JAMBA, INC. 


STOCK OPTION AGREEMENT


 


Jamba, Inc. (the “Company”)
has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”)
to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”)
to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The
Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the 2013 Equity Incentive
Plan of Jamba, Inc. (the “Plan”), as may be amended from time to time, the provisions of which are incorporated
herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant
has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection
with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan
Prospectus”), (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option
Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Grant Notice, this Option Agreement or the Plan.


 


1.       Definitions
and Construction.


 


1.1  Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.


 


1.2  Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any
provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.


 


2.       Tax
Status of Option.


 


2.1           Tax
Status of Option. This Option is intended to have the tax status designated in the Grant Notice.


 





(a)          Incentive
Stock Option. If the Grant Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning
of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant
should consult with the Participant’s own tax advisor regarding the tax effects of this Option and the requirements necessary
to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements.
(NOTE TO PARTICIPANT: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee
(other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will
be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)


 




    	1



    	 



    

 


(b)          Nonstatutory
Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not
be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


  


2.2           ISO
Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock Option, then to the extent that
the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating
Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market
Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated
as Nonstatutory Stock Options. For purposes of this Section 2.2, options designated as Incentive Stock Options are taken into account
in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect
to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 2.2,
such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment
to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason
of the limitation set forth in this Section 2.2, the Participant may designate which portion of such Option the Participant is
exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion
of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE
TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option Shares)
plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other
stock option plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial Officer
of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 


3.       Administration.


 


All questions of interpretation
concerning the Grant Notice, this Agreement and the Plan shall be determined by the Committee or its designee. All such determinations
shall be final and binding upon all persons having an interest in the Award as provided by the Plan. Any Officer shall have the
authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility
of or which is allocated to the Company herein, provided the Officer has apparent or actual authority with respect to such matter,
right, obligation, or election.


 


4.       Exercise
of the Option.


 


4.1  Right
to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial Vesting
Date and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested
Shares less the number of shares previously acquired upon exercise of the Option. In no event shall the Option be exercisable
for more shares than the Number of Option Shares, as adjusted pursuant to Section 9.


 




    	2



    	 



    

 


4.2  Method
of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”)
in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant
in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including
a third-party administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide
an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall
be signed by the Participant and delivered in person, by certified or registered mail, return receipt requested, by confirmed
facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the
Company (including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written,
must state the Participant’s election to exercise the Option, the number of whole shares of Stock for which the Option is
being exercised and such other representations and agreements as to the Participant’s investment intent with respect to
such shares as may be required pursuant to the provisions of this Option Agreement. Further, except as set forth in Section 4.3,
each Exercise Notice must be received by the Company prior to the termination of the Option as set forth in Section 6 and
must be accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option
shall be deemed to be exercised upon receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise
Price.


 


4.3  Automatic
Exercise of Option. If on the date the Option would otherwise terminate or expire, the Option is otherwise vested and exercisable
immediately prior to such termination or expiration and, if so exercised, the Fair Market Value of the Stock would exceed the
Exercise Price of the Option, then any portion of such Option which has not previously been exercised shall automatically be deemed
to be exercised as of such date with respect to such portion pursuant to the Net Exercise procedure described in Section 4.4(b)(ii)
and withholding in shares of Stock as described in Section 4.4(b). Notwithstanding the foregoing, the Participant may elect, in
a manner prescribed by the Company, not to have his or her Option automatically exercised pursuant to this Section 4.3 provided
the Participant makes such election prior to the date referenced above.


 


4.4  Payment
of Exercise Price.


 


(a)    Forms
of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number
of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent; (ii) if
permitted by the Company and subject to the limitations contained in Section 4.4(b), by means of (1) a Cashless Exercise,
(2) a Net-Exercise, or (3) a Stock Tender Exercise; or (iii) by any combination of the foregoing.


 


(b)    Limitations
on Forms of Consideration. The Company reserves, at any and all times, the right, in the Company’s sole and absolute
discretion, to establish, decline to approve or terminate any program or procedure providing for payment of the Exercise Price
through any of the means described below, including with respect to the Participant notwithstanding that such program or procedures
may be available to others.


