STOCK OPTION AGREEMENT


 


AGREEMENT,
made as of the 14th day of August, 2014 by and between Mojo Organics, Inc., a Delaware corporation (“Company”),
and _____________ (“Employee”).


WHEREAS,
pursuant to the terms and conditions of the Company’s 2012 Long-Term Incentive Equity Plan (“Plan”), the Board
of Directors of the Company (“Board”) authorized the grant to the Employee of an option (“Option”) to purchase
an aggregate of _______ shares of the authorized but unissued common stock of the Company, $0.001 par value (“Common Stock”),
conditioned upon the Employee’s acceptance thereof upon the terms and conditions set forth in this Agreement and subject
to the terms of the Plan (capitalized terms used herein and not otherwise defined have the meanings set forth in the Plan); and


WHEREAS,
the Employee desires to acquire the Option on the terms and conditions set forth in this Agreement and subject to the terms of
the Plan;


IT IS AGREED:


1.                 
Grant of Stock Option. The Company hereby grants to the Employee the right and option
to purchase all or any part of an aggregate of ___________ shares of the Common Stock (“Option Shares”) on the terms
and conditions set forth herein and subject to the provisions of the Plan.


2.                 
Non-Incentive Stock Option. The Option represented hereby is not intended to be an
Option that qualifies as an “Incentive Stock Option” under Section 422 of the Internal Revenue Code of 1986, as amended.


3.                 
Exercise Price. The exercise price (“Exercise Price”) of the Option is
$0.255 per share, subject to adjustment as hereinafter provided.


4.                 
Exercisability. Subject to the terms and conditions of the Plan and this Agreement,
this Option shall become exercisable (a) on February 14, 2015, _____ of the Option Shares shall become exercisable; (b) on August
14, 2015, _____ of the Option Shares shall become exercisable; (c) on February 14, 2016, _____ of the Option Shares shall become
exercisable; and (d) on August 14, 2016 the remaining _____ Option Shares shall become exercisable (the “Exercise Period”).


5.                 
Effect of Termination of Employment.


5.1.           
Termination Due to Death. If Employee’s employment by the Company terminates
by reason of death, the portion of the Option, if any, that was exercisable as of the date of death may thereafter be exercised
by the legal representative of the estate or by the legatee of the Employee under the will of the Employee, for a period of six
months from the date of such death or until the expiration of the Exercise Period, whichever period is shorter. The portion of
the Option, if any, that was not exercisable as of the date of death shall immediately terminate upon death.


5.2.           
Termination Due to Disability. If Employee’s employment by the Company terminates
by reason of Disability, the portion of the Option, if any, that was exercisable as of the date of termination of employment may
thereafter be exercised by the Employee or legal representative for a period of six months from the date of such termination or
until the expiration of the Exercise Period, whichever period is shorter. The portion of the Option, if any, that was not exercisable
as of the date of disability shall immediately terminate upon disability.


5.3.           
Termination Due to Retirement. If Employee’s employment by the Company terminates
due to Normal Retirement, then the portion of the Option that was exercisable as of the date of termination of employment may be
exercised for a period of six months from the date of such termination or until the expiration of the Exercise Period, whichever
is shorter. The portion of the Option not yet exercisable on the date of termination of employment shall immediately expire.


5.4.           
Termination by the Company Without Cause. If Employee’s employment is terminated
by the Company without cause, then the portion of the Option which has vested by the date of termination of employment may be exercised
for a period of three months from termination of employment or until the expiration of the Exercise Period, whichever is shorter.
The portion of the Option, if any, not yet exercisable on the date of termination of employment shall immediately expire.


5.5.           
Other Termination.


5.5.1.     
If Employee’s employment is terminated for any reason other than (i) death, (ii)
Disability, (iii) Normal Retirement, or (iv) without cause by the Company, the Option shall expire on the date of termination
of employment.


5.5.2.     
In the event the Employee’s employment is terminated by the Company for cause, the Board,
in its sole discretion, may annul any award granted hereunder and require the Employee to return to the Company the economic benefit
of any Option Shares purchased hereunder by the Employee within the six month period prior to the date of termination. In such
event, the Employee hereby agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value
of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six
month period) and the Exercise Price of such Shares. 


5.6.           
Competing With the Company. If Employee’s employment with the Company or a Subsidiary
is terminated for any reason whatsoever, and within 12 months after the date thereof such Employee either (i) accepts employment
with any competitor of, or otherwise engages in competition with, the Company or any of its Subsidiaries, (ii) solicits any customers
or employees of the Company or any of its Subsidiaries to do business with or render services to the Employee or any business with
which the Employee becomes affiliated or to which the Employee renders services or (iii) uses or discloses to anyone outside the
Company any confidential information or material of the Company or any of its Subsidiaries in violation of the Company’s
policies or any agreement between the Employee and the Company or any of its Subsidiaries, the Board, in its sole discretion, may
require such Employee to return to the Company the economic value of any award that was realized or obtained by such Employee at
any time during the period beginning on the date that is six months prior to the date such Employee’s employment with the
Company is terminated. In such event, Employee agrees to remit the economic value to the Company in accordance with Section 5.5.2.


