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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/05/23 Panacea Life Sciences Holdin… Inc 8-K:1,2,3,510/05/23 18:869K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 71K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 67K
3: EX-10.1 Material Contract HTML 246K
4: EX-10.2 Material Contract HTML 15K
5: EX-10.3 Material Contract HTML 78K
6: EX-10.4 Material Contract HTML 56K
7: EX-10.5 Material Contract HTML 14K
8: EX-10.6 Material Contract HTML 25K
9: EX-99.1 Miscellaneous Exhibit HTML 12K
13: R1 Cover HTML 47K
16: XML IDEA XML File -- Filing Summary XML 13K
14: XML XBRL Instance -- form8-k_htm XML 16K
15: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
11: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 98K
Document -- plsh-20231005_lab
12: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 65K
Linkbase Document -- plsh-20231005_pre
10: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 14K
plsh-20231005
17: JSON XBRL Instance as JSON Data -- MetaLinks 25± 36K
18: ZIP XBRL Zipped Folder -- 0001493152-23-036315-xbrl Zip 121K
Exhibit 10.5
Panacea Life Sciences Holdings, Inc.
16194 West 45th Drive
VIA EMAIL
Gary Wilder
8565 Somerset Dr., Suite A
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 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 10/5/23 | |||
| 9/30/23 | ||||
| 6/30/23 | 10-Q, NT 10-Q | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/06/24 Panacea Life Sciences Holdin… Inc 10-Q 3/31/24 60:4.6M M2 Compliance LLC/FA 4/01/24 Panacea Life Sciences Holdin… Inc 10-K 12/31/23 69:26M M2 Compliance LLC/FA |