0001144204-14-056625 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

INVESTMENT AGREEMENT
Investment Agreement • September 18th, 2014 • 22nd Century Group, Inc. • Cigarettes • British Columbia

This Investment Agreement (this “Agreement”), dated as of April 11, 2014, is by and among Anandia Laboratories Inc., a British Columbia corporation, having a place of business at 3322 West 38th Avenue, Vancouver, BC V6N 2X7 (the “Company”), 22nd Century Group, Inc., a Nevada corporation , having a place of business at 9530 Main Street, Clarence, New York 14031, United States of America (the “Parent”), and Botanical Genetics, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, having a place of business at 9530 Main Street, Clarence, New York 14031, United States of America (the “Investor”).

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