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
February 10,2010 Paramount Strategy Corp. made a $32,327 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 for $32,327 made by the Company in favor of Paramount Strategy
Corp. (the “Note”).
Pursuant
to the tenn 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,
PARAMOUNT
STRATEGY CORP.
By:
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/s/ Andrew Meacle | |
Name:
Andrew Meacle
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Title:
Director
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Date:
December 21, 2010