SUPPLY
AGREEMENT 


 


This
Supply Agreement (“Agreement”) is entered into on May 10, 2017 by and between Healthy Life Pets, LLC, a limited liability
company organized and existing under the laws of Wyoming, having its registered office at 668 North Coast Hwy, #414, Laguna Beach,
CA 92651 (“HLP,” hereinafter referred to as “Seller”); and Dr. Geoff’s by PetLife, Inc. (“DGPL,”
hereinafter referred to as “Buyer”), a company organized and existing under the laws of Maryland, which is a wholly-owned
subsidiary of PetLife Pharmaceutics, Inc., a company organized and existing under the laws of Nevada, having its registered office
at 38 West Main Street, Hancock, MD 21750 (“PTLF”); also referred to hereinafter individually as “Party”
and collectively as the “Parties.”


 


WHEREAS,
Buyer wishes to acquire the supply of the products defined below on the terms and conditions identified herein;


 


WHEREAS,
Seller wishes to supply and deliver such products to Buyer;


 


NOW
THEREFORE, for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, Buyer and Seller
agree as follows:


 


1.
SUPPLY OF PRODUCTS


 


	1.1	During
    the term of this Agreement and any extension hereof, the Seller shall sell and supply the products as set out in Schedule
    1 hereto (“Products”) to Buyer, and Buyer shall buy from the Seller such Products on an exclusive basis.
	 	 
	1.2	The
    maximum quantity of the Products are set out in Schedule 2 hereto.
	 	 
	1.3	Seller
    shall provide to Buyer the technical information and material in regard to the Products as set out in Schedule 3 hereto.
	 	 
	1.4	Seller
    shall provide to Buyer the third-party manufacturer of the Product (“Third-Party Manufacturer”) and arrange for
    a transition between the Seller and the Third-Party Manufacturer to the Buyer and the Third-Party Manufacturer. The Third-Party
    Manufacturer is identified in Schedule 4 hereto.


 


2.
ORDERS


 


	2.1	Each
    purchase and sale between Buyer and Seller shall be evidenced by an order placed by Buyer (“Order” or in plural
    “Orders”) to Seller in accordance with the terms and conditions of this Agreement and the Seller shall accept
    such Orders in writing within 2 working days after receipt of the Order. If the Seller does not send a written order confirmation
    within 2 working days after receipt of the Order, the Order shall be deemed to be accepted by the Seller. As long as this
    Agreement is in force and effect the terms and conditions of this Agreement shall apply to all Orders and all order confirmations
    of Seller.


 




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	2.2	Orders
    shall be placed by Buyer to Seller in writing (including, without limitation, by e-mail, fax, letter). Each Order shall contain




 


	 	(a)	the
    Products and the quantity of each Product ordered by Buyer,
	 	 	 
	 	(b)	the
    price, and
	 	 	 
	 	(c)	the
    destination (address) of delivery (“Destination of Delivery”).


 


	2.3	Neither
    the Seller’s terms and conditions of sale and delivery nor the Buyer’s terms and conditions of purchase shall
    apply to any purchase and sale made under this Agreement.


 


3.
PRICE


 


	3.1	The
    price (“Price”) for the Products on the basis of DDP, Destination of Delivery as determined in the Order, as specified
    in Schedule 5 hereof. The Price includes statutory VAT and other taxes, if any.
	 	 
	3.2	The
    price remains fixed for the period of the contract.


 


4.
INVOICING AND PAYMENT


 


	4.1	Buyer
    shall pay to Seller the Price for the Products ordered as defined in Schedule 5.


 


5.
WAREHOUSED STOCK


 


	5.1	The
    inventory is at a third-party warehouse and is available for immediate delivery.


 


6.
TITLE AND RISK





	6.1	Title
    and all risk of loss or damage to the Products shall pass from the Seller to Buyer when the Products shall be received and
    unloaded on the basis of DDP, Destination of Delivery as determined in the Order.


 


7.
WARRANTY AND PRODUCT LIABILITY


 


	7.1	The
    Seller warrant that the Products shall


 


	 	(a)	conform
    to the technical and quality standard and specifications as set out in Schedule 3 hereto,
	 	 	 
	 	(b)	be
    safe, of good quality and free from any defect in manufacturing or material,
	 	 	 
	 	(c)	correspond
    strictly with any and all representations, descriptions, advertisements, brochures, drawings, specifications and samples made
    or given by Seller, and
	 	 	 
	 	(d)	fit
    for the purpose of healthy food for companion pets.


