AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 15th day
of June 2015 (the “Effective Date”), by and between MOJO ORGANICS, INC., a Delaware corporation
(the “Company”), and PETER SPINNER, an individual (the “Employee”).


 


WITNESSETH:


 


WHEREAS,
the Company currently employs the Employee as its Chief Operating Officer;


 


WHEREAS,
the Company wishes to acknowledge the extraordinary accomplishments achieved by the Employee on behalf of the Company and for
the benefit of the shareholders of the Company during his term, including, but not limited to, developing the MOJO brand, the
development of packaging and juice products, securing production capacity, developing key distributors, and securing funding for
the Company;


 


WHEREAS,
it is further acknowledged by the Company that, during this critical time, Employee did not accept payment of his salary so as
to further the business objectives of the Company and then subsequently forgave such accrued salary;


 


WHEREAS,
the Company desires that the Employee continue to serve as the COO of the Company in consideration of past accomplishments and
future anticipated achievements pursuant to the terms and conditions set forth herein; and


 


WHEREAS,
this Agreement amends and restates the previous Employment Agreement entered into between the Company and Employee on August 1,
2014;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1.           
Purpose; Term; Information.  The Company hereby agrees to employ the Employee as its COO, and the
Employee, in such capacity, agrees to provide services to the Company for the term commencing on the Effective Date and ending
on the five (5) year anniversary of the Effective Date, unless earlier terminated in accordance with this Agreement (the “Initial
Term”).


 


Upon
the expiration of each year of the Initial Term, this Agreement shall be automatically extended to provide that the Initial Term
shall not be less than five (5) years unless either the Board of Directors of the Company (the “Board”) or
the Employee objects to such extension by delivering written notice to the other party at least ninety (90) days prior to any
one-year anniversary (the “Objection Notice”). In the event either party sends an Objection Notice, then this
Agreement shall be in effect for remaining balance of the Initial Term. For example, if this Agreement is executed on June 30,
2015, the Initial Term shall be through June 30, 2020; provided, however, the Initial Term shall automatically extend through
June 29, 2021 in the event no Objection Notice is sent prior to June 30, 2016. However, if an Objection Notice is sent prior to
June 30, 2016, then the Initial Term shall continue only through June 29, 2020 or for the balance of the Initial Term.   Such
notice, if given by either party and not withdrawn prior to the end of the applicable year, shall be deemed a termination of Employee’s
employment by the party who delivered such notice under this Agreement.  The Initial Term shall also be collectively
referred to herein as the “Employment Period”.


 


2.           
Performance of Duties.  Employee shall have duties of an Employee nature that are attendant to his position as
described in the by-laws of the Company and as may be reasonably assigned to him by the Board. Employee will report to the Board
and nothing herein shall interfere with or limit the oversight responsibilities of the Board. Employee shall use its commercially
reasonable best efforts to preserve the confidentiality of confidential information designated as confidential by Company or that
may assumed to be confidential. The Employee agrees that during the Employment.  Period, while he is employed by the
Company, he shall devote at least ninety five percent (95%) of his full working time, energies and talents performing the duties
assigned to him by the Board faithfully, efficiently and in a professional manner.  During the Employment Period, the
Employee may not engage,



    	 



    	 



    

undertake
or be interested in (whether directly or indirectly) any other employment, business or occupation or become a director or employee
or agent or consultant or partner of any other person, officer or company which either individually or in the aggregate would
violate the immediately preceding sentence without the prior written consent of the Board.


 


3.           
Compensation.  Subject to the terms and conditions of this Agreement, during the Employment Period, the Employee
shall be compensated by the Company for his services as follows:


 


(a)           Base
Salary. Upon the execution of this Agreement, Employee shall receive, for the Initial Term a rate of salary that is not less
than $8,000 Dollars per month from June 2015 through September 2015 and then increasing to $16,000 Dollars per month
(the “Base Salary”). The Base Salary will be payable monthly and subject to normal and customary tax withholding
and other deductions, all on a basis consistent with the Company’s normal payroll procedures and policies.  During
the thirty (30) day period prior to the expiration of each successive twelve (12) month period during the Initial Term, the Employee’s
salary rate shall be reviewed by the Board to determine whether an increase in his rate of compensation is appropriate, which
determination shall be within the sole discretion of the Board.


