Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2023 (September 30, 2023)

Panacea Life Sciences Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-38190

27-1085858

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5910 South University Blvd, C18-193

Greenwood Village, CO 80121

(Address of principal executive offices, including zip code)

(800) 985-0515

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Acquisition of Assets

On September 30, 2023, Panacea Life Sciences Holdings, Inc., a Nevada corporation (“Panacea” or the “Company”) consummated the transactions contemplated by the Asset Purchase Agreement dated as of June 30, 2023 among Lizard Juice, LLC, a Delaware limited liability company (“Lizard Juice”), Gary Wilder, (“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 together with Lizard Juice, Wilder and New Age Distribution, the “Sellers”) and the Company, pursuant to which the Sellers sold and assigned to the Company, and the Company purchased and assumed from the Sellers, certain of the assets of Seller for 78,530 shares of a newly authorized class of convertible preferred stock of the Company (the “Series N-7 Preferred”), including eight Nitro Kava stores in the Tampa, Florida area, including inventory, equipment and recipes, distribution facilities and a warehouse (collectively, the “Nitro Kava Business”).

In exchange for the assets of the Nitro Kava Business, the Company paid the shareholders of Sellers 78,530 shares of Series N-7 Preferred, a portion of which is being held in escrow. The Purchase Agreement contained standard representations and warranties by the Company and the Sellers which, except for fundamental representations, remain in effect for twelve months following the closing date. 31,000 shares of the Series N-7 Preferred were pledged under a security interest, the release of which is contingent upon a mutual agreement of the parties or September 30, 2025 or if a claim is pending, a final non-appealable order of any court of competent jurisdiction.

Additional agreements ancillary to the asset acquisition were also executed, including but not limited to a bill of sale, a pledge and security agreement, various leases for the Nitro Kava Business retail locations, leakout agreements from the Sellers, a consulting agreement with Wilder, and a side agreement authorizing the Company to offset any acquisition-related cash expenses incurred by the Company with payments due under the consulting agreement with Wilder.

Pledge and Security Agreement

In connection with the transactions contemplated by the Purchase Agreement, the Company entered into a pledge and security agreement dated as of June 30, 2023 with Wilder (“Security Agreement”), pursuant to which Wilder granted to the Company a security interest and lien upon all of Wilder’s 31,000 shares of Series N-7 Preferred to collateralize Sellers’ obligations under the Purchase Agreement. Under the Security Agreement, Wilder delivered the pledged Series N-7 Preferred to Panacea for the period beginning at the Signing Date of the Asset Purchase Agreement and ending twenty-four (24) months thereafter. In the event of a claim under the Purchase Agreement, Panacea shall have the right to make distributions from the pledged Series N-7 Preferred to the Company as set out in the Purchase Agreement and the Security Agreement.

Consulting Agreement and Offset Agreement

In connection with the transactions contemplated by the Purchase Agreement, the Company entered into a consulting agreement dated as of June 30, 2023 with Wilder (“Consulting Agreement”), pursuant to which Panacea agreed to compensation Wilder with $20,000 per month in cash for a 6-month period, a total cash compensation of $120,000, to provide advisory services on marketing and advertising strategies, new product ideas and strategies, general advice and support, and development of an energy drink business unit, related to the ongoing Nitro Kava Business. Also in connection with the Purchase Agreement and the Consulting Agreement, the Company entered into a side letter agreement dated as of September 30, 2023 with Wilder (“Offset Agreement”), pursuant to which the Company shall have the right to offset any acquisition-related cash expenses, including but not limited to payroll costs and point of sale merchant account charges, incurred by the Company by charging such expenses to payments due under the Consulting Agreement with Wilder. The Company has the right to cancel the agreement with 30 days notice.

Lease Agreements

In connection with the transactions contemplated by the Purchase Agreement, the Company plans to enter into various lease agreements with the relevant landlords to the eight retail locations and warehouse comprising the Nitro Kava Business, as assignee.

Leakout Agreements

In connection with the transactions contemplated by the Purchase Agreement, the Company entered into various leakout agreements with the shareholders of Sellers, pursuant to which the shares of Common Stock of the Company deliverable to such holders upon conversion of the Series N-7 Preferred after 180 days from their issuance date shall be subject to certain restrictions on disposition (the “Leakout Agreements”). Under the Leakout Agreements, a condition to issuance of the Series N-7 Preferred, holders shall be permitted to sell an aggregate of up to the greater of one (1%) percent of the average daily volume during the prior ten (10) trading days, or in privately negotiated transactions (provided the purchaser enters into a joinder agreement and agrees to be subject to the same restrictions on such shares applicable to Seller).

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described under Item 1.01 of this Current Report on Form 8-K, on September 30, 2023, the Company completed its acquisition of certain assets related to the Nitro Kava Business from the Sellers in exchange for the issuance of 78,530 shares of N-7 Preferred. The foregoing does not constitute a complete summary of the terms of the Purchase Agreement or the transactions contemplated thereby, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated by reference herein.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the shares Series N-7 Preferred Stock by the Company pursuant to the Purchase Agreement is incorporated herein by reference. The securities issued pursuant to the Purchase Agreement are restricted securities and were offered and sold in a private transaction to accredited investors (as such term is defined in Rule 501(a), as promulgated under the Securities Act of 1933), without registration under the Securities Act and the securities laws of certain states, in reliance on the exemption provided by Section 4(a)(2) or Section 3(a)(9) of the Securities Act of 1933, as amended, and similar exemptions under applicable state laws. The securities sold in the foregoing transactions may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosures under Items 1.01 and 3.02 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.

On October 5, 2023, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada (the “Certificate of Designation”), which established 78,530 shares of the Series N-7 Preferred Stock, par value $0.001 per share, having such designations, rights and preferences as set forth in the Certificate of Designation, as determined by the Company’s Board of Directors in its sole discretion, in accordance with the Company’s Certificate of Incorporation and Bylaws. The Certificate of Designation became effective with the State of Nevada upon filing.

The shares of Series N-7 Preferred Stock have a stated value of $100.00 per share, are convertible into Common Stock at holder’s option after 180 days from issuance at a rate of 100 shares of Common Stock for each share of Series N-7 Preferred Stock converted, do not have voting rights, and rank: (a) senior with respect to dividend rights and rights of liquidation with the Common Stock; (b) junior with respect to dividends and right of liquidation with respect to the Company’s existing outstanding Preferred Stock; and (c) junior with respect to dividends and right of liquidation to all existing indebtedness of the Company. The holders of the Series N-7 Preferred Stock may convert the shares in accordance with the terms of the Certificate of Designation after the one hundred eightieth (180th) day following the date of issuance of the Series N-7 Preferred Stock.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On October 5, 2023, we issued a press release announcing the closing of the Purchase Agreement. A copy of the press release is included herewith as Exhibit 99.1.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or 1933, as amended, or the Exchange Act.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. The financial statements required by Item 9.01 with respect to the acquisition described in Item 2.01 are not being filed herewith but will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(b) Pro forma financial information. The pro forma financial information required by Item 9.01 with respect to the acquisition described in Item 2.01 above is not being furnished herewith but will be furnished by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

Exhibit No.		Description
3.1*		Certificate of Designation, as filed by Company with the Secretary of State of the State of Nevada on October 4, 2023.
10.1**		Form of Asset Purchase Agreement dated as of June 30, 2023
10.2*		Bill of Sale
10.3*		Form of Pledge and Security Agreement
10.4*		Form of Consulting Agreement
10.5*		Form of Offset Agreement
10.6*		Form of Leakout Agreement
99.1*		Press Release dated October 5, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*		Filed herewith.
**		Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PANACEA LIFE SCIENCES HOLDINGS, INC.

	By:	/s/ Leslie Buttorff
Date: October 5, 2023		Leslie Buttorff
		Principal Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
3.1*		Certificate of Designation, as filed by Company with the Secretary of State of the State of Nevada on October 4, 2023.
10.1**		Form of Asset Purchase Agreement dated as of June 30, 2023
10.2*		Bill of Sale
10.3*		Form of Pledge and Security Agreement
10.4*		Form of Consulting Agreement
10.5*		Form of Offset Agreement
10.6*		Form of Leakout Agreement
99.1*		Press Release dated October 5, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

Exhibit 3.1

FORM OF

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES N-7 CONVERTIBLE PREFERRED STOCK

The undersigned, Chief Executive Officer of Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on June 30, 2023;

WHEREAS, the Board of Directors is authorized within the limitations and restrictions stated in the Articles of Incorporation of the Corporation, as amended, to provide by resolution or resolutions for the issuance of 50,000,000 shares of Preferred Stock, par value $0.0001 per share, of the Corporation, in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Corporation’s Board of Directors shall fix by resolution or resolutions providing for the issuance thereof duly adopted by the Board of Directors; and

WHEREAS, it is the desire of the Board of Directors of the Company, pursuant to its authority as aforesaid in accordance with the corporation law of the State of Nevada, and as set forth in this Certificate of Designations, Preferences, Rights and Limitations of Series N-7 Convertible Preferred Stock, to designate the rights, preferences, restrictions and other matters relating to the Series N-7 Convertible Preferred Stock, which will consist of 78,530 shares of Series N-7 Convertible Preferred Stock, par value $0.0001 per share, which the Company has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of Preferred Stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of Preferred Stock as follows:

RESOLVED, FURTHER, that the chairman, chief executive officer, chief financial officer, president or any vice-president, and the secretary or any assistant secretary, of the Company be and they hereby are authorized and directed to prepare and file a Certificate of Designations, Preferences, Rights and Limitations of Series N-7 Preferred Stock in accordance with the foregoing resolution and the provisions of Nevada law.

ARTICLE I

Series N-7 Preferred Stock

Section 1. Designation and Amount. The Corporation shall be authorized to issue 78,530 shares of Series N-7 Convertible Preferred Stock, par value $0.0001 per share (the “Series N-7 Preferred Stock”), which will not be subject to increase without the consent of the holders (each a “Holder” and collectively, the “Holders”) of a majority of the outstanding shares of Series N-7 Preferred Stock. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series N-7 Preferred Stock are as set forth in this Certificate of Designation (this “Certificate of Designations”). Each share of Series N-7 Preferred Stock shall have a stated value of $100.00 (the “Stated Value”).

Section 2. Ranking and Voting.

Ranking. The Series N-7 Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends and right of liquidation with the Corporation’s common stock, par value 0.001 per share (“Common Stock”), and (b) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Corporation and existing and outstanding preferred stock of the Corporation.

Voting. Except as required by applicable law or as set forth herein, the holders of shares of Series N-7 Preferred Stock will have no right to vote on any matters, questions or proceedings of this Corporation including, without limitation, the election of directors. With respect to any voting rights of the Series N-7 Preferred Stock set forth herein, the Series N-7 Preferred Stock shall vote as a class, each share of Series N-7 Preferred Stock shall have one vote on any such matter, and any such approval may be given via a written consent in lieu of a meeting of the Series N-7 Holders. Any reference herein to a determination, decision or election being made by the “Majority Holders” shall mean the determination, decision or election as made by Holders holding a majority of the issued and outstanding shares of Series N-7 Preferred Stock at such time.

Section 3. Protective Provisions.

A. So long as any shares of Series N-7 Preferred Stock are outstanding, the Corporation may not, without the affirmative approval of the Majority Holders, (i) alter or change adversely the powers, preferences or rights given to the Series N-7 Preferred Stock or alter or amend this Certificate of Designations, (ii) amend its Articles of Incorporation, as amended, or other charter documents in breach of any of the provisions hereof, (iii) increase the authorized number of shares of Series N-7 Preferred Stock; or (iv) enter into any binding agreement with respect to any of the foregoing.

Section 4. Liquidation.

A. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or upon any Deemed Liquidation Event (as defined below), after payment or provision for payment of debts and other liabilities of the Corporation, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series N-7 Preferred Stock, if any, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series N-7 Preferred Stock by reason of their ownership thereof, the Holders will be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount with respect to each share of Series N-7 Preferred Stock equal to (i) the Stated Value plus (ii) any accrued but unpaid dividends, the Default Adjustment (as defined herein), if applicable, Failure to Deliver Fees (as defined herein), if any, and any other fees as set forth herein (the amounts in this clause (ii) collectively, the “Adjustment Amount”).

B. A “Deemed Liquidation Event” means: (a) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or, if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

B. If, upon any liquidation, dissolution or winding up of the Corporation or any Deemed Liquidation Event, the assets of the Corporation will be insufficient to make payment in full to all Holders of the liquidation preferences hereunder, then such assets will be distributed among the Holders at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

Section 5. Conversion.

A. Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the Issuance Date, to convert all or any part of the outstanding Series N-7 Preferred Stock into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issuance Date, or any shares of capital stock or other securities of the Corporation into which such Common Stock shall hereafter be changed or reclassified at the Conversion Rate determined as provided herein (a “Conversion”); provided, however, that in no event shall any Holder be entitled to convert any portion of the Series N-7 Preferred Stock in excess of that number of Series N-7 Preferred Stock that upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series N-7 Preferred Stock or the unexercised or unconverted portion of any other security of the Corporation subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of the Series N-7 Preferred Stock with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of Series N-7 Preferred Stock shall be determined by multiplying the Conversion Amount (as defined herein) by the Conversion Rate (as defined herein) then in effect on the date specified in the notice of conversion (the “Notice of Conversion”), attached hereto as Exhibit A, delivered to the Corporation by a Holder in accordance with the terms hereof; provided that the Notice of Conversion is submitted by e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Corporation before 6:00 p.m., Denver, Colorado time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00 p.m., Denver, Colorado time the Conversion Date shall be the next business day.

B. Conversion Rate. Each share of Series N-7 Preferred Stock convert into fully paid and non-assessable shares of Common Stock in an amount equal to 100 shares of the Corporation’s common stock, par value $0.0001 per share (the “Common Stock”) for each one share of Series N-7 Preferred Stock surrendered (the “Conversion Rate”). The Corporation shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round such fraction of a share of Common Stock up to the nearest whole share.

C. Authorized Shares. The Corporation covenants that during the period the conversion right exists, the Corporation shall reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the Series N-7 Preferred Stock issued. The Corporation represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Corporation shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Series N-7 Preferred Stock shall be convertible at the then current Conversion Rate, the Corporation shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Series N-7 Preferred Stock. The Corporation (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Series N-7 Preferred Stock, and (ii) agrees that its issuance of the Series N-7 Preferred Stock shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of the Purchase Agreement and the Series N-7 Preferred Stock.

