THE WARRANT REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD OR TRANSFERRED
UNLESS SUCH SALE OR TRANSFER HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.


 


COMMON STOCK PURCHASE WARRANT


 


Warrant No. ___                                                                                     Number of Shares: __________


 


 


MOJO
ORGANICS, INC.


COMMON STOCK, PAR VALUE $.001 PER SHARE


VOID AFTER 5:00 P.M. EASTERN STANDARD
TIME


[ ], 2020


 


This Warrant is issued
to _____________ ("Holder") by MOJO Organics, Inc., a Delaware
corporation (hereinafter with its successors called the "Company").


 


For value received and
subject to the terms and conditions hereinafter set out, Holder is entitled to purchase from the Company at a purchase price per
share of $0.40, [ ] ([ ]) fully paid and non-assessable shares of common stock, par value $.001 per share ("Common Shares")
of the Company. Such purchase price per Common Share, adjusted from time to time as provided herein, is referred to as the "Purchase
Price."


 


1.The Holder may exercise
this Warrant, in whole or in part, upon surrender of this Warrant, with the exercise form annexed hereto duly executed, at the
office of the Company, or such other office as the Company shall notify the Holder in writing, together with a certified or bank
cashier's check payable to the order of the Company in the amount of the Purchase Price times the number of Common Shares being
purchased.


 


2.The person or persons
in whose name or names any certificate representing Common Shares is issued hereunder shall be deemed to have become the holder
of record of the Common Shares represented thereby as of the close of business on the date on which this Warrant is exercised with
respect to such shares, whether or not the transfer books of the Company shall be closed. Until such time as this Warrant is exercised
or terminates, the Purchase Price payable and the number and character of securities issuable upon exercise of this Warrant are
subject to adjustment as hereinafter provided.


 


3.Unless previously
exercised, this Warrant shall expire at 5:00 p.m. Eastern Standard Time, on [ ], 2020, and shall be void thereafter.


 



    	 



    	 



    






4.The Company covenants that it will at
all times reserve and keep available a number of its authorized Common Shares, free from all preemptive rights, which will be
sufficient to permit the exercise of this Warrant. The Company further covenants that such shares as may be issued pursuant to
the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes,
liens, and charges.


 


5.If the Company subdivides
its outstanding Common Shares, by split-up or otherwise, or combines its outstanding Common Shares, the Purchase Price then applicable
to shares covered by this Warrant shall forthwith be proportionately decreased in the case of a subdivision, or proportionately
increased in the case of a combination.


 


6.In no event shall
any fractional Common Share of the Company be issued upon any exercise of this Warrant. If, upon exercise of this Warrant as an
entirety, the Holder would, except as provided in this Section 6, be entitled to receive a fractional Common Share, then the Company
shall issue the next higher number of full Common Shares, issuing a full share with respect to such fractional share. If this Warrant
is exercised at one time for less than the maximum number of Common Shares purchasable upon the exercise hereof, the Company shall
issue to the Holder a new warrant of like tenor and date representing the number of Common Shares equal to the difference between
the number of shares purchasable upon full exercise of this Warrant and the number of shares that were purchased upon the exercise
of this Warrant.


 


7.Whenever the Purchase
Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate setting forth the Purchase
Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


8.The Company will
maintain a register containing the names and addresses of the Holder and any assignees of this Warrant. Holder may change its address
as shown on the warrant register by written notice to the Company requesting such change. Any notice or written communication required
or permitted to be given to the Holder may be delivered by confirmed facsimile or telecopy or by a recognized overnight courier,
addressed to Holder at the address shown on the warrant register.


 


9. This Warrant has
not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws
("State Acts") or regulations in reliance upon exemptions under the Securities Act, and exemptions under the State Acts.
Subject to compliance with the Securities Act and State Acts, this Warrant and all rights hereunder are transferable in whole or
in part, at the office of the Company at which this Warrant is exercisable, upon surrender of this Warrant together with the assignment
hereof properly endorsed.


 


10. In case this Warrant
shall be mutilated, lost, stolen, or destroyed, the Company may issue a new warrant of like tenor and denomination and deliver
the same (a) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (b) in lieu of any
Warrant lost, stolen, or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction of such
Warrant (including a reasonably detailed affidavit with respect to the circumstances of any loss, theft, or destruction) and of
indemnity with sufficient surety satisfactory to the Company.


 



    	 



    	 



    




11.Unless a current
registration statement under the Securities Act, shall be in effect with respect to the securities to be issued upon exercise of
this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time
of any proposed transfer of securities acquired upon exercise hereof, the Company may require Holder to make such representations,
and may place such legends on certificates representing the Common Shares issuable upon exercise of this Warrant, as may be reasonably
required in the opinion of counsel to the Company to permit such Common Shares to be issued without such registration.


 


12. This Warrant does
not entitle Holder to any of the rights of a stockholder of the Company.


 


13.Nothing expressed
in this Agreement and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the parties to this Agreement any covenant, condition, stipulation, promise,
or agreement contained herein, and all covenants, conditions, stipulations, promises and agreements contained herein shall be for
the sole and exclusive benefit of the parties hereto and their respective successors and assigns.


 


 14.The provisions
and terms of this Warrant shall be construed in accordance with the laws of the State of Ohio.


 


IN WITNESS WHEREOF, this
Warrant has been duly executed by the Company as of DATE [ ], 2015


 


MOJO Organics, Inc.



 


 


 


By: _______________________________


Name: Glenn Simpson


Title: CEO


 


 




    	 



    	 



    

FORM OF EXERCISE


 


 


Date: ____________________


 


 


To:MOJO Organics, Inc.


 


 


The undersigned hereby
subscribes for _______ shares of common stock of MOJO Organics, Inc. covered by this Warrant and hereby delivers $___________ in
full payment of the purchase price thereof. The certificate(s) for such shares should be issued in the name of the undersigned
or as otherwise indicated below:


 


 


____________________________


Signature:


 


 


____________________________


Printed Name


 


 


 


____________________________


Name
for Registration, if different


 


 


____________________________


Street
Address


 


____________________________


City, State and Zip Code


 


____________________________


Social Security Number


 


 


 


 




    	 



    	 



    

ASSIGNMENT


 


 


For Value Received, the
undersigned hereby sells, assigns and transfers unto the assignee(s) set forth below the within Warrant certificate, together with
all right, title and interest therein, and hereby irrevocably constitutes and appoints ___________________________________ attorney,
to transfer the said Warrant on the books of the within-named Company with respect to the number of Common Shares set forth below,
with full power of substitution in the premises.


 


	Name(s) of

                           Assignee(s)
	Social Security or

                           other Identifying

                           Number(s) of

                           Assignee(s)
	Address	No. of

                           Shares




 


 





 





 


 


 


 


 


 


 


 


 


 


Dated: ______________________________


 


 


 


 


_________________________________________


Signature


 


NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATSOEVER.


 


 


_________________________________________


Print Name and Title