 


(b)           One-Time
Bonus. Upon the Company generating revenue of $3,000,000 during any twelve (12) month period during the Initial Term, the
Company shall issue and deliver 252,632 shares of common stock of the Company to the Employee. A certificate representing such
shares of common stock shall be delivered to the Employee within thirty (30) days upon achieving such milestone.


 


(b)           Annual
Bonus. Employee shall also receive, for the Initial Term an annual bonus (the “Bonus”), based on performance
goals as established and approved by the Board.  The performance goals and the amount of the Bonus for the calendar
year ending December 31, is as set forth on Schedule A attached hereto.  The Board shall review the amount of the
Bonus during the sixty (60) day period prior to the expiration of each calendar year during the Employment Period, in order to
determine whether the target amount of the Bonus for the subsequent calendar year should be adjusted based on market compensation
for similar positions.  The target amount of the of Bonus for each calendar year shall not be less than the amounts
set forth on Schedule A assuming the criteria have been met.  Should the Employee resign or be terminated, he will not
be entitled to receive any Bonus for the calendar year during which Employee was terminated or resigned.  


 


(c)           Benefits.
Employee shall be reimbursed by the Company for all reasonable business, promotional, travel and entertainment expenses incurred
or paid by him during the employment period in the performance of his services under this Agreement that are consistent with the
Company’s policies in effect from time to time, provided that the Employee furnishes to the Company appropriate documentation
in a timely fashion required by the Internal Revenue Code in connection with such expenses and shall furnish such other documentation
and accounting as the Company may from time to time reasonably request.


 


(d)           Employee
shall be entitled to all scheduled holidays of the Company, and a minimum of twenty-two (22) days of paid vacation per year (subject
to increase in the sole discretion of the Board).


 


4.           
Termination.  The Employee’s employment hereunder may be terminated prior to the expiration of the Employment
Period under the following circumstances:


 


(a)           
Death .  The Employee’s employment hereunder shall terminate upon his death.


 


(b)           
Total Disability . The Company may terminate Employee’s employment upon the Employee becoming “Totally Disabled.”  For
purposes of this Agreement, “Totally Disabled” means any physical or mental ailment or incapacity as determined
by a licensed physician in good standing, which has prevented, or is reasonably expected (as determined by a licensed physician
in good standing) to prevent, the Employee from performing the duties incident to the Employee’s employment hereunder which
has continued for a period of either (A) one hundred twenty (120) consecutive days or (B) two hundred ten (210) total days in
any twelve (12) month period; provided , however , that the Employee receives at least thirty (30) days written
notice prior to such termination.


 



    	 



    	 



    




(c)           
Termination by the Company for Cause.  The Company may terminate Employee’s employment hereunder for “Cause.”
For purposes of this Agreement, “Cause” shall mean:


 


(i)           any
act or omission that constitutes a material breach by the Employee of any of his obligations under this Agreement;


 


(ii)           the
refusal or failure by the Employee to carry out specific, reasonable directions of the Board that are in writing, which are of
a material nature and consistent with the Employee’s position;


 


(iii)           the
refusal or failure by the Employee to satisfactorily perform the duties reasonably required of him by the Company in his capacity
as CEO of the Company;


 


(iv)           the
Employee engaging in any misconduct, negligence, fraud or dishonest action (including, without limitation, theft or embezzlement),
violence, threat of violence, or any activity that could result in any violation of federal securities laws, in each case that
is injurious to the Company or any of its subsidiaries or affiliates;


 


(v)           the
Employee’s material breach of a written policy of the Company;


 


(vi)           the
conviction of the Employee of, or plea of nolo contendere to, a felony under federal or state law, or a crime involving dishonesty
or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations (as determined
in the reasonable discretion of the Board); or


 


(vii)           any
other willful misconduct by the Employee which is materially injurious to the financial condition or business reputation of the
Company or any of its affiliates.


