THE WARRANT REPRESENTED BY THIS WARRANT
CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, REGISTRATION UNDER SAID ACT AND THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED OR SOLD IN THE
MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT
OR APPLICABLE STATE SECURITIES LAWS.

     

    
      	
              Warrant No. [__________]

            	
              Number of Shares: [________]

              (subject to
      adjustment)

            
	
              Date of Issuance: January 25,
      2011

            	 
      
	 
      	 
      
	
              Original Issue Date (as defined in
      subsection 2(a)): January 25,
      2011

            	 
      


    

     

    22ND CENTURY
GROUP, INC.

     

    COMMON
STOCK PURCHASE
WARRANT

     

    (VOID AFTER JANUARY 25, 2016)

     

    22nd Century Group, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies
that [_____________], or
its registered assigns (the
“Registered Holder”), is entitled, subject to the terms and conditions set forth
below, to purchase from the Company, at any time or from time to time on or
after January 25, 2011
and on or before 5:00 p.m.
(Eastern time) on January
25, 2016 (the “Exercise
Period”), [__________] shares of common stock, $0.0001 par
value per share, of the Company (“Common Stock”) at a purchase price of $1.50
per share of Common Stock.  The shares purchasable upon exercise of
this Warrant, and the purchase price per share, each as adjusted from time to
time pursuant to the provisions of this Warrant, are hereinafter referred to as
the “Warrant Shares” and the “Purchase Price,” respectively.

     

    1.           Exercise.

     

    (a)           Exercise
Procedure.  The
Registered Holder may, at its option, elect to exercise this Warrant, in whole
or in part, by surrendering this Warrant at the principal office of the Company,
or at such other office or agency as the Company may
designate, with the
purchase form appended hereto as Exhibit
I (the “Purchase Form”) duly executed by or on behalf of the
Registered Holder, subject
also to the following:

     

    (i)           The Registered Holder may elect to exercise this Warrant
at any time or from time to
time during the Exercise Period, accompanied by payment in full, in
lawful money of the United States, of the Purchase Price payable in respect of
the number of Warrant Shares purchased upon such exercise (a
“Cash Exercise”); or


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (ii)           The Registered Holder may elect to exercise this Warrant at any
time or from time to time during the Exercise Period, on a cashless basis by
electing instead to receive upon exercise of this Warrant such number of Warrant
Shares (the “Net Number”) determined according to the following formula (a
“Cashless
Exercise”):

     

    
      
        
          	
                  Net Number
=

                	
                  (A x B) - (A x
      C)

                
	 
      	
                  B

                


        

      

    

    For purposes of the foregoing
formula:

    
      	
               
      

            	
              A=

            	
              the total number of Warrant Shares with respect to which this
      Warrant is then being
exercised.

            


    

    
      	
               
      

            	
              B=

            	
              the then applicable Fair Market
      Value per share as determined pursuant to Section 2(d)
      hereof.

            


    

    
      	
               
      

            	
              C=

            	
              the
      Purchase Price.

            


    

    


    A facsimile signature of the Registered
Holder on the Purchase Form shall be sufficient for purposes of
exercising this Warrant, provided that the Company receives the Registered
Holder’s original signature on the Purchase Form within three (3) business days
thereafter.

     

    (b)          Exercise
Date.  Each
exercise of this Warrant shall be deemed to have been effected immediately prior
to the close of business on the business day on which this Warrant, the completed and executed Purchase
Form, and the Purchase Price (either in cash in a Cash Exercise or in the
relinquishment of the right to acquire the appropriate number of shares of
Common Stock in a Cashless Exercise) shall have been surrendered to the
Company as provided in subsection 1(a) above (the “Exercise
Date”).  At such time, the Person or Persons in whose name or names
any certificates for Warrant Shares shall be issuable upon such exercise as
provided in subsection 1(c) below shall be deemed to have become the holder or
holders of record of the Warrant Shares represented by such
certificates.

     

    (c)           Issuance of
Certificates.  As
soon as practicable after the exercise of this Warrant in whole or in part, the
Company, at its expense, will cause to be issued in the name of, and delivered
to, the Registered Holder, or as the Registered Holder (upon payment by the
Registered Holder of any applicable transfer taxes) may
direct:

     

    (i)          a certificate for the number of full
Warrant Shares to which the Registered Holder shall be
entitled upon such exercise plus, in lieu of any fractional share to which the
Registered Holder would otherwise be entitled, cash in an amount determined
pursuant to Section 3 hereof; and

     

    (ii)         in case such exercise is in part only, a
new warrant or warrants (dated the date hereof) of like tenor, calling in the
aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any
adjustment therein) to the number of such Warrant Shares called for on the face of this Warrant
minus the number of Warrant Shares for which this Warrant was so
exercised.


