True Leaf Medicine International Ltd. UNDERWRITING AGREEMENT dated November __, 2017 Boustead Securities, LLCUnderwriting Agreement • November 13th, 2017 • True Leaf Medicine International Ltd. • Food and kindred products • California
True Leaf Medicine International Ltd., a Canadian corporation (the "Company"), proposes to issue a maximum of 14,285,715 shares (the "Underwritten Shares") of the Company's common stock, with no par value per share ("Common Stock") for whom Boustead Securities, LLC ("Boustead" or "you") is acting as a representative (the "Representative") for an aggregate of up to $10,000,000 of shares of Common Stock (the "Shares") for sale to investors deemed acceptable by the Company (the "Investors") in an offering pursuant to Regulation A through several underwriters listed in Schedule A hereto (the "Underwriters"),. The Underwriters have agreed to act, on a best efforts basis only, as the Underwriters in connection with the offering and sale of the Shares (the "Offering") as set forth in this Underwriting Agreement (this "Agreement").
Common shares Regulation A 2017 Subscription agreementSubscription Agreement • November 13th, 2017 • True Leaf Medicine International Ltd. • Food and kindred products • British Columbia
The securities offered hereby are highly speculative. Investing in shares of True Leaf Medicine International Ltd. (the "Company") involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment.
BOUSTEAD SECURITIES, LLC 6 Venture, Suite 325 Irvine, CA 92618 949-295-1580 PARTICIPATING DEALER AGREEMENT for Shares in True Leaf Medicine International, Ltd.Participating Dealer Agreement • November 13th, 2017 • True Leaf Medicine International Ltd. • Food and kindred products • California
The undersigned, Boustead Securities, LLC, a California limited liability company (the "Managing Broker-Dealer"), has entered into an agreement (the "Engagement Letter") with True Leaf Medicine International, Ltd., a Canadian corporation (the "Company"), for the sale (the "Offering") of up to $10,000,000 in shares of common stock (the "Shares") in the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of licensed securities dealers (a "Dealer" if singular or the "Dealers" if plural) for the purpose of soliciting offers for the purchase of the Shares. The Underwriting Agreement is attached hereto as Exhibit A. The Company has prepared and filed an Offering Statement on Form 1-A, File No. 024-10679 (together with all amendments thereto, the "Offering Statement") with the Securities and Exchange Commission ("SEC"). The date the Offering Statement is qualified by SEC shall be referred to herein
CONFIDENTIALEngagement Agreement • November 13th, 2017 • True Leaf Medicine International Ltd. • Food and kindred products • California
We are pleased to submit the following revised letter agreement with respect to one or more planned financings or U.S. initial public offerings by and for True Leaf Medicine International Ltd., its subsidiaries and affiliates, or any other corporate entities that may be utilized from time to time("the Company"), consisting of the Company's securities. This letter agreement supersedes all prior agreements between Boustead and the Company with respect to the foregoing matters.
FIRST ADDENDUM TO ISSUER ACKNOWLEDGEMENT REGULATION A OFFERINGIssuer Acknowledgement Regulation a Offering Agreement • November 13th, 2017 • True Leaf Medicine International Ltd. • Food and kindred products • California
THIS FIRST ADDENDUM TO THE ISSUER ACKNOWLEDGEMENT REGULATION A OFFERING Agreement (the "First Addendum") is made as of this 8th day of November, 2017 (the "Effective Date") by and between True Leaf Medicine International Ltd. (the "Issuer"), FinTech Clearing, LLC ("Fintech" or "Broker Dealer") and FlashFunders, Inc. ("FlashFunders"). Issuer, Broker Dealer and FlashFunders may collectively be referred to herein as the "Parties" or individually as "Party".
