MOJO
ORGANICS, INC.


DISTRIBUTION AGREEMENT


 


Preamble


 


THIS
DISTRIBUTION AGREEMENT (this “Agreement”) is made as of 
_Febuary 20, ____________ ___, 20_14__ (the “Effective Date”), by and between MOJO
ORGANICS, INC., a Delaware corporation (hereinafter “Supplier”), and the party set forth on the signature
page attached hereto (hereinafter “Distributor”).


 


Recitals


 


WHEREAS, Supplier
is in the business of developing, marketing, selling and promoting certain products, including the Products (as hereinafter defined);


 


WHEREAS, Supplier’s
right to develop, market, sell and promote the Products is subject to a certain Juice License Agreement, by and between the Company
and Chiquita Brands, L.L.C. (“Chiquita”), effective as of August 15, 2012 (as amended from time to time, the
“License Agreement”);


 


WHEREAS, Distributor
is in the business of distributing beverages to Accounts (as hereinafter defined) and assures Supplier that it has the financial
resources, facilities, personnel, and expertise necessary to successfully market the Products in the Territory (as hereinafter
defined), in each case, in accordance with the terms of this Agreement; and


 


WHEREAS, Distributor
wishes to obtain, and Supplier is willing to grant Distributor, a non-exclusive right, subject to the terms set forth herein and
Supplier’s obligations under the License Agreement, to distribute the Products to Accounts for purpose of resale in the
Territory (which right may become exclusive in nature solely in accordance with the terms set forth herein).


 


NOW, THEREFORE,
in consideration of the foregoing premises and the mutual representations and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, Supplier and Distributor, intending to be legally
bound, hereby agree as follows:


 


		1.	DEFINITIONS
                                         – For purposes of this Agreement, the following terms shall have the respective
                                         meanings indicated below:



 


		1.1	Accounts –
                                         Shall mean the accounts located in the Territory and serviced by Distributor. For clarification,
                                         the “Accounts” shall not include the Excluded Accounts (as hereinafter defined),
                                         or any other account (whether located in the Territory or otherwise) which is serviced
                                         by anyone other than Distributor, in accordance with the terms of this Agreement.



 


		1.2	Competing
                                         Products – Shall mean any other organic juice beverage product ;
                                         provided, however, future line extensions offered by suppliers with which
                                         Distributor has a binding contractual relationship as of the Effective Date, shall not
                                         be deemed “Competing Products”, provided Distributor shall provide Supplier
                                         with prior written notice of its intention to distribute any such products.



 



    	1



    




		1.3	Excluded Accounts
                                         – Shall mean accounts listed on Exhibit B, as the same may be amended by
                                         the parties from time to time. Distributor is prohibited from supplying the Products
                                         to the Excluded Accounts.



 


		1.4	Exclusive
                                         Territory – Shall mean the geographic area(s) set forth on Exhibit D
                                         – Section 1 attached hereto, if any, as the same may be established from time
                                         to time by Supplier in accordance with Section 2.4 hereof. For the avoidance of doubt,
                                         the parties acknowledge and agree that there shall be no Exclusive Territory as of the
                                         Effective Date. In the event an Exclusive Territory is later established or expanded
                                         by Supplier in accordance with Section 2.4 hereof, Exhibit D – Section 1
                                         shall be amended accordingly.



 


		1.5	Non-Exclusive
                                         Territory – Shall mean the geographic area(s) set forth on Exhibit D 
                                         – Section 2 attached hereto. The Non-Exclusive
                                         Territory shall be subject to modification, amendment or termination by Supplier at any
                                         time and from time to time, in Supplier’s sole discretion, which modification,
                                         amendment or termination shall be reflected on Exhibit D attached hereto. In addition,
                                         the parties acknowledge and agree that (i) Supplier shall not owe Distributor any Invasion
                                         Fee (as hereinafter defined) with respect to any sales made to Accounts in the Non-Exclusive
                                         Territory (whether by Supplier or otherwise); and (ii) any Termination Payment (as hereinafter
                                         defined), if any, due to Distributor hereunder shall be calculated without regard to
                                         sales made to Accounts in the Non-Exclusive Territory (whether by Distributor, Supplier
                                         or otherwise). 



 


		1.6	Products
                                         – Shall mean (i) those products indicated by product name, Unit Case size
                                         and UPC code specifically identified on Exhibit A attached hereto, and (ii) any
                                         additional flavors, sizes, or line extensions of the products on Exhibit A or
                                         additional products sold under the “MOJO ORGANICS” trade name, in each case,
                                         that Supplier manufactures after the Effective Date and which Supplier elects for Distributor
                                         to distribute in accordance with the terms of this Agreement. 



 


		1.7	Minimum
                                         Purchase Commitment – Shall mean the specified minimum Unit Case quantities
                                         of the Products, as set forth in Exhibit C attached hereto, to be agreed upon
                                         by the parties pursuant to Section 3.2 hereof. As and when the parties agree to a Minimum
                                         Purchase Commitment, Exhibit C shall be amended accordingly. 



 


		1.8	Territory
                                         – Shall refer to the Exclusive Territory and the Non-Exclusive Territory ,
                                         collectively.



 


		1.9	Unit
                                         Case – Shall, for each Product, mean a case of twenty-four (24) eight (8)
                                         ounce bottles.



 


2. GRANT OF DISTRIBUTION RIGHTS.


 


		2.1	Subject to the terms and conditions
                                         of this Agreement, Supplier hereby grants to Distributor, and Distributor hereby accepts
                                         from Supplier, (i) a nontransferable, exclusive right to distribute the Products to Accounts
                                         located in the Exclusive Territory and (ii) a nontransferable, non-exclusive right to
                                         distribute the Products to Accounts located in the Non-Exclusive Territory; provided,
                                         however, that Supplier expressly reserves unto itself and/or its licensors, agents
                                         and affiliates the right to sell the Products within the Territory to: (a) all accounts
                                         that will not accept delivery from Distributor, including, without limitation, catalogue
                                         accounts, internet fulfillment services and electronic media accounts, (b) any Account
                                         which requests that Distributor cease servicing such Account at any time after the Effective
                                         Date, (c) vending companies, (d) food service distributors, and (e) the Excluded Accounts.



 



    	2



    




		2.2	Distributor covenants and agrees
                                         that it shall not distribute or sell any of the Products, or otherwise engage in any
                                         of the activities described herein with respect to the Products outside the Territory,
                                         in each case, without the prior written consent of Supplier, which may be granted or
                                         withheld by Supplier, in its sole discretion. Distributor hereby acknowledges that its
                                         direct or indirect distribution or sale of the Products outside the Territory in violation
                                         of this Section 2.2 shall constitute a material breach of this Agreement pursuant to
                                         Section 13.2 below.



 



		2.3	Distributor may appoint sub-distributors
                                         in furtherance of its obligations under this Agreement to service the Territory, in each
                                         case, with Supplier’s prior written approval, which approval may be withheld in
                                         Supplier’s sole discretion. Distributor shall be solely responsible for the conduct
                                         of its sub-distributors, and the cost of any discounts or other incentives offered by
                                         Distributor to its sub-distributors. In the event that Supplier and/or Chiquita becomes
                                         dissatisfied for any reason whatsoever with the performance of any of Distributor’s
                                         sub-distributors, Supplier may notify Distributor of such dissatisfaction and it shall
                                         be the obligation of Distributor to terminate the sub-distributor within ten (10) days
                                         of said notification by Supplier, without any disruption of service to the retail accounts
                                         being serviced by said sub-distributor. Notwithstanding the foregoing, in the event that
                                         this Agreement is terminated, any and all sub-distributor agreements shall be automatically
                                         terminated and Supplier shall have no obligations of any nature whatsoever to any such
                                         sub-distributors. Distributor agrees to indemnify and hold harmless Supplier against
                                         any and all damages and costs, including attorneys’ fees and all other expenses
                                         incidental thereto, incurred as a result of any claim(s) asserted by any of Distributors’
                                         sub-distributors, including, without limitation, damages arising from Supplier’s
                                         obligations under the License Agreement.