 




    	3



    	 



    

 


(i)          Cashless
Exercise. A “Cashless Exercise” means the delivery of a properly executed Exercise Notice together
with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the
proceeds of a sale or loan with respect to shares of Stock acquired upon the exercise of the Option in an amount not less than
the aggregate Exercise Price for such shares (including, without limitation, through an exercise complying with the provisions
of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System).


 


(ii)         Net-Exercise.
A “Net-Exercise” means the delivery of a properly executed Exercise Notice electing a procedure pursuant
to which (1) the Company will reduce the number of shares otherwise issuable to the Participant upon the exercise of the Option
by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares
with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance
of such aggregate Exercise Price not satisfied by such reduction in the number of whole shares to be issued. Following a Net-Exercise,
the number of shares remaining subject to the Option, if any, shall be reduced by the sum of (1) the net number of shares
issued to the Participant upon such exercise, and (2) the number of shares deducted by the Company for payment of the aggregate
Exercise Price.


 


(iii)        Stock
Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed Exercise Notice
accompanied by (1) the Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to
the Company of whole shares of Stock having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares
with respect to which the Option is exercised, and (2) the Participant’s payment to the Company in cash of the remaining
balance of such aggregate Exercise Price not satisfied by such shares’ Fair Market Value. A Stock Tender Exercise shall not
be permitted if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption
of the Company’s stock. If required by the Company, the Option may not be exercised by tender to the Company, or attestation
to the ownership, of shares of Stock unless such shares either have been owned by the Participant for a period of time required
by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly,
from the Company.


 


4.5  Tax
Withholding.


 


(a)          In
General. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by a Participating
Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise
agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating
Company Group, if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock
until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant.


 




    	4



    	 



    

 


(b)          Withholding
in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion
of a Participating Company’s tax withholding obligations upon exercise of the Option by deducting from the shares of Stock
otherwise issuable to the Participant upon such exercise a number of whole shares having a fair market value, as determined by
the Company as of the date of exercise, not in excess of the amount of such tax withholding obligations determined by the applicable
minimum statutory withholding rates.


 


4.6  Beneficial
Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion,
to deposit for the benefit of the Participant with the broker designated by the Company with which the Participant has an account,
any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence,
a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable,
in the names of the heirs of the Participant.


 


4.7  Restrictions
on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise
of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to
such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation
of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange
or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration
statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable
upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the
Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities
Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY,
THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company
to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of
any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.
As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.


 


4.8  Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.


 


    5.   Transferability
of the Option.


 


5.1   Except
as provided in Section 5.2, the Option may be exercised during the lifetime of the Participant only by the Participant or
the Participant’s guardian or legal representative and shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment
by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s
legal representative or by any person empowered to do so under the deceased Participant’s
will or under the then applicable laws of descent and distribution.


 




    	5



    	 



    

 


5.2           With
the consent of the Committee and subject to any conditions or restrictions as the Committee may impose, in its discretion, the
Participant may transfer during the Participant’s lifetime and prior to the Participant’s termination of Service all
or any portion of a Nonstatutory Stock Option to one or more of such persons (each a “Permitted Transferee”)
as permitted in accordance with the applicable limitations, if any, described in the General Instructions to the Form S-8 Registration
Statement under the Securities Act. Transfers of Incentive Stock Options shall not be permitted. No transfer or purported transfer
of the Option shall be effective unless and until: (i) the Participant has delivered to the Company a written request describing
the terms and conditions of the proposed transfer in such form as the Company may require, (ii) the Participant has made adequate
provision, in the sole determination of the Company, for satisfaction of the tax withholding obligations of the Participating Company
Group as provided in Section 4.5 that may arise with respect to the transferred portion of the Option, (iii) the Committee
has approved the requested transfer, and (iv) the Participant has delivered to the Company written documentation of the transfer
in such form as the Company may require. With respect to the transferred portion of the Option, all of the terms and conditions
of the Grant Notice, this Option Agreement and the Plan shall apply to the Permitted Transferee and not to the original Participant,
except for (i) the Participant’s rendering of Service, (ii) provision for the Participating Company Group’s
tax withholding obligations, if any, and (iii) any subsequent transfer of the Option by the Permitted Transferee, which shall
be prohibited except as provided in Section 5.1, unless otherwise permitted by the Committee, in its sole discretion. The
Company shall have no obligation to notify a Permitted Transferee of any expiration, termination, lapse or acceleration of the
transferred Option, including, without limitation, an early termination of the transferred Option resulting from the termination
of Service of the original Participant. Exercise of the transferred Option by a Permitted Transferee shall be subject to compliance
with all applicable federal, state and foreign securities laws; however, the Company shall have no obligation to register with
any federal, state or foreign securities commission or agency such transferred Option or any shares that may be issuable upon the
exercise of the transferred Option by the Permitted Transferee.


