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”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG 22ND CENTURY GROUP, INC. 22ND CENTURY ACQUISITION SUBSIDIARY, LLC AND 22nd CENTURY LIMITED, LLC JANUARY 25, 2011Agreement and Plan of Merger and Reorganization • 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.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2011 • 22nd Century Group, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of January 25, 2011, between 22nd Century Group, Inc., a Nevada corporation (the “Company”), and C. Anthony Rider (the “Executive”).
PLACEMENT AGENCY AGREEMENT December 1, 2010Placement Agency Agreement • February 1st, 2011 • 22nd Century Group, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
22nd Century Limited, LLC, a Delaware limited liability company (the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC, a Delaware limited liability company (the “Placement Agent”), as set forth herein (the “Agreement”). Unless the context otherwise requires, as used herein, all references to “the Company” shall be deemed to refer to 22nd Century Limited, LLC, a Delaware limited liability company, and each of its subsidiaries, predecessors and successors, if any after giving retroactive effect to the Offering and the Merger as such terms are defined below.
AMENDMENT NO. 1, DATED JANUARY 4, 2011, TO THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, DATED DECEMBER 16, 2010, AND SECURITIES PURCHASE AGREEMENT AND ALL OTHER INVESTMENT DOCUMENTS OF 22ND CENTURY LIMITED, LLC FOR ACCREDITED INVESTORS AND NON-U.S....Securities Purchase Agreement • February 1st, 2011 • 22nd Century Group, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Amendment together with the Documents constitutes the final investment documents upon which all Purchasers of the Company’s securities should rely in making their investment decision. Except as expressly set forth herein, no other amendments or modifications are made to the Documents, which shall remain in full force and effect.
LOCK-UP AGREEMENTLock-Up Agreement • February 1st, 2011 • 22nd Century Group, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of January ___, 2011, by and between the undersigned person or entity (the “Restricted Holder”) and 22nd Century Group, Inc., a Nevada corporation formerly known as Touchstone Mining Limited (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
CONFIDENTIAL 22nd Century Group, Inc. 11923 SW 37 Terrace Miami, FL 33175 Attn.: Mr. David Rector, CEO Dear Mr. Rector:22nd Century Group, Inc. • February 1st, 2011 • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Rodman & Renshaw, LLC (“Rodman”), a Delaware limited liability company, is pleased to act as the exclusive financial advisor to 22nd Century Group, Inc., a Nevada corporation (the “Company”) with respect to the matters set forth herein. This letter agreement (the “Agreement”) sets forth the terms of our engagement.
ESCROW AGREEMENTEscrow Agreement • February 1st, 2011 • 22nd Century Group, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Illinois
THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of December 2, 2010, by and among 22nd Century Limited, LLC, a limited liability company organized under the laws of the State of Delaware (“Issuer”), Rodman & Renshaw, LLC, a limited liability company organized under the laws of the State of Delaware that is a broker-dealer that is acting as placement agent for Issuer (“Placement Agent”), and Bank of America, National Association, a national banking association duly organized and existing under the laws of the United States of America, having an office in Chicago, Illinois (the “Escrow Agent”).
CONVERSION AGREEMENTConversion Agreement • February 1st, 2011 • 22nd Century Group, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Conversion Agreement is made by and between 22nd Century Limited, LLC, a Delaware limited liability company (“22nd Century”), and ______________________, a ______________ [corporation/partnership/limited liability company] (the “Holder”), effective as of December ____, 2010.
