0001493152-21-031993 Sample Contracts

PROMISSORY NOTE EXCHANGE AGREEMENT
Promissory Note Exchange Agreement • December 20th, 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”).

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EMPLOYMENT AGREEMENT
Employment 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.

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