 


Notwithstanding
the foregoing, “Cause” for termination shall not be deemed to exist with respect to the Employee’s acts
as described in subsections (i), (ii), (iii) or (v) above, unless the Company shall have given written notice to the Employee
within a period not to exceed thirty (30) days of the Company’s knowledge of the initial existence of the occurrence, specifying
the “Cause” with reasonable particularity and, within thirty (30) days after such notice, the Employee shall not have
cured or eliminated the problem or thing giving rise to such “Cause;” provided, however , no more than
two (2) cure periods need be provided during any twelve (12) month period.  For the avoidance of doubt, Employee shall
not be afforded any cure period with respect to the acts described in subsections (iv), (vi) or (vii) above.


 


(d)           
Termination by Employee for Good Reason.  Employee may terminate his employment with the Company for Good Reason.  For
purposes of this Agreement, “Good Reason” shall mean a termination by the Employee of his employment with the
Company due to a breach by the Company of its material obligations under this Agreement, or any other agreement to which Employee
and Company are both parties; provided, however, that (i) the Employee provides written notice to the Company specifying
in reasonable detail the circumstances claimed to provide the basis for such termination within thirty (30) days following the
occurrence of such events, without the Employee’s consent, (n) if such circumstances are correctable, the Company fails
to correct the circumstances set forth in Employee’s notice of termination within thirty (30) days of receipt of such notice,
and (iii) the Employee actually terminates employment within sixty (60) days following such occurrence:


  


(e)           
Voluntary Termination by the Employee other than for Good Reason.  The Employee may terminate his employment
hereunder at any time by providing written notice to the Company at least thirty (30) days prior to his voluntary termination
of employment.


 


(f)     
       Notice of Termination.  Any termination by the Company or by the Employee
under this Agreement shall be communicated by written notice to the other party.


 


For
avoidance of doubt, the Company may not terminate the Employee’s employment hereunder for any reason except for the reasons
described in this Section 4.



    	 



    	 



    




 5.           
Obligations and Compensation Following Termination of Employment.  In the event that Employee’s employment
hereunder is terminated, Employee shall have the following obligations and shall be entitled to the following compensation and
benefits upon such termination, and nothing else:


 


(a)           In
the event that (A) Employee terminates his employment for Good Reason in accordance with Section 4(d) above, or (B) the Company
terminates his employment in any manner other than pursuant to Section 4(a), Section 4(b) or Section 4(c) above, in any case,
but subject to the Employee’s compliance with the provisions contained in Sections 5(d), 5(e), the Company shall pay to
the Employee: (i) any accrued but unpaid Salary for services rendered to the date of termination; and (ii) an amount equal to
the Salary at the time of such termination, payable for the remainder of the then-current term (i.e., the Initial Term).


 


(b)           
Termination due to Death or Total Disability.  In the event that the Employee’s employment is terminated
due to the Employee’s death or by the Company as a result of the Employee being deemed to be Totally Disabled, the Company
shall pay to the Employee the following amounts and nothing else: (i) any accrued but unpaid Salary for services rendered to the
date of termination; and (ii) an amount equal to the Salary at the time of such termination, payable over a one (1) year
period beginning thirty (30) days after the date of such termination in accordance with Section 3(a) above.


 


(c)           
Termination by the Company for Cause or Voluntary Termination by Employee other than for Good Reason.  In the
event that Employee’s employment is terminated by the Company for Cause pursuant to Section 4(c) above, or due to the Employee’s
voluntary resignation other than for Good Reason pursuant to Section 4(e) above, the Company shall pay to the Employee any accrued
but unpaid Salary for services rendered to the date of termination and nothing else.