 


6.       Termination
of the Option.


 


The Option shall terminate
and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the
close of business on the last date for exercising the Option following termination of the Participant’s
Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.


 


7.       Effect
of Termination of Service.


 


7.1  Option
Exercisability. The Option shall terminate immediately upon the Participant’s termination of Service to the extent that
it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested
only during the applicable time period as determined below and thereafter shall terminate.


 




    	6



    	 



    

 


(a)  Disability.
If the Participant’s Service terminates because of the Disability
of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s
Service terminated, may be exercised by the Participant (or the Participant’s
guardian or legal representative) at any time prior to the expiration of one (1) year after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.


 


(b)  Death.
If the Participant’s Service terminates because of the death of the Participant, the Option,
to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s
Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to
exercise the Option by reason of the Participant’s death at any time prior to the expiration of one (1) year after the date
on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s
Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s
termination of Service.


 


(c)  Termination
for Cause. Notwithstanding any other provision of this Option Agreement to the contrary, if the Participant’s
Service is terminated for Cause or if, following the Participant’s termination of Service and during any period in which
the Option otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall
terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act.


 


(d)  Other
Termination of Service. If the Participant’s Service terminates for any reason, except
Disability, death or Cause, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date
on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of
three (3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option
Expiration Date.


 


7.2  Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of the Participant’s Service
for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions
of Section 4.7, the Option shall remain exercisable until the later of (a) thirty (30) calendar days after the date such
exercise first would no longer be prevented by such provisions, or (b) the end of the applicable time period under Section 7.1,
but in any event no later than the Option Expiration Date.


 




    	7



    	 



    

 


8.       Effect
of Change in Control.


 


In the event of a Change
in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 14.1(c) of
the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case
may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force
and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion
of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any
portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to
the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately
prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof)
to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such
consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the
consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror
equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option
shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that
the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time
of the Change in Control unless the Committee takes any other action permitted by, and pursuant to, Section 14 of the Plan.
Notwithstanding the foregoing, if the Option is not assumed, substituted for, or otherwise continued by the Acquiror, the Option
shall vest in full effective immediately prior to, but contingent upon, the consummation of the Change in Control.


 


9.       Adjustments
for Changes in Capital Structure.


 


Subject to any required
action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in
the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation,
reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in
the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal
cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments
shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement
of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of
the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share
resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the Exercise Price
shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value,
if any, of the stock subject to the Option. Such adjustments shall be determined by the Committee, and its determination shall
be final, binding and conclusive.


 


10.      Rights
as a Stockholder, Director, Employee or Consultant.


 


The Participant shall
have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for
which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date
is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant
understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating
Company and the Participant, the Participant’s employment
is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right
to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group
to terminate the Participant’s Service as a Director, an
Employee or Consultant, as the case may be, at any time.


 




    	8



    	 



    

 


11.      Legends.


 


The Company may at any
time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing
shares of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly
present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant
in order to carry out the provisions of this Section.


