U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 10-K
 
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For Fiscal Year Ended: December 31, 2013
 
OR
 
 
o
TRANSITION REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________ to _______________
 
Commission file number: 333-148190
 
MOJO Organics, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
26-0884348
(State or other jurisdiction of
 
(IRS Employer Identification No.)
incorporation or organization)
   
 
101 Hudson Street, 21 st Floor
   
Jersey City, New Jersey
 
07302
(Address of principal executive
offices)
 
(Postal Code)
 
Registrant’s telephone number: (201) 633-6519
 
Securities registered under Section 12(b) of the Act: None           
 
Securities registered under Section 12(g) of the Act: None          
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o    No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes  x     No  ¨
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ¨     No  x
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x     No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
Large Accelerated Filer
o
Accelerated Filer
o
       
Non-Accelerated Filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨   No  x
 
As of June 30, 2013 (the last day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s common stock (based on its reported last sale price on such date of $3.25 per share) held by non-affiliates of the registrant was $22,874,267.

On April 14, 2014, there were 15,419,893 shares of the registrant's common stock, par value $0.001, issued and outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
None.
 
 
 

TABLE OF CONTENTS
 
   
 
Page
3
   
PART I
   
Item 1.
4
Item 1A.
6
Item 1B.
6
Item 2.
6
Item 3.
6
Item 4.
 
     
PART II
   
Item 5.
7
Item 6.
8
Item 7.
8
Item 7A.
10
Item 8.
10
Item 9.
11
Item 9A.
11
Item 9B.
11
     
PART III
   
Item 10.
12
Item 11.
13
Item 12.
15
Item 13.
16
Item 14.
17
     
PART IV
   
Item 15.
18
     
 
21
 
 
 
 
FORWARD -LOOKING STATEMENTS
 
This report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements using words such as “expects,” “anticipates,” “intends,” “believes” and similar language.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
 
All references in this Annual Report on Form 10-K to “MOJO,” “MOJO Organics,” the “Company,” “we,” “us” or “our” mean MOJO Organics, Inc.
 
 
3
 
PART I
 
ITEM 1.  BUSINESS
 
COMPANY OVERVIEW

Headquartered in Jersey City, New Jersey, the Company engages in product development, production, marketing and distribution of CHIQUITA TROPICALS ™. CHIQUITA TROPICALS ™ are 100% fruit juices produced under license agreement from Chiquita Brands L.L.C. (“Chiquita”).  

CHIQUITA TROPICALS ™ contain zero added sugar and no preservatives.  They are naturally low sodium, vegan, naturally gluten free, non-genetically modified and kosher. We believe such attributes are what consumers want today in a beverage. CHIQUITA TROPICALS ™ require no refrigeration before opening and, as a result of the way the juice is bottled, have a longer shelf life than most other bottled juices.

We believe in safe and sustainable corporate practices. We are proud to use Rainforest Alliance Certified fruits, which help the farmers and their families while being environmentally, socially and economically sustainable.

CURRENT OPERATIONS

Sales

CHIQUITA TROPICALS ™ 100% fruit juices first became commercially available in the New York tri-state area in late July 2013 and on Amazon.com in August 2013.   The Company currently produces four flavors: Banana Strawberry, Mango, Passion Fruit and Pineapple.

Production and Distribution

The Company sources its ingredients and packaging from multiple sources on a contract basis.  The providers of the fruits used in our juices grow on a non-genetically modified basis.  Our juices are produced without preservatives and without added sugar.  MOJO believes that these fruit sources are of high quality and are an important part of the overall taste and quality of its juice products.  The Company believes that adequate alternate suppliers exist in the event that one or more sources are unable or unwilling to provide MOJO with the fruit and ingredients needed to meet production demand.

MOJO currently produces and packages the CHIQUITA TROPICALS ™ products through production facilities and services on a contract basis.  The Company believes that its current production and packaging arrangements are adequate for current and near-term anticipated demand for its products.  An important part of the Company’s overall strategy, however, will be the expansion of production capabilities and resources.

MOJO has entered into distribution agreements with several distributors and regularly seeks to broaden its distribution channels.  The Company has engaged third party sales and marketing brokers in many areas of the country. This has resulted in the placement of CHIQUITA TROPICALS ™ in hundreds of retail outlets. The Company also intends to sell directly to retailers, including large chain stores.

Intellectual Property

On August 15, 2012, the Company entered into a license agreement with Chiquita (the “License Agreement”) for the use of Chiquita’s marks in the manufacture, sale, promotion, marketing, advertising and distribution of certain fruit juice products in select containers.  The License Agreement grants the Company an exclusive license in Connecticut, New Jersey and New York and a non-exclusive license for all of the states in the United States not included in the exclusive license, plus Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua.  

The term of the License Agreement is for seven years from July 2013, (the date we first invoiced customers for products sold under the License Agreement), subject to the Company meeting certain minimum sales volume and/or minimum royalty payments.  Termination of the License Agreement could have a material and adverse impact on the Company’s business.
 
 
Competition

The juice beverage market is highly competitive.  Competitors in our market compete for brand recognition, ingredient sourcing, qualified personnel and product shelf space.  As a developing company, a majority of our competitors are more established and better capitalized than us.  The juice beverage market is generally dominated by the largest beverage providers, including The Coca-Cola Company and PepsiCo, Inc.  Many of our competitors enjoy significant brand recognition and consumer confidence and are able to readily secure shelf space and media attention for their products.  Many of our competitors also have existing relationships with the same distribution channels and retailers through which we sell our products.   We intend to compete in the market by offering consumers affordable products that taste better and possess a longer shelf life than most products in the market.

Government Regulation

Juice products are governed by the U.S. Food and Drug Administration.  As such, it is necessary for the Company to establish, maintain and make available for inspection records as well as to develop labels (including nutrition information) that meet legal food labeling requirements.  The Company’s contracted production facilities are subject to many regulations, including Food Facility Registration, recordkeeping, Good Manufacturing Practice Requirements, reporting, preventive controls and inspections.

Employees

As of April 14, 2014, the Company had two full-time employees.  The Company mitigates the need for a production staff by using a third-party facility to produce its juice.  The Company has contracted with food brokers to represent our CHIQUITA TROPICALS ™ to retail stores nationally.  In certain regions of the United States, we utilize the services of direct sales and distribution companies that sell our products in their distribution channels.  This mitigates the need for a large sales and merchandising force.  The Company also outsources it logistics to third-parties, which eliminates the need for employees to perform these roles.
 
CORPORATE HISTORY AND DEVELOPMENT

The Company was incorporated in the State of Delaware on August 2, 2007 under the name MOJO Shopping, Inc. for the purpose of developing an online retail business focused on marketing merchandise to young professionals. On April 28, 2011, the Company changed its name to MOJO Ventures, Inc.  On May 13, 2011, the Company closed a merger with Specialty Beverage and Supplement, Inc., a privately held Nevada corporation (“Specialty Beverage”), pursuant to which Specialty Beverage merged with and into SBSI Acquisition Corp., a Nevada corporation and our wholly-owned subsidiary (“SBSI”). Specialty Beverage, incorporated in the State of Nevada on April 3, 2008, was engaged in the development of beverage products and vitamin supplements, such as energy drinks, sports drinks, wellness beverages, ready-to-drink iced teas and vitamin enhanced children’s drinks.

The Company entered into a split-off agreement dated October 27, 2011 (“Split-Off”) with a newly organized, wholly owned subsidiary MOJO Organics Operating Company, Inc., a Delaware corporation then-known as MOJO Organics, Inc., SBSI and certain stockholders of the Company (“Buyers”).  In the Split-Off, all of the issued and outstanding shares of capital stock of SBSI were assigned and transferred to the Buyers in exchange for the Buyers surrender to the Company of an aggregate of 2,330,775 shares of its common stock, par value $0.001 per share (“Common Stock”), for cancellation.  Such shares represented approximately 38% of the issued and outstanding shares of the Common Stock prior to the Split-Off.  In the Split-Off, SBSI assigned to the Company SBSI’s Dispensing Cap and Pinch assets (including all related intellectual property) and retained all of its other assets and all liabilities, including its (and the Company’s former) principal office and distribution facilities in Holbrook, New York, as well as the Company’s other former subsidiary, Graphic Gorilla LLC. MOJO’s management has determined that the Dispensing Cap technology and brand name Pinch do not have viable commercial value and, as a result, the Company has no current plans to market or use these assets.

On December 28, 2011, we changed our name to MOJO Organics, Inc. to better reflect our focus on the natural and organic beverage markets.

The Company effected a one-for-ten reverse stock split (“Reverse Split”) of the issued and outstanding shares of Common Stock on April 1, 2013. The number of authorized shares and the par value of our Common Stock were not changed. All share references in this report have been restated to reflect the Reverse Split.
 
 
ITEM 1A.   RISK FACTORS
 
Not applicable.
 
ITEM 1B.   UNRESOLVED STAFF COMMENTS
 
Not applicable.
 
ITEM 2.  PROPERTIES
 
The Company maintains office space in Jersey City, NJ.  The Company leases the space from a third-party on a month-to-month basis at a current rate of $1,147 per month.
 
ITEM 3.  LEGAL PROCEEDINGS
 
No legal or governmental proceedings are presently pending or, to our knowledge, threatened, to which we are a party.
 
ITEM 4.  MINE SAFETY DISCLOSURE
 
Not applicable.
 
 
PART II
 
ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
The Company’s Common Stock is currently quoted on the OTC Pink® Marketplace under the symbol “MOJO.”
 
For the period from January 1, 2012 to December 31, 2013, the following table sets forth the high and low closing bid prices by quarter, based upon information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:

   
High *
   
Low *
 
2013
           
Fourth Quarter
 
$
3.10
   
$
1.86
 
Third Quarter
 
$
5.20
   
$
1.40
 
Second Quarter
 
$
3.25
   
$
0.59
 
First Quarter
 
$
0.85
   
$
0.45
 
                 
2012
               
Fourth Quarter
 
$
0.76
   
$
0.32
 
Third Quarter
 
$
0.80
   
$
0.20
 
Second Quarter
 
$
2.90
   
$
0.45
 
First Quarter
 
$
1.90
   
$
0.70
 

* The Reverse Split took place in April 2013.  All of the share prices in the above table have been adjusted to reflect this 1-for-10 transaction.
 
Holders
 
As of April 14, 2014, there were 15,419,893 shares of Common Stock issued and outstanding held by 114 shareholders of record.
 
Dividends
 
The Company has never declared any cash dividends with respect to its Common Stock. Future payment of dividends is within the discretion of the Board of Directors and will depend on earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay dividends on its Common Stock, the Company presently intends to retain future earnings, if any, for use in the business and has no present intention to pay cash dividends on its Common Stock.
 