 


		2.4	Notwithstanding anything to the
                                         contrary in this Agreement, in the event Distributor has aggressively marketed the Products
                                         to all or any portion of the Non-Exclusive Territory such that Distributor requests,
                                         and Supplier desires, that Distributor become the “exclusive” distributor
                                         therefor, Supplier shall have the right (but not the obligation) to reclassify all or
                                         any portion of the Non-Exclusive Territory as part of the “Exclusive Territory”
                                         for purposes of this Agreement, which reclassification shall then be reflected on Exhibit
                                         D attached hereto. For the avoidance of doubt, the parties acknowledge and agree
                                         that Supplier’s approval with respect to any reclassification of all or any portion
                                         of the Non-Exclusive Territory may be withheld in Supplier’s absolute and sole
                                         discretion.



 


3. CERTAIN OBLIGATIONS OF DISTRIBUTOR.


 


		3.1	Distribution to Accounts
                                         – Distributor shall use its best efforts to directly distribute the Products
                                         to the Accounts in the Territory. In the event that the Distributor ceases to distribute
                                         any Product to the Accounts for any reason for a period of thirty (30) days, then, upon
                                         Supplier’s notice to Distributor (a) such product shall no longer be a “Product”
                                         as such term is used herein, (b) such product shall be automatically and without further
                                         action by the parties, be deleted from Exhibit A and (c) Supplier shall have the
                                         unrestricted right to sell, market or distribute such product in the Territory, either
                                         directly or through a third party (without payment to Distributor of an Invasion Fee).







    	3



    

 


		3.2	Sales Quotas –
                                         Throughout the Term (as hereinafter defined), Distributor shall purchase, and pay Supplier
                                         for, an amount of the Product equal to, or in excess of, the Minimum Purchase Commitment.
                                         The parties hereby acknowledge and agree that: (i) the Minimum Purchase Commitment will
                                         be mutually established by the parties from time to time, and may be structured in any
                                         manner the parties see fit (e.g., applicable to all or any portion(s) of the Territory,
                                         calculated monthly, quarterly or annually, etc.); (ii) as the Minimum Purchase Commitment
                                         is agreed to and/or amended by the parties, Exhibit C shall be amended accordingly;
                                         (iii) Supplier is subject to certain minimum sales commitments under the License Agreement;
                                         (iv) the Minimum Purchase Commitment agreed upon by the parties (as the same may be amended
                                         from time to time) will be negotiated in direct contemplation of Supplier’s minimum
                                         sales commitments under the License Agreement; and (v) Distributor’s failure to
                                         agree to and/or meet the Minimum Purchase Commitment, at any time during the Term, shall
                                         constitute a material breach of this Agreement by Distributor pursuant to Section 13.2
                                         below.  



 


		3.3	Sales and Promotional Efforts
                                         – Distributor shall use its best efforts to aggressively sell, promote
                                         and merchandise each of the Products to the Accounts in the Territory, and shall strictly
                                         adhere to any and all marketing, advertising and promotional guidelines, restrictions,
                                         rules, regulations and practices of Supplier and Chiquita, as communicated to Distributor
                                         from Supplier from time to time (and as the same may be updated or amended from time
                                         to time). Distributor shall accept and fill any purchase order received from any Account
                                         of at least 5 Unit Cases of Product per order.



 


		3.4	Marketing Materials;
                                         Distributor Assistance – Except as set forth in Exhibit C,
                                         Supplier may, but shall not be obligated to, assist Distributor with the marketing
                                         of the Products in the Territory, and will use its reasonable efforts to honor reasonable
                                         requests for promotional support. ANY AND ALL MARKETING, ADVERTISING AND PROMOTIONAL
                                         MATERIALS CREATED OR MODIFIED BY DISTRIBUTOR ARE SUBJECT TO SUPPLIER’S PRIOR WRITTEN
                                         APPROVAL, WHICH MAY BE WITHHELD IN SUPPLIER’S SOLE DISCRETION. Distributor will
                                         utilize marketing materials that contain the Supplier Intellectual Property (as hereinafter
                                         defined) only as provided or pre-approved by Supplier, and will in no way be permitted
                                         to utilize the Supplier Intellectual Property in their own marketing materials, in each
                                         case, without the express written approval of an authorized officer of Supplier. All
                                         marketing materials shall be clear and legible without bleeding of line or color.



 


		3.5	Distributor Service –
                                         Distributor shall use its best efforts to properly service all Accounts in the Territory.
                                         In the event that Distributor is aware of any Account service needs and elects not to
                                         provide said service(s), Supplier shall be free to sell and distribute the Products to
                                         said Account (without payment to Distributor of an Invasion Fee (as hereinafter defined)).



 


		3.6	Reports – Distributor shall deliver to
                                         Supplier no later than five (5) days after the end of each month during the Term a written
                                         report showing, for the preceding month by ship-to location:



 



    	4



    




		a)	Monthly
                                         depletions of the Products by Unit Case per SKU by county (including calculations with
                                         respect to net sales and sales volumes);



		b)	Year-to-date
                                         sales of the Products by Unit Case per SKU by county;



		c)	Number
                                         of active Accounts purchasing the Products;



		d)	Sale
                                         to chain Accounts by Unit Case, per SKU, upon request;



		e)	Monthly
                                         top fifty (50) Accounts by Unit Case, per SKU;



		f)	Quarterly
                                         breakdown of Accounts by channel;



		g)	Monthly
                                         ending inventory;



		h)	Monthly
                                         marketing activity report summarizing the promotional, public relations and other marketing
                                         activities occurring during such month; and



		i)	Such
                                         other marketing and sales data as reasonably requested by Supplier from time to time.



 


Distributor hereby acknowledges that:
(i) Supplier is subject to strict reporting requirements under the License Agreement; (ii) the reporting requirements in this
Section 3.6 have been agreed upon by the parties in direct contemplation of Supplier’s reporting requirements under the
License Agreement; and (iii) Distributor’s failure to comply with the reporting requirements in this Section 3.6, at any
time during the Term, shall constitute a material breach of this Agreement pursuant to Section 13.2 below.


 


		3.7	Distributor Inventory
                                         – Distributor agrees to maintain a minimum of five (5) days, but a maximum of fifteen
                                         (15) days, of inventory of the Products at all times, except that Distributor will not
                                         be held accountable for shortages created by Supplier.



 


		3.8	Inventory Management
                                         – Distributor agrees to properly manage inventory age and storage conditions, ensuring
                                         FIFO processes are maintained in its warehouses, and proactively managing warehouse conditions
                                         to avoid excessive heat and light exposure. Distributor further agrees to use its best
                                         efforts to monitor and manage its retail trade inventory to ensure that all Accounts
                                         and consumers are provided quality Products for purchase. Supplier may, from time to
                                         time, monitor and track retail trade age and quality in the Territory, and will provide
                                         periodic reports on said quality to Distributor. In addition, Distributor agrees that
                                         Supplier and/or Chiquita may, from time to time, during business hours and upon five
                                         (5) days advance written notice to Distributor, inspect Distributor’s warehouses
                                         to ensure that Distributor is properly maintaining such warehouses in accordance with
                                         Supplier’s and Chiquita’s guidelines related thereto, as communicated to
                                         Distributor from Supplier from time to time (and as the same may be updated or amended
                                         from time to time).



 


		3.9	Applicable Law –
                                         Distributor shall comply with all laws, rules, regulations, ordinances, codes, industry
                                         standards, decrees, governmental orders and the like, whether local, state or federal,
                                         whether presently or later enacted, which are, or later become, applicable to Distributor’s
                                         purchase, acceptance, storage, transportation, sale, distribution and/or reacquisition
                                         of the Products (collectively, as amended from time to time, “Applicable Law”),
                                         including, without limitation, the United States Federal Food, Drug and Cosmetic Act,
                                         all relevant International Labor Organization Conventions, the Universal Declaration
                                         of Human Rights, the United Nations Declaration on the Rights of the Child, the Social
                                         Accountability International SA8000 Standards and all container deposit laws, commonly
                                         referred to as “Bottle Bills”.  With respect to any part of the
                                         Territory covered by a Bottle Bill, Distributor shall act as “Deposit Initiator”. 
                                         As Deposit Initiator, Distributor shall comply with all aspects of the Bottle Bill, including,
                                         without limitation, (i) initiating deposits, (ii) initiating recycling fees, (iii) accounting
                                         for and remitting bottle deposits to the appropriate agencies, (iv) maintaining the requisite
                                         escheatment bank account and (v) arranging compliance with authorized recycling organizations
                                         for bottle returns.  Distributor’s obligations under Applicable Law shall
                                         survive the termination or expiration of this Agreement.



