Common use of Exchange Price Clause in Contracts

Exchange Price. Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the date of Exchange (as such Closing Bid Price is defined in Section 17 herein): $ . Resulting Exchange Number [Exchange Amount/Exchange Price as set forth in 3 above]: shares of Common Stock (which shall not exceed the number of shares in item 1 above). Account for Share issuance (if Company is permitted to elect and so elects): Date: Name of Registered Holder By: Name: Title: EXHIBIT C ACKNOWLEDGMENT The Company hereby acknowledges this [Exercise Notice] [Exchange Notice] and hereby directs ________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ______________ 20___, from the Company and acknowledged and agreed to by ____________________. 22ND CENTURY GROUP, INC. By: Name: Title:

Exchange Price. Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the date of Exchange (as such Closing Bid Price is defined in Section 17 herein); provided that for purposes of calculating the Exchange Number, the Exchange Price shall be no less than two dollars ($2.00): $ $______________. Resulting Exchange Number [Exchange Amount/Exchange Price as set forth in 3 above]: :_____________ shares of Common Stock (which shall not exceed the number of shares in item 1 above). Account for Wire Transfer:__________________________________________________ Account for Share issuance (if Company is permitted to elect and so elects): ):___________ Date: _______________ __, ______ Name of Registered Holder By: Name: Title: EXHIBIT C ACKNOWLEDGMENT The Company hereby acknowledges this [Exercise Notice] [Exchange Notice][Exchange Notice] and hereby directs ________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ______________ , 20___, from the Company and acknowledged and agreed to by ____________________. 22ND CENTURY GROUPNAVIDEA BIOPHARMACEUTICALS, INC. By: Name: Title:

Exchange Price. Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the date of Exchange (as such Closing Bid Price is defined in Section 17 herein): $ $______________. Resulting Exchange Number [Exchange Amount/Exchange Price as set forth in 3 above]: ] (if issuer is permitted to elect to issue shares of Common Stock):_____________ shares of Common Stock (which shall not exceed the number of shares in item 1 above). Account for Wire Transfer:__________________________________________________ Account for Share issuance (if Company is permitted to elect and so elects): ):___________ Date: _______________ __, ______ Name of Registered Holder By: Name: Title: EXHIBIT C ACKNOWLEDGMENT The Company hereby acknowledges this [Exercise Notice] [Exchange Notice][Exchange Notice] and hereby directs ________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ______________ , 20___, from the Company and acknowledged and agreed to by ____________________. 22ND CENTURY GROUP, INCELEPHANT TALK COMMUNICATIONS CORP. By: Name: Title:

Exchange Price. Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the date of Exchange (as such Closing Bid Price is defined in Section 17 herein): $ herein):$______________. Resulting Exchange Number [Exchange Amount/Exchange Price as set forth in 3 above]: ] (if issuer is permitted to elect to issue shares of Common Stock):_____________ shares of Common Stock (which shall not exceed the number of shares in item 1 above). Account for Wire Transfer:__________________________________________________ Account for Share issuance (if Company is permitted to elect and so elects): ):___________ Date: _______________ __, ______ Name of Registered Holder By: Name: Title: EXHIBIT C ACKNOWLEDGMENT The Company hereby acknowledges this [Exercise Notice] [Exchange Notice][Exchange Notice] and hereby directs ________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ______________ , 20___, from the Company and acknowledged and agreed to by ____________________. 22ND CENTURY GROUP, FREESEAS INC. By: Name: Title: