22nd Century Group enters letter agreement to reset conversion price of JGB debentures subject to shareholder approval

22nd Century Group, Inc.

One-time reset of Conversion Price to 5-day average VWAP, not above current $0.7458, subject to Holder written approval.
Company must obtain shareholder approval for unlimited share issuance at discount to Nasdaq Minimum Price by Dec 31, 2024.
If approval not obtained by Dec 31, Company must seek it at every subsequent shareholder meeting, at least every six months.
All conversion shares to be issued free of restrictive legends; Company to provide legal opinions to transfer agent.
Letter agreement amends March 2023 SPA and debentures; prior August 2024 letter agreement remains in effect.

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