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    (d)           Provisions
Related to Non-US Persons.

     

    (i)           Each Registered Holder
who is not a US Person (“US Person”) as defined in Regulation S under the
Securities
Act is
required to give:

     

    (A) Written certification that it is not a
US Person and the Warrant is not being exercised on behalf of a US Person;
or

     

    (B) A written opinion of counsel to the
effect that the Warrant and the securities delivered upon exercise thereof
have been registered under
the Securities Act or are
exempt from registration thereunder.

     

    (ii)          If the Registered Holder is not a US
Person, procedures shall be
implemented by the Company to ensure that the Warrant may not be exercised
within the United States, and that the Warrant Shares issuable upon exercise of the Warrant
may not be delivered within the United States upon exercise, other than in
offerings deemed to meet the definition of “offshore transaction” pursuant to
Rule 902(h) under the Securities Act, unless registered under the
Securities Act or an exemption from such
registration is available.

     

    2.           Adjustments.

     

    (a)           Adjustment for Stock Splits
and Combinations.  If the Company shall at any time or from
time to time after the date on which this Warrant was first issued (or, if this
Warrant was issued upon partial exercise of, or in replacement of, another
warrant of like tenor, then the date on which such original warrant was first
issued) (the “Original Issue Date”) effect a subdivision of the outstanding
shares of Common Stock, the Purchase Price then in effect immediately before
that subdivision shall be proportionately decreased and the number of Warrant
Shares shall be proportionately increased.  If the Company shall at
any time or from time to time after the Original Issue Date combine the
outstanding shares of Common Stock, the Purchase Price then in effect
immediately before the combination shall be proportionately increased and the
number of Warrant Shares shall be proportionately decreased.  Any
adjustment under this paragraph shall become effective at the close of business
on the date the subdivision or combination becomes effective.

     

    (b)           Adjustment for Issuance of
Additional Shares.

     

    (i)           If
the Company shall at any time or from time to time after the Original Issue Date
issue additional shares of Common Stock (the “Additional Shares”) without
consideration or for consideration per share of Common Stock less than the
Purchase Price then in effect immediately before such
issuance (a "Diluting Issuance"), other than
with respect to shares of Common Stock issued to (a) the Company's employees,
officer or directors in connection with their employment or
retention of services not to exceed the number of shares of Common Stock reserved in the Company's equity
incentive plans, or (b) customers or vendors in connection
with bona fide business transactions, the Purchase Price in effect immediately before such
Diluting
Issuance shall be
reduced, concurrently with such Diluting Issuance, to a price (calculated to the nearest
hundredth of a cent) determined by multiplying the Purchase Price in effect immediately before the
Diluting Issuance by a
fraction:


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    (A)        the numerator of which is the number of
shares of Common Stock
outstanding immediately
before such Diluting
Issuance plus the number of shares of Common Stock
that would have been issued if such Additional Shares had been issued at a price
per share equal to the Purchase Price in effect immediately before such Diluting
Issuance; and

     

    (B)         the denominator of which is the number
of shares of Common
Stock outstanding
immediately before such Diluting Issuance plus the number of such Additional Shares.

     

    (ii)          Upon each adjustment of the Purchase Price as set forth in subsection 2(b)(i)
above, the number of
Warrant Shares
issuable upon exercise of
the Warrant shall be increased to equal the quotient obtained
by dividing:

     

    (A) the product resulting from multiplying (i) the number of Warrant Shares issuable upon exercise of the
Warrant by (ii) the Purchase Price, in each case as in effect
immediately before such
Diluting Issuance,
by

     

    (B) the adjusted Purchase Price pursuant to subsection 2(b)(i)
above.

     

    (iii)         For the purpose of this subsection
2(b), all shares of Common Stock issuable upon exercise of any
outstanding convertible securities or options, warrants, or other rights to
acquire shares of Common
Stock of the Company shall
be deemed to be outstanding.