 


(d)           
Employee’s Obligation to Execute a General Release.  In the event that Employee’s employment is terminated
for any reason, the Company’s obligation to pay the Employee the amounts set forth above in this Section 5 (with the exception
of any accrued but unpaid Salary for services rendered on the date of termination) shall be conditioned upon the Employee (or
his estate or beneficiary, as applicable) executing, and the effectiveness within ninety (90) days after such termination of employment
of, a valid waiver and release of all claims that the Employee may have against the Company under this Agreement in a form reasonably
satisfactory to the Company (which waiver and release of all claims shall not waive or release claims for amounts payable pursuant
to this Agreement or claims Employee may have as a shareholder of the Company).


 


(e)           
Return of Company Property.  In the event that Employee’s employment is terminated for any reason, the
Employee (or his estate or legal representative, as the case may be) shall be obligated to immediately return all properly of
the Company or any of its affiliates in his (or their) possession as of the date of termination, including, but not limited to,
(i) cell phones, personal computers or other electronic devices provided by the Company, including all files resident on such
devices; (ii) all memoranda, notes, records, files or other documentation, whether made or compiled by the Employee alone or in
conjunction with others (regardless of whether such persons are employed by the Company); (iii) all proprietary or other information
of the Company and its affiliates (originals and all copies) which is in the Employee’s control or possession (or that of
his estate or legal representative, as the case may be); and (iv) any and all other property of the Company and its affiliates
which is in the Employee’s control or possession (or that of his estate or legal representative, as the case may be), whether
directly or indirectly.


 


(f)       
     Transition Services .  In the event that either (i) the Employee terminates his employment
without Good Reason in accordance with Section 4(e) above, or (ii) the Employment Period expires pursuant to either party’s
non-renewal thereof, the Employee agrees that after the date of such termination or expiration, as applicable, he shall, for a
period not to exceed ninety (90) days from the effective date of his termination, take all actions as reasonably requested by
the Company in order to transition all of his former job duties and responsibilities to his successor, and the Company shall compensate
the Employee for such services at the pro rata hourly rate of the Employee’s Salary as of the date of the date of the Employee’s
termination.


 



    	 



    	 



    




6.           
Covenants of Employee.  The Employee covenants and agrees that:


 


(a)        
    Confidential Information.  During the Employment Period and at all times thereafter, the Employee
shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection
with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s business
or to the Company and its affiliates learned by the Employee heretofore or hereafter directly or indirectly from the Company and
its affiliates, including, without limitation, information with respect to (a) operations, (b) sales figures, (c) profit or loss
figures and financial data, (d) costs, (e) customers, clients, and customer lists (including, without limitation, credit history,
repayment history, financial information and financial statements), and (f) plans (collectively, the “Confidential Information”)
and shall not disclose such Confidential Information to anyone outside of the Company and its affiliates except with the Company’s
express written consent and except for Confidential Information which (1) is at the time of receipt or thereafter becomes publicly
known through no wrongful act of the Employee or (2) is received from a third party not under an obligation to keep such information
confidential and without breach of this Agreement.  The Employee further agrees that he shall not make any statement
or disclosure that (a) would be prohibited by applicable Federal or state laws or (b) is intended or reasonably likely to be detrimental
to the Company or any of its subsidiaries or affiliates.


 


(b)           
Non-Solicitation.  During the Employment Period and for a one (1) year period thereafter (the “Restricted
Period”), the Employee shall not, without the Company’s prior written consent, directly or indirectly, knowingly
solicit or encourage any employee of the Company to leave the employment of the Company or hire or participate in hiring any employee
who has left the employment of the Company during the Restricted Period or the six (6) month period prior to the beginning of
the Restricted Period.


 


(c)       
     Non-Compete.


