Attached files
Board of
Directors
22nd Century
Group, Inc. (f/k/a Touchstone Mining Limited)
11923 SW
37 Terrace
Miami, FL
33175
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Re:
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Loan
Forgiveness
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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,
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/s/
Mark Tompkins
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Mark
Tompkins
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Date:
January 25, 2011