Method of Conversion.

i. Mechanics of Conversion. As set forth in hereof, the shares of Series N-7 Preferred Stock may be converted by the Holder thereof, either as to all of such Holder’s shares of Series N-7 Preferred Stock or as to a portion of such Holder’s shares of Series N-7 Preferred Stock, at any time from time to time after one hundred eighty (180) days following the Issuance Date, by submitting to the Corporation a Notice of Conversion (by e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and within five (5) days following such conversion surrendering the converted Series N-7 Preferred Stock to the Corporation’s transfer agent.

ii. Surrender of Series N-7 Preferred Stock Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of the Series N-7 Preferred Stock in accordance with the terms hereof, the converting Holder shall be required to physically surrender any certificate representing the Series N-7 Preferred Stock being converted to the Corporation (or its transfer agent) and, in the event that less than all of the Series N-7 Stock represented by such certificate is being converted, the Corporation shall return to the applicable Holder a new certificate representing the unconverted shares of Series N-7 Preferred Stock.

iii. Delivery of Common Stock Upon Conversion. Upon receipt by the Corporation from a Holder of an e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as set forth herein, and the certificate representing the Series N-7 Preferred Stock as required herein, the Corporation shall issue and deliver or cause to be issued and delivered to or upon the order of the applicable Holder certificates for the Common Stock issuable upon such conversion, and any replacement certificate representing the unconverted shares of Series N-7 Preferred Stock, if applicable, within ten (10) business days after such receipt (the “Deadline”). Upon receipt by the Corporation of a Notice of Conversion, the applicable Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding Series N-7 Preferred Stock held by such applicable Holder shall be reduced to reflect such conversion, and, unless the Corporation defaults on its obligations hereunder, all rights with respect to the shares of Series N-7 Preferred Stock being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the applicable Holder shall have given a Notice of Conversion as provided herein and comply with the other requirements herein, the Corporation’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the applicable Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Corporation to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the applicable Holder of any obligation to the Corporation, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to the applicable Holder in connection with such conversion.

iv. Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Corporation is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the applicable Holder and its compliance with the provisions set forth herein, the Corporation shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the applicable Holder by crediting the account of applicable Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian system.

vi. Concerning the Shares. The shares of Common Stock issuable upon conversion of the Series N-7 Preferred Stock may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”) or (ii) the Corporation or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the applicable Holder who agrees to sell or otherwise transfer the shares only in accordance with this section and who is an accredited investor (as defined in Rule 501 under Regulation D promulgated pursuant to the Securities Act). Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of the Series N-7 Preferred Stock shall be removed and the Corporation shall issue to the applicable Holder a new certificate therefore free of any transfer legend if the Corporation or its transfer agent shall have received an opinion of counsel from applicable Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Securities Act, which opinion shall be accepted by the Corporation so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of the Series N-7 Preferred Stock such security is registered for sale by the applicable Holder under an effective registration statement filed under the Securities Act.

Effect of Certain Events.

i. Adjustment Due to Merger, Consolidation, Etc. If, at any time when the Series N-7 Preferred Stock are outstanding and prior to conversion of all of the Series N-7 Preferred Stock, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Corporation shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Corporation or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Corporation other than in connection with a plan of complete liquidation of the Corporation, then each Holder shall thereafter have the right to receive upon conversion of the Series N-7 Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which such Holder would have been entitled to receive in such transaction had the Series N-7 Preferred Stock been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holders to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Rate and of the number of shares issuable upon conversion of the Series N-7 Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Corporation shall not effect any transaction described in this section unless (a) it first gives, to the extent practicable, ten (10) days’ prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets, or the resulting successor or acquiring entity (if not the Corporation) assumes by written instrument the rights, preferences afforded to the Holders hereunder and obligations set forth herein. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

ii. Adjustment Due to Distributions. If the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Corporation’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then each Holder shall be entitled to receive the applicable portion of such Distribution on an as-converted-to-Common-Stock basis, assuming that the Series N-7 Preferred Stock were converted to Common Stock on the day immediately prior to the record date for holders of the Common Stock entitled to receive such Distribution, but, for the avoidance of doubt, without any conversion to Common Stock actually being required.

iii. Corporation’s Redemption Option. Notwithstanding anything herein to the contrary, at any time during the period beginning on the date of the issuance of shares of Series N-7 Preferred Stock (the “Issuance Date”) and ending on the date which is one hundred eighty (180) days following the Issuance Date (the “Redemption Period”), the Corporation shall have the right, at the Corporation’s option, to redeem all or any portion of the shares of Series N-7 Preferred Stock, exercisable on not more than three (3) business days prior written notice to the Holders, in full, in accordance with this Section E(iii). Any notice of redemption hereunder (an “Optional Redemption Notice”) shall be delivered to each Holder at its registered addresses and shall state: (1) that the Company is exercising its right to redeem the Series N-7 Preferred Stock; and (2) the date of redemption which shall be not more than three (3) business days from the date of the Optional Redemption Notice. On the date fixed for redemption in the Optional Redemption Notice (the “Optional Redemption Date”), the Company shall make payment of the Optional Redemption Amount (as defined herein) to the applicable Holder. If the Company exercises its right to redeem the Series N-7 Preferred Stock, the Company shall make payment to the applicable Holder(s) of an amount in cash equal to (i) the total number of Series N-7 Preferred Stock held by the applicable Holder multiplied by (ii) the Stated Value (the “Optional Redemption Amount”). If the Corporation delivers an Optional Redemption Notice and fails to pay the Optional Redemption Amount due to the applicable Holder within five (5) business days following the Optional Redemption Date, the Corporation shall forever forfeit its right to redeem the Series N-7 Preferred Stock pursuant to this Section E(iii).

F. Stock Register. The Corporation will keep at the offices of the transfer agent, a register of the Series N-7 Preferred Stock, which shall be prima facie indicia of ownership of all outstanding shares of Series N-7 Preferred Stock, and amounts so converted and the dates of such conversions. Upon the surrender of any certificate representing Series N-7 Preferred Stock at such place, the Corporation, at the request of the record Holder of such certificate, will execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the Holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate.

G. Taxes. The Corporation shall pay any and all documentary, stamp, transfer (but only in respect of the registered Holder thereof), issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Common Stock upon the conversion of Series N-7 Preferred Stock.

Section 6. Miscellaneous.

A. Lost or Mutilated Preferred Stock Certificate. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered Holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series N-7 Preferred Stock, and in the case of any such loss, theft or destruction upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the Holder is a financial institution or other institutional investor its own agreement will be satisfactory) or in the case of any such mutilation upon surrender of such certificate, the Corporation will, at its expense, execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

B. Failure or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

C. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery or email to a Holder, to the address of the Holder as set forth in the books and records of the Corporation. Any notice or other communication required or permitted to be given hereunder shall be deemed effective: (a) upon hand delivery or delivery by email, with accurate confirmation (if delivered on a business day during normal business hours where such notice is to be received), or the first (1^st) business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second (2^nd) business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

D. Jurisdiction. Any action brought by any party against any other concerning this Certificate of Designations shall be brought only in the state courts or in the federal courts located in the State of Nevada. The Corporation and each Holder hereby irrevocably waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Corporation and each Holder waives trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Certificate of Designations is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Certificate of Designations. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with the Series N-7 Preferred Stock by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

E. Remedies. The Corporation and each Holder acknowledge that a breach by it of its obligations hereunder will cause irreparable harm to the Corporation or the Holder, as applicable, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Corporation and each Holder acknowledges that the remedy at law for a breach of its obligations under this Certificate of Designations will be inadequate and agrees, in the event of a breach or threatened breach of the provisions of this Certificate of Designations, that the Corporation or the Holders, as applicable, shall be entitled, in addition to all other available remedies at law or in equity, (the parties will not be entitled of any punitive damages or penalties, but, only real and actual damages), to an injunction or injunctions restraining, preventing or curing any breach of this Certificate of Designations and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

G. Further Assurances. The Corporation shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as ant Holder may reasonably request in order to carry out the intent and accomplish the purposes of this Designation and any of the rights and preferences set forth herein including but not limited to the conversion of the Series N-7 Preferred Shares into shares of common stock whether by Rule 144 or a court approved settlement of conversion of the Series N-7 Preferred Shares into shares of common stock pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended.

F. Headings. The headings contained herein are for convenience only and will not be deemed to limit or affect any of the provisions hereof.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this June 29, 2023.

PANACEA LIFE SCIENCES HOLDINGS, INC.

	By:
	Name:	Leslie Buttorff
	Title:	Chief Executive Officer

EXHIBIT A

PANACEA LIFE SCIENCES HOLDINGS, INC.

CONVERSION NOTICE

Reference is made to the Certificate of Designations, Preferences, Rights and Limitations of the Series N-7 Convertible Preferred Stock of PANACEA LIFE SCIENCES HOLDINGS, INC. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series N-7 Convertible Preferred Stock, $0.0001 par value per share (the “Preferred Shares”), of PANACEA LIFE SCIENCES HOLDINGS, INC., a Nevada corporation (the “Company”), indicated below into shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Corporation, as of the date specified below.

Date of Conversion: __________________________________________________

Number of Preferred Shares to be converted:____________________________

Share certificate no(s). of Preferred Shares to be converted: _______________

Tax ID Number (If applicable): _________________________________________

Conversion Rate: 100

Number of shares of Common Stock to be issued: ________________________

Please issue the shares of Common Stock into which the Preferred Shares are being converted in the following name and to the following address:

Issue to: _____________________________________________________________

______________________________________________________________

Address: _____________________________________________________________

Telephone Number: ___________________________________________________

Email: _____________________________________________________

Holder: _______________________________________________________________

By: __________________________________________________

Title: ________________________________________________

Dated: _______________________________________________

Account Number (if electronic book entry transfer): ____________________________________

Transaction Code Number (if electronic book entry transfer): ____________________________

Exhibit 10.1

FORM OF

ASSET PURCHASE AGREEMENT

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.”

Recitals

A. Sellers own and operate a chain of eight retail non-alcoholic beverage locations, a beverage manufacturing warehouse and wholesale distribution center in the State of Florida (collectively the “Business”); and

B. Buyer desires to purchase certain assets from Sellers, and Sellers’s desire to sell certain assets to Buyer.

C. It is intended that (i) the purchase of the Purchased Assets contemplated by this Agreement shall be reported by the Parties as a reorganization pursuant to Section 368(a)(1)(C) of the Code, and this Agreement and the documents related hereto shall constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g), and (ii) the PLSH Shares received by N7 Enterprises in exchange for the Purchased Assets, which consist of all or substantially all of the assets of N7 Enterprises, will be subsequently distributed in liquidation to the Holders; provided, however that in the event of any conflict between the express terms of this Agreement or any other Transaction Documents and the requirements of Section 368(a)(1)(C) of the Code or any related regulation, the terms of this Agreement shall prevail.

NOW THEREFORE, the Parties agree as follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1 “Definitions” Capitalized terms have the meanings set forth below unless defined elsewhere in this agreement.

“Affiliate” means any Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

“Application Fees” means all fees paid to Governmental Authorities associated with the Change of Ownership applications.

“Business Contract” means all Contracts to which any Seller is a party and which are utilized in the conduct of the Business.

“Business Day” means a day other than Saturday, Sunday, or any day on which banks located in the State of Colorado are authorized or obligated to close.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any rules or regulations promulgated thereunder.

“Change of Ownership” means the transfer of ownership of the Licenses from Sellers to Buyer.

“Charter Documents” means with respect to any Person, the articles or certificate of incorporation, formation or organization and by-laws, the limited liability company agreement, or such other organizational documents of the Person, including those that are required to be registered or kept in the place of incorporation, organization or formation of the Person and which establish the legal personality of the Person.

“Claim” means any demand, claim, action, investigation, or Proceeding.

“Closing” and “Closing Date” shall have the meanings respectively as set forth in Section 2.4 hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock, par value $0.0001 per share, of PLSH.

“Contract” means any legally binding written contract, lease, license, evidence of indebtedness, mortgage, indenture, purchase order, binding bid, letter of credit, security agreement or other written and legally binding arrangement.

“Control” means the power, direct or indirect, to direct or cause the direction of the management and policies of a Person whether through ownership of voting securities or ownership interests, by Contract or otherwise, and specifically with respect to a corporation, partnership or limited liability company, means direct or indirect ownership of at least 50% of the voting securities in the corporation or of the voting interest in a partnership or limited liability company.

“Disclosure Schedules” means the Disclosure Schedules set forth in Exhibit H to this Agreement.

“Environmental Laws” means any federal, state, local or foreign law (including, without limitation, common law), treaty, judicial decision, regulation, rule, judgment , order, decree, injunction, permit or governmental restriction or any agreement with any Governmental Authority or other third party, whether now or hereafter in effect, relating to the environment, human health and safety or to pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Liabilities” shall have the meaning as set forth in Section ‎2.6 hereof.

“Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision or similar governing entity.

“Hazardous Substances” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable corrosive, reactive or otherwise hazardous substance, waste or material or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics including, without limitation, petroleum, its derivatives, by-products and other hydrocarbons, and any substance, waste or material regulated under any Environmental Law.

“Holders” shall have the meaning as set forth in Section ‎2.2(b) hereof.

“Income Tax” means any federal, state, local, or non-U.S. Tax measured by or calculated with respect to (i) net income or profits or overall gross income or gross receipts (however denominated), including any capital gains or alternative minimum Tax, or (ii) multiple bases (including a corporate franchise, doing business, or occupation Tax) if one or more of the bases on which the Tax may be measured or calculated is described in clause (i) of this definition.

“Income Tax Return” means any Tax Return with respect to any Income Tax.

“Interim Period” means the time period from the date of this Agreement through and including the Closing Date.

“Knowledge” when used in a particular statement of fact in this Agreement, means the actual knowledge (as opposed to any constructive or imputed knowledge) of a Party or its owners, without inquiry.

“Laws” means all laws, statutes, rules, regulations, ordinances, and other pronouncements having the effect of law of a Governmental Authority.

“Leased Premises” means the premises set forth on Exhibit XX hereto.

“Lien” means any mortgage, pledge, assessment, security interest, lien, or other similar encumbrance.

“Loss” means any and all losses, judgments, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, losses, and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other Proceedings or of any Claim, default or assessment), but only to the extent the losses (a) are not reasonably expected to be covered by a payment from some third party or by insurance or otherwise recoverable from third parties, and (b) are net of any associated benefits arising in connection with the loss.

“Material Adverse Effect” means any occurrence, condition, change, development, event or effect that has or could reasonably be expected to have a materially adverse effect on the assets, properties, financial condition, or results of operations on a Party, as the context dictates, taken as a whole; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries and markets in which the Sellers operate; (iii) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Buyer; (iv) any matter of which Buyer is aware on the date hereof; (v) any natural or man-made disaster or acts of God; or (vi) any actions taken by a Buyer or any of its Affiliates.

