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 of Common Stock: [_____]

    (subject to adjustment)
	Date of Issuance: [_____________], 2012	 


 


22nd
Century GROUP, INC.


 


COMMON
STOCK Purchase Warrant


 


(Void after
[____________], 2017)


 


22nd Century Group,
Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that ___________________________________
(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 the Date of Issuance and on or before 5:00 p.m. (Eastern time) on the date
which is five (5) years immediately subsequent to the Date of Issuance (the “Exercise Period”), an aggregate of [________]
shares of common stock, par value $0.00001 per share (the “Common Stock”) of the Company, at a purchase price of $1.00
per shares of Common Stock (the “Purchase Price”). The shares of Common Stock purchasable upon exercise of this Warrant,
and the purchase price per share of Common Stock, 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 and at any time or
from time to time during the Exercise Period, by surrendering this Warrant, with the purchase form appended hereto as Exhibit
I (the “Purchase Form”) duly executed by or on behalf of the Registered Holder, at the principal office of the
Company, or at such other office or agency as the Company may designate, subject 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 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
day on which this Warrant 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


 



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(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 of 1933,
as amended (the “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 Act or are exempt from registration thereunder.


 


(ii)          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 Act, unless registered under
the 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, then 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 total outstanding shares of Common Stock, then 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 Convertible Securities. If the Company shall at any time or from time to time after the Original
Issue Date issue additional securities convertible into shares of Common Stock (the “Additional Shares”) with an exercise
price or conversion price per share less than the Purchase Price then in effect immediately before such issuance (a "Diluting
Issuance"), other than with respect to securities issued to (a) the Company's employees, officers or directors in connection
with their employment or retention of services, or (b) customers or vendors in connection with bona fide business transactions,
then the Purchase Price in effect immediately before such Diluting Issuance shall be reduced, concurrently with such Diluting
Issuance, to a per share Purchase Price equal to the per share exercise or conversion price of the securities issued in the Diluting
Issuance.


 



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(c)         Adjustment
for Reorganization. If 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 common share shall be determined as follows:


 


(i)         If
the Common Stock is listed on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq
Capital Market, the OTC Bulletin Board or another nationally recognized trading system as of the Exercise Date, the Fair Market
Value per common share shall be deemed to be the average of the high and low reported sale prices per common share 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 common share shall be determined pursuant to clause (ii) below).


 



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(ii)         If
the Common Stock is not listed on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Capital Market, the OTC Bulletin Board 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 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 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 10 business 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 10 business 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 Act, or (ii) such sale or transfer shall be exempt from the registration
requirements of the 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 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 Act.


 



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(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 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 Certificate of Incorporation or Bylaws 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


 



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(b)         of
any capital reorganization of the Company, any reclassification of the 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
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.


 


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 shares of Common Stock (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.


 



    	- 7 -



    	 



    

 


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 shareholder 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 at least a majority in interest of
this Warrant pursuant to the allocation of ownership set forth on Exhibit I hereto.


 


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:
	 	 	 
	 	 	9530 Main Street
	 	 	Clarence, NY  14031
	 	 	Fax
    No.: (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