Recent Sales of Unregistered Securities
 
There were no sales of unregistered securities during the quarter ended December 31, 2013 other than the following: 

On October 3, 2013, the Company entered into two separate advisor agreements, pursuant to which the Company agreed to issue an aggregate of 417,204 shares of Common Stock as payment for services to be rendered thereunder.  As to one advisor agreement, the Company issued 50,000 shares of Common Stock to vest six months following the issuance of such shares.  As to the other advisor agreement, the Company issued an aggregate of 367,204 shares of Common Stock, pursuant to which agreement 200,000 of such shares were initially subject to forfeiture until certain performance objectives are met.  As of December 31, 2013, certain of the performance objectives have been met, such that only 100,000 of such shares remain subject to forfeiture.  Such shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Act.

On December 4, 2013, the Company issued an aggregate of 5,412 shares of Common Stock to a consultant of the Company as payment of consulting fees for services provided in October (2,644 shares at $2.25 per share) and November (2,768 shares at $2.15 per share).  In January 2014, the Company issued 2,520 shares of Common Stock to this consultant as payment of consulting fees for services provided in December (at $2.50 per share).  Shares due in payment of such fees for each month were valued at the last sale price of the Company’s Common Stock on the last trading day of the subject month in accordance with the consultant’s agreement with the Company and vest after six months.  Such shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Act.  
 
 
On December 4, 2013, the Company issued an aggregate of 15,664 shares of Common Stock to its chief executive officer as payment for amounts of the officer’s base salary due and owing under the employment agreement for the months of October (8,222 shares at $2.25 per share) and November (7,442 shares at $2.15 per share).  In January 2014, the Company issued an additional 7,400 shares of Common Stock to its chief executive officer for base salary due for December (at $2.50 per share).  The shares were valued at the last sale price of the Company’s Common Stock on the last trading day of the subject month and vest after six months.  Such shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Act.
 
Also on December 4, 2013, the Company granted an aggregate of 608,441shares of Common Stock to its chief executive officer, directors and a special advisor under the Company’s 2012 Long-Term Equity Incentive Plan (“2012 Plan”).  Such shares are subject to a Restricted Stock Agreement between each grantee and the Company, pursuant to which such shares will vest on December 4, 2014 provided the grantee is still an employee, director or consultant of the Company (as applicable).  Such shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Act.

On December 26, 2013, the Company issued 15,000 shares of Common Stock in consideration of the extension of repayment of a promissory note.  Such shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Act.

In January 2014, the Company issued 5,077 shares to one of its employees as payment in lieu of cash due to such employee for outstanding wages earned in 2013.  Such shares were valued at the last sale price of the Company’s Common Stock on the last trading day of the year.  Such shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Act.

ITEM 6.  SELECTED FINANCIAL DATA
 
Not applicable.
 
ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. MD&A is organized as follows:
 
 
·
Critical Accounting Policies — Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
 
 
·
Results of Operations — Analysis of our financial results comparing the year ended December 31, 2013 to 2012. Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity.
 
This report includes a number of forward looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.  You should not place undue certainty on these forward looking statements, which apply only as of the date of this annual report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
 
Critical Accounting Policies
 
We have prepared our financial statements in conformity with accounting principles generally accepted in the United States, which requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. We base these significant judgments and estimates on historical experience and other applicable assumptions we believe to be reasonable based upon information presently available. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Actual results could materially differ from our estimates under different assumptions, judgments or conditions.
 
 
All of our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, to our financial statements, included elsewhere in this Annual Report. We have identified the following as our critical accounting policies and estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions, judgments or conditions.
 
We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our financial statements:
 
Use of Estimates — The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Stock-based Compensation — ASC Topic 718, “ Accounting for Stock-Based Compensation ” prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights.

ASC Topic 718 requires employee compensation expense to be recorded using the fair value method. The Company accounts for employee stock based compensation in accordance with the provisions of ASC Topic 718. For non-employee options and warrants, the company uses the fair value method as prescribed in ASC Topic 718.
 
Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company uses the Black-Scholes option-pricing option model to value its stock option awards which incorporate the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life.
 
Fair Value of Financial Instruments — Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments without extended maturities. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts.
 
Recent Accounting Pronouncements
 
Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company's present or future financial statements.
 
Results of Operations
 
Years Ended December 31, 2013 and 2012

Revenues
The Company commenced production of CHIQUITA TROPICALS ™ in June 2013 and began selling its products in late July 2013 in the New York tri-state area.  Revenues from its four exotic juices for the year ended December 31, 2013 were $159,144. The Company had no revenues for the year ended December 31, 2012.

Cost of Revenues
Cost of Revenues includes production costs and raw material costs.  For the year ended December 31, 2013, cost of revenues was $139,741, or 88% of sales.

Operating Expenses
For the year ended December 31, 2013, operating expenses were $2,791,761, an increase of $1,193,695 or 75% over operating expenses for the year ended December 31, 2012 of $1,598,066.  This increase was primarily the result of our launching commercial operations in the year ended December 31, 2013 and consisted primarily of  increases in (a) advisory service fees and consulting fees, which were paid in stock, with the vested portion thereof having a fair market value of $964,162 for the year ended December 31, 2013 as compared to $157,500 during the year ended December 31, 2012,  (b) marketing, promotional, licensing and related fees, which were $381,081 for the year ended December 31, 2013 as compared to zero during the year ended December 31, 2012 and  (c) salaries and related payroll fees, which were $321,622 during the year ended December 31, 2013 as compared to $81,839 during the year ended December 31, 2012.
 
 

Liquidity and Capital Resources
 
Liquidity

During the year ended December 31, 2013, the Company received cash proceeds of $412,134 from the sale of its Series A Preferred Stock.  In addition, cash proceeds of $448,681 were realized as a result of the Company’s private placement offering in May and June 2013.  The aggregate amount realized from these two offerings was $860,815.  The Company utilized the majority of these funds for the development and production of its first production runs, as well as to promote and market the business.  Additionally, the Company used some of the funds for administrative costs, including legal fees, audit fees and compensation costs.

Subsequent to the year ended December 31, 2013, the Company received additional cash proceeds of $1,835,000 from the sale of Common Stock and warrants to purchase Common Stock in concurrent private placements consummated in March 2014. See Note 10 to the Consolidated Financial Statements for additional information about this transaction.
 
Working Capital Needs
 
As a result of the financing in March 2014, the Company believes it has sufficient cash to fund the operations of the Company for the next twelve months.  Our business prospects are difficult to predict, however, due to our limited operating history.   Our auditors have included an explanatory paragraph in their report on our consolidated financial statements relating to the uncertainty of our business as a going concern, due to our limited operating history and our lack of historical profitability.
 
ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
Not applicable.
 
ITEM 8.   FINANCIAL STATEMENTS
 
The audited financial statements are included beginning immediately following the signature page to this report. See Item 15 for a list of the financial statements included herein.
 
 
ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
ITEM 9A.       CONTROLS AND PROCEDURES
 
  Disclosure Controls and Procedures

  Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Under the supervision and with the participation of the Company’s senior management, consisting of  the Company’s principal executive and financial officer and the Company’s principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, the Company’s principal executive and financial officer and the Company’s principal accounting officer concluded, as of the Evaluation Date, that the Company’s disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting
 
The management of MOJO Organics, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework . Based on this evaluation, our officers concluded that, during the period covered by this annual report, our internal controls over financial reporting were operating effectively.
 
As previously reported, the Company does not have an audit committee and is not currently obligated to have one. Although it remains management’s view that such a committee is an important internal control over financial reporting, management does not believe that the lack of an audit committee could result in a material misstatement in the Company’s financial statements in the near future. Accordingly, management has concluded that this deficiency alone does not constitute a material weakness in the Company’s internal control over financial reporting, and has considered the foregoing in its determination that the Company’s internal controls over financial reporting and its disclosure controls and procedures were effective as of the Evaluation Date.

Attestation Report

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as such report is not required for non-accelerated filers.

Changes in Internal Control over Financial Reporting
 
There was no change in our internal controls over financial reporting during the year ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
 
ITEM 9B.  OTHER INFORMATION
 
Not applicable.
 
 
PART III
 
ITEM 10.      DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
  Executive Officers and Directors
 
Below are the names and certain information regarding our current executive officers and directors:
  
Name
 
Age
 
Title
 
Date First Appointed
Glenn Simpson
 
61
 
Chief Executive Officer, Chairman and Director
 
October 27, 2011
             
Jeffrey A. Devlin
 
67
 
Director
 
January 27, 2012
             
Richard X. Seet
 
47
 
Director, Executive Vice President (October 1, 2012 – March 31, 2013)
 
May 9, 2012
             
Peter Spinner
 
44
 
Director
 
March 17, 2014

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Biographical information of each current officer and director is set forth below.
 
Glenn Simpson is Chairman of the Board of Directors and Chief Executive Officer of the Company.  Mr. Simpson joined the Company in October 2011.  He has extensive experience in the beverage industry.   Mr. Simpson was Vice President and Chief Financial Officer of Coca-Cola Bottlers, Inc. in Tashkent, Uzbekistan from 1995 to 2000.  His primary responsibilities included corporate strategy and supervision of bottling and distribution operations.  His accomplishments included growing revenues from a base at $5 million to over $160 million annually.  The company was awarded “Bottler of the Year” by The Coca-Cola Company for two consecutive years under his leadership based upon product quality and revenue growth. From 2009 to 2011, Mr. Simpson was engaged in beverage projects on a consulting basis in Russia and Afghanistan.  Mr. Simpson is a Certified Public Accountant and holds an MBA from Columbia University School of Business.
 
Jeffrey A. Devlin has served on the Board of Directors of the Company since January 2012. Mr. Devlin has over 25 years of advertising and business development experience.  Since 2002, Mr. Devlin has been an Executive Producer and Partner of Original Films, a well-known film and television production company.  Mr. Devlin also currently serves as Senior Vice President of production and integrated programming for Arkleus Broadcasting Corp. and as a director of XA Experiential Agency. He has held various other executive and creative positions over the course of his advertising career, including launching the introduction of Diet Coke for The Coca-Cola Company.  Mr. Devlin currently serves on the board of directors of a number of private organizations, as well as on the board of directors of two publicly traded companies: CMG Holdings and Location Based Technologies, Inc.  Mr. Devlin received a Bachelor’s degree from Bethel University.
 
Richard X. Seet has served on the Board of Directors of the Company since May 2012.  Mr. Seet also served as our Executive Vice President from October 2012 through March 2013.  Since 1999, Mr. Seet has served as Chairman of RXS Enterprises, LLC. There he founded three media companies, all backed by major private equity firms or strategic industry investors.  From 1995 to 1999, he was a principal with the Carlyle Group.  From 1996 to 1999, Mr. Seet served as an Advisory Director of Kerry Beverages Limited, a joint venture between the Kerry Group and the Coca-Cola Company. The company operated a network of eleven bottling plants throughout China. As a Research Associate at Harvard Business School, Mr. Seet authored two case studies examining the competitive strategies of Coke and Pepsi in China and India.  He serves on the board of directors of several privately held companies.  Mr. Seet received his Bachelor of Science degree from the Massachusetts Institute of Technology and his PhD in molecular genetics from Harvard University.
 
