JAMBA, INC.


RESTRICTED STOCK UNITS AGREEMENT


 


Jamba, Inc. has
granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”)
to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted
Stock Units (the “Units”) and a corresponding Dividend Equivalent Right subject to the terms and conditions
set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to
the terms 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 Agreement,
the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission
of the shares of Stock issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award
subject to all of the terms and conditions of the Grant Notice, this 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
Agreement or the Plan.


 


		1.	Definitions
                                                                                 and Construction.



 


1.1           Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned 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 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.	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.


 


		3.	The
                                                                                 Award.



 


3.1           Grant
of Units. On the Grant Date, the Participant shall acquire, subject to the provisions of this Agreement, the Number of Restricted
Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 3.3 and Section 9. Each Unit
represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock
for each Vested Unit.


  




    	 



    	 



    

  


3.2           No
Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding,
if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which
shall be past services actually rendered and/or future services to be rendered to a Participating Company for its benefit. Notwithstanding
the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or
past services rendered having a value not less than the par value of the shares of Stock issued upon settlement of the Units.


 


3.3           Dividend
Equivalent Units. In addition to the award of Units, this Award also provides for the award of Dividend Equivalent Rights as
set forth below. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited
with a number of additional whole “Dividend Equivalent Units” determined by dividing (a) the product of (i) the
dollar amount of the cash dividend paid per share of Stock on such date and (ii) the sum of the Total Number of Units and the number
of Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited
pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of
Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded down to the nearest whole number. Such additional
Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner
and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.


 


		4.	Vesting
                                                                                 of Units.



 


The Units shall vest
and become Vested Units as provided in the Grant Notice. Dividend Equivalent Units shall become Vested Units at the same time as
the Restricted Stock Units originally subject to the Award with respect to which they have been credited.


 


		5.	Company
                                                                                        Reacquisition Right.



 


5.1           Grant
of Company Reacquisition Right. Except to the extent otherwise provided in an employment agreement between a Participating
Company and the Participant, in the event that the Participant’s
Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically
reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”),
and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).


 


5.2           Ownership
Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a
dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment
upon a change in the capital structure of the Company as described in Section 9, any and all new, substituted or additional
securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend
policy, which shall be treated in accordance with Section 3.3) to which the Participant is entitled by reason of the Participant’s
ownership of Unvested Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Units”
and “Unvested Units” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested
Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of
determining the number of Vested Units following an Ownership Change Event, dividend, distribution or adjustment, credited Service
shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or
not such corporation is a Participating Company both before and after any such event.


  




    	 



    	 



    

  


		6.	Settlement
                                                                                 of the Award.



 


6.1           Issuance
of Shares of Stock. Subject to the provisions of Section 6.3 below, the Company shall issue to the Participant
on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. Shares of Stock issued
in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant
to Section 6.3, Section 7 or the Company’s Trading Compliance Policy.


 


6.2           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 of Stock acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding
sentence, a certificate for the shares of Stock as to which the Award is settled shall be registered in the name of the Participant,
or, if applicable, in the names of the heirs of the Participant.


 


6.3           Postponement
of Settlement Date. Notwithstanding the provisions set forth in Section 6.1, in the event that a Settlement Date with respect
to a Vesting Date would occur on a date on which a sale by the Participant of the shares of Stock to be issued in settlement of
the Units on such Settlement Date would violate the Trading Compliance Policy of the Company, such Settlement Date shall be postponed
until the first to occur of (a) the next business day on which a sale by the Participant of such shares of Stock would not violate
the Trading Compliance Policy; and (b) March 15th of the calendar year following the calendar year in which the Vesting Date occurred.


 


6.4           Restrictions
on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement
of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such
securities. No shares of Stock may be issued hereunder if the issuance of such shares of Stock 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 shares of Stock may then be listed. 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
of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares of
Stock as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, 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.


 


6.5           Fractional
Shares. The Company shall not be required to issue fractional shares of Stock upon the settlement of the Award. Any
fractional share of Stock resulting from a settlement of an Award shall be rounded down to the nearest whole number.


  




    	 



    	 



    

  


		7.	Tax
                                                                                 Withholding.



 


7.1           In
General. At the time the Grant Notice is executed, 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, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding
obligations of the Participating Company, if any, which arise in connection with the Award, the vesting of Units or the issuance
of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until such tax withholding
obligations have been satisfied by the Participant.


 


7.2           Assignment
of Sale Proceeds; Payment of Tax Withholding by Check. Subject to compliance with applicable law and the Company’s Trading
Compliance Policy, the Company may permit the Participant to satisfy the tax withholding obligations in accordance with procedures
established by the Company providing for either (i) delivery by the Participant to the Company or a broker approved by the
Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the
proceeds of a sale with respect to some or all of the shares of Stock being acquired upon settlement of Units, or (ii) payment
by check. The Participant shall deliver written notice of any such permitted election to the Company on a form specified by the
Company for this purpose at least thirty (30) days (or such other period established by the Company) prior to such Settlement Date.
If the Participant elects payment by check, the Participant agrees to deliver a check for the full amount of the required tax withholding
to the Company (or its Affiliates, if applicable) on or before the third business day following the Settlement Date. If the Participant
elects to payment by check but fails to make such payment as required by the preceding sentence, the Company is hereby authorized,
at its discretion, to satisfy the tax withholding obligations through any means authorized by this Section 7, including by directing
a sale for the account of the Participant of some or all of the shares of Stock being acquired upon settlement of Units from which
the required taxes shall be withheld, by withholding from payroll and any other amounts payable to the Participant or by withholding
shares of Stock in accordance with Section 7.3.


