Mitchell Baruchowitz’s Merida Capital Partners Bets On Freedom Leaf Inc.

(1)

Does not include Merida Capital Partners II LP’s warrants to purchase up to 34,000,000 shares of Common Stock of the Issuer, as disclosed in Item 4. Pursuant to the terms of the warrants, such warrants are not exercisable to the extent that, if exercised by Merida Capital Partners II LP, Merida Capital Partners II LP or any of its affiliates would beneficially own in excess of 4.90% of the outstanding shares of Common Stock.

(2)

Based on 196,100,271  shares of Common Stock outstanding as of September 28, 2018, as reported in the Exhibit 10.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on October 3, 2018.