 


12.      Miscellaneous
Provisions.


 


12.1         Termination
or Amendment. The Committee may amend or terminate the Plan at any time. No amendment or addition to this Option Agreement
shall be effective unless in writing and, to the extent such amendment is necessary to comply with applicable law or government
regulation, may be made without the consent of the Participant.


 


12.2         Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Option Agreement.


 


12.3         Binding
Effect. This Option Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions
on transfer set forth herein, be binding upon the Participant and the Participant’s
heirs, executors, administrators, successors and assigns.


 


12.4         Delivery
of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness
only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for
the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or
certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other
party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing
from time to time to the other party.


 


(a)   Description
of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice,
this Option Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders,
may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically
the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering
the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include
the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery
of the document via e-mail or such other means of electronic delivery specified by the Company.


 




    	9



    	 



    

 


(b)    Consent
to Electronic Delivery. The Participant acknowledges that the Participant has read Section 12.4(a) of this Option Agreement
and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice
and Exercise Notice, as described in Section 12.4(a). The Participant acknowledges that he or she may receive from the Company
a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or
in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the
attempted electronic delivery of such documents fails. Similarly, the Participant understands
that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if
the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery
of documents described in Section 12.4(a) or may change the electronic mail address to which such documents are to be delivered
(if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised
e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required
to consent to electronic delivery of documents described in Section 12.4(a).


 


12.5         Integrated
Agreement. The Grant Notice, this Option Agreement and the Plan, together with any employment, service or other agreement between
the Participant and a Participating Company referring to the Option, shall constitute the entire understanding and agreement of
the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede
any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating
Company Group with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice,
the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect.


 


12.6         Applicable
Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect
to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties
hereby consent to exclusive jurisdiction in California and agree that such litigation shall be conducted in the courts of San Francisco
County, California or the federal courts of the United States for the Northern District of California.


 


12.7         Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 




    	10



    	 



    

 


	 ̈  Incentive Stock Option	Participant:	 
	 ̈  Nonstatutory Stock Option	 	 
	 	Date:	 


 


STOCK OPTION EXERCISE NOTICE


 


Jamba, Inc.


 


Ladies and Gentlemen:


 


1.          Option.
I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”)
of Jamba, Inc. (the “Company”) pursuant to the 2013 Equity Incentive Plan of Jamba, Inc. (the “Plan”),
my Notice of Grant of Stock Option (the “Grant Notice”) and my Stock Option Agreement (the “Option
Agreement”) as follows:


 


	 	Date of Grant:	 	 
	 	 	 	 
	 	Number of Option Shares:	 	 
	 	 	 	 
	 	Exercise Price per Share:	$	 


 


2.          Exercise
of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares
in accordance with the Grant Notice and the Option Agreement:


 


	 	Total Shares Purchased:	 	 
	 	 	 	 
	 	Total Exercise Price (Total Shares  X  Price per Share)	$	 


 


3.          Payments.
I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement:


 


	 	 ̈  Cash:	$	 
	 	 	 	 
	 	 ̈  Check:	$	 
	 	 	 	 
	 	 ̈  Cashless Exercise:	Contact Plan Administrator
	 	 	 
	 	 ̈  Net Exercise:	Contact Plan Administrator
	 	 	 
	 	 ̈  Stock Tender Exercise:	Contact Plan Administrator


 


4.          Tax
Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and
foreign tax withholding obligations of the Company, if any, in connection with my exercise of the Option. (Contact Plan Administrator
for amount of tax due.)


 




    	-1-



    	 



    

 


5.          Participant
Information.


 


	 	My address is:	 
	 	 	 
	 	 	 
	 	 	 
	 	My Social Security Number is:	 


 


6.          Binding
Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions
of the Grant Notice, the Option Agreement and the Plan, to all of which I hereby expressly assent. This Agreement shall inure to
the benefit of and be binding upon my heirs, executors, administrators, successors and assigns.


 


	 	Very truly yours,
	 	 
	 	 
	 	(Signature)


 


Receipt of the above is hereby acknowledged.


 


JAMBA, INC.


 


	By: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title: 	 	 
	 	 	 
	Dated: 	 	 


 




    	-2-