COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 18th, 2023 • 22nd Century Group, Inc. • 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 19, 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).
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”).
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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.Security Agreement • October 24th, 2024 • 22nd Century Group, Inc. • Cigarettes
THIS PRE-FUNDED 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 October [ ], 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full (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 • 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.Pre-Funded Common Stock Purchase Warrant • May 10th, 2024 • 22nd Century Group, Inc. • Cigarettes
THIS PRE-FUNDED 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 of issuance (the “Initial Exercise Date”) 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).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.Common Stock Purchase Warrant • June 21st, 2023 • 22nd Century Group, Inc. • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2024 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 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.Common Stock Purchase Warrant • July 7th, 2023 • 22nd Century Group, Inc. • 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).
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”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.Securities Agreement • October 24th, 2024 • 22nd Century Group, Inc. • Cigarettes
THIS PLACEMENT AGENT 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 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). This Warrant is being issued pursuant to that certain Engagement Agreement by and between the Company and Dawson James Securities, Inc., dated as of Ap
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”).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.Security Agreement • April 30th, 2024 • 22nd Century Group, Inc. • Cigarettes
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 the date of issuance (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 1, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to 460,000 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 AGENT COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.Placement Agent Common Stock Purchase Warrant • October 18th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
THIS PLACEMENT AGENT 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 Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 17, 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). This Warrant is being issued pursuant to that certain Engagement Agreement by and between the Company and Dawson James Securities, Inc. dated as of June 19, 2023, as amended on July 19, 2023 and October 16,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 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”).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.Common Stock Purchase Warrant • November 29th, 2023 • 22nd Century Group, Inc. • 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).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.Common Stock Purchase Agreement • October 15th, 2024 • 22nd Century Group, Inc. • 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 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 29th, 2015 • 22nd Century Group, Inc. • Cigarettes • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2016 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 24, 2016, 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.Common Stock Agreement • October 24th, 2024 • 22nd Century Group, Inc. • 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 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).
PREFUNDED COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.Prefunded Common Stock Purchase Warrant • April 9th, 2024 • 22nd Century Group, Inc. • Cigarettes
THIS PREFUNDED 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 [ ], 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), 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).
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.Common Stock Purchase Warrant • August 28th, 2024 • 22nd Century Group, Inc. • 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 [ ], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2024 (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, 2011Merger Agreement • 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.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2024 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 11, 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”).
22nd Century group, inc. common stock SALES AGREEMENTSales Agreement • March 10th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
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 9091Placement Agent Agreement • October 10th, 2017 • 22nd Century Group, Inc. • 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”).
22ND CENTURY GROUP, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • September 30th, 2014 • 22nd Century Group, Inc. • 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
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”).
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 • 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”).
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”).