Peter Spinner joined the Board of Directors of the Company in March 2014.  He is the founder and managing director of Wyatts Torch Equity Partners LP, (“Wyatts”), a family business focused on public and private investments in the food and beverage industry. As General Partner and Portfolio Manager of Wyatts since 2011, Mr. Spinner is responsible for investing the assets of the Partnership.   From 2009 until Wyatts was founded in 2011, Mr. Spinner was the managing partner of Ardent Asset Management, a money management firm based in New York City.  From 2000 to 2009, Mr. Spinner was a portfolio manager and an equity analyst at Trellus Capital Management focusing on technology, media and telecommunications. During his tenure at Trellus Capital Management, assets under management expanded from $100 million to $2 billion. Prior thereto, Mr. Spinner has also previously served as an analyst and portfolio manager at Irvine Capital and Forstmann, Leff Associates. He began his career at Salomon Brothers Inc. in the equity trading division. Mr. Spinner received his undergraduate degree from Franklin and Marshall College and his MBA from Fordham University.
 
 
Board Committees
 
The Company has not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations. Our three directors perform all functions that would otherwise be performed by committees. Given the present size of our board it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Shareholder Communications
 
Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations.
 
Code of Ethics
 
We have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We believe that the Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. To request a copy of the Code of Ethics, please make written request to our Company at 101 Hudson Street, 21 st Floor, Jersey City, New Jersey 07302.
 
Compliance with Section 16(a) of the Exchange Act
 
Our Common Stock is not registered pursuant to Section 12 of the Exchange Act. Accordingly, our officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

ITEM 11.   EXECUTIVE COMPENSATION
 
The following table sets forth information concerning the total compensation paid or earned by each of our named executive officers (as defined under SEC rules).
            
Summary Compensation Table
 
Name and Principal Position
 
Year
 
Salary
   
Stock Awards
   
Option Awards
   
Total
 
(a)
 
(b)
 
($) (c)
   
($) (e)
   
($) (f)
   
($) (j)
 
Glenn Simpson
 
2013
  $ 222,000 (1)   $ 663,148 (3)   $ 48,301 (5)   $ 933,449  
Chief Executive Officer and Chairman
 
2012
  $ 55,000 (2)   $ 641,999 (4)     -     $ 696,999  

The Summary Compensation Table omits columns for Bonus (d), Non-Equity Incentive Plan Compensation (g), Non-Qualified Deferred Compensation Earnings (h) and All Other Compensation (i) as no such amounts were paid to the named executive officer during the fiscal years ended December 31, 2013 or 2012.

 
(1)
In lieu of a cash payment of $55,000 of salary earned during the first quarter of 2013, Mr. Simpson elected to receive shares of Series A Convertible Preferred Stock (“Preferred Stock”) at a price of $4.00 per share pursuant to the terms of an Amended and Restated Securities Purchase Agreement described in Note 8 to the Consolidated Financial Statements included in this Form 10-K.  Each share of Preferred Stock was convertible into a number of shares of Common Stock determined by dividing $4.00 by the conversion price of $0.40.  Mr. Simpson made such election on March 29, 2013.  Mr. Simpson received 13,750 shares of Preferred Stock for this election, which were later converted into 137,500 shares of Common Stock.

 
In a separate private placement commenced by the Company in May 2013, Mr. Simpson elected to convert $20,000 of unpaid salary into 50,000 shares of Common Stock, at a price of $0.40 per share on the same terms as the other investors in the offering.
 
 
In addition to the aforementioned items, Mr. Simpson agreed to accept shares of Common Stock in lieu of a cash payment of his base salary equal to $88,000 in 2013.  Accordingly, Mr. Simpson was issued 37,637 shares of Common Stock, which were issued based upon the last sales price of the Common Stock on the last trading day of the month for which base salary was owed.
 
 
 
(2)
In lieu of a cash payment of $55,000 of  salary earned during 2012, Mr. Simpson elected to receive shares of Preferred Stock at a price of $4.00 per share pursuant to the terms of the Amended and Restated Securities Purchase Agreement described in Note 8 to the Consolidated Financial Statements included in this Form 10-K.  Each share of Preferred Stock was convertible into a number of shares of Common Stock determined by dividing $4.00 by the conversion price of $0.40.  Mr. Simpson made such election on March 29, 2013.  Mr. Simpson received 13,750 shares of Preferred Stock for this election, which were later converted into 137,500 shares of Common Stock.

 
(3)
On December 4, 2013, pursuant to the Company’s 2012 Plan, the Company issued 308,441 shares of restricted Common Stock valued at the then fair market value of $2.15 per share.  In accordance with the provisions of ASC Topic 718, compensation expense of $663,148 is recorded over the vesting period of the shares.

 
(4)
On May 21, 2012, the Company issued 2,365,815 shares of restricted Common Stock valued at the then fair market value of $1.40 per share.  In accordance with the provisions of ASC Topic 718, compensation expense is recorded over the vesting period of the shares.

 
(5)
On July 1, 2013, the Company granted Mr. Simpson incentive stock options to purchase 100,000 shares of Common Stock pursuant to the 2012 Plan.  The exercise price of the options is $2.07 per share.  The options become exercisable July 1, 2014 and expire July 1, 2015.
 
The Company has no other plans in place and has never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Employment Agreements
 
The Company entered into an employment agreement with Glenn Simpson on March 1, 2013 (the “Employment Agreement”). In his capacity as Chief Executive Officer and Chairman, he is entitled to a monthly salary of not less than $18,500 and an annual bonus based upon performance goals established and approved by the Board of Directors.  The Employment Agreement term ends on February 28, 2018.  The Employment Agreement may be terminated prior to such date, however, upon Mr. Simpson’s death, disability, by the Company for Cause (as defined in the Employment Agreement), by Mr. Simpson for Good Reason (as defined in the Employment Agreement) and voluntary termination by Mr. Simpson other than for Good Reason upon 30 days’ notice.  Upon termination by the Company for any reason other than Cause or by Mr. Simpson for Good Reason, Mr. Simpson will receive any accrued but unpaid salary through the date of termination and an amount equal to his salary at the time of termination payable for the remainder of the then-current term.  Upon termination by reason of Mr. Simpson’s death or disability, he will receive any accrued but unpaid salary through the date of termination and an amount equal to his salary at the time of termination payable for 1 year beginning 30 days after the date of termination.  Upon termination by the Company for Cause or voluntarily by Mr. Simpson for other than Good Reason, he will receive only accrued but unpaid salary through the date of termination.
 
Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding stock options held by our named executive officer at December 31, 2013.

 
   
Option awards
 
Stock awards
 
Name
(a)
 
Number of securities underlying unexercised options (#) unexercisable
(c)
   
Option exercise price
($)
(e)
 
Option expiration date
(f)
 
Number of shares or units of stock that have not vested (#)
(g)
   
Market value of shares of units of stock that have not vested ($)
(h)
 
Glenn Simpson
    100,000 (1)   $ 2.07  
July 1, 2015
    2,674,256 (2)   $ 6,685,640  

The Outstanding Equity Awards Table omits column (b) Number of securities underlying unexercised options(#) exercisable and (d) Equity incentive plan awards: Number of securities underlying unexercised unearned options related to Option Awards and columns (i) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) and (j) Equity incentive plan awards: Market of payout value of unearned shares, units or other rights that have not vested  related to stock awards, as no such awards were outstanding as of December 31, 2013.

 
(1)
The stock options become exercisable on July 1, 2014.

 
(2)
Of such shares that have not yet vested, 308,411 shares will vest on December 4, 2014.  The balance of 2,365,815 shares will vest in three equal installments on January 2, 2015, January 2, 2016 and June 30, 2016.

 
Director Compensation
 
None of the non-employee directors receive cash compensation for serving as such, for serving on committees (if any) of the Board of Directors or for special assignments. Board members are not reimbursed for expenses incurred in connection with attending meetings.  During the year ended December 31, 2013, except as set forth below, there were no arrangements that resulted in our making payments to any of our non-employee directors for any services provided to us by them as directors.

Name
(a)
 
Stock awards (1)
($)
(c)
   
Option awards (2)
($)
(d)
   
Total
($)
(h)
 
Jeffrey A. Devlin
  $ 215,000     $ 5,314     $ 220,314  
Richard X. Seet
  $ 215,000     $ 23,668     $ 238,668  

The Director Compensation Table above does not include Column (b) Fees earned or paid in cash, Column (e) Non-equity incentive plan compensation, Column (f) Nonqualified deferred compensation earnings and Column (g) All other compensation, as no such amounts are paid to directors during the year ended December 31, 2013
 
 
(1)
On December 4, 2013, the Company granted Mr. Devlin and Mr. Seet 100,000 shares each of restricted Common Stock pursuant to the 2012 Plan.  The fair market value on the grant date was $2.15 per share. These shares vest on December 4, 2014.

 
(2)
On July 1, 2013, the Company granted Mr. Devlin and Mr. Seet stock options pursuant to the 2012 Plan in the amount of 11,000 and 49,000 shares, respectively.  On the date of grant, the fair market value of the Common Stock of the Company was $1.80.  The exercise price of the stock options was calculated at 115% of the fair market value, or $2.07 per share.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of April 14, 2014 by:
 
 
·
each person or entity known by us to be the beneficial owner of more than 5% of our Common Stock;
     
 
·
each director;
     
 
·
each named executive officer; and
     
 
·
all directors and executive officers as a group.
 
Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent such power may be shared with a spouse.
 
Name Of Owner
 
Number Of
Shares Owned
 
Percentage Of
 Common Stock (1)
Glenn Simpson
Chief Executive Officer, Chairman and Director
 
3,297,665 (2)
 
21.4%
         
Jeffrey A. Devlin
Director
 
439,926 (3)
 
2.9%
         
Richard X. Seet
Director and Former Executive Vice President
 
1,437,004 (4)
 
9.3%
         
Peter Spinner
Director
 
2,456,257 (5)
 
15.2%
         
All Officers and Directors As a Group (4 persons)
 
7,630,852 (6)
 
47.2%


 
(1)
Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of April 14, 2014 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.
 
 
(2)
Includes (i) 2,365,815 shares of restricted Common Stock, which shares vest in three equal installments on January 2, 2015, January 2, 2016 and June 30, 2016; (ii)  308,441 shares of restricted Common Stock which vest on December 4, 2014 and (iii) 200,000 shares of restricted Common Stock which vest on March 17, 2015.  Does not include 100,000 shares of Common Stock underlying a stock option granted pursuant to the Company’s 2012 Plan, which option becomes exercisable in July 2014.
 
