ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 20, 2016, CannaSys, Inc., entered into a Securities Purchase Agreement with Auctus Fund, LLC, a Delaware limited liability company ("Auctus"), and executed a Convertible Promissory Note in favor of Auctus, in the principal amount of $45,750. Auctus funded the consideration of $40,000 under the note on July 22, 2016, less $5,750, which was retained by Auctus for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 10% per annum, and is due and payable on April 20, 2017. The outstanding amount due on the note is convertible into restricted shares of CannaSys common stock after July 20, 2016, at Auctus's sole discretion, at the conversion price of 55% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. The securities represented by the note were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. Auctus is an "accredited investor" as defined in Rule 501(a) of Regulation D. Auctus confirmed the foregoing and acknowledged, in writing, that the securities must be acquired and held for investment. All certificates evidencing the shares of common stock on conversion of the note, if any, will bear a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.