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 GLENN SIMPSON, an individual (the “Executive”).


 


WITNESSETH:


 


WHEREAS,
the Company currently employs the Executive as its Chief Executive Officer and Chairman;


 


WHEREAS,
the Company wishes to acknowledge the extraordinary accomplishments achieved by the Executive 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, Executive 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 Executive continue to serve as the CEO and Chairman 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 Executive on March 1,
2013;


 


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 Executive as its CEO, and
the Executive, 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 Executive 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 Executive’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.  Executive shall have duties of an executive 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. Executive will report to the
Board and nothing herein shall interfere with or limit the oversight responsibilities of the Board. Executive 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 Executive 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
Executive 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 Executive
shall be compensated by the Company for his services as follows:


 


(a)           Base
Salary. Upon the execution of this Agreement, Executive shall receive, for the Initial Term a rate of salary that is not less
than $5,000 Dollars per month from June 2015 through September 2015 and then increasing to $18,500 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 Executive’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 1,544,737 shares of common stock of the Company to the Executive. A certificate representing such
shares of common stock shall be delivered to the Executive within thirty (30) days upon achieving such milestone.


 


(b)           Annual
Bonus. Executive 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 Executive resign or be terminated, he will
not be entitled to receive any Bonus for the calendar year during which Executive was terminated or resigned.  


 


(c)           Benefits.
Executive 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 Executive 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)           Executive
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).


 


(e)           Executive
shall be eligible to participate in the benefits made generally available by the Company to the Executive management team, in
accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company’s sole
discretion.  At a minimum includes Horizon Blue Cross Blue Shield Coverage.


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


 


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


 


(b)           
Total Disability . The Company may terminate Executive’s employment upon the Executive 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 Executive from 



    	 



    	 



    

performing
the duties incident to the Executive’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 Executive receives at least thirty (30) days written notice prior to such termination.


 


(c)           
Termination by the Company for Cause.  The Company may terminate Executive’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 Executive of any of his obligations under this Agreement;


 


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


 


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


 


(iv)           the
Executive 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
Executive’s material breach of a written policy of the Company;


 


(vi)           the
conviction of the Executive 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 Executive 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 Executive’s acts
as described in subsections (i), (ii), (iii) or (v) above, unless the Company shall have given written notice to the Executive
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 Executive 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, Executive
shall not be afforded any cure period with respect to the acts described in subsections (iv), (vi) or (vii) above.


 


(d)           
Termination by Executive for Good Reason.  Executive may terminate his employment with the Company for Good Reason.  For
purposes of this Agreement, “Good Reason” shall mean a termination by the Executive 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 Executive
and Company are both parties; provided, however, that (i) the Executive 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 Executive’s consent, (n) if such circumstances are correctable, the Company fails
to correct the circumstances set forth in Executive’s notice of termination within thirty (30) days of receipt of such notice,
and (iii) the Executive actually terminates employment within sixty (60) days following such occurrence:


  


(e)           
Voluntary Termination by the Executive other than for Good Reason.  The Executive 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 Executive
under this Agreement shall be communicated by written notice to the other party.


 


For
avoidance of doubt, the Company may not terminate the Executive’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 Executive’s employment
hereunder is terminated, Executive 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) Executive 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 Executive’s compliance with the provisions contained in Sections 5(d), 5(e), the Company shall pay to
the Executive: (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 Executive’s employment is terminated
due to the Executive’s death or by the Company as a result of the Executive being deemed to be Totally Disabled, the Company
shall pay to the Executive 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 Executive other than for Good Reason.  In the
event that Executive’s employment is terminated by the Company for Cause pursuant to Section 4(c) above, or due to the Executive’s
voluntary resignation other than for Good Reason pursuant to Section 4(e) above, the Company shall pay to the Executive any accrued
but unpaid Salary for services rendered to the date of termination and nothing else.


 


(d)           
Executive’s Obligation to Execute a General Release.  In the event that Executive’s employment is
terminated for any reason, the Company’s obligation to pay the Executive 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
Executive (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 Executive 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 Executive may have as a shareholder of the Company).


 


(e)           
Return of Company Property.  In the event that Executive’s employment is terminated for any reason, the
Executive (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 Executive 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 Executive’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 Executive’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 Executive 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 Executive 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 Executive for such services at the pro rata hourly rate of the Executive’s Salary as of the date of the date of the
Executive’s termination.


