22nd CENTURY GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is dated as of September 20, 2022 between 22nd CENTURY GROUP, INC., a Nevada corporation (“Company”) and Peter Ferola (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2023 • 22nd Century Group, Inc. • Cigarettes
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 3, 2023, 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”) and JGB Collateral, LLC, a Delaware limited liability company, as collateral agent for the Purchasers (the “Agent”).
7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE DUE MARCH 3, 2026Security Agreement • March 9th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
THIS 7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 7% Original Issue Discount Senior Secured Debentures of 22nd Century Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 500 Seneca Street, Suite 507, Buffalo, New York 14204 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the “Debenture” and collectively with the other debentures of such series, the “Debentures”) and is issued pursuant to the Purchase Agreement (as defined below).
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, INC.Common Stock Purchase Warrant • March 9th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Omnia Capital LP 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 September 3, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 3, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to 675,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, $0.00001 par value (the “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)).
ContractSubordination Agreement • March 9th, 2023 • 22nd Century Group, Inc. • Cigarettes • New York
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS NOTE, AND THE INDEBTEDNESS EVIDENCED HEREBY, ARE AND SHALL AT ALL TIMES BE AND REMAIN SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF (THE “SUBORDINATION AGREEMENT”), AMONG THE COMPANY, HOLDER AND JGB COLLATERAL, LLC. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE SUBORDINATION AGREEMENT AND THIS NOTE, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND CONTROL.
COMMON STOCK PURCHASE WARRANT 22ND CENTURY GROUP, INC.Security Agreement • March 9th, 2023 • 22nd Century Group, Inc. • Cigarettes
THIS 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 September 3, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 22nd Century Group, Inc., a Nevada corporation (the “Company”), up to 1,750,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, $0.00001 par value (the “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)).
