ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 10, 2016, CannaSys, Inc. and Beta Killers LLC, a Colorado limited liability company, entered into an Asset Purchase Agreement ("APA") and a General Assignment and Bill of Sale, whereby CannaSys acquired all of the assets comprising the current version of the Citizen Toke application, including all Intellectual Property (as defined in the APA), code, and other intangibles and related documentation associated with Citizen Toke.

Concurrently with the execution of the APA, CannaSys and Beta Killers executed a Master Services Agreement whereby CannaSys engaged Beta Killers to provide professional services in areas of technology, product, and software development; branding, marketing, and business development; products sales and growth; and customer relations.

As part of this transaction, CannaSys engaged Benjamin Tyson, the chief executive officer of Beta Killers, for an initial two-year term pursuant to an Advisory Engagement Agreement and issued to him a Grant of Restricted Stock for 250,000 shares of CannaSys common stock, to vest over 12 months in accordance with the schedule set forth in the stock grant. The shares of common stock to be issued pursuant to the Grant of  Restricted Stock will be issued in reliance on the exemption from registration provided in Section 4(a)(2) and Rule 506 of the Securities Act of 1933, as amended, for transactions not involving any public offering. Mr. Tyson is an "accredited investor" as defined in Rule 501(a) of Regulation D and confirmed the foregoing and acknowledged that the securities were acquired for his own account, for investment only and not with a view to, or for resale in connection with, distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws, and the securities would not be disposed of in contravention of the Securities Act, any applicable state securities laws, the restricted stock grant, or CannaSys's charter documents. All certificates evidencing the shares of common stock will bear a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.