PROMISSORY NOTE EXCHANGE AGREEMENTNote Exchange Agreement • August 5th, 2021 • 22nd Century Group, Inc. • Cigarettes • Colorado
THIS PROMISSORY NOTE EXCHANGE AGREEMENT (this “Agreement”) is made this 30th day of June, 2021 (the “Effective Date”), by and between PANACEA LIFE SCIENCES INC., a Colorado corporation with an address of 5910 South University Blvd, C18-193, Greenwood Village, CO 80121 (“Seller”), J & N REAL ESTATE COMPANY, L.L.C., a Colorado limited liability company with an address of 5910 South University Blvd, C18-193, Greenwood Village, CO 80121 (“Borrower”), 22ND CENTURY GROUP, INC., a Nevada corporation or its assignees or with an address of 8560 Main Street, Suite 4, Williamsville, New York 14221 (“22CG”) and 22ND CENTURY HOLDINGS, LLC, a Delaware limited liability company with an address of 8560 Main Street, Suite 4, Williamsville, New York 14221 (“Holdings”, and together with 22CG, “Buyer”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • August 5th, 2021 • 22nd Century Group, Inc. • Cigarettes • Nevada
This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of June 30, 2021, is entered into by and among Exactus, Inc., a Nevada corporation (the “Parent”), Panacea Life Sciences, Inc., a Colorado corporation (the “Company”), and the shareholders of the Company who executed this Agreement (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
FRAMEWORK COLLABORATIVE RESEARCH AGREEMENT by KEYGENE N.V. and 22nd Century Group, Inc.Collaborative Research Agreement • August 5th, 2021 • 22nd Century Group, Inc. • Cigarettes • New York
This First Amended and Restated Framework Collaborative Research Agreement (the “Agreement”), is executed this 16th day of April (the “Execution Date”), 2021, but is effective as of the 14th day of April 2019 (“Effective Date”) by and between Keygene N.V., a company organized and existing under the laws of The Netherlands, having its registered office at Agro Business Park 90, 6708 PW Wageningen, The Netherlands, duly represented by its co-CEO’s, Dr. Arjen van Tunen and Henny Wilpshaar, (hereinafter further referred to as “KeyGene”), and 22nd Century Group, Inc., a corporation organized and existing under the laws of State of Nevada in the United States of America, having its principal offices at 500 Seneca Street, Suite 507, Buffalo, New York 14204, United States of America, duly represented by its President and Chief Executive Officer, James A. Mish (hereinafter further referred to as “XXII”), and amends and restates in its entirety the Original Agreement (defined below) with referen