“Permits” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises, and similar consents granted by a Governmental Authority related to the transactions contemplated by this Agreement.

“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association, or Governmental Authority.

“Pre-Closing Taxes” means any Liabilities for (i) Taxes relating to the Business or the Assets, for any taxable period (or portion thereof) ending on or prior to the Closing Date, (ii) any other Taxes of any Seller or any current or former stockholders or Affiliates of Seller for any taxable period, (iii) any penalties or fees accruing thereon as a result of the failure to file or late filing of any Tax Returns relating to the Business or Assets due on or before the Closing Date, (iv) Taxes imposed on any of the Sellers that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of any of the Sellers, (v) deferred payroll or employment Taxes under the CARES Act, relating to the Business or the Assets, and (vi) Taxes identified in the Disclosure Schedules.

“Proceeding” means any complaint, lawsuit, action, suit, Claim (including claim of a violation of Law), or other proceeding at law or in equity or order or ruling, in each case by or before any Governmental Authority or arbitral tribunal.

“Purchased Assets” means substantially all of the assets of Sellers, including without limitation, the Licenses; Business Contracts; inventory, furniture, fixtures, business personal property of any kind, nature, character, or description, operated, owned, or leased by Sellers at the Leased Premises, and any and all intellectual property owned by Sellers, including all business goodwill, as more fully described on Exhibit A, but excluding the assets listed on Exhibit F (the “Excluded Assets”).

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers” and “Sellers” shall have the meaning set forth in the preamble hereto. For purposes hereof, any reference to Sellers in the singular shall mean all Sellers for the purpose of any representations, warranties, covenants or other obligations or agreements set forth in this Agreement.

“Straddle Period” means all Tax periods beginning on or before and ending after the Closing Date.

“Tax” or “Taxes” means (i) any federal, state, local, or foreign income, gross receipts, ad valorem, sales, use, employment, social security, disability, occupation, property, severance, value added, goods and services, documentary, stamp duty, transfer, conveyance, capital stock, excise, or withholding tax or other taxes imposed by or on behalf of any Governmental Authority, including any interest, penalty or addition thereto, or (ii) a liability for amounts of the type described in clause (i) as a result Treasury Regulations §1.1502-6, as a result of being a transferee or successor, or as a result of a contract or otherwise.

“Transaction Documents” means this Agreement including all schedules and exhibits, and all agreements included as schedules and exhibits once fully executed.

“Working Capital” means the aggregate of cash, cash equivalents, inventory and receivables minus current liabilities.

1.2 Rules of Construction.

(a) All article, section, subsection, schedules and exhibit references used in this Agreement are to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified. The exhibits and schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(b) If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender include the feminine and neutral genders and vice versa. Words in the plural form include the singular form, and words in the singular form include the plural form. The words “includes” or “including” means “including without limitation,” the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not any particular section or article in which the words appear and any reference to a Law includes any rules and regulations promulgated thereunder. Currency amounts referenced herein are in U.S. dollars.

(c) Whenever this Agreement refers to a number of days, the number refers to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then the action may be validly taken on or by the next day that is a Business Day.

(d) Each Party and its respective attorneys have been given an equal opportunity to negotiate the terms and conditions of this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of an agreement will not be applicable to the construction or interpretation of this Agreement.

ARTICLE II
PURCHASE OF BUSINESS, PAYMENT, AND CLOSING

2.1 Purchase of Assets. At the Closing, Sellers shall sell to Buyer and Buyer shall purchase from Sellers the Assets. Immediately after the exchange, Buyer shall have acquired substantially all of the assets (as required by in Section 368(a)(1)(C) of the Code) of the Business.

2.2 Purchase Price; Issuance of PLSH Shares; Adjustments.

(a) Subject to adjustment pursuant to Section ‎2.3 below, the purchase price for the Assets (the “Purchase Price”) shall be an aggregate of 84,548 shares of PLSH Series N-7 Convertible Preferred Stock, having such designations, rights and preferences as set forth in that certain Certificate of Designations attached to this Agreement as Exhibit J and incorporated as a material element of this Agreement (the “PLSH Shares”).

(b) The PLSH Shares have a stated value of $1.00 per share, are convertible into Common Stock after 180 days at a rate of 100 shares of Common Stock for each share of Series N-7 Convertible Preferred Stock converted, and rank: (a) senior with respect to dividend rights and rights of liquidation with the Common Stock; (b) junior with respect to dividends and right of liquidation with respect to the Company’s existing outstanding Preferred Stock; and (c) junior with respect to dividends and right of liquidation to all existing indebtedness of the Company. The holders of the Series N-7 Preferred Stock may convert the shares in accordance with the terms of the Certificate of Designations. Buyer shall pay the Purchase Price by Delivering the PLSH Shares to those persons and in such amounts as listed on Exhibit G (the “Holders”).

2.3 Purchase Price Adjustment.

(a) Closing Adjustment.

	(i)	At least three Business Days before the Closing, Sellers shall prepare and deliver to Buyer a statement setting forth its good faith calculation of the average monthly revenue of the Business (“Closing Monthly Revenue”), for the most recently completed fiscal quarter, calculated by reference to the Audited Financial Statements (as defined below).

	(ii)	The “Closing Adjustment” shall be an amount equal to the product of (A) Purchase Price and (B) the difference between the Closing Monthly Revenue and one hundred seventy-five thousand dollars ($175,000) (the “Benchmark Monthly Revenue”), provided that if the Closing Monthly Revenue is greater than the Benchmark Revenue, there will be no Closing Adjustment. The Purchase Price shall be decreased to equal the Closing Adjustment, and all distributions of the Purchase Price to Holders will be reduced pro rata.

2.4 Closing. The closing for the purchase and sale of the Assets (the “Closing”) will be held on the date agreed to by the Parties (the “Closing Date”). The Closing will be at a time and place agreed to by the Parties, unless the Parties agree that the Closing need not occur at a specific location.

2.5 Documents Deliverable at Closing. At the Closing:

(a) Sellers shall provide to Buyer (collectively, “Sellers’ Closing Documents”):

	(i)	An executed Sellers’ Officer’s Certificate in the form attached hereto as Exhibit B;

	(ii)	The Bill of Sale for the Assets in the form attached hereto as Exhibit D; and

	(iii)	The Proration Statement.

(b) Buyer shall provide to Sellers an executed Buyer’s Officer’s Certificate in the form attached hereto as Exhibit C and counter-executed copies of the Bill of Sale for the Assets and the Proration Statement.

2.6 Assumed Liabilities. Upon the sale and purchase of the Assets and subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due the following liabilities and obligations of Seller arising in connection with the operation of the Business or the Assets after the Closing (the “Assumed Liabilities”):

(a) all liabilities and obligations arising under or relating to the Leases and the Business Contracts listed on Schedule 2.6(a) arising and to be performed after the Closing and excluding any such obligations arising or to be performed prior to the Closing; and

(b) all other liabilities and obligations arising out of or relating to Buyer’s ownership or operation of the Business and the Assets after the Closing.

2.7 Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities, debt, responsibility, claim or other obligations of the Sellers, whether known or unknown, contingent or absolute (including, without limitation, those related to the Business), of any kind, character or description whatsoever (collectively, “Excluded Liabilities”).

2.8 Plan of Reorganization; Tax Reporting. The Parties intend that the purchase of the Purchased Assets contemplated by this Agreement shall qualify as a tax-free reorganization pursuant to Section 368(a)(1)(C) of the Code and that the receipt of all PLSH Shares shall qualify as tax free consideration for the Purchased Assets pursuant to Section 361(a) of the Code. By executing this Agreement, the parties hereto adopt this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) and 1.368-3(a) of the Treasury Regulations. Notwithstanding the foregoing, Buyer makes no representations or warranties to Sellers regarding the tax treatment of the transaction contemplated hereby, or any of the tax consequences to Sellers, the Holders or other security holders of N7 Enterprises, under this Agreement or any of the other transactions or agreements contemplated hereby. N7 Enterprises acknowledges that it is relying solely on N7 Enterprises’s own tax advisors in connection with this Agreement and the other transactions and agreements contemplated hereby. Neither N7 Enterprises, PLSH, nor any of their Affiliates, has taken, shall take or agreed to take any action, or shall refrain from taking any action, that would reasonably be expected to prevent the transactions contemplated hereby from constituting a reorganization qualifying under Section 368(a)(1)(C)of the Code. Notwithstanding the foregoing, in the event of any conflict between the express terms of this Agreement or any of the other Transaction Documents and the requirements of Section 368(a)(1)(C) of the Code or any related regulation, the terms of this Agreement shall prevail.

ARTICLE III
SELLERS’ AND HOLDERS’ STATEMENTS OF FACT

Except as set forth in the Disclosure Schedules, each Seller severally and not jointly represents and warrants to Buyer that the following Sections ‎3.1 through ‎3.13 are true as of the date of this Agreement (collectively, “Seller’s Statements of Fact”):

3.1 Sellers’ Organization. Each Seller is duly formed, validly existing and in good standing under each of the Laws of the state of its incorporation and has all requisite power and authority to conduct its Business as it is now being conducted in accordance with the Laws.

3.2 Authority. Each Seller has all requisite power and authority to execute and deliver this Agreement and the other instruments to be delivered by such Seller at the Closing, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, the execution and delivery of this Agreement and the other instruments to be delivered by each Seller at the Closing, and the performance by each Seller of its obligations hereunder and thereunder, have been duly and validly authorized by necessary action. This Agreement has been, and the instruments to be delivered by such Seller at the Closing will at the Closing be, duly and validly executed and delivered by such Seller and constitute (or, in the case of instruments to be delivered by such Seller at the Closing, will at the Closing constitute) the legal, valid and binding obligation of such Seller enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

3.3 No Conflicts; Consents and Approvals. The execution and delivery by each Seller of this Agreement does not, and the performance by each Seller of its obligations under this Agreement does not:

(a) violate or result in a breach of its Charter Documents;

(b) violate or result in a default under any material Contract to which such Seller are a party, except for any material violation or default that would not be expected to result in a Material Adverse Effect on Seller’s ability to perform its obligations hereunder; or

(c) (i) materially violate or result in a material breach of any Law applicable to such Seller or (ii)r require any consent or approval of any Governmental Authority other than the the Applicable County and under any Law applicable to such Seller.

3.4 Proceedings. Except as set forth on Section ‎3.4 of the Disclosure Schedules, there is no Proceeding pending, or to such Seller’s Knowledge threatened, against such Seller (i) before or by any Governmental Authority, which seeks a writ, judgment, order or decree restraining, enjoining, or otherwise prohibiting or making illegal any of the transactions contemplated by this Agreement; or (ii) brought by or in respect of any third party.

3.5 Broker. No Seller has any liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any such Seller or any of its Affiliates could become liable or obligated.

3.6 Compliance with Laws and Orders. Each Seller is in material compliance with all Laws and orders applicable to it except where any non-compliance would not reasonably be expected to result in a Material Adverse Effect on such Seller; provided, however, that this Section ‎3.6 does not address matters relating to Taxes, which are exclusively addressed by Section ‎3.7, or Permits, which are exclusively addressed by Section ‎3.8.

3.7 Taxes. All Taxes due and owing by Sellers have been, or will be, timely paid. No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Sellers. All tax returns required to be filed by Sellers for any tax periods prior to Closing have been, or will be, timely filed. Such tax returns are, or will be, true, complete, and correct in all respects.

3.8 Permits. Each Seller possesses all Permits that are required for the ownership and operation of its Business in the manner in which it is currently owned. All Permits described in this Section ‎3.8 are in full force and effect, and each such Seller is in material compliance with each such Permit.

3.9 Operating Facilities. The business at each Leased Premises is set out on Section ‎3.9 of the Disclosure Schedules. Each Lease is valid and binding on Seller in accordance with its terms and is in full force and effect. Neither Seller nor, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Lease. No event or circumstance has occurred that would constitute an event of default under any Lease or result in a termination thereof. Complete and correct copies of each Lease (including all modifications, amendments, and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Lease.

3.10 Sellers’ Members. The members and shareholders of each Seller are as set forth on Section ‎3.9 of the Disclosure Schedules.

3.11 Environmental Matters.

(a) Each Seller is in material compliance with all applicable Environmental Laws and any other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Environmental Laws, insofar as failure to comply with the same could result in any material liability affecting or otherwise materially reduce the value of the Assets. There are no material liabilities arising in connection with or in any way relating to the Assets arising under or relating to any applicable Environmental Law, whether accrued, contingent, absolute, determined, determinable or otherwise, and to Seller’s Knowledge, there are no facts, events, conditions, situations or set of circumstances which could reasonably be expected to result in or be the basis for any such material liability.

(b) To each Seller’s Knowledge, there has not been any event, condition, circumstance, activity, practice, incident, action or plan which will materially interfere with or prevent continued compliance with or which would give rise to any material liability under any applicable Environmental Law or give rise to any applicable common law or statutory liability, based on or resulting from such Seller’s or its agents’ manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, or release into the environment, of any Hazardous Substance, that could result in any material liability affecting, or other materially reduce the value of, the Assets or Business. Each Seller has taken all actions necessary under applicable requirements of applicable Environmental Law to register any products or materials required to be registered by such Seller (or any of its agents) thereunder. There is no Proceeding, notice or demand letter pending or, to any Seller’s Knowledge, threatened against any Seller relating in any way to Environmental Laws, or notice or demand letter issued, entered, promulgated or approved thereunder. No property now or previously owned, leased or operated by any Seller, nor any property to which Hazardous Substances located on or resulting from the use of any Asset or the Leased Premises has been transported, is listed or, to any such Seller’s Knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup.

Except for the representations and warranties contained in this Article III (including the related portions of the Disclosure Schedules and Schedule Update (as defined below)), no Seller nor any other Person has made or makes any other express or implied statement of fact, representation or warranty either written or oral, on behalf of any Seller, including any statement of fact. representation or warranty as to the accuracy or completeness of any information regarding the Business and the Assets furnished or made available to Buyer, including any information, documents or material delivered to Buyer, or as to the future revenue, profitability or success of the Business, or any statement of fact, representation or warranty arising from statute or otherwise in Law.

Each applicable Holder receiving PLSH Shares, severally and not jointly, represents and warrants to Buyer that the following Section ‎3.12 is true as of the date of this Agreement.

3.12 Securities.

(a) Purchase Entirely for Own Account. The PLSH Shares will be acquired for investment for Holder’s own account(s), not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. Holder does not presently have any Contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any other Person with respect to any of such PLSH Shares. Holder has not been formed for the specific purpose of acquiring such PLSH Shares. Neither Holder nor any of its Affiliates has any present intention of entering into any put option, short position or other similar position with respect to the PLSH Shares.