 


 



    	5



    

 


		3.10	Ethical Practices
                                         – Distributor shall not directly or indirectly, offer, pay, promise to pay, or
                                         authorize the payment of any money, or offer, give, promise to give, or authorize the
                                         giving of any financial or other advantage or anything else of value to (i) any official
                                         or employee of any government, or any department, agency or instrumentality thereof,
                                         (ii) any political party or official thereof, or to any candidate for political office,
                                         (iii) any official or employee of any public international organization or (iv) any person
                                         acting in an official capacity for on behalf of any of the foregoing, for the purpose
                                         of improperly influencing any act or decision of the official, employee, party or candidate,
                                         or inducing the official, employee, party or candidate to act or fail to act in violation
                                         of his/her lawful duty, or securing any improper advantage for Supplier or Chiquita,
                                         or inducing such official, employee, party or candidate to use his influence with a foreign
                                         government or instrumentality thereof to affect or influence any act or decision of such
                                         government or instrumentality, or otherwise improperly promoting the business interests
                                         of Supplier or Chiquita in any respect. Distributor will defend and indemnify Supplier
                                         for any loss, costs, claims, or damages resulting from Distributor’s breach of
                                         this Section 3.10, including, without limitation, damages resulting from Supplier’s
                                         obligations under the License Agreement. The provisions of this Section 3.10 shall survive
                                         the expiration or sooner termination of this Agreement.



 






 


		3.11	Resolution of Customer Disputes
                                         – Distributor shall comply with Supplier’s procedures for handling
                                         customer inquiries, complaints, product warranty issues, guarantee/satisfaction issues
                                         and related matters, as such procedures are communicated to Distributor from Supplier
                                         from time to time (and as the same may be updated or amended from time to time). In addition,
                                         Distributor shall promptly notify Supplier of the occurrence and nature of such matters
                                         as and when such matters arise.



 


		4.	ORDER PROCEDURE. 



 


		4.1	Orders – All
                                         orders for the Products requested by Distributor shall be in writing and received by
                                         Supplier at least thirty (30) days prior to the requested ship date. Risk of loss shall
                                         transfer to Distributor upon delivery of the Products to Distributor’s warehouse.



 


		4.2	Supplier Acceptance
                                         – All orders for the Products by Distributor shall be subject to acceptance by
                                         Supplier and shall not be binding upon Supplier until the earlier of written confirmation
                                         or shipment, and in the case of acceptance by shipment, only as to the portion of the
                                         order actually shipped. Supplier reserves the right to cancel or suspend any orders placed
                                         by Distributor and accepted by Supplier, or refuse or delay delivery thereof, if Distributor
                                         fails (i) to make any payment as provided herein on any invoice, (ii) to meet credit
                                         or financial requirements established by Supplier from time to time, or (iii) to otherwise
                                         comply with the terms and conditions of this Agreement. Notwithstanding the foregoing
                                         or anything to the contrary in this Agreement, the parties acknowledge and agree that
                                         in the event this Agreement is terminated in accordance with Section 13.4 of this Agreement,
                                         during the period from the date of notice of termination through the termination of this
                                         Agreement, Supplier shall have no obligation to fill any purchase order placed by Distributor
                                         which is not based on the demonstrable needs of the Accounts for such period, as determined
                                         by Supplier, in its sole discretion.



 



    	6



    




		4.3	Controlling Terms
                                         – The terms and conditions of this Agreement and of the applicable Supplier confirmation
                                         of shipment shall apply to each order accepted or shipped by Supplier hereunder. Any
                                         terms or conditions appearing on the face or reverse side of any purchase order, acknowledgement
                                         or confirmation that are different from or in addition to those required hereunder shall
                                         not be binding on the parties, even if signed and returned.



 


		4.4	Distributor Cancellation
                                         – Once an order has been accepted by Supplier, it may not be cancelled
                                         by Distributor unless (i) Supplier has failed to ship the order or any portion thereof,
                                         within thirty (30) days of the confirmed shipping date of such order, (ii) Distributor
                                         provides written notice of such cancellation, and (iii) Supplier acknowledges
                                         such cancellation in writing.



 


		5.	PRICES, DISCOUNTS AND PAYMENT.



 


		5.1	Prices to Distributor
                                         – The price payable by Distributor for the Products shall be as set forth on Exhibit
                                         A, or as otherwise established by Supplier, from time to time, at Supplier’s
                                         sole discretion, provided Supplier has delivered fifteen (15) days written notice of
                                         the same to Distributor.



 


		5.2	Distributor’s Additional
                                         Costs – Distributor acknowledges and agrees that, in addition to the prices
                                         set forth in Section 5.1 above, Distributor shall be responsible for all local, state,
                                         federal taxes and duties, and all other expenses and costs of any nature whatsoever,
                                         including, but not limited to, fuel surcharges incurred by Distributor in connection
                                         with its performance under this Agreement. Distributor will be solely liable for such
                                         taxes, whether now or hereafter imposed with respect to the transactions contemplated
                                         hereunder (with the exception of income taxes or other taxes imposed upon Supplier and
                                         measured by the gross or net income of Supplier), and, if paid or required to be paid
                                         by Supplier, the amount thereof shall be added to and become a part of the amounts payable
                                         by Distributor hereunder. In the event Distributor offers any of its sub-distributors
                                         any discount or incentive, Distributor shall be solely responsible for the cost of same,
                                         and any additional costs associated therewith.



 


		5.3	Payment
                                         – Distributor shall pay for the Products within thirty (30) days from
                                         the date the Products are received by Distributor or on such terms as may be otherwise
                                         specified on Supplier’s invoice. Supplier reserves the right, upon written notice
                                         to Distributor, to declare all sums immediately due and payable in the event of a breach
                                         by Distributor of any of its obligations to Supplier, including the failure of Distributor
                                         to comply with credit terms and limitations. Any payments not made when due shall accrue
                                         interest until paid in full at the lesser of (i) 1.5% per month on the outstanding balance
                                         or (ii) the maximum rate permitted by law. Further, if the Distributor fails to pay as
                                         agreed, the Supplier reserves the right to stop delivery of all Products and terminate
                                         this Agreement. 



 


		5.4	Credit Terms –
                                         At Supplier’s option, shipments may be made on credit terms in effect at the time
                                         an order is accepted. Furthermore, Supplier reserves the right to vary, change, or limit
                                         the amount or duration of credit to be allowed to Distributor, either generally or with
                                         respect to a particular order.



 



    	7



    




		5.5	Billbacks
                                         – All amounts payable by the Supplier to the Distributor in respect of 
                                         Billbacks (as defined in Exhibit C) shall
                                         be paid by separate check and shall not be credited or deducted from Supplier’s
                                         invoices without the Supplier’s prior written consent in the event that the billback
                                         is not disputed and a payment has not been made then the Distributor has the right to
                                         apply the billback to the oldest outstanding amount due.



 


		5.6	Distributor Financial Condition
                                         – Distributor represents and warrants that it is, and at all times during
                                         the Term shall remain, in good financial condition, solvent and able to pay invoices
                                         for the Products when due.



 


		6.	WARRANTY. 



 


		6.1	Subject to the terms and conditions
                                         of this Agreement, Supplier warrants that the Products, at the time of delivery to Distributor,
                                         (i) shall not be adulterated or misbranded within the meaning of the U.S. Food, Drug
                                         and Cosmetic Act (the “Act”), and (ii) shall be manufactured in accordance
                                         with Good Manufacturing Practices as defined in the Act; provided, however,
                                         that Supplier shall not be liable for any noncompliance with the foregoing due to the
                                         handling of Product by Distributor.



 


		6.2	Under no circumstances shall the
                                         warranties by Supplier set forth in Section 6.1 apply to any Product which has been customized
                                         or modified, damaged, reused, or misused. In the event that the warranties set forth
                                         in Section 6.1 are breached and Supplier is responsible for such breach, Supplier will
                                         replace the defective Product at no cost to Distributor. THE PROVISIONS OF THE FOREGOING
                                         WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR
                                         ORAL (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).
                                         SUPPLIER’S LIABILITY ARISING OUT OF THE MANUFACTURE, SALE OR SUPPLY OF THE PRODUCTS
                                         UNDER THIS AGREEMENT OR THE USE OR DISPOSITION OF PRODUCTS BY DISTRIBUTOR OR ITS CUSTOMERS,
                                         WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL
                                         PURCHASE PRICE PAID BY DISTRIBUTOR FOR THE PRODUCTS. IN NO EVENT SHALL SUPPLIER BE LIABLE
                                         TO DISTRIBUTOR OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL
                                         DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS) ARISING OUT OF THE MANUFACTURE,
                                         SALE OR SUPPLY OF THE PRODUCTS.



