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.”
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.
FORM OF Panacea Life Sciences Holdings, Inc. CONSULTING AGREEMENTConsulting Agreement • October 5th, 2023 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • Florida
This Consulting Agreement (this “Agreement”) is made as of June 30, 2023, by and between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Company”), and Gary Wilder (“Consultant”).
FORM OF PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 5th, 2023 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), made as of June 30, 2023, by and among Gary Wilder, a Florida resident (“Pledgor”) and Panacea Life Sciences Holdings, Inc., a Nevada corporation (“PLSH” and together with the Pledgor, the “Parties”).
FORM OF LEAK OUT AGREEMENTLeak-Out Agreement • October 5th, 2023 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • Nevada
This LEAK-OUT AGREEMENT (the “Agreement”) is made as of September 30, 2023 (the “Effective Date”) by and between Panacea Life Sciences Holdings, Inc. a Nevada corporation, (the “Company”), and the undersigned (the “Stockholder”) of the Company.
Panacea Life Sciences Holdings, Inc. 16194 West 45th Drive Golden, CO 80403Consulting Agreement • October 5th, 2023 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • Florida
This letter confirms the agreement (the “Agreement”) between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Buyer”) and Gary Wilder, an individual resident of Florida (“Wilder”), regarding that certain Consulting Agreement by and between Buyer and Wilder (the “Consulting Agreement”), executed in connection with that certain Asset Purchase Agreement by and between the Buyer and Wilder, dated as of June 30, 2023 (the “APA”). Upon execution by all parties hereto, this Agreement will constitute a binding agreement among the parties hereto that may not be amended without such parties’ written consent. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the APA and the Consulting Agreement.