 
(3)
Includes (i) 264,925 shares of restricted Common Stock, which shares vest in three equal installments on January 2, 2015, January 2, 2016 and June 30, 2016; (ii)  100,000 shares of restricted Common Stock which vest on December 4, 2014 and (iii) 75,000 shares of restricted Common Stock which vest on March 17, 2015. Does not include 11,000 shares of Common Stock underlying a stock option granted pursuant to the 2012 Plan, which option becomes exercisable in July 2014.
 
 
(4)
Includes (i) 1,165,253 shares of restricted Common Stock, which shares vest upon achievement of performance goals; (ii) 100,000 shares of restricted Common Stock which vest on December 4, 2014 and (iii) 75,000 shares of restricted Common Stock which vest on March 17, 2015.  Does not include 49,000 shares of Common Stock underlying a stock option granted pursuant to the 2012 Plan, which option becomes exercisable in July 2014.
 
 
(5)
Includes (i) 1,648,352 shares of Common Stock held by Wyatts, an entity of which Mr. Spinner is the general partner and portfolio manager; (ii) 75,000 shares of restricted Common Stock which vest on March 17, 2015 and (iii) 732,905 shares of Common Stock underlying currently exercisable warrants held by Wyatts.
 
 
(6)
Includes (i) 4,729,434 shares of restricted Common Stock, subject to the vesting conditions described above and (ii) 732,905 shares of Common Stock underlying warrants, as described above.  Does not include stock options to purchase 160,000 shares of Common Stock, as described above.
 
Securities Authorized For Issuance Under Equity Compensation Plans
 
On February 22, 2013, the 2012 Plan was adopted by the Board of Directors, subject to stockholder approval.  MOJO stockholders approved the 2012 Plan on March 29, 2013.  The 2012 Plan provides the Company with the ability to issue stock options, stock appreciation rights, restricted stock and/or other stock-based awards for up to an aggregate of 2,050,000 shares of Common Stock.  As of April 14, 2014, (i) stock options to purchase 210,000 shares of the Company’s Common Stock and (ii) 1,073,441 shares of restricted Common Stock had been issued to directors and employees under the 2012 Plan.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
Other than as disclosed below and in this Form 10-K, there have been no transactions, since January 1, 2012, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years and in which any of our directors, executive officers or beneficial holders of more than 5% of our outstanding Common Stock, or any of their respective immediate family members, has had or will have any direct or material indirect interest.

In 2012, certain officers and directors of the Company advanced funds to the Company for payment of operating expenses.  On May 1, 2012, the Company issued a Note Payable to Mr. Simpson for $15,000 in connection with an advance. The note bore interest at a rate of 10% per annum, with a maturity date of September 15, 2013. On August 17, 2012, Mr. Seet was issued a Note Payable for $7,500, with an interest rate of 8% per annum, and a maturity date of September 15, 2013.  Mr. Simpson and Mr. Seet exchanged their notes payable for 3,750 and 1,875 shares of Preferred Stock, respectively.  The Preferred Stock subsequently converted into shares of the Company’s Common Stock.  See Note 8 to the Consolidated Financial Statements for more information about the Preferred Stock.

Prior to Peter Spinner’s appointment as a director, Wyatts, an affiliate of Mr. Spinner, purchased an aggregate of 1,648,352 shares of Common Stock and five-year immediately exercisable warrants to purchase 549,451 shares of Common Stock in the Company’s concurrent private placements consummated in March 2014.  Wyatts’ purchases were made pursuant to subscription agreements on the same terms as other investors in the concurrent offerings.  See Note 10 to the Consolidated Financial Statements included in this Form 10-K for more information about the March 2014 private placements.
 
 
Director Independence
 
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to (and we do not) have our Board of Directors comprised of a majority of “Independent Directors.”
 
Our Board of Directors has considered the independence of its directors in reference to the definition of “independent director” established by the Nasdaq Marketplace Rule 5605(a)(2). In doing so, the Board of Directors has reviewed all commercial and other relationships of each director in making its determination as to the independence of its directors. After such review, the Board of Directors has determined that Mr. Devlin and Mr. Spinner qualify as independent under the requirements of the Nasdaq listing standards.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit Fees

On April 25, 2013, Friedman LLP (“Friedman”) was dismissed as the Company's independent registered public accounting firm. As of April 25, 2013, the Company engaged Liggett, Vogt & Webb, P.A. (“LVW”) as its new independent registered public accounting firm.

The aggregate fees billed to the Company for services rendered in connection with the years ended December 31, 2013 and 2012 are set forth in the table below:
 
Fee Category
 
2013
   
2012
 
Audit fees (1)
 
$
27,500
   
$
24,000
 
Audit-related fees (2)
   
-
     
-
 
Tax fees (3)
   
-
     
-
 
All other fees (4)
   
-
     
-
 
Total fees
 
$
27,500
   
$
24,000
 
 
 
(1)
Audit fees consist of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements. For 2013, all audit fees were billed by LVW.   For 2012, audit fees represent fees billed from LVW and Friedman of $12,000 and $12,000, respectively.
 
 
(2)
Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”
 
 
(3)
Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.
 
 
(4)
All other fees consist of fees billed for all other services.
 
Audit Committee’s Pre-Approval Practice
 
We currently do not have an audit committee. Our board of directors has approved the services described above.
 
 
 
PART IV
 
ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
Financial Statement Schedules
 
The consolidated financial statements of MOJO Organics, Inc. are listed on the Index to Financial Statements on this annual report on Form 10-K beginning on page F-1.
 
Exhibits
 
The following Exhibits are being filed with this Annual Report on Form 10-K:
 
Exhibit
 No.
 
SEC Report
 Reference Number
 
Description
         
2.1
 
2.1
 
Agreement and Plan of Merger by and among Specialty Beverage and Supplement, Inc., SBSI Acquisition Corp.  and MOJO Ventures, Inc. dated May 13, 2011 (1)
         
2.2
 
2.1
 
Split-Off Agreement, dated as of October 27, 2011, by and among MOJO Ventures, Inc., SBSI Acquisition Corp., MOJO Organics, Inc., and the Buyers party thereto (2)
         
3.1
 
3.1
 
Certificate of Incorporation of MOJO Shopping, Inc. (3)
         
3.2
 
3.1
 
Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (4)
         
3.3
 
3.1
 
Certificate of Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (5)
         
3.4
 
3.4
 
Articles of Merger (1)
         
3.5
 
3.1
 
Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc. (9)
         
3.6
 
3.1
 
Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (11)
         
3.7
 
3.1
 
Amended and Restated Bylaws of MOJO Ventures, Inc. (6)
         
3.8
 
3.8
 
Amendment No. 1 to Amended and Restated Bylaws of MOJO Organics, Inc. (13)
         
10.1
 
*
 
         
10.2
 
10.6
 
2012 Long-Term Incentive Equity Plan (13)
         
10.3
 
10.7
 
Form of Stock Option Agreement under the 2012 Long-Term Incentive Equity Plan (13) †
         
10.4
 
10.8
 
Form of Indemnification Agreement with officers and directors (13)
         
10.5
 
10.1
 
Form of Promissory Note issued to OmniView Capital LLC and Paul Sweeney (11)
         
10.6
 
10.2
 
Advisor Agreement with OmniView Capital LLC (11)
         
10.7
 
10.3
 
Amended and Restated Securities Purchase Agreement (11)
         
10.8
 
10.4
 
Registration Rights Agreement (11)
         
10.9
 
10.5
 
Commitment letter executed by each of Glenn Simpson, Jeffrey Devlin and Richard Seet (11)
         
10.10
 
10.6
 
Amendment to Richard X. Seet Restricted Stock Agreement (11)
         
 
 
Exhibit
 No.
 
SEC Report
 Reference Number
 
 
Description
         
10.11
 
10.7
 
Letter Agreement relating to nominee right of OmniView Capital LLC (11)
         
10.12
 
10.1
 
 Juice License Agreement between Chiquita Brands L.L.C. and MOJO Organics, Inc. dated as of August 15, 2012 (12)
         
10.13
 
10.17
 
Form of Subscription Agreement for 2013 Offering (13)
         
10.14
 
10.18
 
Employment Agreement dated March 1, 2013 between MOJO Organics, Inc. and Glenn Simpson (13) †
         
10.15
 
*
 
         
10.16
 
*
 
         
10.17
 
*
 
         
10.18
 
*
 
         
10.19
 
*
 
         
10.20
 
*
 
         
31.1/31.2
 
*
 
         
32
 
**
 
         
101.INS
 
*
 
XBRL Instance Document
         
101.SCH
 
*
 
XBRL Taxonomy Extension Schema
         
101.CAL
 
*
 
XBRL Taxonomy Extension Calculation Linkbase
         
101.DEF
 
*
 
XBRL Taxonomy Extension Definition Linkbase
         
101.LAB
 
*
 
XBRL Taxonomy Extension Label Linkbase
         
101.PRE
 
*
 
XBRL Taxonomy Extension Presentation Linkbase
 
 
† Management compensation contract or arrangement.
* Filed herewith.
 
** Furnished herewith.  This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.


 
(1)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2011
 
 
(2)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on November 2, 2011
 
 
(3)
Incorporated by reference to the Registrant's Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with the SEC on December 19, 2007
 
 
(4)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on May 4, 2011
 
 
(5)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on January 4, 2012
 
 
(6)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 31, 2011

 
(7)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on August 12, 2011

 
(8)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on June 8, 2011
 
    
(9)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 2, 2013

 
(10)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q as an exhibit, numbered as indicated above, filed with the SEC on June 25, 2013

 
(11)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on February 1, 2013
 
 
(12)
Incorporated by reference to the Registrant’s Current Report on Form 8-K/A as an exhibit, numbered as indicated above, filed with the SEC on February 7, 2013
 
 
(13)
Incorporated by reference to the Registrant’s Current Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on September 24, 2013
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
MOJO ORGANICS, INC.
   
Dated:  April 16, 2014
By:
/s/Glenn Simpson
   
Glenn Simpson, Chief
Executive Officer and Chairman  
( Principal Executive and Principal Financial Officer)
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SIGNATURE
 
TITLE
 
DATE
         
/s/Glenn Simpson
 
Director, C hief Executive Officer and Chairman   (Principal Executive and Principal Financial Officer)
 
April 16, 2014
Glenn Simpson
       
         
/s/Marianne Vignone
 
Controller (Principal Accounting Officer)
 
April 16, 2014
Marianne Vignone        
         
/s/Jeffrey A. Devlin
 
Director
 
April 16, 2014
Jeffrey A. Devlin
       
         
/s/Richard X. Seet
 
Director
 
April 16, 2014
Richard X. Seet
       
         
/s/ Peter Spinner
 
Director
 
April 16, 2014
Peter Spinner
       
 
 
PART IV - FINANCIAL INFORMATION
 
 
Page
   
F-2
   
F-3
   
F-4
   
F-5
   
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012
F-6
   
F-7
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

The Board of Directors and Stockholders
MOJO Organics, Inc.
 