 


7.
CONFIDENTIAL INFORMATION – During the course of performance of this Agreement, Supplier may disclose certain confidential
information, which confidential information includes, but is not limited to, the terms of this Agreement and any information pertaining
to Supplier’s financial affairs, business systems, marketing strategies, trade secrets, products, designs, flavors, equipment,
manufacturing process, technology and other technical and commercial information (“Confidential Information”)
to Distributor solely to permit Distributor to perform its obligations under this Agreement. Distributor shall use its best efforts
to maintain the secrecy of all such Confidential Information. Distributor shall not use, disclose, or otherwise exploit any



    	8



    

Confidential Information
for any purpose not specifically authorized by Supplier in this Agreement. All files, lists, records, documents, drawings, marketing
and advertising campaigns, that incorporate or refer to any Confidential Information shall be returned or destroyed promptly upon
expiration or earlier termination of this Agreement. Confidential Information shall only be disclosed to those employees of Distributor
that need such information to effectively perform their obligation to distribute the Products. For the avoidance of doubt, Distributor
hereby covenants and agrees that it shall not disclose, directly or indirectly, any Confidential Information (including the terms
of this Agreement) to any direct store distributor, or any affiliate of any direct store distributor, and a breach of the foregoing
shall be deemed a material breach of this Agreement. The provisions of this Section 7 shall survive the termination of this Agreement.


 


		8.	TRANSSHIPMENT; INVASION OF
                                         TERRITORY. 



 


		8.1	Transshipment. Distributor
                                         shall not directly or indirectly sell or distribute the Products outside of the Territory
                                         described in Exhibit D without the prior written permission of Supplier, which
                                         may be withheld in Supplier’s sole discretion. Distributor acknowledges that such
                                         action will cause irreparable and incalculable harm to Supplier pursuant to this Agreement
                                         and may result in a termination of the License Agreement. Supplier may terminate this
                                         Agreement for cause pursuant to Section 13.2 below if Distributor directly or indirectly
                                         sells or distributes the Products outside of the Territory, and Supplier shall be free
                                         thereafter to appoint another Distributor in the Territory. In addition to all other
                                         remedies available to Supplier for such breach, Distributor shall pay to Supplier $5.00
                                         for each Unit Case of the Products found to have been sold or distributed by Distributor
                                         either directly or indirectly outside of the Territory.



 


		8.2	Invasion Fee. Supplier
                                         agrees to compensate Distributor for all Products sold or distributed to the Accounts
                                         in the Exclusive Territory (but not in the Non-Exclusive Territory) without utilizing
                                         the services of Distributor. Such compensation shall be known as an “Invasion Fee”
                                         and shall be Distributor’s sole and exclusive remedy with respect to any distribution
                                         or sale of the Products inside the Exclusive Territory by Supplier or any third party,
                                         in either case, in breach of Section 2 of the Agreement.  The Invasion Fee shall
                                         be paid or credited to Distributor on a quarterly basis, at the rate of $0.50 per Unit
                                         Case of the Product.  Notwithstanding anything to the contrary contained
                                         in this Agreement, the parties acknowledge and agree that Distributor shall not
                                         be paid an Invasion Fee for any Products sold or distributed to the Accounts listed in
                                         Sections 2.1(a)-(e) of this Agreement or any Accounts located in the Non-Exclusive Territory.



 


		9.	INSURANCE – Distributor
                                         shall maintain general and public liability and product liability insurance in sums not
                                         less than $3,000,000 underlying coverage, and $10,000,000 per incident/occurrence in
                                         excess and/or umbrella coverage, with a deductible of not more than $100,000 per incident/occurrence.
                                         Distributor shall name Supplier and Chiquita as additional named insureds. The policy
                                         shall require insurer to notify Supplier no less than thirty (30) days prior to any non-renewal
                                         or cancellation. Additionally, the Supplier shall maintain general and public liability
                                         and product liability insurance in sums not less than $3,000,000 underlying coverage,
                                         and $10,000,000 per incident/occurrence in excess and/or umbrella coverage, with a deductible
                                         of not more than $100,000 per incident/occurrence. Upon Distributor’s written request,
                                         Supplier shall cause Distributor to be named as an additional named insured.



 



    	9



    




10. SUPPLIER’S INTELLECTUAL PROPERTY.



 


		10.1	Distributor acknowledges and
                                         agrees that, subject to the terms of the License Agreement, Chiquita and/or Supplier
                                         maintain sole and exclusive ownership of all trade secrets, trade names, trademarks,
                                         trade dress, copyrights, logo types, commercial symbols, patents, or similar rights or
                                         registrations, branding labels and designs used on, or in connection with, the Products
                                         now or hereafter held or applied for in connection therewith (collectively, the “Supplier
                                         IP”). Distributor acknowledges and agrees that the Supplier IP, and the goodwill
                                         associated therewith, are the sole and exclusive property of Chiquita and/or Supplier
                                         and, subject to the terms of the License Agreement, may be used by Chiquita, Supplier
                                         and their affiliates for any purpose. Supplier grants Distributor the limited, nontransferable
                                         right, during the Term, to use the Supplier Intellectual Property solely to promote the
                                         goodwill and sale of the Products in the Territory and solely in accordance with the
                                         terms of this Agreement. Any use of the Supplier Intellectual Property by Distributor
                                         shall be to promote the Products in the best possible manner as determined by Supplier
                                         in its sole discretion (subject to the input of Chiquita), and may be terminated by Supplier
                                         at any time in the Supplier’s sole discretion.



 


		10.2	Other than as expressly set
                                         forth in Section 10.1 hereof, as of the date hereof, Distributor has no right, title
                                         or interest, and during the Term, Distributor shall not acquire any right, title or interest
                                         of any kind or nature whatsoever in or to the Supplier IP, or the goodwill associated
                                         therewith. Distributor shall not contest the rights of Chiquita, Supplier or its affiliates
                                         in respect of the Supplier IP, including any additions or improvements to the Supplier
                                         Intellectual Property by whomever developed; Distributor hereby waives any claim Distributor
                                         may have, arising under any law or in equity, with respect to the Supplier IP.



 


		10.3	Distributor hereby agrees that
                                         it shall not use any other trademark, service mark, trade name, logo, symbol or device
                                         in combination with the Supplier IP, other than as may be required by Applicable Law.
                                         In addition, Distributor hereby further agrees that it shall not use any configuration,
                                         mark, name, design, logo, insignia, mascot or other designation confusingly similar to
                                         the Supplier IP (or which might be considered a variation or alteration of the Supplier
                                         IP), either during or after the Term.



 


		10.4	Distributor acknowledges that
                                         the Supplier IP is subject to rescission pursuant to the terms of the License Agreement,
                                         in each case, in the reasonable judgment of Chiquita. In connection therewith, Distributor
                                         hereby agrees that (i) Chiquita’s rescission of any or all of Supplier’s
                                         right to license the Supplier IP to Distributor as set forth herein shall not constitute
                                         a breach of this Agreement, (ii) Distributor shall reasonably cooperate with Supplier
                                         in an effort to continue the distribution of the Products notwithstanding any such rescission
                                         by Chiquita (e.g., modifying marketing materials, recalling existing marketing materials,
                                         etc.), and (iii) Supplier shall not owe Distributor any sums or payments in connection
                                         with any such rescission by Chiquita.



 


		10.5	The Provisions of this Section 10 shall survive the termination
                                         of this Agreement.



 


11.
NON-COMPETITION – Distributor hereby agrees that (i) during the Term and for a period of six 
(6) months subsequent to the date of termination of this Agreement, Distributor shall not
engage in the sale, distribution, marketing, advertisement or transfer of, to the general public or to any retail establishment,
any Competing Product, unless the Distributor is already contractually obligated to carry line extensions and (ii) during the
Term and for a period of two (2) years subsequent to the date of termination of this Agreement, neither Distributor, nor any of
Distributor’s owners, successors, assigns, licensees or affiliated entities, shall engage in the sale, distribution, marketing,
advertisement or transfer of, to the general public or any retail 



    	10



    

establishment,
any product manufactured, distributed or licensed for distribution by Chiquita and/or its affiliated entities or licensees (each,
a “Chiquita Product”). A breach of the foregoing shall be deemed a material breach of this Agreement. Additionally,
Supplier shall have all rights and remedies afforded to it at law or in equity, including, but not limited to, injunctive relief,
to enforce or prevent a violation of this Section 11 as there are no other adequate remedies available to Supplier and a violation
of this Section by Distributor shall cause irreparable harm to Supplier. Distributor represents that as of the date hereof Distributor
does not market and/or distribute any Competing Products or Chiquita Products in the Territory. 


