REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2022 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 3, 2022, between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
November 27, 2019, between Exactus, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including each successors and assigns, the “Purchaser” or in the aggregate, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
This SECURITY AGREEMENT, dated as of November 27, 2019 (this “Agreement”), is among Exactus, Inc., a Nevada corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and 3i, LP, as a secured party and Agent, and the other secured parties signatory hereto their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
SUBSIDIARY GUARANTEE, dated as of November 27, 2019 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), between Exactus, Inc., a Nevada corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Agreement is being entered into pursuant to the Securities Purchase Agreement dated as of the date hereof between the Company and the Purchaser (the “Purchase Agreement”).
WARRANT TO PURCHASE COMMON STOCK OF PANACEA LIFE SCIENCES HOLDINGS, INC.Panacea Life Sciences Holdings, Inc. • March 4th, 2022 • Medicinal chemicals & botanical products
This Warrant may be exercised in accordance with its terms at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on May 18, 2027 (the “Termination Date”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) of this Warrant.
COMMON STOCK PURCHASE WARRANT EXACTUS, INC.Exactus, Inc. • December 4th, 2019 • Heating equipment, except electric & warm air furnaces
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 3i, LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 27, 2019 (the “Issuance Date”) and on or prior to the close of business on the second (2nd) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Exactus, Inc., a Nevada corporation (the “Company”), up to 275,612 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 7th, 2021 • Exactus, Inc. • Medicinal chemicals & botanical products • Nevada
This Indemnification Agreement (the “Agreement”) is entered into as of June 30, 2021 by and between Panacea Life Sciences Holdings, Inc., a Nevada corporation f/k/a Exactus, Inc. (the “Company”), and _______________ (the “Indemnitee”) and replaces any and all Indemnification Agreements previously entered into between the parties.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 11th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 1st day of March, 2019, by and between Exactus, Inc. a Nevada corporation headquartered at 4870 Sadler Road, Suite 300, Glen Allen, VA 23060 (“Company”) and Andrew Johnson, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean March 1, 2019.
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2016 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • Virginia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on December 15, 2015 by and between Exactus BioSolutions Corporation, a Delaware corporation, having an address of 4870 Sadler Rd Suite 300 Glen Allen VA 23238 (the “Company”), and Mr. Philip J. Young (the “Executive”).
SENIOR CONVERTIBLE NOTE OF PANACEA LIFE SCIENCES HOLDINGS, INC.Panacea Life Sciences Holdings, Inc. • March 4th, 2022 • Medicinal chemicals & botanical products • New York
This Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this “Note” (the “Other Notes”) is issued pursuant to the Exchange Agreement, dated as of March 3, 2023, between the Company and the Holder. Certain capitalized terms used herein are defined in Section 26 of this Note. Capitalized terms used, but not otherwise defined herein, shall have the meaning set forth in that certain Securities Purchase Agreement dated as of November 30, 2021 between the Company and Lincoln Park Capital Fund, LLC (the “Purchase Agreement).
EXCHANGE AGREEMENTExchange Agreement • January 14th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • Nevada
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of __________ ___, 20___, is made by and between Exactus, Inc., a Nevada corporation (the “Company”), and the holder of the Note (as defined below) signatory hereto (the “Holder”).
SOLID SOLAR ENERGY, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 16th, 2012 • Solid Solar Energy, Inc.
STOCK AND WARRANT SUBSCRIPTION AGREEMENT EXACTUS, INC.Stock and Warrant Subscription Agreement • July 7th, 2016 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • Nevada
This Stock and Warrant Subscription Agreement (the “Agreement”) is entered into as of June , 2016 (the “Effective Date”), by and between Exactus, Inc., a Nevada corporation (hereinafter the “Company”) and POC Capital, LLC, a California limited liability company (the “Subscriber”).
PROCEEDS INTEREST AGREEMENTProceeds Interest Agreement • August 7th, 2013 • Solid Solar Energy, Inc. • Heating equipment, except electric & warm air furnaces • New York
This PROCEEDS INTEREST AGREEMENT (this "Agreement") is entered into as of May 13, 2013 (the “Effective Date”) by and between Solid Solar Energy, Inc., a Nevada corporation (“Solid”), Finishing Touches Home Goods Inc., a Nevada company (“Parent”), and IP Acquisition Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Company”). Solid and Company are individually referred to herein from time to time as a “Party” and are collectively referred to herein from time to time as the “Parties.” Except as otherwise noted, capitalized terms shall have such meanings as set forth in this Agreement or as indicated in Section 1.