We have audited the accompanying consolidated balance sheets of MOJO Organics, Inc. (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audits in accordance with standards established by the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years ended December 31, 2013 and 2012, in conformity with U.S. generally accepted accounting principles.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, the Company has incurred substantial accumulated deficits and operating losses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also discussed in Note 3. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
 
     
 
By:
/s/ Liggett, Vogt & Webb, P.A.
     
New York, NY
   
April 15, 2014
   
 
 
 
MOJO ORGANICS, INC.
Consolidated Statements of Operations
For the Years Ended December 31, 2013 and 2012
 
   
2013
   
2012
 
             
 Revenues
  $ 159,144     $ -  
                 
 Cost of Revenues
    139,741       -  
                 
 Gross Profit
    19,403       -  
                 
 Operating Expenses
               
   General and administrative
    2,791,761       1,598,066  
     Total Operating Expenses
    2,791,761       1,598,066  
                 
   Loss from Operations
    (2,772,358 )     (1,598,066 )
                 
 Other Expenses
               
   Interest expense
    1,658       5,603  
   Loss on change in fair value of derivative liabilities
    1,949       -  
     Total Other Expenses
    3,607       5,603  
                 
 Loss Before Provision for Income Taxes
    (2,775,965 )     (1,603,669 )
                 
 Provision for Income Taxes
    -       -  
                 
 Net Loss
  $ (2,775,965 )   $ (1,603,669 )
                 
 Preferred stock dividend
    158,463       -  
                 
 Net Loss available to common stockholders
  $ (2,934,428 )   $ (1,603,669 )
                 
 Net loss available to common stockholders, basic and fully diluted
  $ (0.28 )   $ (0.25 )
                 
 Basic and diluted weighted average number of common shares outstanding
    10,485,770       6,543,566  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-3
 
   MOJO ORGANICS, INC.
Consolidated Balance Sheets
As of December 31, 2013 and 2012
 
ASSETS
 
             
             
   
2013
   
2012
 
             
  CURRENT ASSETS:
           
    Cash and cash equivalents
  $ 8,080     $ 1,379  
    Accounts Receivable
    1,808       -  
    Inventory
    87,805       22,820  
    Supplier deposits
    122,305       -  
    Prepaid expenses
    17,882       5,807  
                   Total Current Assets
    237,880       30,006  
                 
    PROPERTY AND EQUIPMENT, net of accumulated depreciation
    4,470       2,243  
                 
 OTHER ASSETS
               
    Security deposit
    5,798       5,798  
                 
        TOTAL ASSETS
  $ 248,148     $ 38,047  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
  CURRENT LIABILITIES:
               
    Accounts payable and accrued expenses
  $ 289,120     $ 349,729  
    Notes payable to related parties
    24,000       187,500  
                 Total Current Liabilities
    313,120       537,229  
                 
 Commitments and Contingencies
               
                 
  STOCKHOLDERS'  DEFICIT
               
    Preferred stock, 10,000,000 shares authorized at $0.001
       par value
    -       -  
    Common stock, 190,000,000 shares authorized at $0.001
       par value , 12,631,485 and 8,551,265 shares issued and outstanding, respectively
    12,631       8,551  
    Additional paid in capital
    13,044,119       9,838,024  
    Accumulated deficit
    (13,121,722 )     (10,345,757 )
      Total Stockholders' Deficit
    (64,972 )     (499,182 )
                 
      TOTAL LIABILITIES AND  STOCKHOLDERS' DEFICIT
  $ 248,148     $ 38,047  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
   
MOJO ORGANICS, INC
Consolidated Statements of Stockholders' Deficit
For the Years Ended December 31, 2013 and 2012
 
   
Common Stock
   
Preferred Stock
             
                     
Additional
               
Additional
             
               
Common Stock
   
Paid-In
               
Paid-In
   
Accumulated
   
Stockholders'
 
   
Shares
   
Amount
   
Subscription
   
Capital
   
Shares
   
Amount
   
Capital
   
Deficit
   
Deficit
 
Balance, December 31, 2011
    3,862,035     $ 3,862     $ (1,143 )   $ 8,573,375       -     $ -     $ -     $ (8,742,088 )   $ (165,994 )
                                                                         
Issuance of restricted Common Stock:
                                                                       
Directors and Employees
    4,553,516       4,553       -       1,108,428       -       -       -       -       1,112,981  
Advisory services
    250,000       250       -       157,250       -       -       -       -       157,500  
                                                                         
Reversal of common stock subscription agreement
    (114,286 )     (114 )     1,143       (1,029 )     -       -       -       -       -  
                                                                         
Net loss
    -       -       -       -       -       -       -       (1,603,669 )     (1,603,669 )
                                                                         
Balance, December 31, 2012
    8,551,265     $ 8,551     $ -     $ 9,838,024       -     $ -     $ -     $ (10,345,757 )   $ (499,182 )
                                                                         
Issuance of restricted Common Stock:
                                                                       
Employees in lieu of salary
    42,714       43       -       100,649       -       -       -       -       100,692  
Directors and Employees, net of forfeitures
    425,253       425       -       832,714       -       -       -       -       833,139  
Advisors and Consultants
    463,463       463       -       963,699       -       -       -       -       964,162  
Private placement offering
    1,171,705       1,172       -       467,510       -       -       -       -       468,682  
                                                                         
Stock based compensation - stock options
    -       -       -       50,717       -       -       -       -       50,717  
                                                                         
Issuance of Series A Preferred Stock
    -       -       -       -       197,709       198       790,636       -       790,834  
Conversion of Series A Preferred Stock  to Common Stock
    1,977,085       1,977       -       790,806       (197,709 )     (198 )     (790,636 )     -       1,949  
                                                                         
Net loss
    -       -       -       -       -       -       -       (2,775,965 )     (2,775,965 )
                                                                         
Balance, December 31, 2013
    12,631,485     $ 12,631     $ -     $ 13,044,119       -     $ -     $ -     $ (13,121,722 )   $ (64,972 )
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
MOJO ORGANICS, INC
Consolidated Statements of Cash Flows
 For the Years Ended December 31, 2013 and 2012
 
   
2013
   
2012
 
             
 Cash flows from operating activities:
           
   Net loss
  $ (2,775,965 )   $ (1,603,669 )
                 
Adjustments to reconcile net loss to net cash used in operating activities:
         
   Depreciation
    1,442       544  
   Share-based compensation - stock options
    50,717       -  
   Stock issued to directors and employees
    833,139       1,112,981  
   Stock issued to employees in lieu of salary
    100,692       -  
   Stock issued to advisors and consultants
    964,162       157,500  
   Loss on change in fair value of derivative liabilities
    1,949       -  
                 
   Changes in assets and  liabilities:
               
  Increase in accounts receivable
    (1,808 )     -  
  Increase in inventory
    (64,985 )     (22,820 )
  Increase in supplier deposits
    (122,305 )     -  
  Increase in prepaid expenses
    (12,075 )     (5,807 )
  Increase in security deposits
    -       (5,798 )
  Increase in accounts payable and accrued expenses
    100,592       183,735  
       Net cash used in operating activities
    (924,445 )     (183,334 )
                 
 Net cash from investing activities:
               
 Purchases of property and equipment
    (3,669 )     (2,787 )
       Net cash used in investing activities
    (3,669 )     (2,787 )
                 
 Net cash from financing activities:
               
 Notes payable to related parties
    74,000       187,500  
 Issuance of preferred stock
    412,134       -  
 Issuance of common stock
    448,681       -  
               Net cash provided by financing activities
    934,815       187,500  
                 
 Net increase in cash and cash equivalents
    6,701       1,379  
                 
 Cash and cash equivalents at beginning of period
    1,379       -  
                 
 Cash and cash equivalents at end of period
  $ 8,080     $ 1,379  
                 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         
  Interest paid
  $ 7,262     $ -  
  Taxes paid
  $ -     $ -  
                 
NON CASH INVESTING AND FINANCING ACTIVITIES:
         
 Preferred stock issued for the conversion of notes payable to related parties
  $ 378,700     $ -  
 Accrued compensation converted to notes payable to related parties
  $ 178,600     $ -  
 Common stock issued for the conversion of notes payable to related parties
  $ 249,200     $ -  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
MOJO ORGANICS, INC.
Notes to Consolidated Financial Statements
 
NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

Overview
MOJO Organics, Inc. (“MOJO” or the “Company”) was incorporated in the State of Delaware on August 2, 2007.  Headquartered in Jersey City, NJ, the Company engages in the product development, production, marketing and distribution of CHIQUITA TROPICALS ™ .  CHIQUITA TROPICALS ™ are 100% Fruit Juices, produced under license agreement from Chiquita Brands L.L.C. (“Chiquita”).  The Company currently produces four exotic flavors: Banana Strawberry, Mango, Passion Fruit and Pineapple.
 
CHIQUITA TROPICALS ™ first became commercially available in the New York tri-state area in late July 2013, and is currently sold in hundreds of retail outlets and on Amazon.com.
 
Basis of Presentation
In 2012, the accompanying consolidated financial statements include the accounts of the Company and MOJO Organics Operating Company, Inc., its formerly wholly-owned subsidiary (“MOJO Operating”). All significant inter-company accounts and transactions were eliminated in consolidation.

In 2013, the Company determined that the assets assigned to MOJO Operating, including the Dispensing Cap technology and Pinch sweetener, had no economic value.  Further, MOJO Operating has been dormant subsequent to the 2011 split off transaction, through which MOJO sold a portion of its business to certain of its shareholders and was deemed to be a voided entity for regulatory purposes.  MOJO Operating will no longer be considered an entity under the Company’s control for consolidation purposes.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
Cash equivalents include investment instruments, CD’s and time deposits purchased with a maturity of three months or less.

Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or market. At December 31, 2013 and 2012, inventories consisted entirely of raw materials.
 
Supplier Deposits
Supplier Deposits consist of prepaid inventory for which the Company has not yet taken delivery.

Property and Equipment and Depreciation
Property and equipment are stated at cost.  Depreciation is computed using the straight line method over the estimated useful life of the respective assets.  Computer equipment is depreciated over a period of 3 -5 years.  Maintenance and repairs are charged to expense when incurred.  When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income.  At December 31, 2013 and 2012, accumulated depreciation related to property and equipment was $1,553 and $544, respectively.

Revenue Recognition
Revenues from sales of products are recognized at the time of delivery when title and risk of loss passes to the customer.  Recognition of revenue also requires reasonable assurance of collection of sales proceeds.

Net Loss Per Common Share
The Company computes per share amounts in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 260, “ Earnings per Share ”.  ASC Topic 260 requires presentation of basic and diluted EPS.  Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods. The conversion of Series A Preferred Stock and options was excluded from the computation of diluted shares outstanding for the year ended December 31, 2013.  The loss for the period would have had an anti-dilutive impact on the Company’s net loss per common share.
 
 
Start-Up Costs
In accordance with ASC topic 720-15, “ Start-Up Costs ,” the Company charges all costs associated with its start-up operations to income as incurred.

