22nd Century Group Inc (XXII)

[bababooyah]

Joey boy can't sell for several weeks

Notwithstanding anything contained herein to the contrary, certain Associates (including all officers and directors of the Company) designated in writing from time to time by the Company (collectively, the “Blackout Group”) may not buy or sell the Company’s securities during the “Blackout Periods.” Members of the Blackout Group may buy or sell Company’s Securities only during Window Periods. The Blackout Period restrictions do not apply to Exempt Transactions.

Blackout Periods begin on the first day of each new quarter following a Window Period and last until the third business day following the earlier of the issuance of (a) an earnings release for a completed quarter or year, or (b) a periodic report on Form 10-Q or Form 10-K. For example, if the Company does not file an earnings release for a completed fiscal year and does not file its Form 10-K until April 1st, then the Blackout Period would run from January 1st to the third business day after the Company filed its Form 10-Q for its first quarter which will usually be around May 15th.