PATENT PURCHASE AGREEMENTPatent Purchase Agreement • August 7th, 2013 • Solid Solar Energy, Inc. • Heating equipment, except electric & warm air furnaces • New York
PATENT PURCHASE AGREEMENT (this “Agreement”), effective as of May 13, 2013 (“Effective Date”), by and between Finishing Touches Home Goods Inc., a Nevada company (“Parent”), IP Acquisition Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and Solid Solar Energy, Inc., a Nevada company (“Seller”), each a (“Party”) and collectively the (“Parties”). In consideration of the mutual promises in this Agreement, the Parties, intending to be legally bound, agree as follows:
PROMISSORY NOTE EXCHANGE AGREEMENTNote Exchange Agreement • December 17th, 2021 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • Colorado
THIS PROMISSORY NOTE EXCHANGE AGREEMENT (this “Agreement”) is made this 30th day of June, 2021 (the “Effective Date”), by and between PANACEA LIFE SCIENCES INC., a Colorado corporation with an address of 5910 South University Blvd, C18-193, Greenwood Village, CO 80121 (“Seller”), J & N REAL ESTATE COMPANY, L.L.C., a Colorado limited liability company with an address of 5910 South University Blvd, C18-193, Greenwood Village, CO 80121 (“Borrower”), 22ND CENTURY GROUP, INC., a Nevada corporation or its assignees or with an address of 8560 Main Street, Suite 4, Williamsville, New York 14221 (“22CG”) and 22ND CENTURY HOLDINGS, LLC, a Delaware limited liability company with an address of 8560 Main Street, Suite 4, Williamsville, New York 14221 (“Holdings”, and together with 22CG, “Buyer”).
MANAGEMENT EQUITY SUBSCRIPTION AGREEMENTManagement Equity Subscription Agreement • August 16th, 2012 • Solid Solar Energy, Inc. • New York
THIS MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July 30, 2012, by and between Solid Solar Energy, Inc., a Nevada corporation (the “Company”), and the individual named on the signature page hereto (“Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 17th, 2016 • Spiral Energy Tech., Inc. • Heating equipment, except electric & warm air furnaces • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”), made as of the last date set forth on the signature page hereof, is between Spiral Energy Tech., Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • July 7th, 2021 • Exactus, Inc. • Medicinal chemicals & botanical products • Nevada
This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of June 30, 2021, is entered into by and among Exactus, Inc., a Nevada corporation (the “Parent”), Panacea Life Sciences, Inc., a Colorado corporation (the “Company”), and the shareholders of the Company who executed this Agreement (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
FORM OF 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 26, 2020Permitted Indebtedness and Liens • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Promissory Notes of EXACTUS, INC., a Nevada corporation (the “Company”), having its principal place of business at 80 NE 4th Avenue, Suite 28, Delray Beach, Florida 33483, designated as its 8% Senior Secured Convertible Promissory Note due November 26, 2020 (this “Note”, and collectively with the other Notes of such series, the “Notes”).
FORM OF ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 5th, 2023 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • Florida
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of June 30, 2023 (the “Signing Date”), by and among Panacea Life Sciences Holdings, Inc., a Nevada corporation, or its assigns (“Buyer,” or “PLSH”), Lizard Juice, LLC, a Delaware limited liability company (“Lizard Juice”), Gary Wilder, an individual resident of Florida (“Wilder”), New Age Distribution, LLC, a Florida limited liability company (“New Age Distribution”), and N7 Enterprises, Inc., a Florida corporation and the parent company of Lizard Juice and New Age Distribution (“N7 Enterprises”), and collectively together with Lizard Juice, Wilder and New Age Distribution, its and their respective subsidiaries, affiliates and assigns, the “Seller” or “Sellers”), and each of the Holders (as defined below). Sellers and PLSH, as applicable, and Holders, as applicable, are sometimes referred to individually as a “Party” and collectively as the “Parties.”
DEBT FORGIVENESS AGREEMENTDebt Forgiveness Agreement • March 21st, 2014 • Spiral Energy Tech., Inc. • Heating equipment, except electric & warm air furnaces • New York
This Debt Forgiveness Agreement ("Agreement"), entered into effective March 31, 2013, by and among Spiral Energy Tech., Inc. (formerly Solid Solar, Inc.) (the "Company"), Clear Skies Solar, Inc. (“Clear Skies”) and Clear Skies’ wholly owned subsidiary Clear Skies Financial Corp. (“FC” and, together with Clear Skies, the “Seller”), in reference to the following:
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces
This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment ”) is made and entered into effective as of March 4, 2019 by and between Exactus, Inc. a Nevada corporation headquartered at 4870 Sadler Road, Suite 300, Glen Allen, VA 23060 (“Company”) and Kelley Wendt, an individual (“Executive”).
SUBSCRIPTION AGREEMENT EXACTUS, INC.Subscription Agreement • January 29th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • Nevada
Exactus, Inc., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2021 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • Nevada
This Employment Agreement (the “Agreement”), dated as of June 30, 2021 by and between Exactus, Inc. (the “Company”), and Leslie Buttorff (the “Executive”) shall commence on July 1, 2021 (the “Commencement Date”) and replaces in its entirety that certain Employment Agreement, dated as of December 31, 2017 with Executive and Panacea Life Sciences, Inc.
