PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, inc.22nd Century Group, Inc. • September 30th, 2024 • 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 September 27, 2029 (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 April 7, 2024.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2024 • 22nd Century Group, Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 27, 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.22nd Century Group, Inc. • September 30th, 2024 • Cigarettes
22nd Century Group, Inc. (the “Company”) is pleased pursuant to this letter agreement (this “Agreement”) to offer to you the opportunity to exercise all or part of: (i) the common stock purchase warrants of the Company issued to you on or about November 29, 2023 (“November 2023 Warrants”); and (ii) the common stock purchase warrants of the Company issued to you on or about April 9, 2024 (“April 2024 Warrants”), each with an exercise price of $0.228 per share (November 2023 Warrants and April 2024 Warrants, collectively, the “Existing Warrants”), set forth on the signature page hereto, which are currently held by you (the “Holder”). The resale of the shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”), underlying the Existing Warrants (the “Existing Warrant Shares”) has been registered pursuant to the registration statement on Form S-3 (File No. 333-279046) (as so amended, the “Registration Statement”). The Registration Statement is currently effect