 


		12.	TERM 
                                         – The initial term of this Agreement
                                         shall be deemed to commence on the Effective Date and shall continue in full force and
                                         effect for one (5) years, unless earlier terminated in accordance with the terms of this
                                         Agreement, including, without limitation, Section 13 below (the “Term”).
                                         Thereafter, the Term shall automatically renew and continue on a year to year basis until
                                         and unless terminated as set forth herein. Notwithstanding the foregoing, Distributor
                                         acknowledges and agrees that this Agreement may be terminated by the Supplier at any
                                         time in accordance with Section 13 of this Agreement. 



 


13. TERMINATION .
 


 


13.1  This Agreement
may be terminated with cause as follows:


 


(a)               
 Supplier may terminate this Agreement with cause in the event of a material breach
by Distributor of any provisions of this Agreement. With the exception of Section 13.2 hereof for which no cure period is required,
Supplier shall provide Distributor with written notice, which notice shall (i) indicate the nature of such cause for termination,
and (ii) provide Distributor an opportunity to cure such breach within thirty (30) days of Distributor’s receipt of such
written notice. If the Distributor shall have failed to cure said breach within said thirty (30) days of written notice, then
this Agreement shall be deemed terminated at the expiration of the aforementioned thirty (30) day period.


 


(b)              
 Distributor may terminate this Agreement with cause in the event of a material breach
by Supplier of any provisions of this Agreement. Distributor shall provide Supplier with written notice, which notice shall (i)
indicate the nature of such cause for termination, and (ii) provide Supplier an opportunity to cure such breach within thirty
(30) days of Supplier’s receipt of such written notice. If the Supplier shall have failed to cure said breach within said
thirty (30) days of written notice, then this Agreement shall be deemed terminated at the expiration of the aforementioned thirty
(30) day period. In the event Supplier is terminated by Distributor with cause hereunder, such termination shall not terminate
Distributor’s obligation to pay Supplier for all Product previously shipped or charged by Supplier, or ordered by Distributor.



 


13.2  This Agreement may be
terminated by Supplier with cause immediately in the event of:


 


		a)	the
                                         liquidation or dissolution or notice thereof of Distributor's business;



		b)	an
                                         assignment by Distributor for the benefit of creditors;



		c)	the
                                         filing of a voluntary or involuntary petition under the provisions of the United States
                                         Bankruptcy Code or the appointment of a receiver for the property of Distributor, the
                                         filing of which remains uncontested and undischarged by Distributor at the end of thirty
                                         (30) days after such filing;



		d)	Distributor
                                         failing, or being unable to, pay its obligations as they become due;




    	11



    
		e)	a
                                         breach of Section 17.2 (assignment) by Distributor; 



		f)	Distributor
                                         failing to meet the Minimum Purchase Commitment; 



		g)	Distributor
                                         failing to sell any Products for more than thirty (30) days; 



		h)	Distributor
                                         taking any action that negatively affects the goodwill or reputation of the Supplier
                                         or its Products;



		i)	Distributor
                                         failing to pay any sums to Supplier when due;



		j)	Distributor
                                         selling the Products outside the Territory in violation of Sections 2.2 and 8.1 of this
                                         Agreement;



		k)	Distributor
                                         failing to provide the reports and other information as required in Section 3.6 of this
                                         Agreement, which failure remains uncured following forty eight (48) hours written notice
                                         from Supplier (email being sufficient); and/or



		l)	Distributor’s
                                         misuse of the Supplier IP in violation of this Agreement, including, without limitation,
                                         Section 3.4 and/or Section 10.



 


		13.3	IN THE EVENT THIS AGREEMENT IS
                                         TERMINATED BY SUPPLIER WITH CAUSE, OR IN THE EVENT THIS IS AGREEMENT IS TERMINATED PURSUANT
                                         TO SECTION 13.6 BELOW, DISTRIBUTOR SHALL NOT BE ENTITLED TO ANY AMOUNTS UNDER SECTION
                                         13.4 OF THIS AGREEMENT OR OTHERWISE.



 


		13.4	Supplier may terminate this Agreement
                                         without cause ,
                                         in its sole discretion, at any time upon sixty (60) days advanced written notice to Distributor.
                                         If Distributor is terminated by Supplier, or its successor, without cause, Supplier
                                         will pay to Distributor a termination payment (the “Termination Payment”)
                                         as follows:






 


			If this Agreement is terminated by Supplier
                                         without cause, and notice of such termination is delivered during the period:



 


(i) on or
after the Effective Date and prior to the first (1st) anniversary of the Effective Date, an amount equal to [$1.00*
multiplied by the number of Unit Cases of the Products purchased from Supplier by Distributor and sold to Accounts in the
Exclusive Territory (but not the Non-Exclusive Territory) during the twelve (12) months immediately preceding the date
of notice of termination of this Agreement (but disregarding any and all sales made prior to the establishment of an Exclusive
Territory hereunder);


 


(ii)on or
after the first (1st) anniversary of the Effective Date and prior to the second (2nd) anniversary of the
Effective Date, an amount equal to [$2.00* multiplied by the number of Unit Cases of the Products purchased from Supplier
by Distributor and sold to Accounts in the Exclusive Territory (but not the Non-Exclusive Territory) during the twelve
(12) months immediately preceding the date of notice of termination of this Agreement (but disregarding any and all sales made
prior to the establishment of an Exclusive Territory hereunder);


 


(iii)on
or after the second (2nd) anniversary of the Effective Date and prior to the third (3rd) anniversary of
the Effective Date, an amount equal to [$2.00* multiplied by the number of Unit Cases of the Products purchased from Supplier
by Distributor and sold to Accounts in the Exclusive Territory (but not the Non-Exclusive Territory) during the twelve
(12) months immediately preceding the date of notice of termination of this Agreement (but disregarding any and all sales made
prior to the establishment of an Exclusive Territory hereunder); or


 



    	12



    




(iv)on
or after the third (3rd) anniversary of the Effective Date, an amount equal to [$2.25* multiplied by the number
of Unit Cases of the Products purchased from Supplier by Distributor and sold to Accounts in the Exclusive Territory (but not
the Non-Exclusive Territory) during the twelve (12) months immediately preceding the date of notice of termination of this
Agreement (but disregarding any and all sales made prior to the establishment of an Exclusive Territory hereunder).


 


*To be negotiated and agreed
upon prior to Supplier’s establishment of an Exclusive Territory, if any, in accordance with Section 2.4 hereof. In the
event such Exclusive Territory is established by Supplier, the parties shall indicate their agreement with respect to the foregoing
dollar amounts filling in the following blanks and signing immediately below such blanks:


 


13.4(i):$____.___
(_1.00______ Dollars )


13.4(ii):$___.___
(_ 2.00________ Dollars)


13.4(iii):$_____.___
(___2,25______ Dollars)


13.4(iv):$____.___
(___2,25______ Dollars)


 


Acknowledged and Agreed:


 


Supplier: ___________________Date:
____________


 


Distributor: __________________
Date: ____________


			The parties acknowledge and agree
                                         that any Termination Payment due to Distributor hereunder (if any) shall be calculated
                                         without regard to any and all sales occurring prior to the date set forth immediately
                                         above (i.e., without regard to sales occurring prior to the establishment of an Exclusive
                                         Territory), and without regard to any sales made to Accounts in the Exclusive
                                         Territory prior to its designation as such (i.e., without regard to sales made when such
                                         Exclusive Territory was “Non-Exclusive”).