 


The
Buyer shall have the right to inspect the received Products within 14 days after receipt of the delivery and shall inform the
Seller within a further period of 3 working days of any apparent defect. Non-apparent defects shall be informed to the Seller
within 14 days after they have become apparent.


 




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	7.2	If
    the Products are defective and/or do not conform with the warranty given in Section 7.1 above (“Defective Products”),
    the Seller shall, at the option of the Buyer




 


	 	(a)	replace
    the Defective Products with Products in accordance with the warranty set out in Section 7.1 above as soon as possible without
    any additional cost to the Buyer, or
	 	 	 
	 	(b)	repair
    the Products without any additional cost to the Buyer, or
	 	 	 
	 	(c)	reimburse
    the Buyer the Price paid for the Defective Products.


 


	7.3	Seller
    shall indemnify and hold the Buyer harmless from and against all claims, actions, damages, losses, liabilities (including,
    without limitation, product liability claims) and other expenses (including legal fees and costs) which the Buyer may suffer
    or incur as a result of the delivery of Defective Products or a breach of the obligations set out in this Agreement by Seller.
	 	 
	7.4	Any
    claim made under the breach of the warranty obligation as defined in Sections 7.1 and 7.2 above shall endure for a period
    of 24 months after the date of delivery of the Products and any claim made under Section 7.3 above shall endure until the
    expiration of the relevant statutes of limitations.


 


8.
MANAGEMENT REPORTING


 


	8.1	Seller
    shall report to the Buyer on a monthly basis the following management information:
	 	Inventory
    on hand


 


9.
TERM AND TERMINATION


 


	9.1	This
    Agreement shall come into force and effect on May 1, 2017 (“Effective Date”) and shall remain effective for a
    period of one (1) year. It shall remain in effect, unless


 


	 	(a)	this
    Agreement terminates in accordance with Section 9.2 below.
	 	 	 
	 	(b)	the
    Buyer begins to use the Third-Party Manufacturer after the initial inventory order is completed.


 


	9.2	Notwithstanding
    Article 9.1 above this Agreement may be terminated at any time by each party on written notice with immediate effect in the
    event that:


 


	 	(a)	proceedings
    in bankruptcy or insolvency are instituted by or against the other party or a receiver, trustee, administrator or liquidator
    is appointed in respect of any part of the other party ́s assets or any similar relief is granted under any applicable
    bankruptcy or equivalent law;
	 	 	 
	 	(b)	one
    party (the defaulting party) shall be in breach, non-observance or non-performance of any of its obligations in this Agreement
    and does not remedy the same within 14 days of notice of such failure or breach being served upon it by the other party (the
    non-defaulting party).


 


10.
FORCE MAJEURE


 


	10.1	In
    this Section “Force Majeure” shall mean any event beyond the reasonable control of the Buyer or Seller, and which
    is unavoidable, notwithstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection,
    riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of
    God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits,
    if properly applied for.


 




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	10.2	If
    either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure,
    then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14)
    days after the occurrence of such event.
	 	 
	10.3	The
    Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this
    Agreement for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance
    is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim
    for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.
	 	 
	10.4	If
    the performance of the work by Buyer is substantially prevented or is delayed for an aggregate period of more than sixty (60)
    days on account of one or more events of Force Majeure during the currency of this Agreement, the Buyer and/or Seller may
    terminate this Agreement by giving written notice to Seller and/or the Buyer as the case may be.


 


11.
NOTICES


 


All
notices, requests, demands and other communications shall be in writing (including fax) in the English language and shall be addressed
as follows (or to such other address as notified in writing by one party to the other party):


 


If
to Buyer to: 


 





Dr.
Geoff’s by PetLife, Inc.







Attn:
CEO


38
West Main Street


Hancock,
MD 21750


 


With
a copy to:


 


Lance
Brunson, Esq.


Brunson
Chandler & Jones PLLC


175
S. Main Street, Suite 1410


Salt
Lake City, UR 84111


 


If
to Seller to: 


 


Healthy
Life Pets, LLC


668
North Coast Hwy., #414


Laguna
Beach, CA 92651


 


With
a copy to:


 


_________________________


_________________________


_________________________


 




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	12.	MISCELLANEOUS



 


	12.1	This
    Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.
	 	 
	12.2	All
    disputes between the parties as to the validity, execution, performance, interpretation or termination of this Agreement will
    be submitted to the exclusive jurisdiction of the courts of Baltimore, Maryland.
	 	 
