GVB Biopharma Acquisition

TRANSACTION HIGHLIGHTS Transaction Considerations Consideration to GVB Biopharma Employee Retention Board of Directors Financial Update ▪ 22nd Century acquires all of the issued and outstanding shares of GVB Biopharma ▪ Pro forma ownership of approximately 17% GVB Biopharma and 83% 22nd Century 22ND CENTURY GROUP Aggregate consideration of approximately $58 million, including: i. the assumption of approximately $4.5 million of debt, ii. GVB's closing costs and iii. the issuance to GVB of an aggregate of 32,900,000 unregistered shares of common stock of 22nd Century. ▪ 22nd Century will enter into employment and consulting arrangements with certain key employees of GVB ▪ GVB will nominate a director to 22nd Century's board of directors, provided that such nominee is independent and subject to approval by 22nd Century's Governance and Nominating Committee ▪ 22nd Century will furnish any pro forma financial information required no later than 71 calendar days after closing 14

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