SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 21st, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2023, between 22nd Century Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2013 • 22nd Century Group, Inc. • Cigarettes
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 11, 2013, between 22nd Century Group, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.22nd Century Group, Inc. • November 29th, 2023 • Cigarettes • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Stockholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
SERIES A COMMON STOCK PURCHASE WARRANT 22nd century group, inc.22nd Century Group, Inc. • January 17th, 2013 • Cigarettes
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2023, between 22nd Century Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2021 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2021, between 22nd Century Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.22nd Century Group, Inc. • June 19th, 2017 • Cigarettes
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December [ ], 2017 (the “Initial Exercise Date”) and on or prior to the close of business on December [ ], 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 18th, 2014 • 22nd Century Group, Inc. • Cigarettes • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 17, 2014, among 22nd Century Group, Inc., a Nevada corporation (the “Company”), and Crede CG III, Ltd. (referred to herein as “Crede,” “Buyer” or “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2014 • 22nd Century Group, Inc. • Cigarettes • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2014, is by and among 22nd Century Group, Inc., a Nevada corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).
22nd Century group, inc. common stock SALES AGREEMENTSales Agreement • March 10th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.22nd Century Group, Inc. • June 21st, 2023 • Cigarettes
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 22, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 29th, 2015 • 22nd Century Group, Inc. • Cigarettes • New York
SPLIT-OFF AGREEMENTSplit-Off Agreement • February 1st, 2011 • 22nd Century Group, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This SPLIT-OFF AGREEMENT, dated as of January 25, 2011 (this “Agreement”), is entered into by and among 22nd Century Group, Inc., a Nevada corporation (“Seller”), Touchstone Split Corp., a Delaware corporation (“Split-Off Subsidiary”) and David Rector (“Buyer”).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.22nd Century Group, Inc. • July 7th, 2023 • Cigarettes
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 10, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the later of (i) January 10, 2029 and (ii) the date Stockholder Approval is obtained ((i) or (ii), as applicable, the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG 22ND CENTURY GROUP, INC. 22ND CENTURY ACQUISITION SUBSIDIARY, LLC AND 22nd CENTURY LIMITED, LLC JANUARY 25, 2011Agreement and Plan of Merger and Reorganization • February 1st, 2011 • 22nd Century Group, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of January 25, 2011, by and among 22nd Century Group, Inc. (formerly known as Touchstone Mining Limited), a Nevada corporation (the “Parent”), 22nd Century Acquisition Subsidiary, LLC, a Delaware limited liability company (the “Acquisition Subsidiary”), and 22nd Century Limited, LLC, a Delaware limited liability company (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • June 19th, 2017 • 22nd Century Group, Inc. • Cigarettes
This Warrant Exercise Agreement (this “Agreement”), dated as of June 19, 2017, is by and between 22nd Century Group, Inc. a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
Steven Urbach Chief Executive Officer Chardan Capital Markets, LLC 17 State Street Suite 1600 New York, NY 10004 Tel: 646 465 9003 Fax: 646 465 909122nd Century Group, Inc. • October 10th, 2017 • Cigarettes • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2013 • 22nd Century Group, Inc. • Cigarettes • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 19, 2013, between 22nd Century Group, Inc., a Nevada corporation (the “Company”), and John T. Brodfuehrer (the “Executive”).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.22nd Century Group, Inc. • April 9th, 2024 • Cigarettes
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Stockholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
22ND CENTURY GROUP, INC. WARRANT TO PURCHASE COMMON STOCK22nd Century Group, Inc. • September 30th, 2014 • Cigarettes • New York
22nd Century Group, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Crede CG III, Ltd., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), One Million (1,000,000) (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1
EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2020 • 22nd Century Group, Inc. • Cigarettes • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 8, 2020, between 22nd Century Group, Inc., a Nevada corporation with its office located at 8560 Main Street, Suite 4, Williamsville, New York 14221 (the “Company”), and John Franzino, an individual residing at 82 Roe Ave, Highland Falls, New York 10928 (the “Employee”).
