Material Agreement Form 8 K

Senior Secured Credit Facility

On October 10, 2024, 22nd Century Group, Inc. (the "Company") entered into that certain Letter Agreement to modify the terms of the Securities Purchase Agrement dated March 3, 2023 (the "JGB SPA") and debentures (the "Debentures"), as amended, with JGB Partners, LP ("JGB Partners"), JGB Capital, LP ("JGB Capital") and JGB Capital Offshore Ltd. ("JGB Offshore" and collectively with JGB Partners and JGB Capital, the "Holders") and JGB Collateral, LLC, as collateral agent for the Holders (the "Agent").

Under the terms of the Letter Agreement, subject to obtaining stockholder approval as described below, Company will be able to reset the Conversion Price (as defined in the Debentures) currently in effect, at the discrection of the Board of Directors and on a one time basis, to an amount equal to the average of the daily VWAPs for each of the five (5) consecutive Nasdaq trading days immediately preceding the date on which the Conversion Price shall be reset. The reset Conversion Price shall in no event be greater than the Conversion Price in effect on the date of the Letter Agreement, which is $.7458.

The reduction in the Conversion Price will be subject to stockholder approval. The Company has agreed to seek stockholder approval for the Conversion Price reset pursuant to applicable Nasdaq rules no later than December 31, 2024, and to seek stockholder approval at each stockholder meeting thereafter if approval is not obtained by then.

A copy of the Letter Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.