(b) Disclosure of Information. Holder has had an opportunity to discuss to Holder’s satisfaction PLSH’s business, management, financial affairs and the terms and conditions of the offering of the PLSH Shares with PLSH’s management and has had an opportunity to review PLSH’s business. Such discussions, as well as any written information delivered by PLSH to Holder, were intended to describe the aspects of PLSH’s business which PLSH believes to be material. Further, Holder acknowledges that it has reviewed PLSH’s filings with the Securities Exchange Commission, including Forms 10-K, 10-Q and 8-K, and has had the opportunity to ask questions of management of PLSH concerning PLSH’s business, operations and financial condition.

(c) Restricted Securities. The PLSH Shares have not been registered and are being issued to Sellers pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act. The PLSH Shares are “restricted securities” under applicable U.S. federal and state securities Laws and a resale of the PLSH Shares may be made only pursuant to registration under the Securities Act or an available exemption from registration.

(d) Rule 144. Holder is familiar with the provisions of Rule 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions and which rule requires, among other things, that PLSH be subject to the reporting requirements of the Exchange Act, that resales of securities take place only after the holder of the shares has held the shares for certain specified time periods, and under certain circumstances, and that resales of securities be limited in volume and take place only pursuant to brokered transactions. PLSH has provided no assurances as to whether Holder will be able to resell any or all of the PLSH Shares pursuant to Rule 144.

(e) Resale Restrictions. If all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required with respect to the PLSH Shares. Notwithstanding the fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that Persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. The PLSH Shares shall be held by Holders for a minimum period of six (6) months from the date such PLSH Shares are issued to Holder and Holder shall not sell, transfer or otherwise hypothecate any of the PLSH Shares held by such Holder prior to the expiration of such six-month period absent written consent of PLSH.

(f) Sophistication. Holder is a sophisticated investor (as described in Rule 506 of Regulation D) and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the PLSH Shares contemplated hereunder; and is fully capable of, and understands and accepts, the risk of loss of Holder’s entire investment in the PLSH Shares. Holder and each Affiliate of Holder expressly acknowledges and understands that neither PLSH nor any director, officer, employee or agent of PLSH makes any representation whatsoever as to the merit, risk or value of an investment in the PLSH Shares.

(g) No General Solicitation. Neither Holder, nor any of its officers, employees, agents, directors, members, attorneys, shareholders, or partners (a) has engaged the services of a broker, investment banker or finder to contact any potential investor, nor has Holder or any of Holder’s officers, employees, agents, directors, members or partners, agreed to pay any commission, fee or other remuneration to any third party to solicit or contact any potential investor; (b) engaged in any general solicitation; or (c) published any advertisement in connection with the offer and sale of the PLSH Shares being issued hereunder.

(h) Reliance on Exemption. The PLSH Shares are being offered and issued to it in reliance on specific exemptions from the registration requirements of federal and state securities Laws. PLSH is relying in part upon the truth and accuracy of, and Holder’s compliance with, the statements of fact, representations, warranties, agreements, acknowledgements and understandings of Holders set forth in this Section ‎3.11in order to determine the availability of such exemptions and the eligibility of Holders to acquire the PLSH Shares.

3.13 Independent Investigation. Sellers have conducted their own independent investigation, review, and analysis of the business, results of operations, prospects, condition (financial or otherwise), or assets of PLSH, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of PLSH for such purpose. Sellers acknowledge and agree that: (a) in making their decision to enter into this Agreement and to consummate the transactions contemplated hereby, Sellers have relied solely upon their own investigation and judgment and upon advice from such advisors as they has deemed necessary, and the express statements of facts of Buyer set forth in Article IV (including the related portions of the Disclosure Schedules or Schedule Update); and (b) neither Buyer, PLSH nor any other Person has made any statements of facts as to Buyer, PLSH, the business of PLSH, the value or future prospects of the Common Stock, or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules or Schedule Update).

ARTICLE IV
BUYER’S STATEMENTS OF FACT

Buyer represents and warrants that the following is true as of the date of this Agreement:

4.1 Organization. PLSH is a corporation duly formed, validly existing and in good standing under the Laws of the State of Nevada and has all requisite corporate power and authority to conduct its business as it is now being conducted.

4.2 Authority. Buyer has all requisite power and authority to execute and deliver this Agreement and the other instruments to be delivered by Buyer at the Closing, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the other instruments to be delivered by Buyer at the Closing, and the performance by Buyer of their respective obligations hereunder and thereunder, have been duly and validly authorized by necessary action. This Agreement has been, and the instruments to be delivered by Buyer at the Closing will at the Closing be, duly and validly executed and delivered by Buyer and constitutes (or, in the case of instruments to be delivered by Buyer at the Closing, will at the Closing constitute) the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

4.3 No Conflicts; Consents and Approvals. The execution and delivery by Buyer of this Agreement do not, and the performance by Buyer of their obligations hereunder and the consummation of the transactions contemplated hereby do not:

(a) violate or result in a breach of its Charter Documents;

(b) violate or result in a default under any material Contract to which Buyer is a party, except for any such violation or default that would not reasonably be expected to result in a Material Adverse Effect on Buyer’s or PLSH’s ability to perform its obligations hereunder; or

(c) (i) violate or result in a breach of any Law applicable to Buyer or (ii) require any consent or approval of any Governmental Authority under any Law applicable to Buyer.

4.4 Proceedings. There is no Proceeding pending or, to PLSH’s Knowledge, threatened, against Buyer before or by any Governmental Authority, which seeks a writ, judgment order or decree restraining, enjoining, or otherwise prohibiting or making illegal any of the transactions contemplated by this Agreement.

4.5 Compliance with Laws and Orders. PLSH is not in violation of, or in default under, any Law or order applicable to Buyer the effect of which, in the aggregate, would reasonably be expected to hinder, prevent or delay Buyer from performing their obligations hereunder except for any such violation or default that would not reasonably be expected to result in a Material Adverse Effect on Buyer’s or PLSH’s ability to perform its obligations hereunder.

4.6 Broker. PLSH has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Sellers or any of its Affiliates could become liable or obligated.

4.7 Independent Investigation. Buyer has conducted its own independent investigation, review, and analysis of the business, results of operations, prospects, condition (financial or otherwise), or assets of the Sellers, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Sellers for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon their own investigation and judgment and upon advice from such advisors as they have deemed necessary, and the express statements of facts of Sellers set forth in Article III (including the related portions of the Disclosure Schedules or Schedule Update); and (b) no Seller nor any other Person has made any statements of facts as to Sellers, the Business, the Assets or this Agreement, except as expressly set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules or Schedule Update)(collectively, “Buyer’s Statements of Fact”).

ARTICLE V
COVENANTS

5.1 Regulatory and Other Approvals. During the Interim Period:

(a) Each Party shall attempt to obtain as promptly as practicable all material consents and approvals that either Party or its respective Affiliates are required to obtain in order to consummate the transactions contemplated hereby; provided that, for purposes of clarification, and notwithstanding anything to the contrary in this Agreement, the obtaining of the consents and approvals will not be a condition to the Closing except to the extent set forth in Articles VI or VII, as applicable. Following the Closing, Sellers and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required material consent or approval required to novate all liabilities and obligations under any and all liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date and is limited to any transactions that occurred after the closing date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, approval, or waiver is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Asset to which such consent, approval, waiver relates for no additional consideration. To the extent that any Asset or Assumed Liability not be transferred to Buyer following Closing pursuant to this Section ‎5.1, Buyer and Sellers shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent practical and/or permitted under applicable Law, operational equivalent of the transfer of such Asset or Assumed Liability to Buyer as of the closing and the performance by Buyer of its obligations with respect thereto.

(b) Each Party shall, at the sole cost of such Party, (i) make or cause to be made the filings required of the Person or any of its applicable Affiliates under any Laws applicable to it with respect to the transactions contemplated by this Agreement and to pay any fees due of it in connection with the filings, as promptly as is reasonably practicable, provided that, for purposes of clarification, and notwithstanding anything to the contrary in this Agreement, the filings and payments will not be conditions to the Closing except to the extent set forth in Articles VI and VII; (ii) cooperate with the other Party by furnishing the information that is necessary in connection with the other Party’s filings; (iii) use reasonable efforts to cause the expiration of the notice or waiting periods under any Laws applicable to it with respect to the consummation of the transactions contemplated by this Agreement as promptly as is reasonably practicable; (iv) promptly inform the other Party of any written or to any Party’s Knowledge, oral, communication from or to, and any proposed written or to the relevant Party’s Knowledge, oral, understanding or agreement with, any Governmental Authority in respect of the filings; (v) reasonably consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions or other Proceedings with Governmental Authorities relating to the filings; (vi) comply, as promptly as is reasonably practicable, with any reasonable requests received by the Party under any applicable Laws for additional information, documents or other materials with respect to the filings, (vii) attempt to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (viii) only upon the advice of such Party’s legal counsel, contest and resist any action or other Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Law.

(c) If a Party (or any of its applicable Affiliates) intends to participate in any meeting with any Governmental Authority with respect to the filings and if permitted by, or acceptable to, the applicable Governmental Authority, it shall give the other Party reasonable prior written notice of, but in any event not less than five business days prior to such meeting (unless by the nature of the meeting such notice is impractical) and an opportunity to participate in, the meeting.

(d) In connection with any such filings, Buyer shall cooperate in good faith with Governmental Authorities and with Sellers and undertake promptly any and all action required to lawfully complete the transactions contemplated by this Agreement.

(e) Each Party shall provide prompt written notification to the other when it becomes aware that any such consent or approval referred to in this Section ‎5.1 is obtained, taken, made, given or denied, as applicable.

(f) In furtherance of the foregoing covenants:

(i)

Each Party shall prepare, or cause its Affiliates to prepare, as soon as is practicable following the execution of this Agreement, all necessary filings applicable to it and in connection with the transactions contemplated by this Agreement that may be required under any Laws; provided that, for purposes of clarification, and notwithstanding anything to the contrary in this Agreement, the filings will not be conditions to the Closing except to the extent set forth Articles VI and VII.

	(ii)	Each Party shall promptly furnish the other Party with copies of any written notices, correspondence or other written communication received by it from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental filings required of it, and shall cooperate in the preparation of the filings as is reasonably necessary and appropriate.

	(iii)	Each Party shall not, and shall cause its respective Affiliates not to, take any action that could reasonably be expected to adversely affect the approval of any Governmental Authority.

5.2 Access of Buyer; Due Diligence. During the Interim Period, Sellers shall provide Buyer with reasonable access, upon reasonable written notice and during normal business hours, to the Business and the Leased Premises. During the Interim Period, Sellers shall provide Buyer, upon written request, with access to copies of Sellers’ books and records, Sellers’ standard operating procedures, and with reasonable access to Sellers’ employees during normal business hours in order to allow Buyer to conduct due diligence.

5.3 Certain Restrictions. During the Interim Period, except as permitted or required by the other terms of this Agreement, or consented to in writing by Buyer, Sellers shall not take any of the following actions:

(a) Sell, lease, transfer, pledge or otherwise dispose of any of the Assets or place any Liens or encumbrances thereon, except in the ordinary course of business as is consistent with past practice including frequency and amount

(b) Fail to perform material obligations under any Business Contracts;

(c) Increase the salary or compensation or benefits of any employee or contractor, except in the ordinary course consistent with past practice, and provided Sellers deliver written notice to Buyer of same; including any additional employees.

(d) Incur any liabilities of Sellers other than in the ordinary course of business.

(e) Dissolve Sellers or file or declare bankruptcy, insolvency or similar action;

(f) Sell of the Business or any Assets outside of the ordinary course of business;

(g) Enter into or materially amend any material Business Contract, lease or other arrangement; or

(h) Enter into any agreement, commitment or understanding, whether in writing or not, to take any of the above actions.

5.4 Updating. Sellers shall give prompt notice to the Buyer of (a) the occurrence, or non-occurrence, of any event (a “Change”) that Sellers acquire Knowledge of, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty of a Seller party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Closing, and (b) any failure to comply with or timely satisfy any covenant, condition or agreement to be complied with or satisfied by the Sellers under this Agreement that Sellers acquire Knowledge of. Prior to Closing, Buyer shall provide an update to the Disclosure Schedules (the “Schedule Update”) as necessary to complete or correct any information in Seller’s Statements of Fact in accordance with Sellers’ disclosure of any Changes. Notwithstanding the foregoing, for purposes of Buyer’s rights and remedies pursuant to Article 9 hereof, the Schedule Update will not be deemed to amend or supplement the Disclosure Schedules or the Seller’s Statements of Fact, prevent or cure any misrepresentation, breach of warranty or breach of covenant, or limit or otherwise affect any rights or remedies available to the Buyer in connection with any Changes or other information disclosed in the Schedule Update.

5.5 Further Assurances. Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at a Party’s written request, the other Party shall execute and deliver to the requesting Party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as the Party may reasonably request in order to consummate the transactions contemplated by this Agreement, each at the sole cost of the requesting Party.

5.6 Buyer’s Obligations if No Closing. If the Closing does not occur for any reason, Buyer shall cooperate with Sellers in executing all documents reasonably necessary to void the Change of Ownership.

5.7 Application Fees. Buyer shall pay the Change of Ownership application fees and prorated annual license renewal fees for all state and county Licenses held by Sellers.

5.8 Non-Compete; Non Solicitation.

(a) The “Restricted Period” begins on the Closing Date and ends on the second anniversary of the Closing Date.

(b) “Competing Business” means any individual, corporation, partnership, business or other entity which operates or attempts to operate a business which provides, designs, develops, markets, engages in, produces or sells any products, services, or businesses which are the same or similar to those produced, marketed, invested in or sold by Buyer or any Affiliate; provided, however, that the following activities shall not be deemed a Competing Business:

	(i)	providing services to Buyer;

	(ii)	Ownership of shares of companies whose securities are publicly traded, so long as ownership of such securities do not constitute more than five percent (5%) of the outstanding securities of any such company.

(d) During the Restricted Period and within the Restricted Territory, no Seller shall, and such Seller shall direct its Affiliates not to

	(i)	engage in, invest in, or otherwise participate in, directly or indirectly, any Competing Business unless agreed to in writing by the Parties; or

	(ii)	employ, retain, engage or solicit the employment or engagement of services of any employee of Buyer on a full- or part-time basis; provided, however, that the provisions of this Section ‎5.8(d)(ii) shall not apply to any (A) employees of the Business as of the Closing Date employed by or providing services to any non-Competing Business, (B) employees of the Buyer (other than those employees set forth in (A) immediately above) upon written consent from Buyer, as applicable, (C) general advertising or solicitation not specifically targeted at any employee of the Buyer, or (D) actions taken by any person or entity with which such Seller is associated if such Seller is not, directly or indirectly, personally involved in such solicitation and has not identified such employee for soliciting.