22nd CENTURY GROUP, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is dated as of ___________ __, 2023 (the “Effective Date”) between 22nd CENTURY GROUP, INC., a Nevada corporation (“Company”) and Peter Ferola (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2012 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of November __, 2012 by and among 22nd Century Group, Inc., a Nevada corporation (the “Company”), and the purchaser(s) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2023 • 22nd Century Group, Inc. • Cigarettes
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 3, 2023, between 22nd Century Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and JGB Collateral, LLC, a Delaware limited liability company, as collateral agent for the Purchasers (the “Agent”).
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”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 6th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Omnia Capital LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 3, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 3, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to 675,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, $0.00001 par value (the “Common Stock”). 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)).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 17th, 2013 • 22nd Century Group, Inc. • Cigarettes • New York
This letter agreement (the “Letter Agreement”) is entered into pursuant to Section 2.2 of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement. The undersigned irrevocably agrees with the Company that, from the date hereof until the 2-month anniversary of the date a registration statement registering 200% of the shares of the Company’s common stock (“Common Stock”) underlying the Series A-1 Convertible Preferred Stock and Common Stock Purchase Warrants issued pursuant to the Purchase Agreement has been declared effective by the Securities and Exchange Commission (the “Commission” and such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge, short or hedge against or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition du
NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS...22nd Century Group, Inc. • December 28th, 2023 • Cigarettes • New York
THIS 7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 7% Original Issue Discount Senior Secured Debentures of 22nd Century Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 500 Seneca Street, Suite 507, Buffalo, New York 14204 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the “Debenture” and collectively with the other debentures of such series, the “Debentures”) and is issued pursuant to the Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 9th, 2024 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between 22nd Century Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, INC.22nd Century Group, Inc. • March 9th, 2023 • Cigarettes • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Omnia Capital LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 3, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 3, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to 675,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, $0.00001 par value (the “Common Stock”). 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)).
ContractLicense Agreement • September 6th, 2011 • 22nd Century Group, Inc. • Cigarettes • Saskatchewan
[* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
LICENSE AGREEMENTLicense Agreement • September 6th, 2011 • 22nd Century Group, Inc. • Cigarettes
This agreement is entered into this 6th day of March, 2009 (“Effective Date”) between NORTH CAROLINA STATE UNIVERSITY, a constituent institution of the University of North Carolina and a nonprofit educational and research institution organized under the laws of North Carolina (“NCSU”), having its principal office at 920 Main Campus Drive, Venture Building II, Suite 400, Campus Box 8210, Raleigh, North Carolina 27695, and 22nd CENTURY LIMITED, LLC, a limited liability company organized under the laws of Delaware (“Licensee”), with its corporate headquarters and its principal office at 8201 Main Street, Suite 6, Williamsville, New York 14221 (“Agreement”).
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.”
22nd CENTURY GROUP, INC.Stock Option Award Agreement • April 14th, 2014 • 22nd Century Group, Inc. • Cigarettes
You have been granted an option (this “Option”) to purchase shares of the common stock of 22nd Century Group, Inc. (the “Company”) pursuant to the Company’s 2014 Omnibus Incentive Plan (the “Plan”) and this Stock Option Award Agreement (this “Option Agreement”). This Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Additional provisions regarding this Option and definitions of capitalized terms used and not defined in this Option Agreement can be found in the Plan.
Contract22nd Century Group, Inc. • March 9th, 2023 • Cigarettes • New York
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS NOTE, AND THE INDEBTEDNESS EVIDENCED HEREBY, ARE AND SHALL AT ALL TIMES BE AND REMAIN SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF (THE “SUBORDINATION AGREEMENT”), AMONG THE COMPANY, HOLDER AND JGB COLLATERAL, LLC. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE SUBORDINATION AGREEMENT AND THIS NOTE, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND CONTROL.