 


			



			The Termination
                                         Payment shall be due within ninety (90 )
                                         days of the effective date of such termination. The Termination Payment shall also include
                                         any outstanding monies due to Distributor by Supplier for promotional programs, co-op
                                         or otherwise, and any returns or allowances minus any outstanding monies due to
                                         Supplier from Distributor including, but not limited to, invoices due for the Products,
                                         P.O.S., repurchased Products, promotional activities (slotting, incentives, etc.), taxes
                                         or fees owed to Supplier pursuant to Section 5.2 and any other adjustments outstanding.
                                         



 


			For the avoidance of doubt, the parties
                                         acknowledge and agree that any Termination Payment due to Distributor hereunder shall
                                         be calculated without regard to sales made to Accounts in the Non-Exclusive Territory
                                         (whether by Distributor, Supplier or otherwise), and without regard to any sales made
                                         to Accounts in the Exclusive Territory prior to its designation as such (i.e., sales
                                         made when such Exclusive Territory was “Non-Exclusive”).



 



    	13



    




13.5      Supplier
may terminate Distributor’s right to distribute to all or any portion of the Non-Exclusive Territory ,
and/or any particular Account(s) located therein, without cause, in its sole discretion, at any time and from time to time,
upon written notice to Distributor. Upon any such partial or full termination of Distributor’s right to distribute to Accounts
in the Non-Exclusive Territory, (i) Supplier shall not owe Distributor any Termination Payment or other sums in connection therewith;
and (ii) the remainder of this Agreement shall remain in full force and effect until terminated in accordance with the terms of
this Agreement, including, without limitation, this Section 13. Distributor hereby waives, to the fullest extent permitted by
law, any and all claims for damages of any nature whatsoever arising from any termination of Distributor’s rights with respect
to the Non-Exclusive Territory as contemplated in this Section 13.5.


 


13.6     Notwithstanding
anything to the contrary in this Agreement, Distributor acknowledges and agrees that Supplier’s right and ability to perform
its obligations pursuant to this Agreement are contingent upon the License Agreement with Chiquita remaining in full force and
effect. In light of the foregoing, the parties hereby acknowledge and agree that in the event of a termination of the License
Agreement, this Agreement shall automatically be deemed terminated and of no further force or effect.


 


13.7     The
damages set forth in Section 13.4 are intended to cover any and all claims of any nature whatsoever arising from Supplier’s
termination of this Agreement without cause pursuant to Section 13.4 and are intended to be an absolute limitation of the
liability of Supplier. The parties agree that in the event of such a termination, it would be difficult to calculate Distributor’s
damages and the liquidated damages set forth in Section 13.4 are reasonable and do not constitute a penalty. Distributor hereby
waives to the fullest extent permitted by law, any and all other claims for damages of any nature whatsoever, in consideration
for the damage amount set forth in Section 13.4.


 


13.8      The
parties acknowledge and agree that this Agreement may be terminated only in accordance with the terms of this Section 13. Any
termination not permitted hereunder shall be deemed null and void.


 


13.9
     Upon termination of this Agreement, (i) Distributor shall immediately cease its distribution
and sale of the Products, and (ii) Supplier shall have the right, but not the obligation, to repurchase all saleable Product inventory
which has a remaining shelf life of at least six months and is not otherwise obsolete or unusable and P.O.S. materials held by
Distributor at landed net invoice prices. Distributor shall be obligated to deliver to the Supplier all such materials purchased
by the Supplier. In further consideration of the compensation payable to Distributor pursuant to this Section 13, Distributor
will (a) execute a termination agreement and general release of all claims against the Supplier relating to this Agreement, in
a form supplied by the Supplier, (b) assist in the orderly transition of the Territory to another distributor,
and (c) guarantee to Supplier that concurrently with the termination, it will furnish to
Supplier:


 



    	14



    




		a)	an
                                         itemized list of all quantities of unsold and unused Products, copyright design, marketing,
                                         advertising, and sales promotion materials designed to promote the sale of the Products
                                         and other property and material bearing the Supplier Intellectual Property located on
                                         the Distributor's premises or under the Distributor's control;



		b)	a
                                         detailed schedule enumerating all Accounts serviced by Distributor with the Products
                                         directly or indirectly; 



		c)	detailed
                                         information relating to each Account indicating servicing, prices, delivery frequency
                                         promotions and all other relevant information necessary to continue servicing said Accounts
                                         in an orderly fashion; and



		d)	any
                                         additional data or information which Supplier is obligated to provide to Chiquita under
                                         the License Agreement.



 


14. discontinuance
of PRODUCTS – Notwithstanding anything to the contrary in this Agreement, in the event that the Supplier, in
Supplier’s sole discretion, determines that the continued manufacture and sale of any Product has become commercially unfeasible
or undesirable and elects to discontinue the manufacture of said Product, upon receipt by Distributor of written notice thereof,
Distributor’s rights under this Agreement with respect to such discontinued Product shall be deemed immediately terminated.
IN THE EVENT ANY PRODUCT IS DISCONTINUED BY SUPPLIER, DISTRIBUTOR SHALL NOT BE ENTITLED TO ANY PAYMENT AMOUNTS (WITH RESPECT TO
SUCH DISCONTINUED PRODUCT) OF ANY NATURE WHATSOEVER UNDER THIS AGREEMENT OR OTHERWISE.


 


15. Indemnification.


 


		15.1	Supplier's
                                         Indemnification – Supplier shall defend,
                                         indemnify and hold harmless Distributor, its owners, officers, directors, agents and
                                         employees (“Distributor Indemnified Parties”), from and against any
                                         and all damages, liabilities, losses, costs and expenses (including, without limitation,
                                         attorneys' fees) (collectively, ”Losses”) resulting from any
                                         third party claim arising out of or in connection with any breach by Supplier of any
                                         covenant, obligation, representation or warranty contained herein, or the negligence,
                                         recklessness or willful misconduct of any Supplier Indemnified Parties (as defined below)
                                         in connection with the performance of any obligations of Supplier under this Agreement.



		15.2	Distributor's
                                         Indemnification – Distributor shall defend,
                                         indemnify and hold harmless Supplier, its owners, officers, directors, agents and employees
                                         (“Supplier Indemnified Parties”), from and against any and all Losses
                                         resulting from any third party and/or sub-distributor claim arising out of or in connection
                                         with breach by Distributor of any covenant, obligation, representation or warranty contained
                                         herein, or the negligence, recklessness or willful misconduct of any Distributor Indemnified
                                         Parties in connection with the performance of any obligations of Distributor under this
                                         Agreement.



 



    	15



    




		15.3	Procedure –
                                         Any party seeking indemnification under Section 15 of this Agreement (each, an “Indemnitee”)
                                         shall, as a prerequisite of any such claim of indemnification: (1) notify the indemnifying
                                         Party (the “Indemnitor”) in writing of any claim, or any circumstances
                                         which could foreseeably give rise to a claim, in either case, to which this Section 15
                                         may apply (a “Claim”), promptly upon becoming aware thereof; provided,
                                         however, Indemnitee’s failure to give Indemnitor such notice shall not relieve
                                         the Indemnitor of its indemnification obligation under this Agreement except to
                                         the extent that the Indemnitor is prejudiced by Indemnitee’s failure or delay in
                                         giving such notice; and (2) provide Indemnitor with the opportunity to assume and control
                                         the defense and/or settlement of any such Claim at its own expense with counsel selected
                                         by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however,
                                         that an Indemnitee shall have the right to retain its own counsel, at its own cost and
                                         expense, if representation of such Indemnitee by the counsel retained by the Indemnitor
                                         would be inappropriate due to actual or potential differing interests between such Indemnitee
                                         and any other party represented by such counsel in such proceedings. If the Indemnitor
                                         does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such
                                         Claim but shall have no obligation to do so; provided, however, the Indemnitee
                                         shall not settle or compromise any Claim without the prior written consent of the Indemnitor,
                                         and the Indemnitor shall not settle or compromise any Claim in any manner which would
                                         have an adverse effect on the Indemnitee's interests, without the prior written consent
                                         of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The
                                         Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor's expense
                                         and shall make available to the Indemnitor all pertinent information under the control
                                         of the Indemnitee, which information shall be subject to Section 7.



 


		15.4	Notification of Unauthorized
                                         Use of Supplier IP; No Prosecution – Distributor hereby agrees to notify
                                         Supplier, in writing, as soon as practicable after it becomes aware of the manufacture,
                                         distribution, sale, transshipment, advertisement or promotion of any of product containing
                                         any names, slogans, phrases, designs, materials or artwork that may constitute infringement
                                         of the Supplier IP (including, without limitation, trademark rights and copyrights).
                                         Distributor further acknowledges and agrees that it shall not commence, prosecute or
                                         institute any action or proceeding against any person, firm or entity alleging infringement
                                         or unauthorized use of the Supplier IP without the prior written consent of Supplier,
                                         which may be withheld in its sole discretion.