(e) During the Restricted Period, no Seller shall, and such Seller shall direct its Affiliates not to, solicit prior, future or existing customers of the Business as of immediately prior to Closing in connection with a Competing Business; provided, however, that the provisions of this Section ‎5.8(e)shall not apply to any general advertising or solicitation not specifically targeted at any customers of the Buyer.

(f) Any violation of this Section ‎5.8 may result in irreparable injury to Buyer and the Business and Buyer will be entitled to seek an injunction against Sellers and its Affiliates from any court having jurisdiction over the matter, restraining any further violation of this Section ‎5.8, which rights shall be cumulative and in addition to any other rights or remedies to which Buyer may be entitled. Each of Sellers and its Affiliates acknowledges that it has carefully read this Agreement and has given careful consideration to the restraints imposed upon Sellers by this Section ‎5.8, and is in full accord as to their necessity for the reasonable and proper protection of the legitimate business interests relating to the Business and Buyer’s business now existing and to be developed in the future. Each of Sellers and its Affiliates expressly acknowledges and agrees that each and every restraint imposed by this Section ‎5.8 is reasonable with respect to subject matter, time period and geographical area.

(g) If any covenant set forth in this Section ‎5.8 is adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant will be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by the applicable Law. The covenants contained in this Section ‎5.8 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written will not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction will not invalidate or render unenforceable such covenant or provision in any other jurisdiction. To the extent the provisions of this Section ‎5.8 conflict with the provisions of Section ‎10.12, the provisions of this Section ‎5.8 will control.

(h) Sellers shall cause its Affiliates to comply with the obligations set forth in this Section ‎5.8.

5.9 Post-Closing Covenants Concerning the PLSH Shares.

(a) Holders shall not engage in hedging transactions with the PLSH Shares. Further, no Holders nor any of their respective directors, officers, shareholders or Affiliates shall purchase any shares of common stock of PLSH on the open market or otherwise without the express written consent of PLSH.

(b) Notwithstanding anything to the contrary set forth in this Agreement, Holders shall not sell the PLSH Shares in violation of applicable Laws, including Rule 144 promulgated under the Securities Act.

5.10 General Liability Insurance Coverage. N7 shall carry and maintain the following insurance for a minimum period of no less than twenty-four (24) months following Closing (“Sellers’s Insurance”), at its sole cost and expense Commercial General Liability Insurance applicable to the Purchased Assets, the Business, its leased premises and its appurtenances, providing, on an occurrence basis, a minimum combined single limit of $2,000,000.00. Any company writing any of Sellers’s Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial General Liability Insurance policies shall name Buyer and each Seller as a named insured and Buyer (or any successor) and other designees of Buyer as the interest of such designees shall appear, as additional insureds. All policies of Sellers’ Insurance shall contain endorsements that the insurer(s) shall give the Buyer and its designees at least 30 days’ advance written notice of any change, cancellation, termination or lapse of insurance. Sellers shall provide the Buyer with a certificate of insurance evidencing Sellers’ Insurance prior to the Closing Date, and upon renewals at least 15 days prior to the expiration of the insurance coverage. Except as specifically provided to the contrary, the limits of either party’s insurance shall not limit such party’s liability under this Purchase Agreement.

ARTICLE VI
BUYER’S CONDITIONS TO CLOSING

The obligation of Buyer to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Buyer in its sole discretion):

6.1 Statements of Fact. (a) Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, will be true and correct in all material respects (other than those Seller’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects) on and as of the Closing as though made on and as of the Closing (other than those Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, that speak to an earlier date); and (b) in the case of Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, that speak to an earlier date, such Seller’s Statements of Fact, including the Disclosure Schedules as updated by the Schedule Update, will be true and correct in all material respects as of the earlier date (other than those Seller’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects).

6.2 Performance. Sellers have performed and complied in all material respects with the agreements, covenants, and obligations required by this Agreement to be performed or complied with by Sellers at or before the Closing.

6.3 Sellers’ Deliverables. Sellers have delivered to Buyer at the Closing:

(a) a certificate or other evidence that Sellers have obtained the “Sellers’ Insurance” as required in Section 5.10 above;

(b) Sellers shall have obtained, and shall have provided the unanimous written consent of all the stockholders of N7 approving the transactions contemplated hereby;

(c) Sellers shall have provided Buyer evidence that all point of sale and payment processing systems have been successfully transferred to Seller, or redirected to deposit into Buyer’s accounts;

(d) Sellers shall have provided Buyer evidence that Case No. 23-000985-CI - THEMISTOCLES PSOMIADIS, INDIVIDUALLY VS. N7 ENTERPRISES INC. has been fully settled and dismissed with prejudice, and that all settlement obligations of Buyer have been fully satisfied;

(e) Seller shall have provided all other documentation reasonably requested by Buyer to effect the full transfer of the Purchased Assets.

6.4 Contract Assignments. Sellers shall have obtained all required consent necessary to assign the Leases and the Lightspeed point of sale system.

6.5 Orders and Laws. There is no Law or order (except for any such order issued in connection with a Proceeding instituted by Buyer or its Affiliates) restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Agreement or the operation of the Business.

6.6 Consents and Approvals. All terminations or expirations of waiting periods imposed by any Governmental Authority with respect to this Agreement have occurred; provided, however, that the absence of any appeals and the expiration of any appeal period with respect to any of the foregoing will not constitute a condition to the Closing hereunder.

6.7 No Material Adverse Effect. No Material Adverse Effect exists.

6.8 Contractor Agreements. PLSH has entered into a contractor agreement with Gary Wilder as set forth in the form attached hereto as Exhibit I, each executed as of the Closing Date.

6.9 Company Financial Statements. Within forty-five (45) days following the execution of this Agreement, Sellers shall prepare and deliver to PLSH US GAAP-compliant financial statements prepared by a PCAOB (Public Company Accounting Oversight Board) accounting firm in such form and for such periods as is required to be filed in a Current Report on Form 8-K or 14C Information Statement by PLSH to be filed with the SEC following Closing (prior two full fiscal years) (the “Audited Financial Statements”) as well as unaudited reviewed quarterly financial information as is required to be filed in a Current Report on form 8-K or 14C Information Statement by PLSH for such quarterly periods as are required to be filed.

ARTICLE VII
SELLERS’ CONDITIONS TO CLOSING

The obligation of Sellers to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Sellers in its sole discretion):

7.1 Statements of Fact. (a) Buyer’s Statements of Fact will be true and correct in all material respects (other than those Buyer’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects) on and as of the Closing as though made on and as of the Closing (other than those of Buyer’s Statements of Fact that speak to an earlier date); and (b) in the case of those of Buyer’s Statements of Fact that speak as to an earlier date, such Buyer’s Statements of Fact will be true and correct in all material respects as of the earlier date (other than those Buyer’s Statements of Facts that are already qualified as to materiality, in which case shall be true and correct in all respects).

7.2 Performance. Buyer will have performed and complied in all material respects with the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Buyer at or before the Closing.

7.3 Buyer’s Deliverables. Buyer will have delivered to Sellers and Holders, as applicable, the Purchase Price in the manner set forth in Section ‎2.2 and Buyer’s Officer’s Certificate.

7.4 Orders and Laws. There is no Law or order (except for any such order issued in connection with a Proceeding instituted by Sellers or its Affiliates) restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Agreement.

7.5 Consents and Approvals. All terminations or expirations of waiting periods imposed by any Governmental Authority with respect to this Agreement will have occurred; provided, however, that the absence of any appeals and the expiration of any appeal period with respect to any of the foregoing will not constitute a condition to the Closing hereunder.

ARTICLE VIII
TERMINATION

8.1 Termination. This Agreement may be terminated in one or more of the following ways:

(a) At any time before the Closing, by Sellers or Buyer, by written notice to the other, if any Law or final order of a Governmental Authority restrains, enjoins or otherwise prohibits or makes illegal the sale of the Assets pursuant to this Agreement.

(b) At any time before the Closing, by Buyer (if Buyer is not then in material breach of any provision of this Agreement), by written notice to Sellers, if Sellers have materially breached its Seller’s Statements of Fact or covenants under this Agreement and such breach does result in the failure of any condition set forth in Article VI and such breach not be cured by Sellers within thirty (30) days of such notice.

(c) At any time during the Interim Period, by Buyer, by written notice to Sellers, if Buyer has discovered any fact, circumstance, or condition which would create a Material Adverse Effect upon any of the Assets, in Buyer’s reasonable discretion and such Material Adverse Effect not be cured by Sellers within thirty (30) days of such notice.

(d) At any time before the Closing, by Sellers (if Sellers are not then in material breach of any provision of this Agreement), by written notice to Buyer, if Buyer has materially breached its Buyer’s Statements of Facts or covenants under this Agreement and the breach does result in the failure of any condition set forth in Article VI and such breach not be cured by Buyer within thirty (30) days of such notice.

(e) If the Closing shall not have been consummated by 11:59 p.m. Mountain Time on the eighteen month anniversary of the Signing Date (the “Drop Dead Date”); provided, that such Drop Dead Date may be extended upon written consent of all parties to this Agreement.

8.2 Effect of Valid Termination. If this Agreement is validly terminated pursuant to Section ‎8.1, there will be no liability or obligation hereunder on the part of either Party or any of their respective Affiliates, except as provided herein, provided, however, that Article I, Section ‎8.2, and Article X will survive any such termination.

ARTICLE IX INDEMNIFICATIONS, LIMITATIONS ON LIABILITY, THIRD-PARTY CLAIMS, AND ARBITRATION

9.1 Indemnity. From and after the initial Closing:

(a) Each Seller, jointly and severally, shall indemnify, defend, and hold harmless Buyer and its Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, agents, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against and pay on behalf of or reimburse any such Buyer Indemnified Party in respect of any Losses which such Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with:

	(i)	any inaccuracy in or breach by any Seller of Seller’s Statements of Fact; or

	(ii)	any breach of any covenant or agreement of any Seller contained in this Agreement; or

	(iii)	any Pre-Closing Taxes; or

	(iv)	the operation or use of the Assets and all liabilities relating to the ownership the Assets by the applicable Sellers prior to the Closing; provided, however, that this clause (iv) shall not cover items for which Seller has a right to indemnification pursuant to this Article IX; or

	(v)	any Excluded Assets or any Excluded Liabilities of the Sellers; or

	(vi)	any third-party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller conducted, existing or arising on or prior to the Closing Date.

(b) Buyer shall indemnify, defend, and hold Sellers and each of their Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against and pay on behalf of or reimburse any such Seller Indemnified Party in respect of any Losses which such Seller Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with:

	(i)	any breach as of the Closing of Buyer’s Statements of Fact;

	(ii)	any breach of any covenant or agreement of Buyer contained in this Agreement; and

	(iii)	the operation or use of the Assets on or after the Closing, and other liabilities relating to the ownership or use of the Assets by the Buyer on or after the Closing; provided, however, that this clause (iii) shall not cover items for which Buyer has a right to indemnification pursuant to this Article IX.

(c) If a Buyer Indemnified Party suffers any Loss for which a Seller is obligated to indemnify pursuant to this Article IX within the twenty-four (24) month period following the Signing Date, then such Buyer Indemnified Party shall, at its sole discretion, satisfy all or part of any such Loss (i) through a payment of cash, (ii) by delivery of those certain PLSH Shares pledged by Gary Wilder to secure Sellers’ performance hereunder pursuant to that certain Pledge and Security Agreement dated as of even date herewith and attached to this Agreement as Exhibit K (the “Pledged Shares”), or (iii) through a combination of cash payment and delivery of Pledged Shares. .

(d) All payments made pursuant to Article IX shall be treated by the parties and their Affiliates as adjustments to the purchase price paid for the Assets under this Agreement.

9.2 Limitations of Liability. Notwithstanding anything in this Agreement to the contrary:

(a) Seller’s Statements of Fact and Buyer’s and PLSH’s Statements of Fact will survive the Closing until the date that is twenty-four (24) months from the Closing Date, except for Sections ‎3.1, ‎3.2, ‎3.3(a), ‎3.4, ‎3.5, ‎3.6, ‎3.7, ‎3.11, ‎3.12, ‎4.1, ‎4.2, ‎4.3(a) and ‎4.6, which shall survive until sixty (60) days after the applicable statute of limitations in respect thereof has expired. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms.

(b) Buyer shall give written notice to Sellers within a reasonable period of time after becoming aware of any breach by Sellers of any statement of fact, covenant, agreement, or obligation in this Agreement, but in any event no later than 3 days after becoming aware of such breach.

(c) Sellers shall give written notice to Buyer within a reasonable period of time after becoming aware of any breach by Buyer of any statement of fact, covenant, agreement or obligation in this Agreement, but in any event no later than 3 days after becoming aware of such breach.

(d) The Parties have a duty to reasonably mitigate any Loss in connection with this Agreement.

(e) The Sellers liability with respect to Section ‎9.1(a)(i) and ‎9.1(a)(iv) is limited to Losses incurred or suffered by Buyer in an amount not to exceed One Million Dollars ($1,000,000) (the “Cap”); provided, however, that the Cap shall not apply with respect to (A) breaches by such Seller of Sections ‎3.1 (Sellers’ Organization), ‎3.2 (Authority), ‎3.3 (No Conflicts), ‎3.4 (Proceedings), ‎3.6 (Compliance with Laws), ‎3.7(Taxes) or ‎3.11 (Environmental Matters) (each, a “Fundamental Representation”); or (B) Losses relating to claims arising out of fraud.

(f) Buyer’s liability with respect to Section ‎9.1(b)(i) is limited to Losses incurred or suffered by the Seller Indemnified Parties in an amount not to exceed the Cap; provided, however, that the Cap shall not apply with respect to breaches by Buyer of Sections ‎4.1 (Organization). ‎4.2 (Authority) ‎4.3(a) (No Conflict) or ‎4.6 (Broker).

(g) Buyer’s aggregate liability with respect to any provision of this Agreement is limited to the amount of the aggregate Purchase Price; provided, however, that the limitations set forth in this Section ‎9.2(g) shall not apply with respect to Losses relating to claims arising out of fraud.

(h) Except for (i) Losses relating to the breach or inaccuracy of a Fundamental Representation or (ii) Losses relating to claims arising out of fraud, Sellers shall not be liable to the Buyer Indemnified Parties for indemnification under Section ‎9.1(a)(i) or ‎9.1(a)(iv) until the aggregate amount of all Losses claimed by the Buyer Indemnified Parties in respect of indemnification under Section ‎9.1(a)(i) exceeds $50,000, in which event Sellers shall be required to pay or be liable for Losses from the first dollar.

