22nd Century Group Inc Watch

from S-3 39 pages 22nd Century Group, Inc. $50,000,000 Common Stock Sales Agreement

from 8-K 57 pages 10,000,000 Shares 22nd Century Group, Inc. Common Stock Placement Agent Agreement

from 8-K 5 pages Strictly Confidential

from 8-K 6 pages This Letter (The “Agreement”) Constitutes the Agreement Between 22nd Century Group, Inc. (The “Company”) and Chardan Capital Markets, LLC (“Chardan”) That Chardan Shall Serve as the Exclusive Placement Agent (The “Services”) for the Company, on a Reasonable Best Efforts Basis, in Connection With the Proposed Offer and Placement (The “Offering”) by the Company of Securities of the Company With a Market Value of Up to Eleven Million Five Hundred Thousand Dollars ($11,500,000) (The “Securities”). the Terms of the Offering and the Securities Shall Be Mutually Agreed Upon by the Company and the Investors and Nothing Herein Implies That Chardan Would Have the Power or Authority to Bind the Company or That There Is Any Obligation for the Company to Issue Any Securities or Complete the Offering. the Company Expressly Acknowledges and Agrees That the Execution of This Agreement Does Not Constitute a Commitment by Chardan to Purchase the Securities and Does Not Ensure the Successful Placement of the Securities or Any Portion Thereof or the Success of Chardan With Respect to Securing Any Other Financing on Behalf of the Company. A. Fees and Expenses. in Connection With the Services Described Above, the Company Shall Pay to Chardan the Following Compensation

from 8-K 5 pages This Letter (The “Agreement”) Constitutes the Agreement Between 22nd Century Group, Inc. (The “Company”) and Chardan Capital Markets, LLC (“Chardan”) That Chardan Shall Serve as the Exclusive Placement Agent (The “Services”) for the Company, on a Reasonable Best Efforts Basis, in Connection With the Proposed Offer and Placement (The “Offering”) by the Company of Securities of the Company With a Market Value of Up to Five Million Dollars ($5,000,000) (The “Securities”). the Terms of the Offering and the Securities Shall Be Mutually Agreed Upon by the Company and the Investors and Nothing Herein Implies That Chardan Would Have the Power or Authority to Bind the Company or That There Is Any Obligation for the Company to Issue Any Securities or Complete the Offering. the Company Expressly Acknowledges and Agrees That the Execution of This Agreement Does Not Constitute a Commitment by Chardan to Purchase the Securities and Does Not Ensure the Successful Placement of the Securities or Any Portion Thereof or the Success of Chardan With Respect to Securing Any Other Financing on Behalf of the Company. A. Fees and Expenses. in Connection With the Services Described Above, the Company Shall Pay to Chardan the Following Compensation

from 8-K 6 pages This Letter (The “Agreement”) Constitutes the Agreement Between 22nd Century Group, Inc. (The “Company”) and Chardan Capital Markets, LLC (“Chardan”) That Chardan Shall Serve as the Exclusive Placement Agent (The “Services”) for the Company, on a Reasonable Best Efforts Basis, in Connection With the Proposed Offer and Placement (The “Offering”) by the Company of Securities of the Company With a Market Value of Up to Eight Million Dollars ($8,000,000) (The “Securities”). the Terms of the Offering and the Securities Shall Be Mutually Agreed Upon by the Company and the Investors and Nothing Herein Implies That Chardan Would Have the Power or Authority to Bind the Company or That There Is Any Obligation for the Company to Issue Any Securities or Complete the Offering. the Company Expressly Acknowledges and Agrees That the Execution of This Agreement Does Not Constitute a Commitment by Chardan to Purchase the Securities and Does Not Ensure the Successful Placement of the Securities or Any Portion Thereof or the Success of Chardan With Respect to Securing Any Other Financing on Behalf of the Company. A. Fees and Expenses. in Connection With the Services Described Above, the Company Shall Pay to Chardan the Following Compensation

from 8-K 23 pages Placement Agency Agreement May 28, 2015