Income Taxes
The Company provides for income taxes under ASC topic 740, “ Income Taxes ,” which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
 
Tax returns for the years from 2009 to 2013 are subject to examination by tax authorities.

Stock-Based Compensation
ASC Topic 718, “ Accounting for Stock-Based Compensation ” prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights.

ASC Topic 718 requires employee compensation expense to be recorded using the fair value method. The Company accounts for employee stock based compensation in accordance with the provisions of ASC Topic 718. For non-employee options and warrants, the company uses the fair value method as prescribed in ASC Topic 718.

Fair value of financial instruments
The carrying amounts of financial instruments, which include accounts payable, accrued expenses and debt obligations approximate their fair values due to their short-term nature and/or variable interest rates. The Company’s debt obligations bear interest at rates which approximate prevailing market rates for instruments with similar characteristics and, accordingly, the carrying values for these instruments approximate fair value.

The Company adopted ASC Topic 820, “ Fair Value Measurement ,” which established a framework for measuring fair value and expands disclosure about fair value measurements.  ASC Topic 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes the following three levels of inputs that may be used:

 
·
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,, unrestricted assets or liabilities;

 
·
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

 
·
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company did not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2013 or 2012. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended December 31, 2013 or 2012.

New Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. For the year ended December 31, 2013, the Company incurred a net loss from continuing operations of $2,775,965.  At December 31, 2013, the Company had a working capital deficit of $75,240 and accumulated losses of $13,121,722, which includes accumulated losses from discontinued operations of $8,576,094.  
 
 
The ability of the Company to continue as a going concern is dependent upon its ability to successfully obtain and retain customers in order to achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – INCOME TAX

The Company accounts for income taxes under the assets and liability method.  Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards.  Deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are  reduced by a  valuation  allowance  when,  in the opinion  of  management,  it is more  likely  than not  that  some portion or all of the deferred  tax assets will not be realized.

The reconciliation of income taxes at the statutory rate of 34% to the provision for income taxes recorded in the Consolidated Statements of Operations is as follows:
 
   
Year ended December 31,
 
   
2013
   
2012
 
Tax benefit at federal statutory rate
    34.0 %     34.0 %
State tax expense, net of federal benefit
    5.6       5.6  
Change in valuation allowance
    (39.6 )     (39.6 )
Effective tax rate
    -       -  

The reported provision for income tax differs from the amount computed by applying the statutory income tax rates to the loss before income tax as follows:

   
Year ended December 31,
 
   
2013
   
2012
 
Income tax expense at statutory rate
  $ (1,099,282 )   $ (635,053 )
Valuation allowance
    1,099,282       635,053  
Income tax expense
  $ -     $ -  
 
Net deferred tax assets consist of the following components:

   
As of December 31,
 
   
2013
   
2012
 
Restricted Common Stock issued to directors and employees
  $ 329,923     $ 440,740  
Share-based compensation – stock options
    20,084       -  
Net operating loss carryover
    1,384,328       194,313  
Valuation allowance
    (1,734,335 )     (635,053 )
Net deferred tax asset
  $ -     $ -  

An income tax benefit has not been recognized for operating losses generated in prior periods based on uncertainties concerning the ability to generate taxable income in future periods.  At December 31, 2013, the Company had available net operating loss carry-forwards of approximately $3,986,000 which expire in various years through the year ending December 31, 2033.  Utilization of the tax loss carry-forwards are not assured, however, because the Company has incurred significant operating losses.  As a result, the deferred income tax asset arising from these net operating loss carry-forwards and from other temporary differences are not recorded in the accompanying Consolidated Balance Sheets.  Due to the uncertainty of the Company’s realization of this benefit, a valuation allowance was established to fully reserve such assets.
 
 
NOTE 5 – COMMITMENTS AND CONTINGENCIES

Lease Commitment
The Company entered into an office service agreement for office space for a term of 12 months effective April 16, 2012.  The base monthly office fee under that agreement was $2,899.  Subsequent to April 2013, the Company rented its office space on a month to month basis.

Licensing Agreement
On August 15, 2012, the Company entered into a license agreement (“License Agreement”) for the use of a third party’s marks in the manufacture, sale, promotion, marketing, advertising and distribution of certain fruit juice products in select containers. The License Agreement grants the Company an exclusive license in Connecticut, New Jersey and New York and a non-exclusive license for the other states in the United States, plus Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua. The term of the License Agreement is for seven years from July 2013 (the date that the Company first invoiced customers for products sold under the License Agreement), subject to the Company meeting certain minimum sales volume and/or minimum royalty payments. Termination of the License Agreement could have a material and adverse impact on the Company’s business.  During the year ended December 31, 2013, the accrued royalty payment due to the third party was $184,240.  Future minimum royalty payments (in thousands) are $691 for 2014, $1,265 for 2015, $1,850 for 2016, $2,611 for 2017 and $11,617 for 2018 to 2020. 

NOTE 6 – STOCKHOLDERS’ DEFICIT

The Company has authorized 10,000,000 shares of preferred stock (“Preferred Stock”) and 190,000,000 shares of common stock (“Common Stock”), each having a par value of $0.001.

  Stock Splits
On April 1, 2013, the Company effected a one-for-ten reverse stock split of the issued and outstanding shares of Common Stock (the “Reverse Split”). The number of authorized shares and the par value of the Common Stock were not changed.  The accompanying financial statements have been restated to reflect this reverse stock split.

Private Placement Offering
On May 1, 2013, the Company commenced a private placement offering of up to 1,250,000 shares of its Common Stock (the “Private Placement”) at a price of $0.40 per share pursuant to subscription agreements entered into with each investor.  As of June 18, 2013, the last date of the offering, 1,171,705 shares of Common Stock were sold, raising an aggregate of $468,681, which amount included $20,000 of notes outstanding.

Stock Incentive Plans
In March 2013, the Company approved the 2012 Long-Term Incentive Equity Plan (the “2012 Plan”), which provides the Company with the ability to issue stock options, stock appreciation rights, restricted stock and/or other stock based awards for up to an aggregate of 2,050,000 shares of Common Stock.

Restricted Stock Compensation
During the years ended December 31, 2013 and 2012, the Company issued shares of restricted Common Stock to certain of its directors, executive officers and employees.  Unvested restricted shares are subject to forfeiture.  With the exception of 1,165,251 shares which vest based upon achieving certain milestones, the Company records compensation expense over the vesting period based upon the fair market value on the date of grant for each share, adjusted for forfeitures.   

A summary of the restricted stock issuances to directors, executive officers and employees is as follows:

   
 
Number of Shares
   
Weighted Average
Grant Date Fair Value
 
Unvested share balance, January 1, 2012
    -     $ -  
   Granted
    4,553,516       1.35  
   Vested
    (100,000 )     1.30  
   Forfeited
    -       -  
Unvested share balance, December 31, 2012
    4,453,516     $ 1.35  
   Granted
    608,441       2.15  
   Vested
    (88,309 )     1.40  
   Forfeited
    (183,240 )     1.40  
Unvested share balance, December 31, 2013
    4,790,408     $ 1.45  
 
 
In connection with the issuance of restricted stock, the Company recorded share-based compensation expense of $883,139 and $1,112,981 for the years ended December 31, 2013 and 2012, respectively.  As of December 31, 2013, there was $4,961,202 of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation.  That cost is expected to be recognized during the years 2014 through 2016.

Advisory Services
On November 28, 2012, the Company entered into an agreement with an advisor to provide strategic business advisory services and assist the Company with networking and capital formation. As compensation for these services, the Company agreed to the issuance of 500,000 shares of Common Stock, 50% of which was issuable upon execution of the agreement and 50% of which was issuable upon the six month anniversary of the execution of the advisor agreement.  Accordingly, the Company issued 250,000 shares of Common Stock. The value of the stock issued was recorded in 2012, resulting in an expense of $157,500.  This advisory services agreement has since been terminated and the remaining 250,000 shares have not been, and will not be, issued. 
 
 On October 3, 2013, the Company entered into an advisor agreement whereby the Company would receive strategic business advisory services, distributorship advisory services, sales and sales channel advisory services and investor relation advisory services in exchange for the issuance of 50,000 shares of restricted Common Stock.  The Common Stock vests six months from the date of the agreement.  In connection with this issuance, the Company recorded $75,000 in consulting fees during the year ended December 31, 2013, and will record an additional $75,000 in fees in 2014.

Also on October 3, 2013, the Company entered into an agreement for strategic business advisory services, public relations services and investor relations services.  In connection with this agreement, the Company issued 167,204 shares of restricted Common Stock and recorded consulting fees of $501,612 during 2013.  The stock is fully vested. The advisor was also issued an additional 200,000 shares of restricted Common Stock, which will vest quarterly based upon the Company reaching certain market capitalization and revenue goals.  Should the Company not reach these goals, the additional shares will be forfeited.  The goals were met for the first two quarters.  As a result, 100,000 of the additional 200,000 shares vested in 2013, and the Company recorded $280,000 in consulting fees in connection with this vesting.

During the year ended December 31, 2013, the Company issued 35,000 shares of Common Stock to two firms who provided legal services to the Company in lieu of cash.  Also during 2013, the Company entered into an agreement with a consultant whereby the Company would issue stock for services in lieu of cash.  The number of shares issued is calculated monthly and based upon the last sales price of the Common Stock for the month.  The number of shares issued for the year ended December 31, 2013 was 11,263.

  NOTE 7 – STOCK OPTIONS

Stock Incentive Plans
In July 2013, the Company granted certain directors and employees of the Company stock options pursuant to the 2012 Plan to purchase 210,000 shares of Common Stock at an exercise price of $2.07 per share, which was 115% of the last sale price of the Common Stock on the date of grant. The options become exercisable in July 2014 and expire in July 2015. In connection with the stock option issuances, compensation expense of $50,717 was recorded during the year ended December 31, 2013.

The following table summarizes stock option activity under the Plans:
 
   
Number of
 shares
   
Weighted-
 average
 exercise
 price
   
Weighted-average
 remaining
 contractual term
 (in years)
 
Outstanding at December 31, 2012
   
-
   
$
-
     
-
 
Granted
   
210,000
   
$
2.07
     
-
 
Forfeited
   
-
   
$
-
     
-
 
Outstanding at December 31, 2013
   
210,000
   
$
2.07
     
0.75
 
Exercisable at December 31, 2013
   
-
   
$
-
     
-
 

As of December 31, 2013, there was $50,717 of total unrecognized compensation cost related to non-vested stock options. That cost will be recognized ratably over the first two quarters of 2014.

Aggregate intrinsic value of options outstanding and exercisable at December 31, 2013 and 2012 was $90,300 and $0, respectively.  Aggregate intrinsic value represents the difference between the Company's closing stock price on the last trading day of the fiscal period, which was $2.50 and $0.70 as of December 31, 2013 and 2012, respectively, and the exercise price multiplied by the number of options outstanding.
 
