            this Agreement will in all cases be deemed to be joint and several.



 






    	 



    	-14-



    




 


	18.	REPRESENTATION
                                            AND WARRANTIES OF THE AFFILIATE BROKER



 


	18.1.	The
                                            Affiliate Broker hereby represents and warrants to the Company with the intent that the Company
                                            will rely thereon in entering into this Agreement, that:



 


		(a)	the
                                            Affiliate Broker is a corporation duly incorporated, validly subsisting and in good standing
                                            under the laws of all province in which the Premises arelocated;



 


		(b)	the
                                            Affiliate Broker has full power, authority, right and capacity to enter into this Agreement
                                            and to carry out the transactions contemplated hereby and to duly observe and perform all
                                            of its covenants and obligations herein set forth;



 


		(c)	this
                                            Agreement has been duly and validly executed and delivered by the Affiliate Broker and constitutes
                                            a legal, valid and binding obligation of the Affiliate Broker, enforceable against it in
                                            accordance with its terms, except as may be limited by laws of general application affecting
                                            the rights of creditors;



 


		(d)	the
                                            Affiliate Broker holds all licences and permits as may be requisite for carrying on business
                                            in the manner in which it has heretofore been carried on and the Affiliate Broker is in good
                                            standing under all applicable laws; and



 


		(e)	the
                                            Affiliate Broker is a duly qualified and licensed mortgage broker and all of its principals,
                                            directors, officers, employees, contractors and agents are duly licensed and qualified under
                                            all laws, which apply to them.



 


The
representations and warranties contained above will be true and correct at all times during the currency of this Agreement notwithstanding
any independent enquiry or investigation by the Company.


 


	19.	NOTICES



 


	19.1.	Every
                                            notice to be given pursuant to this Agreement by one party to another will be in writing
                                            and will be delivered by hand to the address specified in this Agreement, or to such other
                                            address of which notice has been given in accordance with this Agreement.



 


	20.	TIME
                                            OF ESSENCE



 


	20.1.	Time
                                            is hereby expressly made of the essence of this Agreement with respect to the performance
                                            by the parties of their respective obligations under this Agreement.



 


	21.	BINDING
                                            EFFECT



 


	21.1.	This
                                            Agreement will enure to the benefit of and be binding upon the parties hereto and their respective
                                            permitted successors and assigns.



 






    	 



    	-15-



    

 


	22.	ENTIRE
                                            AGREEMENT



 


	22.1.	This
                                            Agreement constitutes the entire agreement between the parties with respect to the subject
                                            matter hereof and supersedes all previous expectations, understandings, communications, representations
                                            and agreements whether verbal or written between the parties with respect to the subject
                                            matter hereof.



 


	23.	FURTHER
                                            ASSURANCES



 


	23.1.	Each
                                            of the parties covenants and agrees to execute such further and other documents and instruments
                                            and do such further and other things as may be necessary or desirable to implement and carry
                                            out the intent of this Agreement.



 


	24.	ASSIGNMENT



 


	24.1.	The
                                            Company may assign or transfer its rights under this Agreement without the written consent
                                            of the Affiliate Broker. The Affiliate Broker may not assign or transfer its rights under
                                            this Agreement without the prior written consent of the Company. In the event of a sale,
                                            transfer or assignment by the Company of its interest in the Intellectual Property or any
                                            parts thereof, or in the event of any sale, transfer or assignment by the Company of this
                                            Agreement or any interest therein, to the extent that the purchaser or assignee will assume
                                            the covenants and obligations of the Company under this Agreement, the Company will thereupon
                                            and without further agreement, be freed and relieved of all liability with respect to such
                                            covenants and obligations



 


	25.	AMENDMENTS



 


	25.1.	No
                                            amendment to this Agreement will be valid unless it is evidenced by a written agreement executed
                                            by all of the parties hereto.



 


	26.	SCHEDULES



 


	26.1.	The
                                            schedules attached hereto are hereby incorporated into this Agreement and form a part hereof.
                                            All terms defined in this Agreement will have the same meaning in such schedules, and vice
                                            versa.



 


	27.	EFFECT
                                            OF WAIVER



 


	27.1.	The
                                            failure of the Company to exercise any rights or remedies to which it is entitled, will not
                                            be deemed to be a waiver of or otherwise affect, impair or prevent the Company from exercising
                                            any rights or remedies to which it may be entitled, arising either from the happening of
                                            any such event, or as a result of the subsequent happening of the same or any other event
                                            or events. No waiver of the happening of any event will be deemed to be waived by the Company
                                            unless such waiver is in writing.



 


	28.	LEGAL
                                            ADVICE



 


	28.1.	Each
                                            of the parties acknowledges and confirms that prior to its, his or her execution and delivery
                                            of this Agreement, it, he or she has been advised to seek independent legal advice regarding
                                            this Agreement and has either sought and obtained such advice or waived such advice and,
                                            accordingly, it, he or she has executed this Agreement voluntarily with full knowledge of
                                            its nature and effect.



 






    	 



    	-16-



    




 


	29.	COUNTERPARTS
                                            AND ELECTRONIC DELIVERY



 


	29.1.	This
                                            Agreement may be executed in several counterparts each of which when executed by any party
                                            hereto will be deemed to be an original and such counterparts will together constitute one
                                            and the same instrument and may be executed and delivered by the parties and transmitted
                                            by facsimile or other electronic means and if so executed and transmitted will be for all
                                            purposes as effective as if the parties had delivered executed originals thereof.



 


	30.	GOVERNING
                                            LAW



 


	30.1.	This
                                            Agreement and all matters arising hereunder will be governed by, construed and enforced exclusively
                                            in accordance with the laws of, and subject to the jurisdiction only of the courts of, Ontario.



 


IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the date aforementioned above.


 


	CAPITAL
    LENDING CENTRE	 	 	[*]
	 	 	 	 
	Per:	 	 	Per:	 
	 	 	 	Apr 14, 2021




 


Signatures
of shareholders, officers and directors of the Affiliate Broker who sign this agreement as primary obligors together with the Affiliate
Broker:


 


	Witness:	 	 	Name:	 
	 	 	 	 	 
	Witness:	 	 	Name:	 
	 	 	 	 	 
	Witness:	 	 	Name: