Exhibit 10.1 


PURCHASE
AGREEMENT


This
Purchase Agreement ("Agreement") is made as of September 30, 2015 by and between Med-Cannabis Pharma, Inc..,
a Nevada corporation ("Buyer"), The Individuals and/or Companies signing as the Sellers on the
signature page herein, ("Sellers") and World of Weed, Inc. a Colorado Corporation (“Company”).


PRELIMINARY
STATEMENT


Sellers
desires to sell, and Buyer desires to purchase, the shares ("Shares") of World of Weed, Inc. (“The Company
or WOW”) (that Sellers own) in WOW, a corporation, organized under the laws of Colorado (the "Company"),
on the terms and subject to the conditions set forth in this Agreement.


AGREEMENT


The
parties, intending to be legally bound, agree as follows:


ARTICLE
1




 


DEFINITIONS


For
the purposes of this Agreement, the following terms and variations on them have the meanings specified in this Article 1:


"Buyer"
is defined in the first paragraph of this Agreement.


"Buyer
Shares" means newly issued shares of Buyer common stock, par value $.001 per share.


"Closing"
means the consummation and completion of the purchase and sale of the Shares.


"Closing
Date" means the date on which the Closing actually takes place.


"Company"
is defined in the Preliminary Statement.


"Company
Contract" means any Contract (a) under which the Company has or may acquire rights, (b) under which the Company
is or may become subject to Liability or (c) by which the Company or any of its assets is or may become bound.


"Consent"
means any approval, consent, ratification, waiver or other authorization.


"Contemplated
Transactions" means all of the transactions to be carried out in accordance with this Agreement, including the purchase
and sale of the Shares, the performance by the parties of their other obligations under this Agreement.


"Contract"
means any contract, agreement, commitment, understanding, lease, license, franchise, warranty, guaranty, mortgage, note, bond
or other instrument or consensual obligation (whether written or oral and whether express or implied) that is legally binding.


"Contravene"
-- an act or omission would "Contravene" something if, as the context requires:


(a)the
act or omission would conflict with it, violate it, result in a breach or violation of or failure to comply with it, or constitute
a default under it;


(b)the
act or omission would give any Governmental Body or other Person the right to challenge, revoke, withdraw, suspend, cancel, terminate
or modify it, to exercise any remedy or obtain any relief under it, or to declare a default or accelerate the maturity of any
obligation under it; or


(c)the
act or omission would result in the creation of an Encumbrance on the stock or assets of the Company.


"Encumbrance"
means any charge, claim, mortgage, servitude, easement, right of way, community or other marital property interest, covenant,
equitable interest, license, lease or other possessory interest, lien, option, pledge, security interest, preference, priority,
right of first refusal or similar restriction.


"Financial
Statements" is defined in Section 3.4.


"GAAP"
means generally accepted accounting principles for financial reporting in the United States.


"Governing
Document" means any charter, articles, bylaws, certificate, statement, statutes or similar document adopted, filed or
registered in connection with the creation, formation or organization of an entity, and any Contract among all equityholders,
partners or members of an entity.


"Governmental
Authorization" means any Consent, license, permit or registration issued, granted, given or otherwise made available
by or under the authority of any Governmental Body or pursuant to any Law.


"Governmental
Body" means any (a) nation, region, state, county, city, town, village, district
or other jurisdiction, (b) federal, state, local, municipal, foreign or other government,
(c) governmental or quasi-governmental authority of any nature (including any governmental
agency, branch, department or other entity and any court or other tribunal), (d) multinational
organization, (e) body exercising, or entitled to exercise, any administrative, executive,
judicial, legislative, police, regulatory or taxing authority or power of any nature, or (f)
official of any of the foregoing.


"Knowledge"
means, with respect to Seller, the actual knowledge after reasonable investigation of Seller or of the Company's directors, officers
or senior managerial employees.


"Law"
means any constitution, law, statute, treaty, rule, regulation, ordinance, code, binding case law, principle of common law or
notice of any Governmental Body.


"Liabilities"
includes liabilities or obligations of any nature, whether known or unknown, whether absolute, accrued, contingent, choate, inchoate
or otherwise, whether due or to become due, and whether or not required to be reflected on a financial statement prepared in accordance
with GAAP.


"Order"
means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator
and any Contract with any Governmental Body pertaining to compliance with Law.


"Ordinary
Course of Business" refers to actions taken in the Company's normal operation, consistent with its past practice and
having no material adverse effect on the financial or other condition, results of operations, assets, Liabilities, equity, business
or prospects of the Company.


"Person"
refers to an individual or an entity, including a corporation, share company, limited liability company, partnership, trust, association,
Governmental Body or any other body with legal personality separate from its equityholders or members.