     

    (c)           Adjustment
for Reorganization.  If, after the Original Issue
Date, there shall occur any
reorganization, recapitalization, reclassification, consolidation or merger
involving the Company in which the shares of Common Stock are converted into or exchanged for
securities, cash or other property (collectively, a “Reorganization”), then, following such Reorganization,
the Registered Holder shall receive upon exercise hereof the kind and amount of
securities, cash or other property which the Registered Holder would have been
entitled to receive pursuant to such Reorganization if such exercise had taken
place immediately prior to such Reorganization.  Notwithstanding the
foregoing sentence, if (x) there shall occur any Reorganization in which
the shares of Common Stock
are converted into or
exchanged for anything other than solely equity securities, and (y) the
equity
securities of the acquiring
or surviving company is publicly traded, then, as part of such Reorganization,
(i) the Registered Holder shall have the right thereafter to receive upon
the exercise hereof such number of shares of equity securities of the acquiring or surviving company
as is determined by multiplying (A) the number of shares of Common Stock subject to this Warrant immediately
prior to such Reorganization by (B) a fraction, the numerator of which is
the Fair Market Value (as determined in subsection 2(d) below) per share of Common Stock as of the effective date of such
Reorganization, and the denominator of which is the fair market value per share
of equity
securities of the acquiring
or surviving company as of the effective date of such transaction, as determined
in good faith by the Board of Directors of the Company (the
“Board”) (using the principles set forth in
subsection 2(d) to the extent applicable), and
(ii) the exercise price per share of equity securities of the acquiring or surviving company
shall be the Purchase Price divided by the fraction referred to in
clause (B) above.  In any such case, appropriate adjustment (as
determined in good faith by the Board) shall be made in the application of the
provisions set forth herein with respect to the rights and interests thereafter
of the Registered Holder, to the end that the provisions set forth in this
Section 2 (including provisions with respect to changes in and other adjustments
of the Purchase Price) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any securities, cash or other property thereafter
deliverable upon the exercise of this Warrant.


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    (d)           The Fair Market Value per share of Common Stock shall be determined as
follows:

     

    (i)           If the shares of Common Stock are listed on a national securities
exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq
Capital Market, the NYSE/AMEX or another nationally recognized trading
system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the
high and low reported sale prices per share of Common Stock thereon on the trading day immediately
preceding the Exercise Date (provided that if no such price is reported on
such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause
(ii) below).

     

    (ii)          If the shares of Common Stock are not listed on a national securities
exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq
Capital Market, the NYSE/AMEX or another nationally recognized U.S.
trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most
recently determined by the Board to represent the fair market value per
share of Common
Stock (including without
limitation a determination for purposes of granting shares of Common Stock or options to
purchase shares of Common Stock under any plan, agreement or
arrangement with employees of the Company); and, upon request of the Registered
Holder, the Board (or a representative thereof) shall, as promptly as reasonably
practicable but in any event not later than ten (10) days after such request, notify the
Registered Holder of the Fair Market Value per share of Common Stock and furnish the Registered Holder with
reasonable documentation of the Board’s determination of such Fair Market
Value.  Notwithstanding the foregoing, if the Board has not made such
a determination within the three-month period prior to the Exercise Date, then
(A) the Board shall make, and shall provide or cause to be provided to the
Registered Holder notice of, a determination of the Fair Market Value per
share of Common
Stock within fifteen (15) days of a request by the Registered
Holder that it do so, and (B) the exercise of this Warrant pursuant to this
subsection 2(c) shall be delayed until such
determination is made and notice thereof is provided to the Registered
Holder.

     

    (e)           Certificate
as to Adjustments.  Upon the occurrence of each
adjustment or readjustment of the Purchase Price pursuant to this Section 2, the
Company at its expense shall, as promptly as reasonably practicable but in any
event not later than ten
(10) days thereafter, compute such
adjustment or readjustment in accordance with the terms hereof and furnish to
the Registered Holder a certificate setting forth such adjustment or
readjustment (including the kind and amount of securities, cash or other
property for which this Warrant shall be exercisable and the Purchase Price) and
showing in detail the facts upon which such adjustment or readjustment is
based.  The Company shall, as promptly as reasonably practicable after
the written request at any time of the Registered Holder (but in any event not
later than ten
(10) days thereafter), furnish or cause to
be furnished to the Registered Holder a certificate setting forth (i) the
Purchase Price then in effect and (ii) the number of Warrant Shares and the amount, if any, of other
securities, cash or property which then would be received upon the exercise of
this Warrant.


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    3.           No
Fractional
Shares.  The Company shall not be required upon
the exercise of this Warrant to issue any fractional shares of Common Stock, but shall pay the value thereof to the
Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection
2(d) above.

