STOCK RELEASE AGREEMENT


 


Ladies and Gentlemen:


 


This Stock
Release Agreement (this “Agreement”) is made and entered into effective when
executed by the parties hereto whose signatures are provided for on the signature pages hereof (the “Effective
Date”) by and between Stevia First Corp., a Nevada corporation (the “Company”), and the undersigned.
The undersigned irrevocably agrees that, from the Effective Date until February 28, 2017 (such period, the “Restriction
Period”), the undersigned will not, except as specified herein, offer, sell, contract to sell, hypothecate, pledge or
otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any
Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in
respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to (any of
the foregoing transactions, a “Transfer”), any shares of common stock, par value $0.001 per share (“Common
Stock”), of the Company or any debt, preferred stock, right, option, warrant or other instrument or security of the Company
or any subsidiary that is at any time convertible into or exercisable or exchangeable for Common Stock that are beneficially owned,
held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer
instructions preventing the transfer agent of the Company from effecting any actions in violation of this Agreement.


 


In addition,
the undersigned warrants that during the Restriction Period, the undersigned will not enter into any transaction or series of transactions
that would result in the undersigned owning 10% or more of the outstanding Common Stock of the Company. The undersigned agrees
to provide notice to the Company of any such transactions and acknowledges that if any such transactions occur, that no Transfers
under the terms of this Agreement will be effectuated from the date of such notice until the undersigned’s ownership of the
Common Stock is less than 10% of the outstanding Common Stock of the Company.


 


Notwithstanding
the foregoing, starting on the later of March 28, 2014, or the Effective Date, and on each monthly anniversary of March 28, 2014,
during the Restriction Period, the undersigned shall have the right to Transfer up to 1/36 of the shares of Common Stock held by
the undersigned as of the Effective Date, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after January 28, 2014 (the “Shares”), such that
the number of Shares that will become available for Transfer shall accumulate on a monthly basis until the undersigned has the
right to Transfer 100% of the Shares on February 28, 2017. The undersigned agrees further not to Transfer more than 1/36 of the
Shares during any one (1) month period during the Restriction Period. Such Transfers shall be made in accordance with the instructions
provided by the undersigned on Schedule A hereto. In addition, the undersigned may transfer any portion of the Shares in any number
of transactions during the Restriction Period, provided, however, that the transferee in any such transaction must agree to the
terms of this Agreement, and if such transferee is an Affiliate, the transferee will not be allowed to transfer any of the Shares
on any monthly anniversary of this Agreement, as specified above, until the monthly anniversary that is more than six (6) months
following such transfer.


 






    	 



    	 



    

 


As used in
this Agreement, “Affiliate” means any person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under
the Securities Act of 1933, as amended.


 


The undersigned
acknowledges that the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned
hereby represents that the undersigned has the power and authority to execute, deliver and perform this Agreement and that the
undersigned has received adequate consideration therefor.


 


Notwithstanding anything
to the contrary set forth herein, this Agreement shall in all respects amend, restate, supersede and replace in its entirety that
certain Lock-Up Agreement by and between the Company and the undersigned dated on or around October 28, 2012. This Agreement may
not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This
Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles
of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court
sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of
any suit, action or proceeding arising out of or relating to this Agreement, and hereby waives, and agrees not to assert in any
such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit,
action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The
undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to it at the address in the Company’s records and agrees that such service
shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial
by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 


By its signature below,
the Company hereby acknowledges and agrees that, reflecting this Agreement, it will provide stop-transfer instructions prohibiting
the Company’s transfer agent from effecting any Transfers in violation of this Agreement. This Agreement shall be binding
on successors and assigns of the undersigned with respect to the Securities.


 


 


*** SIGNATURE PAGE FOLLOWS***


 






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This Agreement may
be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.


 


 


_________________________


Name of Shareholder


 


_________________________


Date


 


 


 


_________________________


Signature of Shareholder or Authorized
Signatory of Shareholder


 


_________________________


Name of Authorized Signatory of Shareholder


 


Address for Notice:


 


 


 


 


 


Facsimile Number: ___________________________


 


 





 






Number of shares of Common Stock beneficially
owned by the Shareholder as of the date of the Agreement


 





 






Number of shares of Common Stock subject
to warrants, options, debentures or other convertible securities beneficially owned by the Shareholder outstanding as of the date
of the Agreement


 


By signing below, the
Company agrees to enforce the restrictions on transfer set forth in this Agreement.


 


STEVIA FIRST CORP.


 


By: _________________________________


Name:


Title:


Date:


 






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Schedule A


 


ISSUANCE INSTRUCTIONS


 


To:stevia
first corp. 


 


(1)  
The undersigned hereby elects to receive the Shares of the Company pursuant to the terms of the Stock Release Agreement
as follows:


 


(a)    In the name of
the undersigned or in such other name as is specified below:


______________________________


 


(b)


 


 ̈in certificate form,
delivered to the following address:


 


     _______________________________


 


     _______________________________


 


     _______________________________


 


or


 


 ̈delivered to the following
DTC Account Number:


 


    _______________________________


 


    _______________________________


 


    _______________________________


 


 


Name of Entity:


 


 


______________________________________________


Signature of Authorized Signatory of Entity:


 


Name of Authorized Signatory:


 


Title of Authorized Signatory:


 


Date:


 


 








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