"Proceeding"
means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative,
judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by
or before, or otherwise involving, any Governmental Body or arbitrator.


"Purchase
Price" is defined in Section 2.2.


"Securities
Act" means the Securities Act of 1933.


"Securities
Exchange Act" means the Securities Exchange Act of 1934.


"Seller
Release" is defined in Section 2.4(a)(ii).


"Seller"
is defined in the first paragraph of this Agreement.


"Seller's
Disclosure Schedule" means the disclosure schedule delivered pursuant to Article 3 by Seller to Buyer concurrently
with the execution of the Agreement.


"Shares"
is defined in the Preliminary Statement.


ARTICLE
2




 


SALE AND TRANSFER OF SHARES; CLOSING


		2.1	SHARES



Upon
the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers will sell and transfer the Shares
to Buyer, and Buyer will purchase and acquire the Shares from Sellers.


		2.2	PURCHASE
                                         PRICE






The
purchase price for the Shares (the "Purchase Price") will be paid by delivery of Common Stock of Purchaser (Buyer)
in an amount to equal 10.02 shares for each one share of WOW that the seller sells ( shown on the signature page) rounded down
to the nearest whole share. After the closing the World of Weed shareholders will own 50.00149% of the outstanding stock (assuming
all convert their stock) of the total common stock issued in MCPI.


		2.3	CLOSING






The
Closing will take place at the offices of Buyer, at 10:00 a.m. (local time) on the date that is two business days following the
satisfaction or waiver of each of the conditions set forth in Articles 5 and 6, and the audit of WOW (The Company)
unless Buyer and Sellers agree otherwise.


CLOSING
DELIVERIES


At
the Closing:


(a)               
Seller will deliver to Buyer:


(i)                
certificates representing the Shares, duly endorsed in blank (or accompanied by duly executed stock powers in blank);


(ii)              
a release in the form of Exhibit 2.4(a)(ii) executed by Sellers (the "Seller Release");


(iii)            
a certificate executed by Seller as to the accuracy of Seller's representations and warranties as of the date of this Agreement
and as of the Closing in accordance with Section 6.1 and as to their compliance with and performance of its covenants
and obligations to be performed or complied on or before the Closing Date in accordance with Section 6.2.


(b)              
Buyer will deliver:


(i)                
Common Stock certificates in the amount agreed to by Buyer and Sellers of the Buyers stock.


(ii)              
a certificate executed by the President of Buyer as to the accuracy of Buyer's representations and warranties as of the date of
this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance
of its covenants and obligations to be performed or complied with on or before the Closing Date in accordance with Section 7.2.


ARTICLE
3




 


REPRESENTATIONS AND WARRANTIES OF SELLER





Seller
represents and warrants to Buyer that:


		3.1	ORGANIZATION
                                         AND GOOD STANDING



The
Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization,
with full corporate power and authority to conduct its business as presently conducted, to own or use the properties and assets
that it purports to own or use, and to perform all its obligations under all its Company Contracts.


		3.2	ENFORCEABILITY;
                                         NO CONFLICT






(a)               
Sellers and the Company have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement
and to perform their obligations under this Agreement. Assuming due authorization, execution and delivery of this Agreement by
Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller and the Company, enforceable against Seller
and the Company in accordance with its terms.


(b)              
Sellers and the Company are not and will not be required to give any notice to any Person or obtain any Consent or Governmental
Authorization in connection with the execution and delivery of this Agreement or the consummation or performance of any of the
Contemplated Transactions.


(c)               
Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions
will directly or indirectly (with or without notice or lapse of time) (i) Contravene any provision of the Governing Documents
of the Company, (ii) Contravene any Company Contract, Governmental Authorization, Law or Order to which Company or Seller,
or any of the assets owned or used by the Company, may be subject, or (iii) result in the imposition or creation of any Encumbrance
upon or with respect to any of the assets owned or used by the Company.


		3.3	CAPITALIZATION
                                         AND OWNERSHIP



The
authorized equity securities of the Company consist of  500,000,000 shares of common stock, par value $____.001____
per share, of which 5,000,000 shares are issued and outstanding. The Shares represent all of the issued and outstanding shares
in the Company. Seller is and will be on the Closing Date the record holders and beneficial owners of the Shares, free and clear
of all Encumbrances. All of the outstanding equity securities of the Company have been duly authorized and validly issued and
are fully paid and nonassessable. There are no Contracts relating to the issuance, sale or transfer of any equity securities or
other securities of the Company.