 


		15.5	Survival - The Provisions of this Section 15
                                         shall survive the termination of this Agreement.



 


16. REPRESENTATIONS; COVENANTS. 


 


		16.1	Distributor hereby represents
                                         and warrants to Supplier that, as of the Effective Date: (a) it is qualified and
                                         permitted to enter into this Agreement and that the terms of this Agreement do not conflict
                                         with and are not inconsistent with any other of its contractual obligations; (b) it
                                         is validly existing and in good standing under the laws of the United States, and has
                                         all necessary corporate power to perform its obligations under this Agreement and its
                                         financial resources are sufficient to enable it to perform all of its obligations under
                                         this Agreement; and (c) it has sufficient personnel and capacity to perform its
                                         obligations under this Agreement.



 


		16.2	Supplier represents and warrants
                                         to Distributor that it has all requisite corporate power and authority to enter into
                                         this Agreement. Supplier is qualified and permitted to enter into this Agreement and
                                         that the terms of this Agreement do not conflict with and are not inconsistent with any
                                         other of its contractual obligations.



 


		16.3	Distributor hereby covenants
                                         that Distributor: (a) shall store the Products in accordance with all Applicable Laws;
                                         (b) shall distribute and ship the Products within the Territory in accordance with all
                                         Applicable Law; (c) shall not sell any Product with an expired shelf life, and shall
                                         dispose of any such expired Product in accordance with all Applicable Law; (d) shall
                                         not adulterate or misbrand Products, or engage in any activity that could or does render
                                         Products adulterated or misbranded; and (e) shall maintain all necessary records for
                                         compliance with the terms of this Agreement and all Applicable Laws.



 



    	16



    




		17.	MODIFICATIONS, AMENDMENTS
                                         AND WAIVERS; ASSIGNMENT. 



 


		17.1	This Agreement may not be modified
                                         or amended, including by custom, usage of trade, or course of dealing, except by an instrument
                                         in writing signed by a duly authorized officers of both of the parties hereto. Performance
                                         of any obligation required of a party hereunder may be waived only by a written waiver
                                         signed by a duly authorized officer of the other party, which waiver shall be effective
                                         only with respect to the specific obligation described therein. The waiver by either
                                         party hereto of a breach of any obligation of the other shall not operate or be construed
                                         as a waiver of any subsequent breach of the same provision or any other provision of
                                         this Agreement.



 


		17.2	The parties hereby covenant and
                                         agree that Supplier shall be permitted to transfer or assign this Agreement to a successor-in-interest
                                         of Supplier, upon notice to, but without the consent of, Distributor.



 









		17.3	Supplier's grant of distribution
                                         rights hereunder is based upon its trust and confidence in Distributor and the current
                                         owners of Distributor. Distributor’s rights and/or obligations under this Agreement
                                         may not be transferred or assigned in any manner, voluntary or involuntary, to any other
                                         person or entity, without the prior written consent of Supplier. For purposes of this
                                         Section 17.3, a transfer or assignment shall include, but not be limited to the following:
                                         (i) gift, (ii) merger of Distributor (or any parent entity of Distributor) with any other
                                         entity, and (iii) sale, gift, transfer or issuance of more than 25% of the equity ownership,
                                         stock or assets of Distributor (or any parent entity of Distributor) to any person, persons
                                         or entities other than the current owners or their direct family. Supplier will not unreasonably
                                         withhold such consent if Distributor timely provides Supplier with all information it
                                         reasonably requires and Supplier determines that such transfer or assignment will not
                                         impair Supplier's rights or opportunities hereunder nor put Supplier at risk in any of
                                         its other business dealings. Upon any such transfer or assignment without Supplier's
                                         consent, this Agreement shall be deemed terminated “with cause” by Supplier,
                                         without notice and without opportunity to cure.



 


		18.	RECALL – If any
                                         government agency requires the recall of any Products or packaging, or if Chiquita and/or
                                         the Supplier determine that any Products and/or packaging should be recalled or should
                                         be withdrawn from distribution and sale, for any reason, then (i) the Distributor shall
                                         immediately turn over to Supplier all sales records, tracking data and other information
                                         relating to the distribution of the recalled Products and/or packaging, (ii) the Distributor
                                         shall refrain from making any comments, statements, releases or other communications
                                         to the media or press with respect to such recall (whether electronic, written, verbal
                                         or otherwise), and (iii) the Supplier and the Distributor shall coordinate the immediate
                                         cessation of sale and distribution and the recall or withdrawal, as determined by Chiquita
                                         and/or the Supplier to be necessary, of all such Products and/or packaging from the Territory.
                                         If determined by Chiquita and/or the Supplier to be necessary or advisable, the Distributor
                                         and the Supplier shall also cooperate to recall or reacquire the applicable Products
                                         or packaging from any purchaser thereof; provided, however, that any disposal
                                         or destruction of such recalled Products or packaging shall be conducted in accordance
                                         with Chiquita’s instructions related thereto. In no event shall the Distributor
                                         be entitled to recover lost profits or other consequential damages as a result of any
                                         recall of the Products. If the problem at issue was caused by the Distributor, then the
                                         Distributor shall pay the costs and expenses associated with any such recall, and the
                                         Distributor shall indemnify the Supplier for all damages, costs and expenses associated
                                         with such recall, including, without limitation any damages, costs and expenses arising
                                         from Supplier’s obligations under the License Agreement.



 



    	17



    




		19.	FORCE MAJEURE – Except
                                         for payment obligations, which shall not be excused, neither party to this Agreement
                                         shall be responsible for any failure to perform due to unforeseen circumstances or to
                                         causes beyond such party’s reasonable control, including but not limited to acts
                                         of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents,
                                         strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
                                         In the event of any such delay, Supplier may defer the delivery date for a period equal
                                         to the time of such delay.



 


		20.	NOTICES – Unless
                                         otherwise specifically provided, all notices required or permitted by this Agreement
                                         shall be in writing and may be delivered personally, or may be sent by facsimile or certified
                                         mail, return receipt requested, to the following addresses, unless the parties are subsequently
                                         notified of any change of address.



 


	 	If to Supplier:	With a required copy to:
	 	 	 
	 	MOJO ORGANICS, INC.	The Giannuzzi Group LLP
	 	101 Hudson Street, 21st Floor	411 W 14th Street, 4th Floor
	 	Jersey City, New Jersey 07302	New York, New York 10014
	 	Attn: Mr. Glenn Simpson	Attn: Nicholas L. Giannuzzi, Esq
	 	Email: GlennSimpson@MojoOrganicsInc.com	Facsimile: (212) 504-2066









 


If to Distributor, to the notice address
set forth on the signature page to this Agreement.


 


Any notice shall be deemed to have
been received as follows: (i) by personal delivery, upon receipt, (ii) by facsimile, twenty four (24) hours after transmission
or dispatch, (iii) by certified mail, five (5) business days after delivery to the U.S. postal authorities by the party serving
notice. If notice is sent by facsimile, a confirming copy of the same shall be sent by mail to the same address.


 


		21.	ARBITRATION; INJUNCTIVE
                                         RELIEF – Any controversy or claim between or among the parties relating to
                                         this Agreement shall be determined by arbitration in accordance with the Arbitration
                                         Rules of American Arbitration Association. The panel shall consist of at least three
                                         (3) arbitrators. Any such arbitration hearing shall be held in New York, New York, unless
                                         the parties mutually agree otherwise. Notwithstanding the foregoing, Distributor
                                         acknowledges and agrees that Supplier would be damaged irreparably in the event Distributor
                                         fails or refuses to perform its obligations hereunder. Accordingly, Distributor agrees
                                         that Supplier shall be entitled to an injunction or injunctions to prevent breaches of
                                         the provisions of this Agreement, including without limitation Sections 2, 7, 10, 11,
                                         13, 16, 17 and18, by Distributor and to enforce specifically this Agreement and the terms
                                         and provisions hereof without bond or other security being required in any court of the
                                         United States or any state having jurisdiction, this being in addition to any other remedy
                                         to which Supplier is entitled at law or in equity.



 


		22.	GOVERNING
                                         LAW 
                                         – This Agreement shall be governed by and construed in accordance with the
                                         laws of the State of New York, without regard to conflict of law principles. 



