Loan Forgiveness and Capital Contribution Agreement between Mark Tompkins and 22nd Century Group, Inc.
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Summary
Mark Tompkins agrees to forgive a $50,000 loan, including all accrued interest, previously made to 22nd Century Group, Inc. (formerly Touchstone Mining Limited). This forgiveness is structured as a capital contribution to the company and becomes effective immediately before the closing of a merger involving the company. The agreement formalizes the cancellation of the debt as part of the merger process.
EX-10.14 24 v209313_ex10-14.htm
Board of Directors
22nd Century Group, Inc. (f/k/a Touchstone Mining Limited)
11923 SW 37 Terrace
Miami, FL 33175
| | Re: | Loan Forgiveness |
Gentlemen:
On October 14, 2010 Mark Tompkins made a $50,000 loan (the “Loan”) to 22nd Century Group, Inc. (formerly known as Touchstone Mining Limited) (the “Company”) which is represented by a 10% Convertible Promissory Note in the principal amount of $50,000 made by the Company in favor of Mark Tompkins (the “Note”).
Pursuant to the term of that certain Agreement and Plan of Merger and Reorganization by and among Company, 22nd Century Acquisition Subsidiary, LLC and 22nd Century Limited, LLC, and in consideration of the transactions contemplated thereby (the “Merger”), and for other good and valuable consideration, the undersigned hereby agrees to make a capital contribution of the Note to the Company and in so doing forgives the entire principal balance of the Loan and the Note, together with all accrued and unpaid interest thereon. Such contribution and associated forgiveness shall be effective immediately prior to the closing of the Merger.
| Very truly yours, |
| /s/ Mark Tompkins |
| Mark Tompkins |
Date: January 25, 2011