6.                 
Withholding Tax. Not later than the date as of which an amount first becomes includible
in the gross income of the Employee for Federal income tax purposes with respect to the Option, the Employee shall pay to the Company,
or make arrangements satisfactory to the Board regarding the payment of, any Federal, state and local taxes of any kind required
by law to be withheld or paid with respect to such amount (“Withholding Tax”). The obligations of the Company under
the Plan and pursuant to this Agreement shall be conditional upon such payment or arrangements with the Company and the Company
shall, to the extent permitted by law, have the right to deduct any Withholding Taxes from any payment of any kind otherwise due
to the Employee from the Company.


7.                 
Adjustments. In the event of any change in the shares of Common Stock of the Company
as a whole occurring as the result of a common stock split, or reverse split, common stock dividend payable on shares of Common
Stock, combination or exchange of shares, or other extraordinary or unusual event occurring after the grant of the Option, the
Board shall determine, in its sole discretion, whether such change equitably requires an adjustment in the terms of this Option
or the aggregate number of shares reserved for issuance under the Plan. Any such adjustments will be made by the Board, whose determination
will be final, binding and conclusive.


8.                 
Method of Exercise.


8.1.           
Notice to the Company. The Option shall be exercised in whole or in part by written
notice in substantially the form attached hereto as Exhibit A directed to the Company at its principal place of business accompanied
by full payment as hereinafter provided of the exercise price for the number of Option Shares specified in the notice and of the
Withholding Taxes, if any.


8.2.           
Delivery of Option Shares. The Company shall deliver a certificate for the Option Shares
to the Employee as soon as practicable after payment therefor.


8.3.           
Payment of Purchase Price.


8.3.1.     
Cash Payment. The Employee shall make cash payments by wire transfer, certified or
bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates
for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.


8.3.2.     
Cashless Payment. Provided that prior approval of the Company has been obtained, the
Employee may use Common Stock of the Company owned by him or her to pay the purchase price for the Option Shares by delivery of
stock certificates in negotiable form which are effective to transfer good and valid title thereto to the Company, free of any
liens or encumbrances. Shares of Common Stock used for this purpose shall be valued at the Fair Market Value on the date of exercise.



8.3.3.     
Payment of Withholding Tax. Any required Withholding Tax may be paid in cash or with
Common Stock in accordance with Sections 8.3.1 and 8.3.2.


8.3.4.     
Exchange Act Compliance. Notwithstanding the foregoing, the Company shall have the
right to reject payment in the form of Common Stock if in the opinion of counsel for the Company, (i) it could result in an
event of “recapture” under Section 16(b) of the Securities Exchange Act of 1934; (ii) such shares of Common Stock
may not be sold or transferred to the Company; or (iii) such transfer could create legal difficulties for the Company.


9.                 
Transfer. Except as may be set forth in the next sentence of this Section or in the
Agreement, the Stock Option shall not be transferable by the Employee other than by will or by the laws of descent and distribution,
and the Option shall be exercisable, during the Employee’s lifetime, only by the Employee (or, to the extent of legal incapacity
or incompetency, the Employee’s guardian or legal representative).


10.             
Company Representations. The Company hereby represents and warrants to the Employee
that:


(i)                
the Company, by appropriate and all required action, is duly authorized to enter into this
Agreement and consummate all of the transactions contemplated hereunder; and


(ii)              
the Option Shares, when issued and delivered by the Company to the Employee in accordance
with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.


11.             
Employee Representations. The Employee hereby represents and warrants to the Company
that:


(i)                
he or she is acquiring the Option and shall acquire the Option Shares for his own account
and not with a view towards the distribution thereof;


(ii)              
he or she has received a copy of the Plan as in effect as of the date of this Agreement;


(iii)            
he or she has received a copy of all reports and documents required to be filed by the Company
with the Securities and Exchange Commission pursuant to the Exchange Act, within the last 24 months and all reports issued by the
Company to its stockholders;


(iv)            
he or she understands that he or she is subject to the Company’s Insider Trading Policy
and has received a copy of such policy as of the date of this Agreement;


(v)              
he or she understands that he or she must bear the economic risk of the investment in the
Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (“1933 Act”)
or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for
sale under the 1933 Act;


(vi)            
in his or her position with the Company, he or she has had both the opportunity to ask questions
and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and
conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess
such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained
pursuant to clause (iii) above;


(vii)          
he or she is aware that the Company shall place stop transfer orders with its transfer agent
against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided
herein; and


(viii)        
if, at the time of issuance of the Option Shares, the issuance of such shares have not been
registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends:


“The shares represented
by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares
may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.”


“The shares represented
by this certificate have been acquired pursuant to a Stock Option Agreement dated as of August 14, 2014, a copy of which is on
file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."


