As disclosed in the Current Report on Form 8-K filed on March 8, 2018 (the “ Current Report ”), 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 was to 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 were less than $120,000 per month. Additionally, 1,250,000 of the Shares were to 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.

On April 16, 2018, the Company’s subsidiary and the Sellers entered into an Addendum to the Agreement reducing the total cash consideration to be paid to Sellers from $400,000 to $356,080, and increasing the number of Shares issuable to the Sellers from 7,826,087 shares to 8,118,886 shares. On April 16, 2018, the parties closed the Acquisition, the Sellers executed assignments and bills of sale assigning the Assets to the Company’s subsidiary, and the Company paid $356,080 to the Sellers, and authorized the issuance of the Shares to the Sellers or their assigns.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 10.1 to the Current Report and incorporated by reference in this report.