		3.4	FINANCIAL
                                         STATEMENTS



Seller
will furnishe to Buyer financial statements as of December 31, 2014 (collectively, the "Financial Statements"),
which is in the form of a listing of assets and liabilities. The Financial Statements were prepared in accordance with the books
and records of the Company. The Financial Statements and notes thereto are complete and fairly present the assets, liabilities
and financial condition of the Company as of the date thereof. There will be no liabilities owed to Seller or Seller’s family.


		3.5	NO
                                         UNDISCLOSED LIABILITIES






The
Company has no Liabilities except for Liabilities reflected or reserved against in the Financial Statements, and current Liabilities
incurred in the Ordinary Course of Business since the respective dates thereof.


		3.6	CONTRACTS;
                                         NO DEFAULTS






(a)               
Section 3.6 of Seller's Disclosure Schedule contains an accurate and complete list of:


(i)                
each Company Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value
in excess of $10,000;


(ii)              
each Company Contract that involves performance of services for or delivery of goods or materials to the Company of an amount
or value in excess of $10,000; and


(iii)            
each Company Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure or receipt
by the Company of an amount or value in excess of $10,000.


		3.7	LEGAL
                                         PROCEEDINGS; ORDERS



(a)               
There exists no pending Proceedings (i) by or against the Company or that otherwise relate to or may affect the business
of, or any of the assets owned or used by, the Company or (ii) that challenge, or that may have the effect of preventing,
delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Seller's Knowledge, no other
such Proceeding has been threatened, and no event has occurred or circumstance exists that may give rise to or serve as
a basis for the commencement of any such Proceeding.


(b)              
There exists no pending Order to which the Company, or any of the assets owned or used by the Company, is or has been subject.


		3.8	SECURITIES
                                         LAW MATTERS



NONE


		3.9	BROKERS
                                         OR FINDERS



Seller
has not incurred any Liability for brokerage or finders' fees or agents' commissions or other similar payment in connection with
the Contemplated Transactions.


ARTICLE
4




 


REPRESENTATIONS
AND WARRANTIES OF BUYER 


Buyer
represents and warrants to Seller that:


		4.1	ORGANIZATION



Buyer
is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.


		4.2	ENFORCEABILITY;
                                         NO CONFLICT






(a)               
Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and to perform its obligations
under this Agreement, which actions have been duly authorized and approved by all necessary corporate action of Buyer. Assuming
the execution and delivery of this Agreement by Seller, this Agreement constitutes the legal, valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms.


(b)              
Buyer is not and will not be required to obtain any Consent or Governmental Authorization in connection with the execution and
delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.


(c)               
Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions
by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant
to (i) any provision of Buyer's Governing Documents, (ii) any resolution adopted by the board of directors or the stockholders
of Buyer, (iii) any Law, Order or Governmental Authorization to which Buyer may be subject or (iv) any Contract to which
Buyer is a party or by which Buyer may be bound.


		4.3	BROKERS
                                         OR FINDERS



Buyer
has not incurred any Liability for brokerage or finders' fees or agents' commissions or other similar payment in connection with
the Contemplated Transactions.


ARTICLE
5




 


COVENANTS
OF THE PARTIES BEFORE CLOSING


 


		5.1	ACCESS
                                         AND INVESTIGATION






Between
the date of this Agreement and the Closing Date and upon reasonable advance notice from Buyer, Seller will, and will cause the
Company to, (a) afford Buyer full and free access to Company’s personnel, properties, Contracts, books and records, and
other documents and data, (b) furnish such Persons with copies of all such Contracts, books and records, and other documents and
data as Buyer may reasonably request, and (c) furnish such Persons with such additional financial, operating and other data and
information as Buyer may reasonably request.


		5.2	OPERATION
                                         OF THE BUSINESS OF THE COMPANY






Between
the date of this Agreement and the Closing Date, Seller will, and will cause the Company to, (a) conduct its business only
in the Ordinary Course of Business, (b) use their Best Efforts to preserve intact the current business organization of the
Company, keep available the services of the current officers, employees and agents of the Company, and maintain relations and
goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the
Company, (c) confer with Buyer concerning operational matters of a material nature and (d) otherwise report periodically
to Buyer concerning the status of the business, operations and finances of the Company.


		5.3	REQUIRED
                                         APPROVALS



As
promptly as practicable after the date of this Agreement, Buyer and Seller will, and Seller will cause the Company to, make all
filings that they are required by Law to make to consummate the Contemplated Transactions. Between the date of this Agreement
and the Closing Date, Buyer and Seller will, and Seller will cause the Company to, (a) cooperate with the other Party with
respect to all filings that such Party elects to make or that such Party is required by Law to make in connection with the Contemplated
Transactions, and (b) cooperate with Buyer in obtaining any Governmental Authorizations.