(i) (i) Payments by the Party against whom indemnification is requested (the “Responding Party”) pursuant to Section ‎9.1 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds actually received by the Party seeking indemnification (the “Claiming Party”) in respect of any such claim net of any premium increases. The Claiming Party shall use its commercially reasonable efforts to recover under insurance policies for Losses.

9.3 Procedure with Respect to Third-Party Claims.

(a) If a Party is threatened with or becomes subject to a third-party Claim, and such Claiming Party believes it has a claim entitled to indemnification from the Responding Party (as provided in Section ‎9.1) as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice.

(b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section ‎9.3(a) , the Responding Party may participate in the Proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party (which approval shall not be unreasonably withheld or delayed), and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest; provided that in such case the Claiming Party may, in its sole discretion, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counsel; and the Claiming Party shall cooperate with the Responding Party and its counsel in all reasonable respects in the defense or compromise of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent (which consent shall not be unreasonably withheld or delayed) unless (x) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other Claims that may be made against the Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in full.

(c) If written notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s written notice is given pursuant to Section ‎9.3(a), give notice to the Claiming Party of its election to assume the defense of the Proceeding, any of the conditions set forth in clauses (i) through (iii) of Section ‎9.3(b) above become unsatisfied or a Claiming Party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Responding Party under this Agreement, then the Claiming Party may (upon written notice to the Responding Party) undertake the defense, compromise or settlement of the Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the Losses associated with defending against the third-party Claim (including reasonable attorneys’ fees and expenses) and will remain otherwise responsible for any liability with respect to amounts arising from or related to the third-party Claim, in both cases to the extent it is ultimately determined that the Responding Party is liable with respect to the third-party Claim for a breach under this Agreement. The Responding Party may elect to participate in the Proceedings, negotiations or defense at any time at its own expense.

9.4 Mandatory Mediation.

(a) Except for Claims arising under Section ‎5.8or Section ‎10.11, any dispute, Claim, interpretation, controversy, or issues of public policy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Section 9.4, will be subject to mandatory mediation prior to the filing of any arbitration action as described in Section ‎9.5.

(b) The mediator will be selected from the roster of mediators at Judicial Arbiter Group, Inc. in the State of Florida (“JAG”), unless the Parties agree otherwise. If the Parties do not agree on the selection of a single mediator within ten days after a demand for mediation is made, then the mediator will be selected by JAG from among its available professionals. The mediation will be held within 45 days of the selection of the mediator. All communications, both written and oral, during mediation are confidential and will be treated as settlement negotiations for purposes of the Florida Rules of Evidence. The mediation process will be confidential pursuant to terms agreed to by the Parties and the mediator. Each Party shall bear an equal share of any costs and fees associated with mediation, except for legal fees and expenses incurred by the Parties.

(c) If the Parties are unable to resolve a dispute, Claim, interpretation, controversy, or issue of public policy pursuant to this Section ‎9.4, the Parties shall engage in binding arbitration pursuant to Section ‎9.5.

9.5 Mandatory Binding Arbitration.

(a) Except for Claims arising under Section ‎5.8 or Section ‎10.11, any dispute, Claim, interpretation, controversy, or issues of public policy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Section ‎9.5, will be determined exclusively by arbitration held in the State of Florida, and will be governed exclusively by the Florida Revised Arbitration Code (the “FRAC”).

(b) A panel of three arbitrators (the “Arbitration Panel”) will be selected from the roster of arbitrators at Judicial Arbiter Group, Inc. in Denver, Colorado (“JAG”), unless the Parties agree otherwise. If the Parties do not agree on the selection of such Arbitration Panel within ten days after a demand for arbitration is made, then the Arbitration Panel will be selected by JAG from among its available professionals. Arbitration of all disputes and the outcome of the arbitration will remain confidential between the Parties except as necessary to obtain a court judgment on the award or other relief or to engage in collection of the judgment.

(c) The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in Florida, with respect to this Section ‎9.5 to compel arbitration, to confirm an arbitration award or order, or to handle court functions permitted under the FRAC. The Parties irrevocably waive defense of an inconvenient forum to the maintenance of any such action or other proceeding. The Parties may seek recognition and enforcement of any Florida state court judgment confirming an arbitration award or order in any United States state court or any court outside the United States or its territories having jurisdiction with respect to recognition or enforcement of such judgment.

(d) The Parties waive (i) any right of removal to the United States federal courts and (ii) any right in the United States federal courts to compel arbitration, to confirm any arbitration award or order, or to seek any aid or assistance of any kind.

ARTICLE X
MISCELLANEOUS

10.1 No Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

10.2 Entire Agreement. This Agreement, including all Exhibits hereto, supersedes all prior discussions and agreements between the Parties and/or their Affiliates with respect to the subject matter hereof and contains the sole and entire agreement between the Parties and their Affiliates with respect to the subject matter hereof.

10.3 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver will be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving the term or condition. No waiver by a Party of any term or condition of this Agreement, in any one or more instances, will be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law, are cumulative and not alternative.

10.4 Succession and Assignment. This Agreement is binding upon and will inure to the benefit of the Parties and their successors and assigns. Sellers may not assign any of their rights, interests and obligations hereunder. Buyer may assign any of its rights hereunder to an entity or entities over which Buyer has control.

10.5 Counterparts; Electronic or Fax Signatures. This Agreement may be executed in counterparts, each of which will be an original and all of which, when taken together, will constitute one instrument notwithstanding that all parties have not executed the same counterpart. Signatures that are transmitted electronically or by fax will be effective as originals.

10.6 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not modify, define, or limit any of its terms or provisions.

10.7 Notices. Any notice, request, demand, Claim, or other communication hereunder will be in writing and will be deemed delivered: (a) three Business Days after it is sent by U.S. mail, certified mail, return receipt requested, postage prepaid; or (b) one Business Day after it is sent via a reputable nationwide overnight courier or sent via email, in each of the foregoing cases to the intended recipient as set forth below:

If to Buyer:

Panacea Life Sciences Holdings, Inc.

16194 West 45th Drive

Golden, CO 80403

If to Sellers:

N7 Enterprises, Inc.

8565 Somerset Dr., Suite A

Largo, FL 33770

Any Party may give any notice, request, demand, Claim, or other communication hereunder by personal delivery, electronically, or fax, but no such notice, request, demand, Claim, or other communication will be deemed to have been duly given unless and until it is actually received by the Party for whom it is intended. A Party may change the address to which notices, requests, demands, Claims, and other communications hereunder are to be delivered by giving notice to the other Party in the manner herein set forth.

10.8 Governing Law. This Agreement is governed by and construed and enforced in accordance with the Laws of the State of Florida, without giving effect to any conflict or choice of law provision that would result in imposition of another state’s Law.

10.9 Waiver of Right to Trial by Jury. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BYLAW TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND WITH RESPECT TO ANY COUNTERCLAIM THEREIN.

10.10 Attorneys’ Fees. If either Party brings a Proceeding to enforce the provisions of this Agreement, the substantially prevailing Party will be entitled to recover its reasonable attorneys’ fees and expenses incurred in such action from the non-prevailing Party as determined by the Arbitration Panel or a court of law.

10.11 Specific Performance. The rights of each Party to consummate the transactions contemplated hereby (including the satisfaction of any condition to the Closing) are special, unique, and of extraordinary character, and if the other Party violates or fails or refuses to perform any covenant or agreement made by it herein, such Party may be without an adequate remedy at law. If a Party violates or fails or refuses to perform any covenant or agreement made by them herein, the other Party may (at any time prior to the earlier of a) valid termination of this Agreement pursuant to Article VIII and b) the Closing), subject to the terms hereof, institute and prosecute an action to enforce specific performance of the covenant or agreement. The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in Denver, Colorado, with respect to this Section ‎10.11. The Parties irrevocably waive defense of an inconvenient forum to the maintenance of any such action or other proceeding with respect to this Section ‎10.11.

10.12 Invalid Provisions. If a dispute between the Parties arises out of this Agreement or the subject matter of this Agreement, the Parties would want a court or Arbitration Panel to interpret this Agreement as follows:

(a) With respect to any provision held to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law or public policy, by disregarding the provision;

(b) if an unenforceable provision is modified or disregarded in accordance with this Section ‎10.12, by holding the rest of the Agreement will remain in effect as written;

(c) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and

(d) if modifying or disregarding the unenforceable provision would result in a failure of an essential purpose of this Agreement, by holding the entire Agreement unenforceable.

Upon the determination that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

10.13 Expenses. Except as otherwise provided in this Agreement, whether or not the transactions contemplated hereby are consummated, each Party shall pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby.

10.14 Amendments. The Parties may amend any provision of this Agreement only by a written instrument signed by the Parties.

10.15 Confidentiality and Publicity. This Agreement is confidential and will not be disclosed to any third party (other than the Parties’ Affiliates, attorneys, accountants, auditors, or other advisors, or Governmental Authorities) except as required for Tax purposes or as required by Law. A Party receiving a request for this Agreement shall promptly notify the other Party to afford it the opportunity to object or seek a protective order regarding this Agreement or information contained herein. Buyer may issue a press release or public announcement, and make any required public filings, concerning any of the transactions contemplated by this Agreement.

10.16 Advice of Counsel. Each Party has had the opportunity to seek the advice of independent legal counsel and has read and understood each of the terms and provisions of this Agreement.

10.17 Disclosure Schedules. All section headings in the Disclosure Schedules and the Schedule Update correspond to the sections of this Agreement, but information provided in any section of the Disclosure Schedules and Schedule Update shall constitute disclosure for purposes of each section of this Agreement where such information is relevant. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules and Schedule Update shall have the respective meanings assigned to such terms in this Agreement. Certain information set forth in the Disclosure Schedules and Schedule Update is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. No disclosure in the Disclosure Schedules or Schedule Update relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedules or Schedule Update shall not be deemed to be an admission or acknowledgment by any Seller that in and of itself, such information is material to or outside the ordinary course of the business, or is required to be disclosed on the Disclosure Schedules or Schedule Update. No disclosure in the Disclosure Schedules or Schedule Update shall be deemed to create any rights in any third party.

[Signature page follows immediately]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Parties as of the date first above written.

SELLERS		BUYER

N7 Enterprises, Inc.		Panacea Life Sciences Holdings, Inc.

/s/ Gary Wilder		/s/ Leslie Buttorff
Gary Wilder, Authorized Representative		Leslie Buttorff, Authorized Representative

Lizard Juice, LLC

/s/ Gary Wilder
Gary Wilder, Authorized Representative

New Age Distribution, LLC

/s/ Gary Wilder
Gary Wilder, Authorized Representative

Gary Wilder

/s/ Gary Wilder
Gary Wilder, Individually

List of Exhibits

Exhibit A	Purchased Assets and Assumed Accounts
Exhibit B	Sellers’ Officer’s Certificate
Exhibit C	Buyer’s Officer’s Certificate
Exhibit D	Bill of Sale
Exhibit E	Proration Statement
Exhibit F	List of Excluded Assets
Exhibit G	Holders
Exhibit H	Disclosure Schedules
Exhibit I	Consulting Agreement with Gary Wilder
Exhibit J	Certificate of Designations of Series N-7 Convertible Preferred Stock
Exhibit K	Pledge and Security Agreement

Exhibit 10.2

FORM OF

BILL OF SALE

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.

Recitals

A. Sellers and Buyer, among others, entered into that certain Asset Purchase Agreement dated June 30, 2023 (the “APA”), whereby Buyer agreed to purchase the Assets from Sellers; and

B. Capitalized terms not defined herein have the respective meanings ascribed to them in the APA.

NOW THEREFORE, Sellers certifies as follows:

Terms

1. Sale of Assets. In accordance with the terms and conditions of the APA, Sellers hereby sell, transfer, convey, assign and deliver unto Buyer all of the Assets subject to the APA, free and clear of all Liens.

2. Title. Sellers have good and marketable title to the Assets, free and clear of all Liens, and Buyer hereby receives such good and marketable title thereto.

3. Warranty. Sellers shall warrant and defend the sale, transfer, conveyance, assignment and conveyance of the Assets hereunder against each and every person or persons claiming against any or all of the same.

4. Further Assurances. Sellers shall take all steps necessary to put Buyer in actual possession and operating control of the Assets, including by executing and delivering, or causing to be executed and delivered, such further instruments or documents of transfer, assignment and conveyance, or by taking such other actions as may be reasonably requested in writing by Buyer.

5. Independent Covenants. This Bill of Sale is subject in all respects to the terms and conditions of the APA. Nothing contained in this Bill of Sale will be deemed to diminish any of the obligations, agreements, covenants, or statements of fact of Sellers set forth in the APA.

6. Dispute Resolution. If a dispute arises under this Bill of Sale, such dispute will be settled by in accordance with the provisions set forth in the APA.

7. Electronic or Fax Signatures. This Bill of Sale may be executed electronically or by fax which will each be effective as original signature.

IN WITNESS WHEREOF, this Bill of Sale has been duly executed and delivered by the duly authorized representative of Sellers as of the date first above written.

SELLERS

/s/ Gary Wilder
Gary Wilder, Individually and as Authorized Representative for Sellers

Exhibit 10.3

FORM OF

PLEDGE AND SECURITY AGREEMENT

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”).

RECITALS

WHEREAS, the Parties entered into that certain asset purchase agreement dated June 30, 2023 (the “Asset Purchase Agreement”), pursuant to which, among other things, Pledgor will acquire 31,000 shares of Series N7 Convertible Preferred Stock of Panacea Life Sciences Holdings, Inc. (the Company”), convertible into 3,100,000 common shares of the Company’s common stock, par value $0.0001 (the Series N7 Convertible Preferred Stock and all common stock resulting from any conversion thereof, the “Pledged Shares”); and

WHEREAS, Pledgor has agreed to pledge the Pledged Shares for the period beginning at the Signing Date of the Asset Purchase Agreement and ending twenty-four (24) months thereafter to secure the indemnification obligations of the Sellers under Section 9.1(a) the Asset Purchase Agreement (the “Indemnity Obligations”);

WHEREAS, Pledgor has agreed to grant to PLSH under this Agreement a continuing security interest in all of the Pledged Shares to secure Pledgor’s Indemnity Obligations.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by Pledgor, and as a condition to PLSH’s entry into and consummation of the Asset Purchase Agreement, Pledgor hereby agrees with PLSH as follows:

ARTICLE I - DEFINITIONS

SECTION 1.1. Certain Terms. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Distributions” means all stock dividends, liquidating dividends, shares of stock resulting from stock splits, reclassifications, warrants, options, non-cash dividends and other distributions (whether similar or dissimilar to the foregoing) on or with respect to any of the Pledged Shares or other shares of capital stock constituting Pledged Shares, but shall not mean Dividends.

