Entry into a Material Definitive Agreement.

License and Merger Agreement

On March 1, 2019, we entered into an Exclusive License and Assignment Agreement (the Technology Agreement) with Yissum Research Development Company of the Hebrew University of Jerusalam, Ltd., an entity organized in Israel (Yissum). Under the terms of the Technology Agreement, Yissum agreed to grant an exclusive license, and eventually assign, to us certain platform technologies relating to different formulations for administration and delivery of lipophilic compositions, (including cannabinoids) (collectively, the Technology) invented and/or developed by Prof. Elka Touitou at The Hebrew University of Jerusalem, which technologies are more fully described in the patent applications and/or patents listed in Appendix A to the Technology Agreement.

Under the Agreement, in exchange for an exclusive license to use the Existing Technologies, we will pay Yissum a total of USD$1,000,000 as follows: (i) $100,000 within three (3) business days of signing the Technology Agreement (which amount has been paid), (ii) $400,000 on or before May 1, 2019, and (iii) $500,000 on or before December 31, 2019 (together, the License Payments). The grant of the exclusive license and the transfer to us of the responsibility for the administration and control of patent activities and patent expenses related to the Existing Technologies occurs after the USD$400,000 payment due May 1, 2019.

The intent of the parties is that we will have the exclusive license until such time as the Existing Technologies are assigned to WEED, Inc.. In order to receive the assignments and own the five (5) patents and the Technologies, in addition to the License Payments we must pay Yissum a total of USD$1,000,000, with $300,000 due on or before June 1, 2020 and $700,000 on or before September 1, 2020. Additionally, we will owe Yissum an additional USD$1,500,000 upon the earlier of the following events: (i) the first commercial sale of a pharmaceutical product based on the Technology, or (ii) the later of: (a) the first commercial sale of any product based on the Technology, and (b) when we receive an aggregate of USD$1,500,000 in gross revenue from all sales of products based on the Technology.

The description of the Technology Agreement set forth in this report is qualified in its entirety by reference to the full text of that document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Consulting Agreement

In connection with the Technology Agreement, on March 1, 2019, we entered into a Consulting Agreement with Yissum and Prof. Elka Touitou (Consultant), under which Consultant will provide us with consulting services comprised of the following: (i) providing advice, support, theories, techniques formulations and improvements in connection with our scientific research and product development activities related to the development and commercialization of the Technology and products and services (ii) making presentations and be a speaker (including a keynote speaker) at local and international conferences and events to be mutually agreed upon us and the Consultant in advance; (iii) reading and reviewing relevant scientific publications; and (iv) reviewing and commenting on all patent applications and patents within the Technology and any other of our new patents applications and/or patents in the field of Cannabinoids and hemp (including high dosage THC, THC or Cannabidiols (CBD)), which 100% of all discoveries, know-how and patents will be owned by WEED, Inc. In exchange for her services under the Agreement, the Consultant receives: (i) $75,000 one-time consultancy fee, (ii) a monthly consultancy fee of USD$6,250, and (iii) 75,000 shares of our common stock, restricted with a standard restrictive legend. The Consulting Agreement is for a term of two years.