 


(i)           During
the Employment Period and, in the event (A) the Employee’s employment with the Company is terminated for “Cause,”
(B) the Employee resigns from the Company without “Good Reason,” or (C) the Employee elects for the Employment Period
to expire in accordance with Section 1 above, then, also during the Restricted Period, the Employee expressly shall not, directly
or indirectly, without the prior written consent of the Board, own, manage, operate, join, control, franchise, license, receive
compensation or benefits from, or participate in the ownership, management, operation, or control of, or be employed or be otherwise
connected in any manner with, a Competitive Business; provided , however , that the foregoing shall not prohibit
the Employee from acquiring, solely as an investment and through market purchases, securities of any entity which are registered
under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as the Employee is
not part of any control group of such entity and such securities, alone or if converted, do not constitute more than five percent
(5%) of the outstanding voting power of that entity.  For purposes of this Section 6(c), “Competitive Business”
means any enterprise in the business of the manufacture and sale of beverage juice products.


 





(ii)           Employee
recognizes that Employee’s services hereunder are of a special, unique, unusual, extraordinary and intellectual character
giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages, and in the event
of a breach of this Agreement by Employee (particularly, but without limitation, with respect to the provisions hereof relating
to the exclusivity of Employee’s services), the Company shall, in addition to all other remedies available to it, be entitled
to equitable relief by way of an injunction and any other legal or equitable remedies.  Anything to the contrary herein
notwithstanding, the Company may seek such equitable relief in any federal or state court in New York and Employee hereby submits
to exclusive jurisdiction in those courts for purposes of this Section (6)(c)(ii).  Such exclusive jurisdiction of courts
in New York shall not affect a court’s ability to award equitable relief as provided in Section 7(a) of this Agreement.


 


(d)           
Records.  All memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled
by the Employee or made available to the Employee by the Company concerning the Company’s business or the Company shall
be the Company’s property and shall be delivered to the Company at any time on request.


 


(e)           
Acknowledgment.  Employee acknowledges and agrees that the restrictions set forth in this Section 6 are critical
and necessary to protect the Company’s legitimate business interests (including the protection of its Confidential Information);
are reasonably drawn to this end with respect to duration, scope, and otherwise; are not unduly burdensome; are not injurious
to the public interest; and are supported by adequate consideration.  



    	 



    	 



    

Employee
also acknowledges and agrees that, in the event that Employee breaches any of the provisions in this Section 6, the Company shall
suffer immediate, irreparable injury and will, therefore, be entitled to injunctive relief, in addition to any other damages to
which it may be entitled, as well as the costs and reasonable attorneys’ fees it incurs in enforcing its rights under this
Section 6.  Employee further acknowledges that any breach or claimed breach of the provisions set forth in this Agreement
will not be a defense to enforcement of the restrictions set forth in this Section 6.


 


(f)           
Cessation of Payments and Benefits Upon Breach.  Company’s obligations to make any payments or confer any
benefit under this Agreement, other than to pay for all compensation and benefits accrued but unpaid up to the date of termination,
will automatically and immediately terminate in the event that Employee breaches any of the restrictive covenants in this Section
6; provided , however , that Company provides written notice to Employee specifying in reasonable detail the circumstances
claimed to provide the basis for such breach without Company’s consent, of such events.


 


7.           
Rights and Remedies Upon Breach of Restrictive Covenants.  If the Employee breaches, or threatens to commit a
breach of, any of the provisions of Section 6 (the “Restrictive Covenants”), the Company shall have the following
rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies),
each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity:


(a)           The
right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, including, without
limitation, the right to an entry against the Employee of restraining orders and injunctions (preliminary, mandatory, temporary
and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged
and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will
not provide an adequate remedy to the Company; and


 


(b)           The
right and remedy to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals,
increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions
constituting a breach of the Restrictive Covenants, and the Employee shall account for and pay over such Benefits to the Company.


