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. This Warrant is one of a series of Warrants issued by
the Company of like tenor, except as to the number of shares of Common Stock
subject thereto (collectively, the “Company Warrants”).

     

    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 during the Exercise Period
upon the later of: (A) one (1) year following the Company’s filing of a Form 8-K
with respect to the transactions contemplated by that certain Agreement and Plan
of Merger and Reorganization (the “Merger”) by and among the Company, 22nd
Century Acquisition Subsidiary, LLC, and 22nd Century Limited, LLC (the “Form
8-K Anniversary”) if a registration statement pursuant to the Securities Act of
1933, as amended (the “Securities Act”) with regard to the Warrant Shares has
not been filed by the Form 8-K Anniversary and (B) thirty (30) days following
the date on which the earlier filed registration statement with regard to the
shares of Common Stock issued immediately upon consummation of the Merger has
been declared effective by the United States Securities and Exchange Commission
(the “SEC”) if a registration statement pursuant to the Securities Act with
regard to the Warrant Shares has not been filed prior to the expiration of such
thirty (30) day 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:

     

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    (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.

     

    (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.

     

    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    (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:

     

    (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.

     

    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    (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.

     

    (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.

     

    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    (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.

     

    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.”

     

    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    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.

     

    (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
-

        
          

        

      

      
         


      

    


    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.

     

    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.

     

    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    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]


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    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

                	 
      
	 
      	 
      	
                        
                    Fax
      No.: (716) 877-3964

                  

                	 
      


        

      

    

     

    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    

    


    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.

     

    
      
         


      

      
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