 


7.3           Withholding
in Shares. The Company may require the Participant to satisfy all or any portion of a Participating’ Company’s
tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the
Award a number of whole shares of Stock having a fair market value, as determined by the Company as of the date on which the tax
withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum
statutory withholding rates.


  




    	 



    	 



    

 


		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 Award in accordance with Section 14.1(c) of the
Plan, the surviving, continuing, successor, or purchasing 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 outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent
rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the
Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, 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 (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of Stock); 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 settlement of the Unit 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. Notwithstanding the foregoing, if the Units
are not assumed, substituted for, or otherwise continued by the Acquiror, the Units shall vest in full effective immediately prior
to, but contingent upon, the consummation of the Change in Control. Subject to Section 16.4(f) of the Plan, such Units shall be
settled upon becoming Vested Units.


 


		9.	Adjustments
                                                                                 for Changes in Capital Structure.



 


Subject to any required
action by the stockholders of the Company and the requirements of Section 409A 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 of Units subject to the Award and/or the number and kind of shares to be issued in settlement of the Award, in order to
prevent dilution or enlargement of the Participant’s rights under the Award. 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 and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock
pursuant to the Company’s dividend policy, which shall be treated in accordance with Section 3.3) to which the Participant
is entitled by reason of the grant of Units acquired pursuant to this Award will be immediately subject to the provisions of this
Award on the same basis as all Units originally acquired hereunder. Any fractional Unit or share resulting from an adjustment pursuant
to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its
determination shall be final, binding and conclusive.


 


		10.	Rights
                                                                                  as a Stockholder or Employee.



 


The Participant shall
have no rights as a stockholder with respect to any shares of Stock which may be issued in settlement of this Award until the date
of the issuance of a certificate for such shares of Stock (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 such certificate is issued, except as provided in Section 3.3 and 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 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 to terminate the Participant’s Service at any
time.


  




    	 



    	 



    

  


		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 issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares of Stock acquired pursuant to this Award in the possession of the Participant
in order to carry out the provisions of this Section.


 


		12.	Compliance with Section 409A.



 


It is intended that any
election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in Section
409A Deferred Compensation shall comply in all respects with the applicable requirements of Section 409A (including applicable
regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable
tax consequences provided therein for non-compliance. In connection with effecting such compliance with Section 409A, the following
shall apply:


 


12.1         Separation
from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no
amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral
of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section
409A Regulations”) shall be paid unless and until the Participant has incurred a “separation from service”
within the meaning of the Section 409A Regulations. Furthermore, to the extent that the Participant is a “specified employee”
within the meaning of the Section 409A Regulations as of the date of the Participant’s separation from service, no amount
that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall
be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh
month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s death
following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed
Payment Date will be accumulated and paid on the Delayed Payment Date.


 


12.2         Other
Changes in Time of Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment
of any benefits which constitute a “deferral of compensation” within the meaning of Section 409A Regulations in any
manner which would not be in compliance with the Section 409A Regulations.


 


12.3         Amendments
to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company
is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay
the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion,
to be necessary or appropriate to comply with the Section 409A Regulations without prior notice to or consent of the Participant.
The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims
that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant
in connection with the Award, including as a result of the application of Section 409A.


  




    	 



    	 



    

  


12.4         Advice
of Independent Tax Advisor. The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service
with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Agreement
will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award.
The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor
prior to entering into this Agreement and is not relying upon any representations of the Company or any of its agents as to the
effect of or the advisability of entering into this Agreement.


 


		13.	Miscellaneous Provisions.



 


13.1         Termination
or Amendment. The Committee may terminate or amend the Plan at any time. No amendment or addition to this Agreement shall be
effective unless in writing and, to the extent such amendment is necessary to comply with applicable law or government regulation
(including, but not limited to Section 409A), may be made without the consent of the Participant.


 


13.2         Nontransferability
of the Award. Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units
subject to this Award shall 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. All rights with respect to the Award shall be exercisable during the Participant’s
lifetime only by the Participant or the Participant’s guardian or legal representative.


 


13.3         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 Agreement.


 


13.4         Binding
Effect. This 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.


 


13.5         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 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 shown below that party’s signature to 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 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, the Participant may deliver electronically the Grant Notice 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.


 


(b)          Consent
to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.5(a) of this Agreement and
consents to the electronic delivery of the Plan documents and Grant Notice, as described in Section 13.5(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 13.5(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 13.5(a).


 


13.6         Integrated
Agreement. The Grant Notice, this Agreement and the Plan, together with any employment, service or other agreement between
the Participant and a Participating Company referring to the Award, 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 other than those as set forth or provided for herein or therein. To the extent
contemplated herein or therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of
the Award and shall remain in full force and effect.


 


13.7         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.


 


13.8         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.