FORM OF LOCK-UP
AGREEMENT


 


January 6,
2013


 


Each Purchaser
referenced below:


 


		Re:	Securities
                                                               Purchase Agreement, dated as of January ___, 2013 (the “Purchase
                                                               Agreement”), between 22nd Century Group, Inc., a Nevada
                                                               corporation (the “Company”) and the purchasers
                                                               signatory thereto (each, a “Purchaser” and,
                                                               collectively, the “Purchasers”)



 


Ladies and
Gentlemen:


 


This
letter agreement (the “Letter Agreement”) is entered into pursuant to Section 2.2 of the Purchase Agreement
and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement. The undersigned irrevocably
agrees with the Company that, from the date hereof until the 2-month anniversary of the date a registration statement registering
200% of the shares of the Company’s common stock (“Common Stock”) underlying the Series A-1 Convertible
Preferred Stock and Common Stock Purchase Warrants issued pursuant to the Purchase Agreement has been declared effective by the
Securities and Exchange Commission (the “Commission” and such period, the “Restriction Period”),
the undersigned will not offer, sell, contract to sell, hypothecate, pledge, short or hedge against or otherwise dispose of (or
enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including
the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”) with respect to any Common Stock Equivalents (as defined below),
or the shares of Common Stock issuable upon exercise or conversion thereof, issued by the Company in each of December
2011, May 2012 and November 2012, held by the undersigned or hereafter acquired
by the undersigned (collectively, the “Securities”).


 


“Common
Stock Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Additionally, during
the Restriction Period, the undersigned shall not exercise or exchange for other securities (for cash or otherwise) any Common
Stock options or warrants of the Company. The Company will issue stop transfer instructions to its transfer agent in which the
Company instructs its transfer agent to not effectuate transfers of securities that are the subject of this Letter Agreement.


 




    	 



    	 



    

 


The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each
Purchaser to complete the transactions contemplated by the Purchase Agreement and that each Purchaser (which shall be a third
party beneficiary of this Letter Agreement) and the Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver
and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned
will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.


 


This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each
Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State
of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New
York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement,
and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject
to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue
of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address
in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. The undersigned hereby waives any right to a trial by jury.


 


Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned
agrees and understands that this Letter Agreement does not intend to create any relationship between the undersigned and each
Purchaser and that each Purchaser is not entitled to cast any votes on the matters herein contemplated and that no issuance or
sale of the Securities is created or intended by virtue of this Letter Agreement.


 


This
Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Purchasers.


 


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SIGNATURE PAGE FOLLOWS***


 




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This
Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same
agreement.


 


	 	 
	Signature	 
	 	 
	Print Name	 
	 	 
	Position in Company (if applicable)	 
	 	 
	Address for Notice:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Number of shares of Common Stock	 
	 	 
	 	 


 


Number of
shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities


 


By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.


 


22nd Century
Group, Inc.


 


	By:	 	 





	Name:	Henry Sicignano III	 
	Title:	President	 


 




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