 


		23.	Severability
                                         – In the event that any one or more of the provisions contained in this
                                         Agreement shall for any reason be held to be invalid, illegal or unenforceable in any
                                         respect in any jurisdiction, such invalidity, illegality or unenforceability shall not
                                         affect any other provision of this Agreement in any other jurisdiction, but this Agreement
                                         shall be reformed and construed in any such jurisdiction as if such invalid or illegal
                                         or unenforceable provision had never been contained herein and such provision shall be
                                         reformed so that it would be valid, legal and enforceable to the maximum extent permitted
                                         in such jurisdiction.



 



    	18



    




24. INDEPENDENT
CONTRACTORS – Distributor is an independent contractor and is engaged in its own, entirely separate business operations
over which the Supplier has no control. Neither party is granted any expressed or implied right or authority by the other party
to assume or create any obligations or responsibility on behalf the other, or to bind the other party in any manner whatsoever.
Distributor expressly acknowledges and agrees that the Supplier has not given the Distributor any power or authority to enter
into any type of agreement on behalf of the Supplier or which would legally bind the Supplier. Distributor acknowledges that it
is solely responsible for all sales and marketing efforts determined appropriate for the performance of its obligations hereunder
and acknowledges that neither this Agreement nor the relationship created hereby is that of a franchisor-franchisee relationship.


 


		25.	MUTUAL LIMITATION ON DAMAGES
                                         – In no event shall either party hereto have any obligation or liability for
                                         incidental, special or consequential damages arising out or in connection with this Agreement.
                                         



 


		26.	ENTIRE AGREEMENT –
                                         This Agreement together with the Exhibits attached hereto, constitute the entire
                                         understanding and contract between the parties and supersedes and all prior and contemporaneous,
                                         oral or written representations, communications, understandings, and agreements between
                                         the parties with respect to the subject matter hereof. The parties acknowledge and agree
                                         that neither of the parties is entering into this Agreement on the basis of any representations
                                         or promises not expressly contained herein.



 


[remainder of page intentionally left blank;
signature page follows]


 


 


 


 


 


 


 






    	19



    

 




IN WITNESS WHEREOF, the parties hereto
have caused this Distribution Agreement to be duly executed by their duly authorized representatives as of the Effective Date.


 


Supplier


 


mojo organics, inc.


 


 


By: ____________________________


Name:


Title:


 


 


 


 


Distributor


 


Exact legal name of Distributor:


 


Great State beverages Inc_____________________________


 


 


 


By: ____________________________


Name: Ronald Fournier


Title:Vice president Sales


 


Notice Address:


 


1000 Quality Dr Hooksett


NH___________________________P.O


Box16550_


____________________________


 


Attn: _Ron


Fournier______________________


Facsimile: ___________________


 




    	20



    

EXHIBIT
A


 


Products and Pricing


 


[Note: To be provided by Supplier.]


 


The following products shall be sold to Distributor
by Supplier for resale in the Territory:


 


	Product
    Name	UPC
    code	Pricing*

        (per Unit Case)

	 	 	$
	 	 	$
	 	 	$
	 	 	$


 


 


*All prices are delivered to the Distributor’s warehouse
and are subject to change with thirty (30) days written notice to Distributor.


 


A minimum order for the Products may be specified on Supplier’s
invoice from time to time.




    	21



    

EXHIBIT B


 


Excluded Accounts


 


[Note:
To be provided by Supplier.]


 


 


Supplier and/or its agents (and not Distributor)
shall have the exclusive right to service the following Accounts in the Territory:


 


		·	__Associated
                                         Grocers of New England



		·	__Walmart____________________



		·	__Target____________________



		·	______________________



		·	______________________



		·	______________________



 


Supplier shall not owe
Distributor any Invasion Fee for any Products sold or distributed to any Excluded Accounts.


 


The foregoing list of
Excluded Accounts may be amended by the parties from time to time.


 




    	22



    

EXHIBIT C


Sales
and Marketing Plan


Minimum Purchase
Commitment *


 


In addition to Distributor’s
obligation to use its best efforts to actively and aggressively market the Products to all available customers within the Territory,
Distributor agrees to purchase and distribute the following “Minimum Purchase Commitment” of the Products for
sale in the Territory, which amounts the parties hereby acknowledge and stipulate are fair and commercially reasonable.


 


	Measurement
    Period	Applicable
    Territory (or Portion thereof)	No.
    of Unit Cases
	 	 	 
	YEAR
    1	NH/MASS	5,000/30.000
	YEAR
    2 	NH/MASS	10,000/60.000
	YEAR
    3	NJ/MASS	10,000/60,000


 


*To be negotiated by the parties from time
to time.


 


For each calendar year
after the first anniversary of the Effective Date, the parties shall negotiate the Minimum Purchase Commitment, on or prior to
the expiration of the preceding calendar year, based upon then current market conditions, including categories growth, population
size, per-capita sales volume and comparative analysis to other territories.


 


In the event that an agreement
cannot be reached, the Minimum Purchase Commitment for each subsequent year (until an agreement is reached) shall be deemed 20%
higher than the Minimum Purchase Commitment for the previous year or 120% of Distributor’s actual purchases of Unit Cases
of Product in the previous year, whichever is greater. Notwithstanding the foregoing, the parties covenant and agree the in the
event an agreement cannot be reached with respect to the 2014 calendar year, the Minimum Purchase Commitment shall be deemed to
be 120% of Distributor’s actual purchases of Unit Cases of Product during the period in which the Agreement has been effective
extrapolated over a twelve month period.


 


Marketing Funding and Co-ops


 


1. Provided that Distributor is
in compliance with this Agreement, Supplier and Distributor each agree to fund the following items as stated below, in all cases
subject to mutual written agreement to specific programs:


 


		A.	Distributor
                                         Sales Incentives - 50 / 50;



		B.	Cooler
                                         Programs – 60 (Distributor) / 40 (Supplier), provided that the coolers are used
                                         solely for the Product; and



		C.	Discounts
                                         to retail, slotting fees or free goods for authorization – 50 / 50, based on Supplier’s
                                         suggested wholesale prices. All samples that are taken from a Distributor's building
                                         need to have a signature on record. Invoices without signatures will not be approved 
                                         both parties must mutually agree to this.



 


None of the foregoing credits,
rebates or similar amounts (collectively, “Billbacks”) shall be payable by the Supplier to the Distributor unless
it is supported by customer-level detail and the amount of such Billback has been mutually agreed upon by the Supplier and the
Distributor.


 


2. To facilitate sales to certain Accounts, Distributor
agrees that Supplier may establish pricing to such Accounts at a reduced margin to Distributor. The minimum margin to such Accounts
will be agreed upon annually by the parties.





3.
Distributor’s failure to comply with any of the provisions of this Marketing Plan or failure to achieve any of the purchase
or distribution goals set forth herein shall constitute a material breach of this Agreement and give rise to termination of this
Agreement by Supplier “with cause ”.



 


 



    	23



    







 


EXHIBIT D


 


Section 1


 


Exclusive Territory*


 


Subject to the terms of this Agreement, Distributor
shall be the exclusive beverage distributor of the Products in the following geographic area(s):


 


NONE


 


To be established by Supplier from time to
time in its sole discretion in accordance with Section 2.4 of this Agreement.


 


 


 



 


Section 2 


 


Non-Exclusive Territory*


 


[Note: To be provided by Supplier.]


 


Subject to the terms of this Agreement, Distributor
shall be the non-exclusive beverage distributor of the Products in the following geographic area(s):


 


In the states of:


 


___________________________;


___________________________;


___________________________;


___________________________;


___________________________;


___________________________;


*For the avoidance of doubt, the parties acknowledge
and agree that: (i) Supplier shall have the right to terminate Distributor’s right to distribute Products to Accounts in
all or any portion of the Non-Exclusive Territory (or with respect to any particular Account(s) therein), at any time, for any
or no reason; (ii) Supplier shall not owe Distributor any Invasion Fee for any Products sold or distributed to Accounts in the
Non-Exclusive Territory (whether by Supplier or otherwise); and (iii) any Termination Payment due to Distributor hereunder shall
be calculated without regard to sales made to Accounts in the Non-Exclusive Territory, nor any sales made to Accounts in the Exclusive
Territory prior to its designation as such (i.e., sales made when such Exclusive Territory was “Non-Exclusive”).













    	24