 
The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued for the years ended December 31, 2013 and 2012: 
 
   
December 31,
 
   
2013
   
2012
 
Volatility
   
81
%
   
-
 
Expected term (years)
   
1
     
-
 
Risk-free interest rate
   
0.15
%
   
-
 
Dividend yield
   
0
%
   
-
 

The exercise price grant dates in relation to the market price during 2013 and 2012 are as follows:

   
2013
   
2012
 
Exercise price lower than market price
    -       -  
                 
Exercise price equal to market price
    -       -  
                 
  Exercise price exceeded market price   $ 2.07       -  
 
NOTE 8 – SERIES A CONVERTIBLE PREFERRED STOCK

On January 12, 2013, the Company entered into an amended and restated securities purchase agreement for the offer and sale of its Series A Convertible Preferred Stock, par value $0.001 (“Series A Preferred Stock”) at a price of $4.00 per share.  In connection with the private sale of its Series A Preferred Stock, the Company raised gross proceeds of $790,834, including $378,700 from the conversion of promissory notes.  Each share of Series A Preferred Stock was convertible into 10 shares of the Company’s Common Stock determined by dividing $4.00 by the conversion price of $0.40.

The Series A Preferred Stock includes embedded anti-dilutive provisions that meet the defined criteria of a derivative liability as described in ASC Topic 815, “ Derivatives and Hedging ,” and therefore require bifurcation.  These embedded derivatives include certain conversion features indexed to the Company's Common Stock. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related items at their fair values as of the date of issue and at fair value as of each subsequent balance sheet date.   Changes in the fair value are charged to income at the end of each reporting period.
 
During the year ended December 31, 2013, a total of 197,708.5 shares of the Series A Preferred Stock had been converted into 1,977,085 shares of Common Stock. As of December 31, 2013 and 2012, there were zero shares of Series A Preferred Stock issued and outstanding.

NOTE 9 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2012, various expenses of the Company, including advances for operating purposes, were paid for or made by officers and shareholders of the Company. As of December 31, 2012, amounts due to related parties totaled $187,500 in notes payable. In January 2013, the Company received an additional advance of $50,000.  The notes bore interest at rates varying between 8% and 10% and were due on September 15, 2013.  

The notes contained a conversion feature which allowed the holders, at their sole discretion, to convert some or all of the principal amount of their note outstanding into equity or debt securities issued by the Company in connection with any offering made by the Company during the period that the principal amount of the note was outstanding.  The conversion terms would be identical to the offering terms.  On January 31, 2013, the balance of notes outstanding of $237,500 was converted into 59,375 shares of Series A Preferred Stock.  Accrued interest of $7,261 was paid to the holders of the notes.  Interest expense of $1,658 and $5,603 was charged to operations for the years ended December 31, 2013 and 2012, respectively.

During the year ended December 31, 2013, the Company issued 42,714 shares of Common Stock to employees in lieu of cash, equivalent to $100,692.  In addition, accrued salary amounting to $141,200 and $20,000 was converted into 35,300 shares of Series A Preferred Stock and 50,000 shares of Common Stock as part of the Private Placement, respectively.

In December 2013, the Company received $24,000 in non-interest bearing, demand loans from certain related parties.  The loans were repaid in full by February 2014.
 
 
NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events,” the Company evaluates events and transactions that occur after the balance sheet date for potential recognition in the consolidated financial statements. The effects of all subsequent events that provide additional evidence of conditions that existed at the balance sheet date are recognized in the consolidated financial statements as of December 31, 2013. In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred through the date these consolidated financial statements were issued. 

In March 2014, the Company consummated two concurrent private placement offerings, receiving an aggregate of $1,835,000 from accredited investors.  In one of the offerings, the Company sold an aggregate of 917,583 shares of Common Stock for $0.91 per share for a total of $835,000.  For each share purchased in this offering, investors received an immediately exercisable, five-year warrant to purchase one share of Common Stock at a price of $0.91 per share.  In the concurrent offering, the Company sold 1,098,901 shares of Common Stock for $0.91 per share for a total of $1,000,000.  The investor in the concurrent offering did not acquire warrants.

The Company issued an aggregate of 465,000 shares of Common Stock pursuant to the 2012 Plan to its employees and directors in March 2014.  The shares are subject to a restricted stock agreement, pursuant to which the shares will vest one year from the date of such agreement if the grantee is an employee or director (as applicable) of the Company at the time.  As part of the compensation package for a newly appointed director, the Company issued to an affiliate of such director warrants to purchase 183,454 shares of Common Stock, exercisable for a period of five years from the date of issuance at a price of $0.91 per share.

The Company issued 23,272 shares of Common Stock to its chief executive officer as payment of salary due for January and February 2014 in lieu of cash.  The shares were valued by the Company at the closing price of the Company’s Common Stock on the last trading day of the applicable month for which payment was due.

Also in March 2014, the Company issued warrants to purchase 13,740 shares of Common Stock at a price of $0.91 per share as well as 82,418 shares of Common Stock for advisory services.  The warrants are exercisable for five years from the date of issuance.

Finally in March 2014, the Company entered into two agreements pursuant to which the Company will receive advisory services related to strategy, distributorship, sales and sales channels and investor relations.  The Company granted to each advisor 100,000 shares of restricted Common Stock, subject to forfeiture if the advisor terminates or materially breaches the agreement before the six-month anniversary thereof.  The aggregate value of the advisory fees of $260,000 was calculated based upon the closing price of the Company’s Common Stock on the date of the agreement.  This amount will be charged to income ratably over the six month vesting period.
 
 
 
F-13
 
Exhibit 10.1
 
 
SECOND AMENDED AND RESTATED
RESTRICTED STOCK AGREEMENT

AGREEMENT made as of the 4 th day of December, 2013, by and between Mojo Organics, Inc., a Delaware corpora­tion (the “Company”), and   (the “Executive”).
 
WHEREAS, on May 21, 2012, the Company’s Board of Directors (“Board”) determined to issue to the Executive shares 1 of common stock of the Company, $.001 par value (“Shares”);
 
WHEREAS, the Company and Executive entered into a Restricted Stock Agreement, dated as of May 21, 2012 (the “Original Agreement”), setting forth the terms by which the Shares are issued to the Executive and by which they vest;
 
WHEREAS, the Company and Executive entered into an Amended and Restated Restricted Stock Agreement, dated as of April 30, 2013 (“Amended Agreement”), revising the initial vesting period of the Shares to occur on a later date than that contained in the Original Agreement; and
 
WHEREAS, potential investors in the Company have demanded that the vesting period of the Shares be modified to occur on a date later than that contained in the Amended Agreement; and
 
WHEREAS, the Company and Executive desire to amend and restate the Amended Agreement in its entirety as set forth herein
 
IT IS AGREED:
 
1.   Grant of Restricted Shares .
 
(i)   The Company hereby issues to the Executive Shares on the terms and conditions set forth herein.  All of the Shares shall be subject to forfeiture during the period terminating June 30, 2016 (“Restriction Period”).  The Shares shall be represented by three stock certificates registered in the name of the Executive, each of which shall represent 883,084 Shares.  The certificates (collectively, the “Restricted Share Certificates”) shall bear the legends set forth in Sections 5(v) and 5(vi) of this Agreement.  The Restricted Share Certificates shall be deposited by the Executive with the Company, together with stock powers endorsed in blank, which will permit transfer to the Company of all or any portion of the Shares represented by such certificates (the “Restricted Shares”) that shall be forfeited or shall not become vested in accordance with the terms of this Agreement.
 
(ii)   After issuance, the Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate purposes unless and until forfeited in accordance with the terms hereof.  The Executive shall have the right to vote such Restricted Shares, to receive and retain all cash dividends as the Board may, in its sole discretion, pay on such Restricted Shares, and to exercise all of the rights, powers and privileges of a holder of Common Stock with respect to such Restricted Shares, except that (a) the Executive shall not be entitled to delivery of the Restricted Share Certificates until the Restricted Shares represented by the Restricted Share Certificates vest in accordance with subparagraph (iii) below; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been distributed have become vested.
 
1 For the avoidance of doubt, share amounts herein have not been adjusted to account for the Company’s ten-for-one reverse stock split effected on April 1, 2013.
 
 
1
 
 
(iii)   On January 2, 2015, if the Executive is still an advisor to the Company, of the Restricted Shares and the Retained Distributions with respect thereto shall become vested.  On January 2, 2016, if the Executive is still an advisor to the Company, of the Restricted Shares and the Retained Distributions with respect thereto shall become vested.  On June 30, 2016, if the Executive is still an advisor to the Company,  of the Restricted Shares and the Retained Distributions with respect thereto shall become vested. After the date that any of the Restricted Shares become vested, upon the request of the Executive the Company shall promptly instruct its transfer agent to issue and deliver to the Executive a new certificate for the Shares that have vested, which certificate shall not bear the legend set forth in Section 5(vi). If, at any time prior to the vesting of the Restricted Shares in accordance with this Section 1(iii), the Executive’s employment with the Company is terminated, then the Restricted Shares that have not then vested (and the Retained Distributions with respect thereto) shall be forfeited to the Company and the Executive shall not thereafter have any rights with respect to such Restricted Shares.  Notwithstanding the foregoing, if Executive’s employment with the Company is terminated at any time other than by the Company for “Cause” or by the Executive without “Good Reason” (each as defined in the Executive’s employment agreement with the Company), then all of the Restricted Shares shall automatically vest.
 
(iv)   Nothing in this Agreement shall confer on the Executive any right to continue his relationship with the Company (or with any parent, subsidiary or affiliate of the Company) or limit in any way the right of the Company (or of any parent, subsidiary or affiliate of the Company) to terminate the Executive’s relationship with the Company (or with any parent, subsidiary or affiliate of the Company) at any time, with or without cause.
 
2.   Withholding Tax .  The Company shall have the right to withhold from Executive that number of Shares having a Fair Market Value (as defined below) equal to the minimum amount of any federal, state or local income and/or payroll taxes required by law to be withheld and to take such other action as the Board may deem advisable to enable the Company and Executive to satisfy obligations for the payment of withholding taxes and other tax obligations relating to the vesting of Shares.  Solely for purposes of this section, “Fair Market Value” means as of any given date: (i) if the Shares are listed on a national securities exchange or The Nasdaq Stock Market, LLC (“Nasdaq”), the last sale price of the Shares in the principal trading market for the Shares on such date, as reported by the exchange or Nasdaq, as the case may be; (ii) if the Shares are not listed on a national securities exchange or Nasdaq, but are traded in the over-the-counter market, the closing bid price for the Shares on such date, as reported by the OTC Bulletin Board or Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board shall determine, in good faith.
 
3.   Nonassignability of Restricted Shares .  The Restricted Shares shall not be assignable or transferable until they have vested.
 
4.   Company Representations .  The Company hereby represents and warrants to the Executive 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 Shares, when issued and delivered by the Company to the Executive in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.
 
