SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2013 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 11, 2013, 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”).
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).
SERIES C COMMON STOCK PURCHASE WARRANT 22nd century group, inc.22nd Century Group, Inc. • January 17th, 2013 • Cigarettes
THIS SERIES C 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; provided, however, the exercisability of this Series C Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assigns) exercise of the Series B Common Stock Purchase Warrant as compared with all Series B Common Stock Purchase Warrants issued to Holder at the Closing (“Vesting Schedule”). Notwithstanding anyt
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