	12.3	All
    Schedules attached to this Agreement are incorporated herein and shall be part of this Agreement.
	 	 
	12.4	Except
    as otherwise specifically provided herein, neither party may assign this Agreement or any of its rights, interests or obligations
    hereunder without the prior written consent of the other party.


 


IN
WITNESS WHEREOF, Buyer and Seller have executed this Agreement on the dates below to be effective on the Effective Date.


 


	BUYER	 	SELLER
	 	 	 
	Dr.
    Geoff’s by PetLife, Inc.	 	Healthy
    Life Pets, LLC
	 	 	 	 	 
	By:	/s/
    Ralph Salvagno	 	By:	/s/
    Tracy Wardak
	Name:	Ralph
    Salvagno	 	Name:	Tracy
    Wardak
	Title:
    	CEO	 	Title:	Manager
	Date:	May
    10, 2017	 	Date:	May
    10, 2017


 




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SCHEDULE
1: LIST OF PRODUCTS


 


	Description	 	Part
    No.
	 	 	 
	Dr.
    Geoff’s Range Chicken Wet Food Can	 	10212
	Dr.
    Geoff’s Wild Pacific Salmon Wet Food Can	 	10222
	Dr.
    Geoff’s Farm Fresh Turkey Wet Food Can	 	10232
	Antioxidant
    Power – Super Food	 	12402
	Immuno
    Boost Phyto Food Formula	 	12412
	Lids	 	LID
	On-the-go
    Collapsible Bowl	 	SILBOWL01


 




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SCHEDULE
2: QUANTITY OF PRODUCTS


 


	Description	 	Part
    No. 	 	Qty.
    (a)
	 	 	 	 	 
	Dr.
    Geoff’s Range Chicken Wet Food Can	 	10212	 	317
	Dr.
    Geoff’s Wild Pacific Salmon Wet Food Can	 	10222	 	317
	Dr.
    Geoff’s Farm Fresh Turkey Wet Food Can	 	10232	 	317
	Antioxidant
    Power – Super Food	 	12402	 	228
	Immuno
    Boost Phyto Food Formula	 	12412
    	 	221
	Lids	 	LID	 	1,100
	On-the-go
    Collapsible Bowl	 	SILBOWL01	 	1,100


 


THIS
INFORMATION IS PROPREITARY AND CONFIDENTIAL AND IS


BLACKED
OUT FOR PUBLIC FILING


 




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SCHEDULE
3: TECHNICAL INFORMATION AND MATERIAL


 


	HARVEST
    
	 	 	 
	%	 	INGREDIENT
	21.5%	 	SALMON
	16.1%	 	CHICKEN
	16.1%	 	SARDINES
	16.1%	 	CHICKEN
    LIVER
	16.1%	 	TURKEY
	10.48%	 	SALMON
    BROTH, CHICKEN BROTH, SARDINE BROTH, TURKEY BROTH
	1.61%	 	TOMATOE
    PASTE
	0.59%	 	WHOLE
    EGGS
	0.53%	 	BREWERS
    YEAST
	0.268%	 	SALT
	0.268%	 	LOCUST
    BEAN GUM, GUAR GUM
	0.008%	 	NATURAL
    VEGETABLE COLOR
	0.0053%	 	CAT
    PREMIX VITAMIN
	0.0053%	 	CAT
    PREMIX MINERAL
	0.0026%	 	TAURINE
	0.3328%	 	WATER


 


	TURKEY
	 	 	 
	%	 	INGREDIENT
	18.8%	 	TURKEY
	18.8%	 	SARDINES
	16.1%	 	CHICKEN
    LIVER
	16.1%	 	SALMON
	15.0%	 	BEEF
    LIVER
	10.4%	 	TURKEY
    BROTH, SARDINE BROTH, SALMON BROTH
	1.6%	 	TOMATO
    PASTE
	1.0%	 	CARROTS
	0.5%	 	WHOLE
    EGGS
	0.26%	 	PEAS
	0.26%	 	BREWERS
    YEAST
	0.26%	 	SALT
	0.26%	 	LOCUST
    BEAN GUM, GUAR GUM
	0.008%	 	NATURAL
    VEGETABLE COLOR
	0.0053%	 	CAT
    PREMIX VITAMIN
	0.0053%	 	CAT
    PREMIX MINERAL
	0.0026%	 	TAURINE
	0.6388%	 	WATER


