PRE-FUNDED COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.22nd Century Group, Inc. • May 10th, 2024 • 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).
JGB Collateral, LLC JGB Capital Offshore Ltd. JGB Capital LP JGB Partners LP c/o JGB Management, Inc.Letter Agreement • May 10th, 2024 • 22nd Century Group, Inc. • Cigarettes
Re: Securities Purchase Agreement dated March 3, 2023, (as amended, the “SPA”) between 22nd Century Group, Inc. (the “Company”) and the Purchasers.
EXCHANGE AGREEMENTExchange Agreement • May 10th, 2024 • 22nd Century Group, Inc. • Cigarettes • New York
This EXCHANGE AGREEMENT (this “Agreement”) is made effective as of May 10, 2024, by and between (i) JGB Partners, LP (“JGB Partners”), JGB Capital, LP (“JGB Capital”) and JGB Capital Offshore Ltd. (“JGB Offshore” and collectively with JGB Partners and JGB Capital, the “Holders” and each a “Holder”), (ii) 22nd Century Group, Inc., a Nevada corporation (the “Company”), (iii) each of the subsidiaries of the Company executing this Agreement as guarantors (collectively, the “Subsidiary Guarantors”, and together with the Company, the “Company Parties”), and (iv) JGB Collateral, LLC, as collateral agent for the Holders (the “Agent”).
