ContractSecurity Agreement • December 3rd, 2019 • 22nd Century Group, Inc. • Cigarettes • Delaware
THIS SECURITY (AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY) HAVE NOT 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 AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS SECURITY AND THE SECURITIES ISSUABLE UPO
PANACEA LIFE SCIENCES, INC. SERIES B PREFERRED SECURITIES PURCHASE AGREEMENT DECEMBER 3, 2019Preferred Securities Purchase Agreement • December 3rd, 2019 • 22nd Century Group, Inc. • Cigarettes • Delaware
Contract22nd Century Group, Inc. • December 3rd, 2019 • Cigarettes • Delaware
THIS SECURITY (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY) HAVE NOT 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 AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
AGREEMENTAgreement • December 3rd, 2019 • 22nd Century Group, Inc. • Cigarettes
This AGREEMENT (this “Agreement”), dated as of December 3, 2019 (the “Effective Date”), is entered into by and among Panacea Life Sciences, Inc., a Colorado corporation (the “Company”), [EMPLOYEE], [EMPLOYEE], [EMPLOYEE] AND [EMPLOYEE] (each a “Key Employee” and collectively, the “Key Employees”), Quintel-MC Incorporated, a Colorado corporation (“Quintel”), and 22nd Century Group, Inc., a Nevada corporation (the “Purchaser”). Each of the Company, the Key Employees, Quintel and the Purchaser are referred to herein as, a “Party” and, collectively as, the “Parties”. Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in the Purchase Agreement (as defined below).