		5.4	[SHAREHOLDER
                                         APPROVAL






Buyer
does not require shareholder approval


 


ARTICLE
6




 


CONDITIONS
PRECEDENT TO BUYER'S OBLIGATION TO CLOSE


 


Buyer's
obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the
satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by Buyer, in whole
or in part):


		6.1	ACCURACY
                                         OF REPRESENTATIONS



 All
of Seller's representations and warranties in this Agreement (considered both collectively and individually) must have been accurate
in all material respects as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date
as if then made.


		6.2	SELLERS’
                                         AND COMPANY’S PERFORMANCE






All
of the covenants and obligations that Seller and Company is required to perform or to comply with under this Agreement on or before
the Closing Date (considered both collectively and individually) must have been duly performed and complied with in all material
respects.


		6.3	STOCKHOLDER
                                         APPROVAL



The
Buyer’s stockholders if required by the Bylaws of Buyer shall have approved the Contemplated Transactions.


 


ARTICLE
7




 


CONDITIONS
PRECEDENT TO SELLER'S OBLIGATION TO CLOSE 


Seller's
obligation to sell the Shares and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction,
on or before the Closing Date, of each of the following conditions (any of which may be waived by Seller, in whole or in part):


		7.1	ACCURACY
                                         OF REPRESENTATIONS



All
of Buyer's representations and warranties in this Agreement (considered both collectively and individually) must have been accurate
in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date
as if then made.


		7.2	BUYER’S
                                         PERFORMANCE



All
of the covenants and obligations that Buyer is required to perform or to comply with under this Agreement on or before the Closing
Date (considered both collectively and individually) must have been performed and complied with in all material respects.


ARTICLE
8




 


TERMINATION


		8.1	TERMINATION
                                         EVENTS



Subject
to Section 8.2, this Agreement may, by notice given before or at the Closing, be terminated:


(a)               
by mutual consent of Buyer and Seller;


(b)              
by Buyer if the satisfaction of any condition in Article 6 is or becomes impossible (other than through the failure
of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition;


(c)               
by Seller if the satisfaction of any condition in Article 7 is or becomes impossible (other than through the failure
of Seller to comply with its obligations under this Agreement) and Seller has not waived such condition; and


(d)              
by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this
Agreement to comply fully with its obligations under this Agreement) on or before August 31, 2014, or such later date as
Buyer and Seller may agree upon.


		8.2	EFFECT
                                         OF TERMINATION



Each
party's right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement
or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated
pursuant to Section 8.1, all obligations of the parties under this Agreement will terminate; provided, however,
that if this Agreement is terminated by a party because of the breach of the Agreement by another party or because one or more
of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of any other party's
failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive
such termination unimpaired.


ARTICLE
9




 


INDEMNIFICATION;
REMEDIES


 


 


		9.1	SURVIVAL



All
representations, warranties, covenants and obligations in this Agreement, and any other certificate or document delivered pursuant
to this Agreement will survive the Closing and the consummation of the Contemplated Transactions.


ARTICLE
10




 


GENERAL PROVISIONS


		10.1	EXPENSES



Except
as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution and performance of this Agreement and the Contemplated Transactions, including all
fees and expenses of its Representatives.


		10.2	FURTHER
                                         ACTIONS



Upon
the request of any party to this Agreement, the other parties will (a) furnish to the requesting party any additional information,
(b) execute and deliver, at their own expense, any other documents and (c) take any other actions as the requesting
party may reasonably require to more effectively carry out the intent of this Agreement and the Contemplated Transactions.


		10.3	ENTIRE
                                         AGREEMENT AND MODIFICATION



This
Agreement supersedes all prior agreements among the parties with respect to its subject matter a complete and exclusive statement
of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented
or otherwise modified except in a written document executed by the party against whose interest the modification will operate.


		10.4	SEVERABILITY



If
a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the other provisions of this
Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid or unenforceable.


		10.5	GOVERNING
                                         LAW



This
Agreement will be governed by and construed under the laws of California without regard to conflicts of laws principles that would
require the application of any other law.


		10.6	COUNTERPARTS



This
Agreement may be executed in two or more counterparts. The parties have executed and delivered this Agreement as of the date indicated
in the first sentence of this Agreement. 


	 	Med-Cannabis Pharma, Inc.	 	World of Weed, Inc.
	 	 	 	 
	 	 	 	 
	 	By: /s/ Graciela Moreno	 	By: /s/ Anthony Russo
	 	             President	 	             Chairman of the Board
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	By /s/ Anthony Russo
	 	 	 	             Shareholder