that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the
suit, action or proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court.
Waiver of Jury Trial: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER
TRANSACTION AGREEMENTS, THE SERIES B SECURITIES OR THE SUBJECT MATTER HEREOF OR
THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE
PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH
PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.
[Remainder of page intentionally left blank]
25
IN WITNESS WHEREOF, the parties have executed this Series B Preferred Securities
Purchase Agreement as of the date first written above.
COMPANY:
PANACEA LIFE SCIENCES, INC.
By: /s/ Leslie
Buttorff
Name: Leslie Buttorff
Title: CEO
Address: 16194 West
45th Drive,
Golden, CO 80403
Attn: Leslie Buttorff
Telephone:
303-434-0215
Facsimile:
Email: 
PURCHASER:
22ND CENTURY GROUP, INC.
By: /s/ Clifford B.
Fleet
Name: Clifford B. Fleet
Title: President and CEO
Address: 8560 Main Street, Suite 4,
Williamsville, New York 14221
Attn: Chief Executive Officer
Telephone: 716-270-1523
Facsimile:
716-877-3064
Email: 
EXHIBITS
Exhibit A - FORM OF SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
Exhibit B - FORM OF NOTE
Exhibit C - FORM OF WARRANT
Exhibit D - COMPANY
DISCLOSURE SCHEDULE
Exhibit E - PURCHASER DISCLOSURE SCHEDULE
Exhibit F
- FORM OF INVESTORS' RIGHTS AGREEMENT
Exhibit G - Form of Right of First
Refusal and Co-Sale Agreement
Exhibit H - FORM OF VOTING AGREEMENT
Exhibit I - FORM OF LETTER AGREEMENT
Exhibit J - FORM OF SECURITY AGREEMENT