 


8.           
Indemnification.


 


(a)           The
Company shall indemnify Employee to the fullest extent permitted by New Jersey law against all claims, actions, costs, expenses,
liabilities, and losses (including without limitation, attorneys’ fees, judgments, fines, penalties, and ERISA excise taxes),
incurred by Employee in connection with an Identifiable Proceeding that arises from or relates to any acts, events, or omissions
that occur on or after the Effective Date of this Agreement.  For purposes of this Section 8, “Identifiable
Proceeding” shall mean any identifiable action, suit, or proceeding, whether civil or criminal, administrative or investigative,
in which Employee is made a party to, or a witness in, such action, suit, or proceeding by reason of the fact that Employee is
or was an officer, director or employee of the Company or is or was serving as an officer, director, shareholder, employee, trustee,
or agent of any other entity at the request of the Company.  To the extent that the Company maintains an insurance policy
or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company, Employee shall
be covered by such policy or policies in accordance with its or their terms.


 


(b)           The
Company shall advance to Employee all reasonable costs and expenses incurred in connection with an Identifiable Proceeding within
twenty (20) days after receipt by the Company of a written request for such advance.  Such request shall include an
itemized list of the costs and expenses expected to be incurred in connection with the Identifiable Proceeding.  Employee
shall promptly repay the amount of such advance if ultimately it shall be determined that Employee is not permitted to be indemnified
against such costs and expenses under applicable law.  If Employee has commenced or commences legal proceedings in a
court of competent jurisdiction to secure a determination that Employee should be indemnified under applicable law, as provided
in this Section 8, then Employee shall not be required to reimburse the Company for any expense or cost



    	 



    	 



    

advance
until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted
or have lapsed).  Employee’s obligation to reimburse the Company, for expense advances shall be unsecured and
no interest shall be charged thereon.


 


(c)           The
Company shall not settle any Identifiable Proceeding or claim in any manner which would impose on Employee any penalty or limitation
without Employee’s prior written consent.  Employee will not withhold consent to any proposed settlement of an
Identifiable Proceeding unreasonably.


 


9.           
Successors; Assignment.  This Agreement shall be binding on, and inure to the benefit of, each of the parties
and their permitted successors and assigns.  This Agreement may be assigned by the Company to a successor in interest
in connection with a sale of all or substantially all of the assets or securities of the Company.


 


10.           
Severability; Blue Penciling.


 


(a)           The
Employee acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement
and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects.  If
it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants,
or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected
and shall be given full effect, without regard to the invalid portions.


 


(b)           If
any court determines that any of the covenants contained in this Agreement, including, without limitation, any of the Restrictive
Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, the duration
or scope of such provision, as the case may be shall be reduced so that such provision becomes enforceable and, in its reduced
form, such provision shall then be enforceable and shall be enforced.


 


11.           
Waiver of Breach.  The waiver by either the Company or the Employee of a breach of any provision of this Agreement
shall not operate as or be deemed a waiver of any subsequent breach by either the Company or the Employee.


 


12.           
Notice .  Any notice to be given hereunder by a party hereto shall be in writing and shall be deemed to have
been given when deposited in the U.S. mail, certified or registered mail, postage prepaid:


 


(a)           to
the Employee addressed as follows:


 


Peter
Spinner


50
Oak Ridge Ave.


Summit,
NJ 07901


 


(b)           to
the Company addressed as follows:


 


MOJO
Organics, Inc.


101
Hudson Street, 21s Floor


Jersey
City, New Jersey 07302


 


13.           
Amendment.  This Agreement may be amended only by mutual agreement of the parties in writing without the consent
of any other person and no person, other than the parties thereto (and the Employee’s estate upon his death), shall have
any rights under or interest in this Agreement or the subject matter hereof.


 


14.           
Applicable Law.  The provisions of this Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York without regard to the conflicts of laws principles thereof.  Any dispute is to be resolved
exclusively in the courts of the State of New York.


 



    	 



    	 



    




15.           
Interpretation.  This Agreement shall be construed as a whole, according to its fair meaning, and not in favor
of or against any party.  Sections and section headings contained in this Agreement are for reference purposes only,
and shall not affect in any manner the meaning or interpretation of this Agreement.  Whenever the context requires,
references to the singular shall include the plural and the plural the singular.


