On March 6, 2018, Leafceuticals Inc (the “ Buyer ”), the wholly owned subsidiary of Freedom Leaf Inc., a Nevada corporation (the “ Company ”), entered into an Asset Purchase Agreement (the “Agreement”) with Earth Born, Inc., a California corporation (“ Earth Born California ”), Earth Born, Inc., a Delaware corporation (“ Earth Born Delaware ”), Irie Living, a California nonprofit mutual benefit corporation (“ Irie ”), and Genesis Media Works, LLC, a Utah limited liability company doing business as “Terra’s Way,” “Irie Hemp Company,” “Earth Born Botanicals,” and “Santa Cruz Hemp Company” (“ Genesis ” and together with Earth Born California, Earth Born Delaware, and Irie the “ Sellers ”) to acquire all of the Sellers’ assets (the “ Assets ”) associated with and/or required to operate the Sellers’ CBD botanical and nutraceutical businesses (the “ Acquisition ”), with an anticipated closing date of April 15, 2018.

In connection with the Acquisition, the Buyer agreed to assume approximately $100,000 of liabilities associated with the Assets, and the purchase price for the Assets is $2,200,000, subject to adjustment as described below, to be paid $400,000 in cash, and $1,800,000 via the issuance of an aggregate of 7,826,087 shares of the Company’s common stock (the “ Shares ”) to the Sellers. The purchase price for the Assets shall be reduced if (i) the Sellers’ aggregate pre-closing revenues for the year ending December 31, 2017, were less than $1,600,000, or (ii) the Buyer’s average monthly revenues resulting from the Acquisition of the Assets for the three months following closing are less than $120,000 per month. Additionally, 1,250,000 of the Shares shall be escrowed for 4 months following Closing as the Buyer’s security for (i) any indemnification claims against the Sellers pursuant to the Agreement, or (ii) any pre-closing or post-closing revenue deficiency resulting in the purchase price reductions described above. The escrowed shares shall also be immediately released from escrow and paid to the Sellers as a “break fee” if the Buyer terminates the Agreement prior to closing without cause.

The foregoing description of the Agreement and its terms is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 to, and incorporated by reference in, this report.