     

    4.           Transfers,
etc.

     

    (a)           Notwithstanding anything to the contrary
contained herein, this Warrant and the Warrant Shares shall not be sold or transferred unless
either (i) they first shall have been registered under the Securities Act, or (ii) such sale or transfer
shall be exempt from the registration requirements of the Securities Act and the Company shall have been
furnished with an opinion of legal counsel, reasonably satisfactory to the
Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Securities Act.  Notwithstanding the
foregoing, no registration or opinion of counsel shall be required for
(i) a transfer by a Registered Holder which is an entity to a wholly owned
subsidiary of such entity, a transfer by a Registered Holder which is a
partnership to a partner of such partnership or a retired partner of such
partnership or to the estate of any such partner or retired partner, or a
transfer by a Registered Holder which is a limited liability company to a member
of such limited liability company or a retired member or to the estate of any
such member or retired member, provided that the transferee in each case agrees
in writing to be subject to the terms of this Section 4, or (ii) a transfer made in
accordance with Rule 144 under the Securities Act.

     

    (b)           Any certificate that may be issued representing Warrant Shares shall bear a legend substantially in
the following form:

     

    “The securities represented hereby have
not been registered under the Securities Act of 1933, as amended, or any state
securities laws and neither the securities nor any interest therein may not be
offered, sold, transferred, pledged or otherwise disposed of except pursuant to
an effective registration under such act or an exemption from registration,
which, in the opinion of counsel reasonably satisfactory to counsel for this
corporation, is available.”

    


    The foregoing legend shall be removed
from the certificates representing any Warrant Shares, at the request of the holder thereof,
following any sale of such Warrant Shares pursuant to Rule 144 under the
Securities Act (and the holder thereof has submitted a
written request for removal of the legend indicating that the holder has
complied with the applicable provisions of Rule 144) or at such time as the
Warrant Shares are sold or transferred in accordance
with the requirements of a registration statement of the Company on such form as
may then be in effect.

     

    (c)           The Company will maintain a register
containing the name and address of the Registered Holder of this
Warrant.  The Registered Holder may change its address as shown on the
warrant register by written notice to the Company requesting such
change.


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    (d)           Subject to the provisions of this
Section 4 hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of this Warrant
with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the
Company (or, if another office or agency has been designated by the Company for
such purpose, then at such other office or agency).

     

    5.           No
Impairment.  The Company will not, by
amendment of its Articles
of Incorporation or By-Laws
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Registered Holder against
impairment.

     

    6.           Notices
of Record Date, etc.  In the
event:

     

    (a)           the Company shall take a record of the
holders of its shares of Common Stock (or other securities at the time
deliverable upon the exercise of this Warrant) for the purpose of entitling or
enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any other securities, or to receive any other
right; or

     

    (b)           of any capital reorganization of the
Company, any reclassification of the shares of Common Stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any transfer of all
or substantially all of the assets of the Company; or

     

    (c)           of the voluntary or involuntary
dissolution, liquidation or winding-up of the Company,

     

    then, and in each such above case, the Company will send or cause to
be sent to the Registered Holder a notice specifying, as the case may be, (i)
the record date for such dividend, distribution or right, and the amount and
character of such dividend, distribution or right, or (ii) the effective date on
which such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of shares of Common Stock (or such other securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common
Stock (or such other
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up.  Such notice shall be sent at least
ten (10) days prior to the record date or
effective date for the event specified in such notice.

     

    7.           Reservation
of Stock.  The Company will at all
times reserve and keep available, solely for issuance and delivery upon the
exercise of this Warrant, such number of shares of Common Stock and other securities, cash and/or
property, as from time to time shall be issuable upon the exercise of this
Warrant.


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    8.           Exchange
or Replacement of Warrants.

     

    (a)           Upon the surrender by the Registered
Holder, properly endorsed, to the Company at the principal office of the
Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon
the order of the Registered Holder, at the Company’s expense, a new warrant
or warrants of like tenor,
in the name of the Registered Holder or as the Registered Holder (upon payment
by the Registered Holder of any applicable transfer taxes) may direct, calling
in the aggregate on the face or faces thereof for the number of Units (or other securities, cash and/or
property) then issuable upon exercise of this Warrant.

     

    (b)           Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
warrant of like
tenor.

     

    9.           Notices.  All notices and other communications
from the Company to the Registered Holder in connection herewith shall be mailed
by certified or registered mail, postage prepaid, or sent via a reputable
nationwide overnight courier service guaranteeing next business day delivery, to
the address last furnished to the Company in writing by the Registered
Holder.  All notices and other communications from the Registered
Holder to the Company in connection herewith shall be mailed by certified or
registered mail, postage prepaid, or sent via a reputable nationwide overnight
delivery service guaranteeing next business day
delivery, to the Company at its principal office set forth below.  If
the Company should at any time change the location of its principal office to a
place other than as set forth below, it shall give prompt written notice to the
Registered Holder and thereafter all references in this Warrant to the location
of its principal office at the particular time shall be as so specified in such
notice. All such notices and communications shall be deemed delivered one
business day after being sent via a reputable international overnight courier
service guaranteeing next business day delivery.

