Freedom Leaf, Inc. (OTCPK:FRLF) signed a definitive agreement to acquire ECS Labs LLC from Carlos Frias, Daniel Nguyen, Alex Frias, and Chris Fagan for $12.1 million on May 21, 2019. The consideration consists of Freedom Leaf common stock to be issued at the closing of the acquisition. Freedom Leaf will also acquire ECS Labs two wholly-owned operating subsidiaries, which collectively constitute the “Green Lotus”. Upon the closing of the acquisition, Carlos Frias, will assume the role of Chief Executive Officer of Freedom Leaf. Daniel Nguyen of Green Lotus, Chief Science Officer, will continue in this role after the closing of the acquisition. Effective at the closing of the acquisition, Richard Groberg and Richard Segerblom will resign from the Board, and Carlos Frias and Daniel Nguyen will fill their vacancies on the Board. Post-completion, certain stockholders of Freedom Leaf will also enter into a voting agreement, effective at the closing of the acquisition, agreeing to vote their shares of capital stock in favor of a Board to be comprised of six members including two members appointed by Merida Capital Partners, two members from the Green Lotus members, and two members from the existing Freedom Leaf management team. The acquisition is expected to add significant management capabilities, including a 17-person sales team. The acquisition is subject to customary closing conditions, all governmental approvals, consents and waivers applicable and third Party Consents. Freedom Leaf will be hosting a shareholder call on May 23, 2019. The transaction is expected to close on or before May 27, 2019. Adam Foster, Esq. of Adam Foster Law acted a legal advisor to sellers. Jonathan Ain of Kleinberg, Kaplan, Wolff & Cohen, P.C. acted as legal advisor to Freedom Leaf.