0001493152-21-029840 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 24th, 2021 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 18, 2021, between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Company”), and ________________, an _______________ (the “Investor”).

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WARRANT TO PURCHASE COMMON STOCK OF PANACEA LIFE SCIENCES HOLDINGS, INC.
Panacea Life Sciences Holdings, Inc. • November 24th, 2021 • Medicinal chemicals & botanical products

This Warrant may be exercised in accordance with its terms at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on May 18, 2027 (the “Termination Date”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) of this Warrant.

SENIOR CONVERTIBLE NOTE OF PANACEA LIFE SCIENCES HOLDINGS, INC.
Panacea Life Sciences Holdings, Inc. • November 24th, 2021 • Medicinal chemicals & botanical products • New York

This Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this “Note” and such other series of senior convertible notes that may be issued pursuant to the Purchase Agreement (defined below), including the Additional Note (as defined in the Purchase Agreement), collectively, the “Other Notes”) is issued pursuant to the Securities Purchase Agreement, dated as of November 18, 2021, between the Company and __________________ (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Section 26 of this Note. Capitalized terms used, but not otherwise defined herein, shall have the meaning set forth in the Purchase Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 24th, 2021 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 18, 2021, is by and between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Company”), and _______________, an ______________ (the “Investor”).

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