     

    10.         No
Rights as Stockholder.  Until the exercise of this
Warrant, the Registered Holder shall not have or exercise any rights by virtue
hereof as a stockholder of the Company.

     

    11.         Amendment
or Waiver.  Any term of this Warrant may
be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) with the written consent of the Company and the
holders of Company Warrants representing at least a majority of the number of
shares of Common Stock then subject to outstanding Company
Warrants.

     

    12.         Section
Headings.  The section headings in this
Warrant are for the convenience of the parties and in no way alter, modify,
amend, limit or restrict the contractual obligations of the
parties.

     

    13.         Governing
Law.  This Warrant will be
governed by and construed in accordance with the internal laws of the State of
New York (without reference to the conflicts of law provisions
thereof).

     

    14.         Facsimile
Signatures. This Warrant may be executed by
facsimile signature.

     

    [Signature Page to
Follow]


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    EXECUTED as of the Date of Issuance
indicated above.

     

    
      
        	 
      	
                22nd Century Group,
      Inc.

              
	 
      	 
      	 
      
	 
      	
                By: 

              	
                  

              
	 
      	 
      	
                Name:  Joseph
      Pandolfino

              
	 
      	 
      	
                Title:  Chief Executive
      Officer

              
	 
      	 
      	 
      
	 
      	 
      	
                Address:

              
	 
      	 
      	 
      
	 
      	 
      	
                8201
      Main Street, Suite 6

              
	 
      	 
      	
                Williamsville,
      NY 14221

              
	 
      	 
      	
                Facsimile:
      (716) 877-3064

              


      

    

     

    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    EXHIBIT I

     

    PURCHASE FORM

     

    
      	
              To: 22nd Century Group,
      Inc.

            	
              Dated:____________

            


    

     

    The undersigned, pursuant to the
provisions set forth in the attached Warrant (No. ___), hereby irrevocably
elects to purchase _______
shares of Common Stock of
22nd Century Group,
Inc. covered by such
Warrant.

     

    The undersigned intends that payment of
the Purchase Price shall be made as:

     

    ____ a Cash Exercise with respect to
______________ Warrant Shares;

     

    and/or

     

    ____ a Cashless Exercise with respect to
_____________ Warrant Shares.

     

    The undersigned hereby represents and
warrants as follows:

     

    (a)  the undersigned is
acquiring such shares of
Common Stock for its own
account for investment and not for resale or with a view to distribution thereof
in violation of the Securities Act of 1933, as amended, and the regulations
promulgated thereunder (the "Securities Act"); and

     

    (b)  (i) the undersigned is an
"accredited investor" as defined in Rule 501 of Regulation D promulgated under
the Securities Act and was not organized for the purposes of acquiring the
Warrant or such shares of
Common Stock or (ii) the
undersigned is not a US Person as defined in Regulation S under the Securities
Act, and the Warrant is not being exercised on behalf of a US
Person.  The undersigned's financial condition is such that it is able
to bear the risk of holding such securities for an indefinite period of time and
the risk of loss of its entire investment.  The undersigned has
sufficient knowledge and experience in investing in companies similar to the
Company so as to be able to evaluate the risks and merits of investment in the
Company.

     

    The undersigned herewith makes payment
of the full Purchase
Price for such shares of Common Stock at the price per share provided for in such
Warrant.

     

    
      
        
          
            
              
                
                  	 
      	
                          Signature: 

                        	
                            

                        	 
	 
      	
                          Address:

                        	
                            

                        	 
	 
      	 
      	
                            

                        	 


                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT II

     

    ASSIGNMENT FORM

     

    FOR VALUE RECEIVED,
______________________________________ hereby sells, assigns and transfers all
of the rights of the undersigned under the attached Warrant (No. ____) with
respect to the number of shares of Common Stock of 22nd Century Group, Inc. covered thereby set forth below,
unto:

     

    
      
        
          	
                  Name of
      Assignee

                	 
      	
                  Address

                	 
      	
                  No. of Shares

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


        

      

    

    


    The undersigned hereby agrees that it
will not sell, assign or transfer the right, title and interest in and to the
Warrant unless applicable federal and state securities laws have been complied
with.

     

    Dated:_____________________

     

    Signature:________________________________

     

    Signature Guaranteed:__________________________

     

    By:
_______________________

     

    The signature should be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature
guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended.


    
      
         


      

      
        - 11
-