 




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	CHICKEN
	 	 	 
	%	 	INGREDIENT
	21.5%	 	CHICKEN
	16.1%	 	CHICKEN
    LIVER
	16.1%	 	SALMON
	16.1%	 	BEEF
    LIVER
	16.1%	 	SARDINES
	10.48%	 	CHICKEN
    BROTH, SALMON BROTH, SARDINE BROTH
	1.61%	 	TOMATO
    PASTE
	0.59%	 	WHOLE
    EGG
	0.53%	 	BREWERS
    YEAST
	0.268%	 	SALT
    
	0.268%	 	LOCUST
    BEAN GUM, GUAR GUM
	0.008%	 	NATURAL
    VEGETABLE COLOR
	0.0053%	 	CAT
    PREMIX VITAMIN
	0.0053%	 	CAT
    PREMIX MINERAL
	0.0026%	 	TAURINE
	0.3328%	 	WATER


 


	NEW
    FORMULA
	 
	%	 	INGREDIENT
	20.4%	 	SARDINES
	20.4%	 	SALMON
	15.3%	 	CHICKEN
    
	15.3%	 	CHICKEN
    LIVER
	15.3%	 	TURKEY
	9.9%	 	SARDINE
    BROTH
	1.5%	 	TOMATOE
    PASTE
	0.56%	 	WHOLE
    EGGS
	0.51%	 	BREWERS
    YEAST
	0.255%	 	SALT
	0.255%	 	LOCUST
    BEAN GUM, GUAR GUM
	0.0076%	 	NATURAL
    VEGETABLE COLOR
	0.0051%	 	CAT
    PREMIX VITAMIN
	0.0051%	 	CAT
    PREMIX MINERAL
	0.00255%	 	TAURINE
	0.26965%	 	WATER


 


THIS
INFORMATION IS PROPREITARY AND CONFIDENTIAL AND IS


BLACKED
OUT FOR PUBLIC FILING


 




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SCHEDULE
4: THIRD-PARTY MANUFACTURER 


 


The
Seller has set up the manufacturing of the products and accessories with the following:


 


Evanger’s
Dog & Cat Food Co., Inc.


221
South Wheeling Road


Wheeling,
IL 60090


847-537-0102


https://evangersdogfood.com/


 


THIS
INFORMATION IS PROPREITARY AND CONFIDENTIAL AND IS


BLACKED
OUT FOR PUBLIC FILING


 




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SCHEDULE
5: PRICES


 


	Description	 	Part
    No.	 	 	Qty.
    (b) 	 	 	Unit
    Cost (a)	 	 	Total
    	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dr. Geoff’s
    Range Chicken Wet Food Can	 	 	10212	 	 	 	317cases	 	 	$	1.00	 	 	$	3,804.00	 
	Dr. Geoff’s
    Wild Pacific Salmon Wet Food Can	 	 	10222	 	 	 	317cases	 	 	$	1.00	 	 	$	3,804.00	 
	Dr. Geoff’s
    Farm Fresh Turkey Wet Food Can	 	 	10232	 	 	 	317cases	 	 	$	1.00	 	 	$	3,804.00	 
	Antioxidant Power
    – Super Food	 	 	12402	 	 	 	228	 	 	$	11.25	 	 	$	2,565.00	 
	Immuno Boost Phyto
    Food Formula	 	 	12412	 	 	 	221	 	 	$	11.25	 	 	$	2,486.25	 
	Lids	 	 	LID	 	 	 	1,100	 	 	$	0.23	 	 	$	253.00	 
	On-the-go
    Collapsible Bowl	 	 	SILBOWL01	 	 	 	1,100	 	 	$	1.09	 	 	$	1,199.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 	 	$	17,915.25	 



 


(a)
Estimated




(b)
Each case is 12 cans




 


50,000
shares of restricted common stock of PTLF, valued at $0.491 per share on the closing price on the date of the Letter of Intent,
discounted to $0.358345 per share, or a discount of $6,634.75 shares of common stock, through a barter arrangement.


 


The
50,000 shares of common stock, after the Rule 144 restrictions have been removed, shall be subject to a Leak Out Agreement. The
holder of the 50,000 shares of common stock agrees as part of this Agreement, to enter into a Leak Out Agreement which is a separate
document to be entered into at Closing.


 


CERTAIN
INFORMATION IS CONFIDENTIAL AND IS


BLACKED
OUT FOR PUBLIC FILING


 




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