On September 24, 2019, the Board of Directors (the “Board”) of Freedom Leaf Inc. (the “Company”) appointed Brian Moon to serve as the Chief Financial Officer of the Company.

Mr. Moon, age 57, was the CFO of Team ProMark, a sports license development and sales company. Mr. Moon was with the company from 2013 until joining the Company. Previously, Mr. Moon was the CFO of Ensemble Studios and executed what was at the time the largest video game design company sale to a publisher (Microsoft) in industry history, and previously in Mr. Moon’s professional career, he worked for Deloitte and Touche. Mr. Moon has a BBA in Accounting from Baylor University and earned a Texas CPA certificate.

In connection with Mr. Moon’s appointment as Chief Financial Officer, on September 24, 2019, the Board approved entering into an at-will employment agreement (the “Employment Agreement”) with Mr. Moon, dated August 5, 2019, and effective the first day of Mr. Moon’s employment on September 23, 2019. Under the terms of the Employment Agreement, the Company agreed to pay Mr. Moon an annual base salary of $150,000, and equity incentives consisting of (i) an award of 1,000,000 shares of the Company’s restricted common stock on October 1, 2019, to vest 12 months thereafter on October 1, 2020 (the “First Equity Award”), and (ii) an award of an additional 1,000,000 shares on April 1, 2020, to vest 12 months thereafter on April 1, 2021 (the “Second Equity Award”). The Employment Agreement also contains provisions for further cash and equity incentive awards to be determined in the discretion of the Company’s Board of Directors, and the agreement is terminable for cause, death or disability. If the agreement is terminated by the Company without cause during the first 12 months of employment, Mr. Moon will receive three months of base salary as a severance payment. For every year of full-time employment completed beyond the initial 12 months, the amount of the severance payment will be increased by one month of base salary.

On September 24, 2019, the Company also entered into a Restricted Stock Agreement with Mr. Moon pursuant to which the vesting of the First Equity Award and Second Equity Award was formalized. Pursuant to the Restricted Stock Agreement, (i) the First Equity Award will vest on October 1, 2020, and (ii) the Second Equity Award will vest on April 1, 2021, so long as Mr. Moon is continuously employed by the Company on such dates.

The foregoing descriptions of the Employment Agreement and Restricted Stock Agreement, which do no purport to be complete, are qualified in their entirety by reference to the Employment Agreement and Restricted Stock Agreement, which are attached as Exhibits 10.1 and 10.2 hereto, and incorporated by reference herein.