12.             
Restriction on Transfer of Option Shares. Anything in this Agreement to the contrary
notwithstanding, the Employee hereby agrees that he or she shall not sell, transfer by any means or otherwise dispose of the Option
Shares acquired by him or her without registration under the 1933 Act, or in the event that they are not so registered, unless
(i) an exemption from the 1933 Act registration requirements is available thereunder, (ii) the Employee has furnished
the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem
such proposed transfer to be so exempt, and (iii) such transfer is in compliance with the Company’s Insider Trading Policy,
as in effect at such time.


13.             
Miscellaneous.


13.1.       
Notices. All notices, requests, deliveries, payments, demands and other communications
which are required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or
sent by registered or certified mail, or by private courier to the parties at their respective addresses set forth herein, or to
such other address as either party shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder
when delivered or mailed as provided herein.


13.2.       
Conflicts with the Plan. In the event of a conflict between the provisions of the Plan
and the provisions of this Agreement, the provisions of the Plan shall in all respects be controlling.


13.3.       
Employee and Stockholder Rights. The Employee shall not have any of the rights of a
stockholder with respect to the Option Shares until such shares have been issued after the due exercise of the Option. Nothing
contained in this Agreement shall be deemed to confer upon Employee any right to continued employment with the Company or any subsidiary
thereof, nor shall it interfere in any way with the right of the Company to terminate Employee in accordance with the provisions
regarding such termination set forth in Employee’s written employment agreement with the Company, or if there exists no such
agreement, to terminate Employee at will. 


13.4.       
Waiver. The waiver by any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any other or subsequent breach.


13.5.       
Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. This Agreement may not be amended except by writing executed by the Employee and the
Company.


13.6.       
Binding Effect; Successors. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and, to the extent not prohibited herein, their respective heirs, successors, assigns and representatives.
Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided
above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.


13.7.       
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware (without regard to choice of law provisions).


13.8.       
Headings. The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.


 


IN WITNESS WHEREOF,
the parties hereto have signed this Agreement as of the day and year first above:


 


	MOJO ORGANICS, INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[OFFICER OF DIRECTOR]:	 
	 	 









 




    	 



    	 



    

EXHIBIT A


 


FORM OF NOTICE OF EXERCISE OF OPTION


 


____________________


DATE


 


MOJO ORGANICS, INC.


101 Hudson Street 21st Floor


Jersey City, New Jersey


Attention: Chief Executive Officer


 


 


Re:Purchase of Option Shares


 


Gentlemen:


 


In accordance with my Stock Option Agreement dated as of 
with Mojo Organics, Inc. (“Company”), I hereby irrevocably elect to exercise the right to purchase _________ shares
of the Company’s common stock, par value $0.001 per share (“Common Stock”), which are being purchased for investment
and not for resale.


 


As payment for my shares, enclosed is (check
and complete applicable box[es]):


 


		☐	a [personal check] [certified check] [bank check] payable to the order of “Mojo Organics, Inc.” in the sum of $_________;



 


		☐	confirmation of wire transfer in the amount of $_____________; and/or



 


		☐	with the consent of the Company, a certificate for __________ shares of the Company’s Common Stock, free and clear of
any encumbrances, duly endorsed, having a Fair Market Value (as such term is defined in the 2012 Long-Term Incentive Equity Plan)
of $_________.



 


I hereby represent and warrant to, and agree
with, the Company that:


(i)                
I am acquiring the Option Shares for my own account, for investment, and not with a view towards
the distribution thereof;


(ii)              
I have received a copy of the Plan and all reports and documents required to be filed by the
Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its
stockholders;


(iii)            
I understand that I must bear the economic risk of the investment in the Option Shares, which
cannot be sold by me unless they are registered under the Securities Act of 1933 (“1933 Act”) or an exemption therefrom
is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act;


(iv)            
I agree that I will not sell, transfer by any means or otherwise dispose of the Option Shares
acquired by me hereby except in accordance with Company’s policy, if any, regarding the sale and disposition of securities
owned by employees and/or directors of the Company; 


(v)              
in my position with the Company, I have had both the opportunity to ask questions and receive
answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions
of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information
or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant
to clause (ii) above;


(vi)            
my rights with respect to the Option Shares shall, in all respects, be subject to the terms
and conditions of the Company’s 2012 Long-Term Incentive Equity Plan and the Agreement.


(vii)          
I am aware that the Company shall place stop transfer orders with its transfer agent against
the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein;
and


(viii)        
if, at the time of issuance of the Option Shares, the issuance of such shares have not been
registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends:


 


“The shares represented by this certificate have
been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred
in the absence of such registration or an exemption therefrom under said Act.”


 


“The shares represented by this certificate have
been acquired pursuant to a Stock Option Agreement dated as of , a copy of which is on file with the Company, and may
not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."


 


(ix)I am aware and understand that I may
be subject to an Insider Trading Policy.


 


Kindly forward to me my certificate at your earliest convenience.


 





	Very truly yours,	 	 
	 	 	 
	(Signature)	 	(Address)
	 	 	 
	(Print Name)	 	 
	 	 	 
	 	 	(Social Security Number)