“Dividends” means cash dividends and cash distributions with respect to any of the Pledged Shares.

“Lien” means any mortgage, pledge, hypothecation, assignment, security interest, deposit arrangement, encumbrance (including, without limitation, any easement, right of way, zoning restriction and the like), lien (statutory or other) or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (as hereinafter defined) or comparable law of any jurisdiction).

“Person” means any natural person, corporation, firm, association, partnership, joint venture, joint-stock company, trust, unincorporated organization, government, governmental agency or subdivision, or any other entity, whether acting in an individual, fiduciary or other capacity.

“UCC” means the Uniform Commercial Code as in effect in the State of New York or in any other relevant state, as appropriate.

SECTION 1.2. UCC Definitions. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Agreement, including its preamble and recitals, with such meanings.

ARTICLE II - PLEDGE

SECTION 2.1. Grant of Security Interest. For the period beginning at the Closing Date of the Asset Purchase Agreement and ending twenty-four (24) months thereafter (the “Pledge Period”), Pledgor hereby pledges, assigns, charges, mortgages, delivers and transfers to PLSH, and hereby grants to PLSH, for the benefit of PLSH, a continuing security interest in, all of Pledgor’s right, title and interest in and to the Pledged Shares owned by him (as shares of Series N7 Convertible Preferred Stock of the Company or as converted into shares of the Company’s common stock) and all Dividends, Distributions, interest and other payments and rights with respect to the Pledged Shares owned by it and all proceeds of any of the foregoing.

SECTION 2.2. Security for Performance of the Indemnity Obligations. This Agreement secures the performance by Pledgor of Pledgor’s Indemnity Obligations.

SECTION 2.3. Delivery of Pledged Shares; Registration of Pledge, Transfer, etc. Prior to the release of any of the Pledged Shares to the Pledgor or to PLSH pursuant to this Agreement in accordance with its terms, all certificates or shareholder statements representing or evidencing any of the Pledged Shares, shall be held by PLSH, pursuant to this Agreement and the Asset Purchase Agreement. Upon the submission of a Claim under the Asset Purchase Agreement and this Agreement (a “Claim”), PLSH shall make distributions from the Securities to PLSH as further set out in this Agreement and the Asset Purchase Agreement.

SECTION 2.4. Dividends and Distributions on the Pledged Shares. In the event that any Distributions are to be paid on the Pledged Shares at a time when no Claim has occurred, such stock Distributions shall be deemed and treated as an integral part of the Pledged Shares and Securities (and included within the definition of Pledged Shares and Securities set forth hereinabove) and shall be held by PLSH pursuant to the terms of this Agreement and the Asset Purchase Agreement in the same manner as the shares of stock originally deposited thereunder.

SECTION 2.5. No Duty on PLSH. The powers conferred on PLSH hereunder are solely to protect PLSH’s interest in the Pledged Shares and shall not impose any duty upon PLSH to exercise any such powers beyond those imposed by Part 6 of Article 9 of the UCC (including the duty to act in a commercially reasonable manner). Except for the safe custody of the Pledged Shares, and the accounting for moneys actually received by PLSH hereunder, PLSH shall have no duty as to any Pledged Shares or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Shares or to maximize the value of the Pledged Shares.

SECTION 2.6. Continuing Security Interest; Transfer of Rights; Termination of Security Interest. This Agreement shall:

(a)

create a continuing security interest in the Pledged Shares;

(b)

remain in full force and effect until termination of this Agreement and the Asset Purchase Agreement in accordance with its terms;

(c)

be binding upon Pledgor, and Pledgor’s successors and assigns; provided that Pledgor may not assign any of Pledgor’s rights or obligations hereunder without the prior written consent of PLSH, which consent may be withheld by PLSH, in PLSH’s sole and absolute discretion; and

(d)

inure to the benefit of PLSH and PLSH’s successors, transferees and assigns.

Without limiting the foregoing, PLSH may assign or otherwise transfer any and/or all of PLSH’s rights in this Agreement or the Asset Purchase Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein.

Upon the release of any of the Pledged Shares to the Pledgor pursuant to this Agreement and the Asset Purchase Agreement in accordance with its terms, the security interest granted herein as to such released Pledged Shares shall terminate and all rights to such released Pledged Shares shall revert to the applicable Party. Upon termination of this Agreement and the Pledge Period, the security interest granted herein as to any unreleased Pledged Shares shall terminate and all rights to any unreleased Pledged Shares shall revert to the applicable Party.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

SECTION 3.1. Warranties, etc. Pledgor represents and warrants to PLSH that as of the date hereof:

(a)

Pledgor has all requisite power and authority to execute and deliver and perform Pledgor’s obligations under this Agreement and to pledge the Pledged Shares hereunder.

(b)

The execution, delivery and performance of this Agreement by Pledgor, and the pledge of the Pledged Shares hereunder, do not and will not conflict with, result in any violation of, or constitute any default under any provision of any contractual obligation of Pledgor or any law or government regulation or court decree or order and will not result in or require the creation or imposition of any Lien on any of Pledgor’s properties pursuant to the terms or provisions of any contractual obligation. This Agreement is the legal, valid and binding obligation of Pledgor enforceable in accordance with its terms subject to the effect of:

(i)

any applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally; and

(ii)

general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c)

Pledgor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign) all Pledged Shares, free and clear of all Liens or other charges or encumbrances, except any Lien or security interest granted pursuant hereto in favor of PLSH or acknowledged and approved in writing by PLSH.

(d)

The delivery of the Pledged Shares to Escrow Agent (or PLSH), together with stock powers endorsed in blank in respect of the Pledged Shares, shall be effective to create a valid, perfected, first priority security interest (or such other priority as PLSH may deem acceptable) in such Pledged Shares and all proceeds thereof, securing the Indemnity Obligations, and no filing or other action shall be necessary to perfect or protect such security interest.

(e)

No authorization, approval, or other action by, and no notice to or filing with, any governmental authority is required either

(x)

for the pledge by Pledgor of any Pledged Shares pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by Pledgor, or

(y)

for the exercise by PLSH of the voting or other rights provided for in this Agreement, or (except, with respect to any of the Pledged Shares, as may be required in connection with a disposition of such Pledged Shares by laws affecting the offering and sale of securities generally) the remedies in respect of the Pledged Shares pursuant to this Agreement.

ARTICLE IV - COVENANTS

SECTION 4.1. Protect Pledged Shares; Further Assurances, etc. Pledgor shall not sell, assign, transfer, pledge or encumber in any other manner the Pledged Shares (except in favor of PLSH hereunder). Pledgor shall warrant and shall use Pledgor’s commercially reasonable efforts to defend the right and title herein granted unto PLSH in and to the Pledged Shares (and all right, title and interest represented by the Pledged Shares) against the claims and demands of all Persons whomsoever. Pledgor agrees that at any time, and from time to time, at the sole cost and expense of Pledgor, Pledgor shall promptly execute and deliver all further instruments (including, without limitation, UCC-1 Financing Statements), and take all further action that may be necessary or desirable, or that PLSH may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable PLSH to exercise and enforce PLSH’s rights and remedies hereunder with respect to any Pledged Shares.

SECTION 4.2. Stock Powers, etc. Pledgor agrees that, upon the occurrence of a Claim, all of the Pledged Shares pledged to PLSH pursuant to this Agreement (and held by PLSH pursuant to this Agreement and the Asset Purchase Agreement) shall be accompanied by duly executed undated blank stock powers, or other equivalent instruments of transfer acceptable to PLSH. Pledgor shall, from time to time upon the request of PLSH, promptly deliver to PLSH such stock powers, instruments and similar documents, satisfactory in form and substance to PLSH, in PLSH’s sole and absolute discretion, with respect and to the extent applicable to the Pledged Shares as PLSH may reasonably request and shall, from time to time upon the request of PLSH after the occurrence of any Claim, promptly (i) transfer the Pledged Shares into the name of PLSH or any nominee designated by PLSH and (ii) provide to PLSH any and all documents, instruments and/or consents necessary to transfer the Pledged Shares to PLSH or any nominee designated by PLSH.

SECTION 4.3. Continuous Pledge. Pledgor shall, at all times, keep pledged to PLSH pursuant hereto all of the Pledged Shares owned by it and all other shares of stock constituting such Pledged Shares, all Distributions with respect thereto, and all other Pledged Shares and other securities, instruments, proceeds and rights from time to time received by or distributable to the Pledgor in respect of any Pledged Shares owned by it.

SECTION 4.4. Voting Rights. During the term of this Agreement or until PLSH obtains possession of any Pledged Shares pursuant to Article V hereto, Pledgor shall have the right to vote (as they may exist) the Pledged Shares on all corporate questions as shareholders of the Company. While the Pledged Shares remain in PLSH’s possession pursuant to this Agreement and this Agreement and the Asset Purchase Agreement, the Pledgor will retain and be able to exercise all other incidents of ownership of the Pledged Shares that are not inconsistent with the terms and conditions hereof.

ARTICLE V - REMEDIES

SECTION 5.1. Actions upon a Claim. Upon the occurrence of any Claim, PLSH shall make a written claim notice to Pledgor specifying the number of shares to be distributed to PLSH from the Securities pursuant to this Agreement and the Asset Purchase Agreement. Any amount owed pursuant to an Indemnity Obligation will be payable out of the Pledged Shares then held by PLSH at a per share value equal to eighty percent (80%) of the lowest trade of PLSH common stock occurring during the twenty-five (25) consecutive trading days immediately preceding the applicable pay date on which PLSH elects to receive indemnification under this Agreement (the “Per Share Price”). If there is a disagreement as to the disbursement and delivery of the Securities between PLSH and the Pledgor, the disagreement shall be resolved pursuant to the provisions of this Agreement and the Asset Purchase Agreement and, upon completion of any arbitration proceeding, the arbitrator or other appropriate party shall certify the results of the arbitration to PLSH, including the decision, and PLSH shall be entitled to rely and act accordingly with respect to payments to PLSH hereunder, if any, on the basis of the decision of the arbitrator as so certified.

SECTION 5.2. Attorney-in-Fact. Pledgor hereby knowingly, voluntarily, intentionally, unconditionally and irrevocably appoints PLSH as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, PLSH, or otherwise, from time to time in PLSH’s sole and absolute discretion, to take any action and to execute any instrument which PLSH may deem necessary or advisable to accomplish the purposes of this Agreement, including, upon the occurrence of a Claim, all actions described in Section 5.1 hereof.

SECTION 5.3. Application of Proceeds. If PLSH takes control of the Pledged Shares upon a Claim, the amounts due therefor, including any accrued interest, fees or expenses occurred (including, without limitation, reasonable attorneys’ fees and disbursements, arising from or incurred in connection with enforcement of this Agreement, the Asset Purchase Agreement) shall be applied towards payment of the Indemnity Obligations by disbursing Pledged Shares to PLSH (the “Returned Shares”) in the number of shares with value equal to the Claim amount divided by the Per Share Price.

SECTION 5.4. Indemnity and Expenses. Pledgor hereby indemnifies, exonerates and holds PLSH and PLSH’s affiliates from and against any and all actions, suits, losses, liabilities, damages, costs and expenses growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses, or liabilities resulting from PLSH’s gross negligence or willful misconduct. Upon demand, Pledgor shall pay, or shall cause to be paid, to PLSH, the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and disbursements of PLSH’s counsel and of any experts, which PLSH may incur in connection with:

(a)

the preparation, negotiation, execution and administration of this Agreement;

(b)

the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Pledged Shares;

(c)

the exercise or enforcement of any of the rights of PLSH under this Agreement and any action taken by PLSH under Section 6.3 hereof; or

(d)

the failure by Pledgor to perform or observe any of the terms, provisions, covenants and conditions contained in this Agreement.

ARTICLE VI - MISCELLANEOUS

SECTION 6.1. Amendments, etc. No amendment or waiver of any term, provision, covenant or condition of this Agreement nor consent to any departure by Pledgor herefrom shall in any event be effective unless the same shall be consented to in a writing signed by PLSH, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

SECTION 6.2. Obligations Not Affected. The obligations of Pledgor under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by:

(a)

any amendment or modification or addition or supplement to the Asset Purchase Agreement and Promissory Note, or any instrument delivered in connection therewith or any assignment or transfer thereof;

(b)

any exercise, non-exercise or waiver by PLSH of any right, remedy, power or privilege under or in respect of, or any release of any Pledged Shares provided pursuant to, this Agreement;

(c)

any waiver, consent, extension, indulgence or other action or inaction in respect of this Agreement; or

(d)

any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like, death or incompetency of Pledgor.

SECTION 6.3. Protection of Pledged Shares. PLSH may from time to time, at PLSH’s sole option, perform any act which Pledgor agrees hereunder to perform and which Pledgor shall fail to perform after being requested in writing to so perform (it being understood that no such request need be given after the occurrence of a Claim) and PLSH may from time to time take any other action which PLSH reasonably deems necessary for the maintenance, preservation or protection of any of the Pledged Shares or of PLSH’s security interest therein.

SECTION 6.4. Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to PLSH:

Panacea Life Sciences Holdings, Inc.

16194 West 45th Drive

Golden, CO 80403

If to the Pledgor:

Gary Wilder

8220 97th St N

Seminole, FL 33777

or at such other address, email address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or email account containing the time, date, and recipient facsimile number or email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

SECTION 6.5. Governing Law; Jurisdiction. (a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b) EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT (AND PLEDGOR AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE WITH RESPECT TO CLAIMS BROUGHT BY PLEDGOR AGAINST PLSH), (II) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT AND (III) WAIVES, TO THE FULLEST EXTENT SUCH PARTY MAY EFFECTIVELY DO SO, THE DEFENSE OF ANY INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

(c) Pledgor voluntarily, knowingly, intentionally, unconditionally and irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of the copies thereof by certified mail, return receipt requested, postage prepaid, to Pledgor at Pledgor’s address set forth above, such service to become effective upon the earlier of (i) the date three (3) calendar days after such mailing or (ii) any earlier date permitted by applicable law. Nothing contained in this Section 6.5 shall affect the right of PLSH to bring proceedings against Pledgor in the courts of any other jurisdiction or to serve process in any other manner permitted by applicable law.

SECTION 6.6. Waiver of Jury Trial, Etc. PLSH AND PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF PLSH OR PLEDGOR. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PLSH TO ENTER INTO THE ASSET PURCHASE AGREEMENT AND THIS AGREEMENT.

