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
CONSULTING AGREEMENTConsulting Agreement • September 30th, 2014 • 22nd Century Group, Inc. • Cigarettes
This Consulting Agreement is made as of September 29, 2014 (the “Agreement”), among 22nd Century Group, Inc., a corporation duly organized and validly existing under the laws of the State of Nevada with its principal business address at 9530 Main Street, Clarence, New York 14031 (the “Company”); Crede CG III Ltd., a corporation duly organized and validly existing under the laws of Bermuda with its principal business address at 11601 Wilshire Boulevard, Suite 950, Los Angeles, California 90025 (“Consultant”); and Terren Peizer, an individual who is the controlling member/manager of Consultant (“Peizer”).