SUBSCRIPTION AGREEMENT SOLID SOLAR ENERGY, INC.Subscription Agreement • August 16th, 2012 • Solid Solar Energy, Inc. • Nevada
SOLID SOLAR ENERGY, INC., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:
SUPPLY AGREEMENTSupply Agreement • April 15th, 2021 • Exactus, Inc. • Medicinal chemicals & botanical products • Delaware
THIS SUPPLY AGREEMENT (this “Agreement ”) is made as of Feburary 3rd, 2020 (the "Effective Date" ), by and between HTO Holdings Inc., a corporation under the laws of the State of Delaware, having a place of business at 78000 Fred Waring Dr. Ste 103. Palm Desert CA, 92211, (" Supplier"), and Exactus, Inc., a corporation existing and organized under the laws of the Nevada, having a place of business at 80 NE 4th Avenue, Suite 28, Delray Beach, Florida 33483, (hereinafter "Buyer" or the "Company") (Buyer and Supplier may be referred as the "Parties" or “Party”).
Exactus, Inc. Assignment of LLC Membership InterestMembership Interest • December 17th, 2021 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • Nevada
THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this “Assignment”) is made as, of this June 30, 2021 (the “Effective Date”), by and between Paradox Capital Partners, LLC, a New Jersey limited liability company (“Assignee”) and shareholder of Exactus, Inc. a Nevada corporation (“Assignor”) concerning the limited liability membership interests of Exactus One World, LLC, an Oregon limited liability company, formerly known as Burros and Pirates, LLC (the “Company”).
FORM OF BILL OF SALEBill of Sale • October 5th, 2023 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products
THIS BILL OF SALE (this “Bill of Sale”) is entered into on September 30, 2023, y and among Panacea Life Sciences Holdings, Inc., a Nevada corporation, or its assigns (“Buyer,” or “PLSH”), Lizard Juice, LLC, a Delaware limited liability company (“Lizard Juice”), Gary Wilder, an individual resident of Florida (“Wilder”), New Age Distribution, LLC, a Florida limited liability company (“New Age Distribution”), and N7 Enterprises, Inc., a Florida corporation and the parent company of Lizard Juice and New Age Distribution (“N7 Enterprises”, and collectively together with Lizard Juice, Wilder and New Age Distribution, its and their respective subsidiaries, affiliates and assigns, the “Seller” or “Sellers”), for the benefit of Buyer.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 24th, 2021 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 18, 2021, is by and between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Company”), and _______________, an ______________ (the “Investor”).
Financial Consulting Services AgreementFinancial Consulting Services Agreement • August 22nd, 2016 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • Virginia
This letter (the “Agreement”), beginning on January 27, 2016 (the “Effective Date”) sets forth the terms and conditions by which Exactus BioSolutions (the “Company”) engage Kelley Wendt, CPA (the “Provider”), for consultancy services related but not limited to financial management.
SHARE EXCHANGE AGREEMENT BY AND AMONG SPIRAL ENERGY TECH., INC., EXACTUS BIOSOLUTIONS INC., and THE STOCKHOLDERS OF EXACTUS BIOSOLUTIONS INC. AS SIGNATORIES HERETO Dated as of February 29, 2016Share Exchange Agreement • March 4th, 2016 • Spiral Energy Tech., Inc. • Heating equipment, except electric & warm air furnaces • Nevada
This SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of February 29, 2016, by and among SPIRAL ENERGY TECH., INC., a Nevada corporation ("Purchaser"), EXACTUS BIOSOLUTIONS INC., a Delaware corporation, ("Exactus") and, the stockholders of Exactus signatory hereto (each individually, a “Stockholder” and collectively, the “Stockholders”).
MANAGEMENT AND SERVICES AGREEMENTManagement and Services Agreement • August 1st, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • Nevada
This MANAGEMENT AND SERVICES AGREEMENT (this "Agreement") is made as of July __, 2019, effective as of March 1, 2019, by and between Exactus, Inc. (the "Company"), a Nevada corporation, Ceed2Med, LLC (“C2M”), a Florida limited liability company, Vladislav Yampolsky (“Yampolsky”), Jamie Goldstein (“Goldstein”) and Emiliano Aloi (“Aloi”).
EXCHANGE AGREEMENTExchange Agreement • February 17th, 2016 • Spiral Energy Tech., Inc. • Heating equipment, except electric & warm air furnaces • Nevada
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of February 16, 2016, is made by and between Spiral Energy Tech., Inc., a Nevada corporation (“Company”), and the holder of shares of common stock of the Company signatory hereto (“Holder”).