 



    	 



    	 



    




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


 


(a)        
    Confidential Information.  During the Employment Period and at all times thereafter, the Executive
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 Executive 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 Executive or (2) is received from a third party not under
an obligation to keep such information confidential and without breach of this Agreement.  The Executive 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 Executive 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 Executive’s employment with the Company is terminated for “Cause,”
(B) the Executive resigns from the Company without “Good Reason,” or (C) the Executive elects for the Employment Period
to expire in accordance with Section 1 above, then, also during the Restricted Period, the Executive 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 Executive 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 Executive 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)           Executive
recognizes that Executive’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 Executive (particularly, but without limitation, with respect to the provisions hereof relating
to the exclusivity of Executive’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 Executive 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 Executive or made available to the Executive 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.  Executive 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.  Executive also acknowledges and agrees that, in
the event that Executive 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.  Executive 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 Executive breaches any of the restrictive covenants in this Section
6; provided , however , that Company provides written notice to Executive 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 Executive 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 Executive 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 Executive 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 Executive shall account for and pay over such Benefits to the Company.


 


8.           
Indemnification.


 


(a)           The
Company shall indemnify Executive to the fullest extent permitted by New York law against all claims, actions, costs, expenses,
liabilities, and losses (including without limitation, attorneys’ fees, judgments, fines, penalties, and ERISA excise taxes),
incurred by Executive 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 Executive is made a party to, or a witness in, such action, suit, or proceeding by reason of the fact that Executive
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, Executive
shall be covered by such policy or policies in accordance with its or their terms.


 


(b)           The
Company shall advance to Executive 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.  Executive shall promptly repay the amount of such advance if ultimately
it shall be determined that Executive is not permitted to be indemnified against such costs and expenses under applicable law.  If
Executive has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Executive
should be indemnified under applicable law, as provided in this Section 8.  then Executive 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).  Executive’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 Executive any penalty or limitation
without Executive’s prior written consent.  Executive 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
Executive 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 Executive 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 Executive.


 


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 Executive addressed as follows:


 


Glenn
Simpson


21st
Floor


101
Hudson Street


Jersey
City, New Jersey 07302


 


(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 Executive’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 Executive’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 Executive and are inconsistent with the terms of this Agreement, the
provisions of this Agreement shall control.  Any subsequent change in Executive’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 Executive and the Company have executed this Employment Agreement as of the Effective Date.


 


	 	“Executive”	 
	 	 	 
	 	/s/
    GLENN SIMPSON	 
	 	GLENN SIMPSON	 
	 	 	 
	 	“Company”	 
	 	 	 
	 	MOJO ORGANICS,
    INC.	 
	 	 	 
	 	/s/
    Jeffrey Devlin	 
	 	Name: Jeffrey
    Devlin	 
	 	 	 
	 	Title: BOARD MEMBER	 
	 	 	 
	 	/s/
    Richard Seet	 
	 	Name: Richard
    Seet	 
	 	 	 
	 	 Title: BOARD
    MEMBER	 
	 	 	 
	 	/s/
    Peter Spinner	 
	 	Name: Peter
    Spinner	 
	 	 	 
	 	Title: BOARD MEMBER	 
	 	 	 
	 	/s/
    Robert Kaufman	 
	 	Name: Robert
    Kaufman	 
	 	 	 
	 	Title: BOARD MEMBER	 


 


 


[Signature
Page to Employment Agreement]




    	 



    	 



    

 


 


	Schedule
    A
	 	 	 	 
	Glenn
    Simpson Bonus Structure
	 	 	 	 
	Period	Cash
    Bonus	Stock
    Bonus	Criteria
	1/1
    - 12/31/15	20%
    of Salary	200,000
    Shares of Common Stock	 Revenue
    for the Period over $300,000 
	 	 	 	 
	1/1
    - 12/31/16	20%
    of Salary	200,000
    Shares of Common Stock	 Revenue
    for the Period over $900,000 
	 	 	 	 
	1/1
    - 12/31/17	20%
    of Salary	200,000
    Shares of Common Stock	 Revenue
    for the Period over $1,200,000 
	 	 	 	 
	1/1
    - 12/31/18	20%
    of Salary	200,000
    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	1,544,737
    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 2014
    - 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