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True Leaf Medicine International Ltd. – ‘1-A’ on 2/21/17 – ‘EX1A-6 MAT CTRCT’

On:  Tuesday, 2/21/17, at 8:09am ET   ·   Accession #:  1698370-17-3   ·   File #:  24-10679

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  As Of                Filer                Filing    For·On·As Docs:Size

 2/21/17  True Leaf Medicine Int’l Ltd.     1-A                   17:6.8M

Offering Statement — Reg. A   —   Form 1-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A         Offering Statement -- Reg. A -- primary_doc.xml     HTML     15K 
 2: PART II AND III  Form 1-A Offering Circular                     HTML    959K 
 3: EX1A-2A CHARTER  Certificate of Incorporation                   HTML      6K 
 4: EX1A-2A CHARTER  Notice of Articles                             HTML     12K 
 5: EX1A-2B BYLAWS  Article                                         HTML    137K 
 6: EX1A-3 HLDRS RTS  Stock Option Plan                             HTML     32K 
 7: EX1A-3 HLDRS RTS  Stock Restriction Agreement                   HTML     22K 
 8: EX1A-3 HLDRS RTS  Stock Restriction Agreement                   HTML     22K 
 9: EX1A-4 SUBS AGMT  Subscription Agreement -- Form 1-A            HTML    175K 
10: EX1A-6 MAT CTRCT  Consulting Agreement                          HTML     22K 
11: EX1A-6 MAT CTRCT  Consulting Agreement                          HTML     17K 
14: EX1A-6 MAT CTRCT  Consulting Agreement                          HTML     10K 
12: EX1A-6 MAT CTRCT  Distribution Agreement                        HTML     28K 
13: EX1A-6 MAT CTRCT  Mangaement Agreement                          HTML     45K 
15: EX1A-11 CONSENT  Auditor's Consent                              HTML      7K 
16: EX1A-12 OPN CNSL  Opinion of Counsel                            HTML      8K 
17: EX1A-15 ADD EXHB  Audit Committee Charter                       HTML     14K 


EX1A-6 MAT CTRCT   —   Consulting Agreement


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  Consulting Agreement with Pet Horizons Ltd  

Exhibit 6.2 Consulting Agreement with Pet Horizons Ltd


Agreement between the parties:-

1     True Leaf Pet Inc, Canada

2.    Pet Horizons Ltd, UK

The parties wish to establish a business relationship to market the range of products manufactured for/by True Leaf in Europe.

Pet Horizons will develop strategic plans to launch the True Leaf range in Europe in line with True Leaf’s business strategies and principles, will obtain True Leaf approval and implement these across Europe to achieve significant sales and profits for True Leaf.

Pet Horizons will be remunerated by a combination of fees and sales commissions as outlined below.

Duration : This agreement will start from 1 February 2016 and will continue for an initial period of 3 years

Territory : The territory includes

True Leaf Obligations

1.    True Leaf appoint Pet Horizons as the exclusive sales partner in the Territory.

2.    The agreement will be reviewed in December 2016. If no cancellation in writing is made by either party 3 months before the end
of the first year, it will continue in force on these terms for a further period of 12 months to 31.12.17.

3.     This agreement comprises 2 phases:

a. Strategic development Phase
b. Implementation Phase

4.    Strategic Development Phase is expected to last for 5 months from January 1st 2016 to 30th June 2016 (after Interzoo)

a. During this phase remuneration will be by way of fees on following basis

i. February to April CAD$ 5000 pcm
ii. May-June CAD$ 7500 pcm

b. This timing and fee rates may be changed by mutual agreement if, for example, more time than anticipated is needed
c. All travel costs during this phase will be billed on an as incurred basis. Travel budgets require prior approval
d. Fees will be billed monthly as above and special payment terms for this period have been agreed as follows:



-2-

Pet Horizon's payment schedule

Work commences

Fee Invoice

Payment Date

February 1-29

$5,000

April 15th, 2016

March 1-31

$5,000

May 15th, 2016

April 1-30

$5,000

June 15th, 2016

May 1-31

$7,500

July 15th, 2016

June 1-30

$7,500

August 15th, 2016

5 Implementation and Sales phase
a. Once distributors are appointed, remuneration will be by sales commission
i. Year 1 (to 30 June 2017) 7%
ii. Year 2-3 (1July 2017-30 June 2019) 5%
6 Commission Basis
a. Commission will be payable on the net invoice value received
b. Commission statements will be sent by 15th of month following month of sales and will show sales achieved by customer,
and commissions due.
c. Commission will be payable at the end of that month on payments received by True Leaf Pet or related company.
d. Thus, if no payment terms are offered to customers, orders received and shipped in September would be as follows

Month sale achieved

Date to send statement

Date commissions to be paid

September 15 October 30 October

e. If 30 days terms are granted, the situation would be as follows:

Month sale achieved

Payment received

Date to send
statement

Date commissions
payable

September

October

15 November

30 November



Pet Horizons Obligations

1.    Pet Horizons will support True Leaf in developing the brand, packaging, communications and marketing of the products in Europe within the agreed framework and corporate strategies.

2.    Pet Horizons will focus on the key steps in the Sales Workstream and work closely with True Leaf on all aspects:

a. Pricing and margins

i. Identify competitive products, pricing and margins

1. Hemp based
2. Other calming, joint care and antioxidant products

b. Evaluate strength of brand, positioning and retail acceptance

i. Initial Swot

c. Market Opportunity evaluation

i. Market selection and prioritisation

d. Route to market evaluation

i. For all markets identify optimal go to market options and evaluate in light of

1. Trade structure
2. Competitive situation

ii. Key alternatives are:-

1. Direct retail
2. National distributor who manages market, implements sales and marketing
3. Online retail (Zooplus, Amazon etc)

e. Identify main potential distributors/partners in each market

i. Rank according to agreed criteria

3.    Pet Horizons will contact and sell the products to identified and agreed customers in all markets in line with the agreed strategy
and timelines
4.    Pet Horizons will not sell other hemp based products from other suppliers nor consult with these companies during the term of
this agreement.


Signed by and on behalf of True Leaf Pet Inc.

TRUE LEAF MEDICINE INTERNATIONAL LTD.

Name & Title: Darcy Bomford, CEO
Signature: /s/ Darcy Bomford
Date: CEO

PET INDUSTRY EXPERTS, LLC

Name & Title: Robert W. Hanson, Director
Signature: Robert W. Hanson
Date: February 16, 2016
Date:

Dates Referenced Herein

This ‘1-A’ Filing    Date    Other Filings
Filed on:2/21/17None on these Dates
2/16/16
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/03/17  SEC                               UPLOAD12/20/17    1:139K Maven Brands Inc.
 9/07/17  SEC                               UPLOAD12/20/17    1:141K Maven Brands Inc.
 7/14/17  SEC                               UPLOAD12/20/17    1:35K  Maven Brands Inc.
 5/26/17  SEC                               UPLOAD12/20/17    1:144K Maven Brands Inc.
 3/20/17  SEC                               UPLOAD12/20/17    1:142K Maven Brands Inc.
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Filing Submission 0001698370-17-000003   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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