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EXHIBIT 10.1

FREEDOM HOLDINGS, INC. aka

Freedom Acquisition Corp, a Florida corporation

106 Ogden St., PO Box 591, Ossian IN, 46777

January 18, 2023

MedCann Industries, Inc.

Mr. John Vivian, CEO

21605 Independence Ave.

Chatsworth, CA 91311

Dear John

This Binding Definitive Agreement (“Agreement”) memorializes the principal terms upon which MedCann Industries, Inc., (MedCann) (the “Buyer”), agrees to purchase $50,000 worth of Freedom Holdings, Inc. (“FHLD”) common shares or 40,000,000 @ $0.00125 per share which represents the control of FHLD as of the date of this agreement. The control is made up of issued and outstanding shares of Freedom Holdings, Inc., (the “Company).

At the closing of the Transaction (the “Closing”), and on the terms and subject to all the conditions of this Agreement FHLD shall become a majority owned subsidiary of Buyer (“Acquisition”).

Upon execution of this Agreement, the Parties shall work in good faith to complete the Acquisition, including by meeting the following interim goals:

(1) the Company shall promptly make its information and personnel available for Buyer’s due diligence review.

(2) The Parties shall seek approval for the Acquisition, based on this Agreement and the final forms of the other transaction documents, from their respective boards or other governing bodies or persons, no later than January 15, 2023.

(5) Subject to the satisfaction of the closing conditions in the Agreement, the Parties shall close the Acquisition.

Principal Terms of Acquisition

Buyer

MedCann Industries, Inc.

Seller/Company

Freedom Holdings, Inc. aka Freedom Acquisition Corp a Florida Corporation (“FHLD or the Company”).

Good Faith Efforts

With respect to financial statements, Buyer is not current in all of its filings however the Seller has engaged outside auditors BF Borgers, CPA, to audit and review the Company’s financial statements in compliance with PCAOB standards, including all opinion letters and other documents as shall be necessary to allow the Company to be acquired by Buyer pursuant to all applicable SEC and other rules and regulations and to allow Buyer to timely file all necessary securities filings with the SEC (collectively, the “Audit”).  .

Confidentiality

The existence of this Agreement and the contents hereof, as well as all mutually discussed, projections, forecasts, technology, processes, management, related entities, shareholders, members and other materials relating to any of the parties, or their subsidiaries and other affiliates shall all be treated as confidential information by the parties and shall not be disclosed or used by any party without the written consent of the other party. The parties shall cause their affiliates to observe the confidentiality provided for in this Agreement. For the avoidance of doubt, the parties may disclose such information (a) to such party’s bankers and other financing sources, employees and professional advisors, in each case under a confidential relationship, in connection with the Acquisition, and (b) if required pursuant to any court order, investigation by a governmental or regulatory entity, and any applicable law or regulation (including applicable securities laws and regulations and rules promulgated thereunder), and if such disclosure is required, the party from whom such disclosure is sought will, if practicable, (i) request that the subject matter to be disclosed be kept confidential and not used for any purpose, (ii) to the extent permitted by law, give reasonable advance notice in writing to the other party that such disclosure has been required, (iii) to the extent permitted by law, make such disclosure as late as legally permissible (as determined by the party making such disclosure upon the advice of its counsel), and (iv) limit the information to be disclosed to that which is required to be disclosed.

Miscellaneous (Binding Terms)

This Agreement supersedes and replaces in its entirety any oral or written agreement between the Company, Seller and Buyer relating to the subject matter hereof.  No binding agreement providing for the Acquisition has been deemed to exist unless and until a Definitive Agreement between Buyer and the Company is executed and delivered, and unless and until a Definitive Agreement is executed and delivered, none of the Parties will have any legal obligation to any other party of any kind with respect to the Acquisition or otherwise; except that the terms herein in the sections entitled Due Diligence, Exclusivity and Operations during the Exclusivity Period, Confidentiality, Expense Reimbursement, Termination and Miscellaneous shall be legally binding upon the Parties.

If any of the foregoing binding terms of this Agreement, as applied in any circumstance, shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstance, or the validity or enforceability of the remaining binding terms of this Agreement.

This Agreement shall be governed by Florida law, without reference to conflicts of law’s provisions thereof.

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We look forward to consummating this transaction as soon as possible. If the foregoing terms and conditions are acceptable, please sign below and return to us.

This agreement shall be declared effective on the date fully executed below.

Acknowledged and agreed to be

Legally binding the on the Buyer as set forth herein:

MEDcann Industries, Inc.

/s/ John Vivian                 

CEO

Date: 1-18-2023