 


16.           
Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original of this Agreement, but all of which together shall constitute one and the same instrument.


17.           
Authority.  Each party represents and warrants that such party has the right, power and authority to enter into
and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes
the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.


 


18.           
Entire Agreement.  This Agreement is intended to be the final, complete, and exclusive statement of the terms
of Employee’s employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements
or agreements, except for agreements specifically referenced herein.  To the extent that the practices, policies or
procedures of the Company, now or in the future, apply to Employee and are inconsistent with the terms of this Agreement, the
provisions of this Agreement shall control.  Any subsequent change in Employee’s duties, position, or compensation
will not affect the validity or scope of this Agreement.


 


[Remainder
of page intentionally left blank; signature page to follow]




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Employee and the Company have executed this Employment Agreement as of the Effective Date.


 





	 	“Employee”	 
	 	 	 
	 	/s/
    Peter Spinner	 
	 	Peter Spinner	 
	 	 	 
	 	“Company”	 
	 	 	 
	 	MOJO ORGANICS,
    INC.	 
	 	By: /s/ Glen
    Simpson 	 
	 	Glenn Simpson,
    CEO and Chairman	 
	 	 	 
	 	/s/
Jeffrey Devlin	 
	 	Name: Jeffrey
    Devlin	 
	 	 	 
	 	Title: BOARD MEMBER	 
	 	 	 
	 	/s/
    Richard Seet	 
	 	Name: Richard
    Seet	 
	 	 	 
	 	 Title: BOARD
    MEMBER	 
	 	 	 
	 		 
	 	Name: Peter
    Spinner	 
	 	 	 
	 	Title: BOARD MEMBER	 
	 	 	 
	 	/s/
    Robert Kaufman	 
	 	Name: Robert
    Kaufman	 
	 	 	 
	 	Title: BOARD MEMBER	 





 


[Signature
Page to Employment Agreement]




    	 



    	 



    

 


	Schedule
    A
	 	 	 	 
	Peter
    Spinner Bonus Structure
	 	 	 	 
	Period	Cash
    Bonus	Stock
    Bonus	Criteria
	1/1
    - 12/31/15	20%
    of Salary	375,000
    Shares of Common Stock	 Revenue
    for the Period over $300,000
	 	 	 	 
	1/1
    - 12/31/16	20%
    of Salary	375,000
    Shares of Common Stock	 Revenue
    for the Period over $900,000
	 	 	 	 
	1/1
    - 12/31/17	20%
    of Salary	375,000
    Shares of Common Stock	 Revenue
    for the Period over $1,200,000
	 	 	 	 
	1/1
    - 12/31/18	20%
    of Salary	375,000
    Shares of Common Stock	 Revenue
    for the Period over $2,400,000
	 	 	 	 
	1/1
    - 12/31/19	20%
    of Salary	200,000
    Shares of Common Stock	 Revenue
    for the Period over $4,800,000
	 	 	 	 
	1/1
    - 12/31/20	20%
    of Salary	200,000
    Shares of Common Stock	 Revenue
    for the Period over $9,600,000
	 	 	 	 
	1/1
    - 12/31/21	20%
    of Salary	200,000
    Shares of Common Stock	 Revenue
    for the Period over $19,200,000
	 	 	 	 
	n/a	n/a	252,632
    Shares of Common Stock	 Revenue
    for a 12 month consecutive Period in excess of $3,000,000; In consideration for amounts owed for service performed from April
    -  September 2015 and for the generation of $3,000,000 in revenue
	 	 	 	 
	SHOULD
    REVENUE EXCEED THE YEARLY TARGET AND MEET FUTURE YEAR TARGETS THEN THE BONUS WILL BE EXCELERATED TO INCLUDE THE FUTURE YEARS
    BONUS