Exhibit 10.9


 


Exactus,
Inc.


Assignment
of LLC Membership Interest


 


THIS
ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this “Assignment”) is made as, of this June 30, 2021 (the “Effective Date”),
by and between Paradox Capital Partners, LLC, a New Jersey limited liability company (“Assignee”) and shareholder of Exactus,
Inc. a Nevada corporation (“Assignor”) concerning the limited liability membership interests of Exactus One World, LLC, an
Oregon limited liability company, formerly known as Burros and Pirates, LLC (the “Company”).


 


PREAMBLE


 


WHEREAS,
the Assignors are the owner of 50.1% of the outstanding Membership Interests (the “Membership Interests”) in the Company
pursuant to that certain Amended and Restated Operating Agreement of the Company dated October 23, 2019;


 


WHEREAS,
the Company is party to (A) that certain Farm Lease dated as of March 1, 2019 by and between Phil Kudlac and the Company and (B) that
certain Farm Lease dated as of March 1, 2019 by and between Mike and Gail Murphy (the “Leases”);


 


WHEREAS,
the Assignor desires by this Assignment to assign to the Assignee all of the Membership Interests, and the Assignee desires by this Assignment
to accept the same,


 



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NOW,
THEREFORE, FOR AND IN CONSIDERATION of the payment by the Assignee to the Assignors of the sum of Ten Dollars ($10.00), and for other
good and valuable consideration, the receipt and adequacy of which are acknowledged by each party, the parties agree as follows:


 


1.
ASSIGNMENT.


 


Effective
as of the Effective Date the Assignor assigns to the Assignee and the Assignee accepts and assumes from the Assignor (a) the Membership
Interests (so that from and after the Effective Date, and until any other or further assignment made, the Assignor shall have a 0% Membership
Interest and the Assignee shall have a 50.1 % Membership Interest), and (b) any and all right, title, and interest which the Assignor
have under the provisions of the Oregon Limited Liability Company Act (the “Regulations”), or in and to any of the Company’s
assets, with respect to the Membership Interest so assigned. Assignor effective on the Effective Date hereby removes each Manager of
the Company and appoints Assignee as the sole Manager of the Company.


 


2.
REPRESENTATIONS.


 


2.1.
By Assignors. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represent and warrant the
following to the Assignee that, on the date hereof and at the time of such delivery:


 


2.1.1.
The Assignor is the sole legal and beneficial owner of the Membership Interests. The Assignor has not sold or transferred any or all
of the Membership Interests. Subject to the provisions of the Regulations, the Assignor has the full and sufficient right at law and
in equity to transfer and assign the Membership Interests.








 


2.2.
By Each Party. Each party represents and warrants to the other that it has been duly authorized to execute and deliver this Assignment,
and to perform its obligations under this Assignment.


 


3.
INDEMNIFICATION. The Assignee shall defend, indemnify, and hold harmless the Assignor from any and all liability, claim of liability,
or expense arising out of any and all liability, claim of liability, or expense of the Company arising after the Effective Date for rent
or other obligations, in each case, arising under the Leases. The Assignor, on behalf of the Company and Assignor, also hereby releases
any and all claims the Company or Assignor has or may have against the Assignee.


 


4.
NOTICES. Any notice, demand, consent, approval, request, or other communication or document to be provided hereunder to a party
hereto shall be (a) in writing, and (b) deemed to have been provided (i) forty-eight (48) hours after being sent as certified or registered
mail in the United States mail, postage prepaid, return receipt requested, to the address of the party set forth in the first paragraph
of this Assignment or to any other address in the United States of America as the party may designate from time to time by notice to
the other party, or (ii) upon being given by hand or other actual delivery to the party.


 


5.
MISCELLANEOUS.


 


5.1.
Effectiveness. This Assignment shall become effective on and only on its execution and delivery by each party and shall be effective
as of the date first above written.


 


5.2.
Complete understanding. Subject to the provisions of the Regulations, this Assignment represents the complete understanding between
the parties as to the subject matter hereof, and supersedes all prior negotiations, representations, guarantees, warranties, promises,
statements, or agreements, either written or oral, between the parties hereto as to the same.


 


5.3.
Amendment. This Assignment may be amended by and only by an instrument executed and delivered by each party.


 


5.4.
Waiver. No party shall be deemed to have waived any right which it holds hereunder unless the waiver is made expressly and in
writing (and, without limiting the generality of the foregoing, no delay or omission by any party in exercising any such right shall
be deemed a waiver of its future exercise). No waiver shall be deemed a waiver as to any other instance or any other right.


 






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5.5.
Applicable law. All questions concerning the construction, validity, and interpretation of this Assignment and the performance
of the obligations imposed hereby shall be governed by the internal law, not the law of conflicts, of the State of Nevada.








 


5.6.
Headings. The headings of the Sections, subsections, paragraphs, and subparagraphs hereof are provided herein for and only for
convenience of reference and shall not be considered in construing their contents.


 


5.7.
Construction. As used herein, (a) the term “person” means a natural person, a trustee, a corporation, a partnership,
and any other form of legal entity; and (b) all reference made (i) in the neuter, masculine, or feminine gender shall be deemed to have
been made in all genders, (ii) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular
number as well, and (iii) to any Section, subsection, paragraph, or subparagraph shall, unless therein expressly indicated to the contrary,
be deemed to have been made to such Section, subsection, paragraph, or subparagraph of this Assignment.


 


5.8.
Assignment. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors, and assigns hereunder.


 


5.9
Severability. No determination by any court, governmental body or otherwise that any provision of this Assignment or any amendment
hereof is invalid or unenforceable in any instance shall affect the validity or enforceability of (a) any other provision thereof, or
(b) that provision in any circumstance not controlled by the determination. Each such provision shall be valid and enforceable to the
fullest extent allowed by and shall be construed wherever possible as being consistent with, applicable law.


 


5.10.
Further Assurances. The parties shall cooperate with each other and shall execute and deliver, or cause to be delivered, all other
instruments and shall take all other actions, as either party hereto may reasonably request from time to time in order to effectuate
the provisions hereof.


 




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IN
WITNESS WHEREOF, each party hereto has executed this Assignment or caused it to be executed on its behalf by its duly authorized representatives,
the day and year first above written.


 


	 	ASSIGNOR:
	 	 
	 	PANACEA
    LIFE SCIENCES HOLDINGS, INC.
	 	 
	 	/s/
    Larry Wert
	 	Larry
    Wert, director
	 	 
	 	/s/
    Leslie Buttorff
	 	Leslie
    Buttorff, director and CEO
	 	 
	 	ASSIGNEE:
	 	 
	 	PARADOX
    CAPITAL PARTNERS, LLC
	 	 
	 	/s/
    Harvey Kesner
	 	Harvey
    Kesner, Manager


 




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