SECTION 6.7. Counterparts and Facsimile Signature. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 6.8. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

SECTION 6.9. Construction.

(a) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

(b) Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

	GARY WILDER

	By:	/s/ Gary Wilder
	Name:	Gary Wilder, Individually

	PANACEA LIFE SCIENCES HOLDINGS, INC.

	By:	/s/ Leslie Buttorff
	Name:	Leslie Buttorff, CEO

Exhibit 10.4

FORM OF

Panacea Life Sciences Holdings, Inc.

CONSULTING AGREEMENT

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”).

1. Consulting Relationship. During the term of this Agreement, Consultant will provide consulting services to the Company as described on Exhibit A hereto (the “Services”). Consultant represents that Consultant is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Consultant shall use Consultant’s reasonable efforts to perform the Services such that the results are satisfactory to the Company. Consultant shall devote 100% of Consultant’s professional time, or a minimum of forty (40) hours per week, to performance of the Services.

2. Fees. As consideration for the Services to be provided by Consultant and other obligations, the Company shall pay to Consultant the amounts specified in Exhibit B hereto at the times specified therein.

3. Expenses. Consultant shall not be authorized to incur on behalf of the Company any expenses and will be responsible for all expenses incurred while performing the Services (except as expressly specified in Exhibit C hereto) unless otherwise agreed to by the Company’s CEO, which consent shall be evidenced in writing for any such expenses in excess of $500. As a condition to receipt of reimbursement, Consultant shall be required to submit to the Company reasonable evidence that the amount involved was both reasonable and necessary to the Services provided under this Agreement.

4. Term and Termination. Consultant shall serve as a consultant to the Company for a six (6) month period commencing on the Closing Date of that certain Asset Purchase Agreement by and between the Company and N7 Enterprises, Inc. and Consultant of even date herewith.

Notwithstanding the above, either party may terminate this Agreement at any time upon thirty business days’ written notice. In the event of such termination, Consultant shall be paid for any portion of the Services that have been performed prior to the termination.

Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including but not limited to Consultant’s obligations under the Confidential Information and Invention Assignment Agreement between the Company and Consultant referenced below, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within 5 business days after having received written notice by the non-breaching party of the breach or default.

5. Independent Contractor. Consultant’s relationship with the Company will be that of an independent contractor and not that of an employee.

6. Method of Provision of Services. Consultant shall be solely responsible for determining the method, details and means of performing the Services. Consultant may, at Consultant’s own expense, employ or engage the services of such employees, subcontractors, partners or agents, as Consultant deems necessary to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not be employees of the Company, and Consultant shall be wholly responsible for the professional performance of the Services by the Assistants such that the results are satisfactory to the Company.

(a) No Authority to Bind Company. Consultant acknowledges and agrees that Consultant and its Assistants have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

(b) No Benefits. Consultant acknowledges and agrees that Consultant and its Assistants shall not be eligible for any Company employee benefits and, to the extent Consultant otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Consultant (on behalf of itself and its employees) hereby expressly declines to participate in such Company employee benefits.

(c) Taxes; Indemnification. Consultant shall have full responsibility for all applicable taxes for all compensation paid to Consultant or its Assistants under this Agreement, including any withholding requirements that apply to any such taxes, and for compliance with all applicable labor and employment requirements with respect to Consultant’s self-employment, sole proprietorship or other form of business organization, and with respect to the Assistants, including state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements. Consultant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties or interest with respect to such taxes, labor or employment requirements, including any liability for, or assessment of, taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Consultant or its Assistants or any liability related to the withholding of such taxes.

7. Supervision of Consultant’s Services. All of the services to be performed by Consultant, including but not limited to the Services, will be as agreed between Consultant and the Company’s CEO, Leslie Buttorff. Consultant will be required to report to the Company’s CEO concerning the Services performed under this Agreement. The nature and frequency of these reports will be left to the discretion of the Company’s CEO.

8. Consulting or Other Services for Competitors. Consultant represents and warrants that Consultant does not presently perform or intend to perform, during the term of the Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies whose businesses or proposed businesses in any way involve products or services which would be competitive with the Company’s products or services, or those products or services proposed or in development by the Company during the term of the Agreement (except for those companies, if any, listed on Exhibit D hereto). If, however, Consultant decides to do so, Consultant agrees that, in advance of accepting such work, Consultant will promptly notify the Company in writing, specifying the organization with which Consultant proposes to consult, provide services, or become employed by and to provide information sufficient to allow the Company to determine if such work would conflict with the terms of this Agreement, including the terms of the Confidentiality Agreement, the interests of the Company or further services which the Company might request of Consultant. If the Company determines that such work conflicts with the terms of this Agreement, the Company reserves the right to terminate this Agreement immediately. In no event shall any of the Services be performed for the Company at the facilities of a third party or using the resources of a third party.

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9. Conflicts with this Agreement. Consultant represents and warrants that neither Consultant nor any of the Assistants is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Consultant represents and warrants that Consultant’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Consultant in confidence or in trust prior to commencement of this Agreement. Consultant warrants that Consultant has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Consultant has gained from third parties, and which Consultant discloses to the Company or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, Consultant agrees that Consultant shall not bundle with or incorporate into any deliveries provided to the Company herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of the Company. Consultant represents and warrants that Consultant has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with Consultant’s obligations under this Agreement. Consultant will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services.

10. Miscellaneous.

(a) Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Florida, without giving effect to principles of conflicts of law.

(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

(c) Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(d) Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

(e) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.

(f) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

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(g) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

(i) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. Consultant hereby consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery and (iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

[Signature Page Follows]

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The parties have executed this Agreement as of the date first written above.

	the company:

	PANACEA LIFE SCIENCES HOLDINGS, INC.

	By:	/s/ Leslie Buttorff
	Name:	Leslie Buttorff
	Title:	Chief Executive Officer

	CONSULTANT:

	gary wilder

	By:	/s/ Gary Wilder
	Gary Wilder, individually

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EXHIBIT A

DESCRIPTION OF CONSULTING SERVICES

	Description of Services

1.	Advise corporate on marketing and advertising strategies.
2.	Advise corporate on new product ideas/strategies.
3.	Provide general advice and support to corporate as requested.
4.	Responsible for the development of the energy drink business unit.

EXHIBIT B

COMPENSATION

For Services rendered by Consultant under this Agreement, the Company shall pay Consultant at the rate of $20,000 per month. Unless otherwise agreed upon in writing by Company, Company’s maximum liability for all Services performed during the term of this Agreement shall not exceed $120,000.

EXHIBIT C

ALLOWABLE Expenses

EXHIBIT D

LIST OF COMPANIES

EXCLUDED UNDER SECTION 8

___ No conflicts

___ Additional Sheets Attached

Signature of Consultant: ____________________________

Print Name of Consultant: ___________________________

Date: __________________________________________

Exhibit 10.5

Panacea Life Sciences Holdings, Inc.

16194 West 45th Drive

Golden, CO 80403

September 30, 2023

VIA EMAIL

Gary Wilder

8565 Somerset Dr., Suite A

Largo, FL 33770

Dear Mr. Wilder:

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.

1. Additional Offset Consideration. The Parties acknowledge and agree that, (a) in addition to the other conditions to Buyer’s obligation to consummate the Closing under the APA, with regards to Wilder’s compensation under the Consulting Agreement, Buyer shall have the right to withhold cash payments due to Wilder and use them to offset expenses incurred by Buyer from past due rent payments under relevant lease agreements, payment processing charges, and other outstanding business items that may occur under the APA.

2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.

3. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[signature page follows]

If the foregoing accurately reflects our understanding, kindly sign and date both copies of this letter and return one to the undersigned at the address above, keeping the other for your records.

	Very truly yours, Panacea Life Sciences Holdings, Inc.

	/s/ Leslie Buttorff
	Leslie Buttorff, Authorized Representative

ACKNOWLEDGED, AGREED AND ACCEPTED:

Gary Wilder

/s/ Gary Wilder
Gary Wilder, Individually

Exhibit 10.6

FORM OF LEAK OUT AGREEMENT

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.

WHEREAS, to ensure the development of an orderly trading market in the Company’s common stock (“Common Stock”), the Company and the Stockholder intend to enter into this Agreement to provide for the circumstances under which the Stockholder may sell or otherwise dispose of shares of the Company’s securities; and

WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of June 30, 2023 (the “Asset Purchase Agreement”), Stockholder is the holder of shares of Series N7 Preferred Stock of the Company (the “Leak-out Shares”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement and the Asset Purchase Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the undersigned Stockholder agree as follows:

Restrictions on Sales; Volume Limitations. The Stockholder’s right to effect open market sales of his, her or its, as the case may be, Leak-out Shares shall be limited to an aggregate amount not to exceed the Total Monthly Volume per month, or the Total Weekly Volume per week.

For purposes of this Agreement, “Total Weekly Volume” and “Total Monthly Volume” shall mean one percent (1%) of the total number of shares of the Company’s Common Stock that are actually traded (bought and sold) prior to the Stockholder’s open market sales, as calculated by adding the daily volume of the Common Stock for the day(s) of that week or month prior to the open market sale. Leak-out Share amounts that may be sold are not cumulative. If the Stockholder waives his, her or its, as the case may be, rights at any time during the Leak-out Period, pursuant to this Section (b) (“Waivable Period”), the calculated Leak-out Share amounts that may be sold for those Waivable Periods shall not accrue and not add to Leak-out Share amounts that may be sold in future period or periods.

Application of this Agreement to Shares Sold or Otherwise Transferred. So long as such sales are made in compliance with the requirements of this Agreement, Leak-out Shares sold in the public market shall thereafter not be subject to the restrictions on sale contained in this Agreement.

Attempted Transfers. Any attempted or purported sale or other Transfer of any Leak-out Shares by the Stockholder in violation or contravention of the terms of this Agreement shall be null and void ab initio. The Company shall instruct its transfer agent to reject and refuse to transfer on its books any Leak-out Shares that may have been attempted to be sold or otherwise transferred in violation or contravention of any of the provisions of this Agreement and shall not recognize any person or entity.

Broker Authorization. The Stockholder hereby authorizes any and all brokers, for all accounts holding the Stockholder’s Leak-out Shares, to provide directly to the Company, immediately upon the Company’s request, a copy of all account statements showing the Leak-out Shares and all trading activity in the Leak-out Shares during the Leak-out Period.

Acknowledgement of Representation. The Stockholder represents and warrants to the Company that the Stockholder was or had the opportunity to be represented by legal counsel and other advisors selected by Stockholder in connection with this Agreement. The Stockholder has reviewed this Agreement with his, her or its legal counsel and other advisors and understands the terms and conditions hereof.

Legends on Certificates. All Leak-out Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Leak-out Shares shall bear the following legends:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LEAK-OUT AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Governing Law; Venue. All disputes arising under this Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada, without regard to principles of conflict of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement must be brought only in the civil or state courts of Nevada or in the federal courts located in the State of Nevada. Both parties and the individual signing this Agreement on behalf of the Company agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conformed with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Agreement. Nothing contained herein shall be deemed or operate to preclude the Stockholder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Stockholder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other decision in favor of the Stockholder.

Binding Effect. This Agreement will be binding upon and inure to the benefit of the Company, its successors and assigns and to the Stockholder and their respective permitted heirs, personal representatives, successors and assigns.

Entire Understanding. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and the transactions contemplated hereby and supersedes all prior written and oral agreements, arrangements and understandings relating to the subject matter hereof. This Agreement may only be changed by an agreement in writing, mutually signed by the Company and the Stockholder subject to this Agreement.

Remedies. The parties hereto acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in such party’s sole discretion, apply to any court of competent jurisdiction for specific performance or injunctive relief or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party hereto waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof, whether at law or in equity, shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, of the parties hereto.

IN WITNESS WHEREOF, this Agreement has been signed as of the date first above written.

PANACEA LIFE SCIENCES HOLDINGS, INC.


By:	Leslie Buttorff
Title:	Chief Executive Officer

IN WITNESS WHEREOF, the undersigned have caused this Leak-out Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


Holder

Exhibit 99.1

Panacea Life Sciences Holdings, Inc. Completes Acquisition of N7 Enterprises With Eight Natural Health and Wellness Retail and One Distribution Center Locations in the Tampa, Florida area

GOLDEN, Colo., October 5, 2023 Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea” or the “Company”), a plant-based natural health ingredient and product company, today announced it has acquired eight retail locations and one distribution center in the Tampa, Florida area offering Nitro Kava, Kratom, VAPE products and beverages. Operating as N7, the acquisition marks an expansion of the Company’s business into retail stores from its historic focus on its branded health and wellness products, ingredient and contract manufacturing. The name of the stores will change to PanaceaDistro for the initial phase of expansion. For the fiscal year ended December 31, 2022, N7 generated approximately $2.6 million of revenues (unaudited).

Panacea plans on expanding by adding additional stores and offering new high quality plant-based products, in addition to offering store franchising opportunities.

“We are excited to complete the acquisition of this popular retail chain and innovative distribution business as we expand into the billion dollar natural health and wellness market segment. The long-term objective is for Panacea to own and or operate hundreds of stores. We believe there is a massive shift in the minds of consumers away from pharmaceutical lab-driven products toward using natural products as functional remedies to treat and heal the human body. Combined with our recent acquisition of PUR Life Medical longevity clinics, we believe Panacea is well positioned and on the forefront of this movement,” said Leslie Buttorff, CEO. “With this acquisition we are able to capture a high value business in the natural beverage retail and wholesale market that includes brand licensing and franchising development for all of our product segments.”

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (PLSH) is holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is a woman-founded and led company dedicated to manufacturing, distribution, research and production of the highest-quality nutraceutical, cannabinoid, mushroom, kratom and other natural, plant-based ingredients and products. PLS operates out of a 51,000 square foot, state-of-the-art, cGMP facility in Golden Colorado. If you would like more information, please visit www.panacealife.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, risks arising from supply chain disruptions or our ability to obtain raw materials as well as similar problems with our vendors, our ability to fulfill purchase orders on a timely manner, our ability to fully collect money for our purchase orders, the risk of customers returning our products, impact of the pandemic including new variants on our workforce, as well as those risks and uncertainties described by us in our annual report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors”. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.

Contact:

info@panacealife.com

800-985-0515

Cover	Oct. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 05, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-38190
Entity Registrant Name	Panacea Life Sciences Holdings, Inc.
Entity Central Index Key	0001552189
Entity Tax Identification Number	27-1085858
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5910 South University Blvd
Entity Address, Address Line Two	C18-193
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80121
City Area Code	(800)
Local Phone Number	985-0515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false