5.   Executive Representations .  The Executive hereby represents and warrants to the Company that:
 
 
2
 
 
(i)   he is acquiring the Shares for his own account and not with a view towards the distribution thereof;
 
(ii)   he understands that he must bear the economic risk of the invest­ment in the Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933, as amended (“Securities Act”), or an exemption therefrom is available thereunder and that the Company is under no obli­gation to register the Shares for sale under the Securities Act;
 
(iii)   in his position with the Company, he 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;
 
(iv)   he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Shares in the absence of registration under the Securities Act or an exemption therefrom as provided herein; and
 
(v)   the certificates evidencing the Shares shall bear the following legend:
 
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT.  THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM UNDER SAID ACT.”

(vi)   the certificates evidencing the Restricted Shares shall also bear the following legend:
 
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A RESTRICTED STOCK AGREEMENT, 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.”

6.   Restriction on Transfer of Shares .  Anything in this Agreement to the contrary notwithstanding, the Executive hereby agrees that he shall not sell, transfer by any means or otherwise dispose of the Shares acquired by him without registration under the Securities Act, or in the event that they are not so registered, unless (i) an exemption from the Securities Act registra­tion requirements is available thereunder, and (ii) the Executive 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.  Further, the Executive agrees that he shall abide by all of the Company’s policies in effect at the time the Shares vest and thereafter, including the Company’s Insider Trading Policy, with respect to the ownership and trading of the Company’s securities.
 
7.   Miscellaneous .
 
7.1   Notices .  All notices, requests, deliveries, payments, demands and other communications that 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, return receipt requested, postage prepaid to the Company at its principal executive office and to the Executive at his address set forth below, 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.
 
 
3
 
 
7.2   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.
 
7.3   Entire Agreement .  This Agreement constitute 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 Executive and the Company.  The Original Agreement is superseded in all respects by this Agreement, and the Original Agreement is no longer of any effect.
 
7.4   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.
 
7.5   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).
 
7.6   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 written.


EXECUTIVE:                                                                                     MOJO ORGANICS, INC.


                                                                                                              By:                                                                                                                       
      Name:
      Title:

Address of Executive:


 
4
 
Exhibit 10.15
 
MOJO ORGANICS, INC.
 
ADVISOR AGREEMENT
 
This AGREEMENT (this “ Agreement ”) is made and entered into as of                                                                          , 2014 (the “ Effective Date ”) by and between MOJO ORGANICS, INC. , a Delaware corporation having an address of 101 Hudson Street, 21st Floor, Jersey City, New Jersey  07302 (the “ Company ”), and                       , having an address of                                       (“ Advisor ”).  Each of the Company and Advisor is sometimes referred to herein as a “Party” and collectively, the “Parties.”
 
1.   Advisor’s Duties .  The Company hereby engages the Advisor to advise the Company on the matters attached hereto as Exhibit A .
 
2.   Reasonable Time and Effort Required .  From time to time during the engagement hereunder, Advisor shall devote such time, interest, and good faith effort to the performance of this Agreement as may be fair and reasonable in light of the advice required by the Company and the other work load of Advisor in his business activities outside of his service to the Company.
 
3.   Place of Engagement .   Advisor shall perform the services required at locations to be mutually determined.  The Advisor acknowledges that the Company may from time to time require Advisor to travel temporarily to various locations on the Company’s business within reasonable limits.
 
4.   Salary; Expenses .  Advisor shall receive no compensation for his efforts in the form of cash salary.  Advisor shall not be reimbursed or credited for any expenses unless such expenses were approved in writing by the Company prior to incurrence of same.  Any approved expenses are referred to here in as the “Approved Expenses.”
 
5.   Restricted Stock .  As compensation for his efforts and advice during the engagement hereunder Advisor (or his designee) shall be issued   shares of restricted common stock (the “Shares”), such Shares to be held in escrow by the Company until   at which time the Shares shall vest and be released from escrow.  Such Shares shall be subject to forfeiture .
 
6.   Term .  This Agreement shall be effective as of the Effective Date and continue until terminated by either Party upon 30 days’ prior written notice to the other Party.
 
7.   Independent Contractor .  Advisor is not an employee of the Company.  Advisor will not be eligible for any employee benefits.  Any taxes imposed on Advisor due to activities performed hereunder will be the sole responsibility of Advisor.  Advisor shall have no authority to make representations, warranties or the like, concerning or on behalf of the Company or bind the Company in any manner.
 
8.   Inventions Assignment and Confidential Information .  The Parties acknowledge that Advisor may from time to time create intellectual property in his capacity as an advisor to the Company and as such Advisor agrees that such work product is created as a “work for hire,” is the property of the Company, and Advisor hereby assigns all rights in and to such work product to the Company as part of services to the Company.  The Parties further acknowledge and agree that during Advisor’s performance of services, Advisor may be exposed to information relating to the Company that is not generally known by third parties, including without limitation information regarding the Company’s business, finances, customers, employees, technology, operations, products, and plans, whether or not designated by the Company as being proprietary or confidential (collectively, “Confidential Information”).  The Company shall retain full ownership of all Confidential Information, and nothing herein shall be construed as a license, transfer, or assignment of any Confidential Information to Advisor.  Advisor shall use Confidential Information solely as may be strictly necessary to further Advisor’s performance of services and for no other purposes whatsoever.  Advisor shall maintain the confidentiality and proprietary nature of Confidential Information using a degree of care at least as high as that degree used by Advisor for information of like sensitivity and kind in his other business dealings, and in any event, at least as high as that degree used by the Company for such Confidential Information.  Advisor shall not disclose any Confidential Information to any third parties without the Company’s prior consent.  Advisor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.  Advisor agrees that, during the term of this Agreement and thereafter, Advisor owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity except as necessary in carrying out the services for the Company consistent with the Company’s agreement with such third party.  Upon the termination of this Agreement, or upon Company’s earlier request, Advisor will deliver to the Company all of the Company’s property, including but not limited to all electronically stored information and passwords to access such property, or Confidential Information that Advisor may have in Advisor’s possession or control.
 
 
1
 
 
9.   Nonsolicitation; Nondisparagement .  As consideration for and to induce the Company to enter into this Agreement, Advisor hereby covenants and agrees that for a period commencing on the Effective Date and ending on the second anniversary of the date of termination of this Agreement (“Restriction Period”), he will not, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder of any company or business, or in any other capacity:
 
(a)   induce any person or entity that is a customer, distributor or supplier of the Company or advise any person or entity which has a business relationship with the Company or any of its subsidiaries or affiliates to withdraw, curtail, qualify or cancel any business with such entity;
 
(b)   induce any person who is employed by or a  consultant to the Company or any of its subsidiaries or affiliates to leave his or her employment or engagement;
 
(c)   make any statement, publicly or privately, to any individual or entity, including, without limitation, clients, customers, employees, financial or credit institutions or news agencies, in any case, which could reasonably be expected to disparage, defame, libel or slander the Company or any of its subsidiaries, affiliates or any of their respective employees, officers or directors.
 
 
2
 
 
10.   Release and Waiver .  In consideration of this Agreement and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Advisor, on behalf of himself and his affiliates, representatives, agents, trustees, successors, predecessors, and assigns (collectively the “Advisor Parties”), hereby acknowledges that except as specifically provided by this Agreement, the Company has no other obligations of any type or form to any of the Advisor Parties, including under any other agreement executed prior to the Effective Date, or to the extent any such obligations exist same are deemed hereby terminated and waived by the Advisor on his behalf and on behalf of the other Advisor Parties.  Advisor, on his behalf and behalf of each of the other Advisor Parties, releases and discharges the Company and its officers, directors and affiliates and their successors, predecessors and assigns from, any and all obligations, debts, liabilities, demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money owed, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities of every kind and nature and description whatsoever, whether or not now known, suspected or claimed, liquidated or unliquidated, which any of the Advisor Parties ever had, now has or may thereafter acquire, by reason of any matter, cause, event, or thing whatsoever occurring or arising at any time on or before the Effective Date.  As a condition to transfer of any of the Shares issued hereby (other than as a result of an open market sale of same), at the request of the Company, the transferee shall execute and deliver to the Company a release and waiver in substance materially similar to that contained in this Section 9.  The certificate evidencing the Shares shall bear a restrictive legend referencing this Agreement and the provisions of this Section 9.
 
11.   Indemnity .  Advisor shall indemnify the Company and its officers, managers and affiliates for any damages or losses incurred by them relating to his role with the Company or his receipt or ownership of the Shares.
 
12.   General Terms .  Neither Party shall transfer or assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party.  This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts entered into and wholly to be performed therein, without regard to that body of law pertaining to conflicts of laws.  Any controversies between the Parties arising hereunder shall be adjudicated before a court of competent jurisdiction located in New York, New York.  This Agreement may be amended by the Parties solely by an instrument in writing signed on behalf of each Party.  Unenforceable provisions hereof, if any, as applied to particular circumstances shall be reformed to the extent strictly necessary to render such provisions enforceable when applied to such particular circumstances.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof.  This Agreement may be executed in any number of counterparts and delivered by facsimile, each of which shall be an original but all of which together shall constitute one and the same instrument.
 
 
3
 
 
IN WITNESS WHEREOF , the Parties, personally or by their duly authorized representatives, have caused this Advisor Agreement to be executed as of the date first written above.
 
THE COMPANY:
MOJO ORGANICS, INC.
 
By:                                                                                                                                                  
Glenn Simpson, Chief Executive Officer
 



ADVISOR:                                                                                                                                                          

 
 

 
4
 
Exhibit 10.16
 
RESTRICTED STOCK AGREEMENT

AGREEMENT made as of the 4 th day of December, 2013, by and between Mojo Organics, Inc., a Delaware corpora­tion (the “Company”), and                             (the “Holder”).

WHEREAS, on December 4, 2013, pursuant to the Company 2012 Long-Term Incentive Equity Plan (the “Plan”), the Company’s Board of Directors (“Board”) determined to issue to the Holder, in consideration of                             , [ l ] shares of common stock of the Company, $.001 par value (“Shares”), conditioned upon the Holder’s acceptance thereof upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Holder desires to acquire the Shares on the terms and conditions set forth in this Agreement;

IT IS AGREED:

1.            Grant of Restricted Shares .

(i)           The Company hereby issues to the Holder [ l ] Shares on the terms and conditions set forth herein.  All of the Shares shall be subject to forfeiture during the period terminating December 4, 2014 (“Restriction Period”).  The Shares shall be represented by one stock certificate (“Restricted Stock Certificate”) registered in the name of the Holder, which certificate shall bear the legends set forth in Sections 5(v) and 5(vi) of this Agreement.  The Restricted Stock Certificate shall be deposited by the Holder with the Company, together with stock powers endorsed in blank, which will permit transfer to the Company of all or any portion of the Shares represented by such certificates (the “Restricted Shares”) that shall be forfeited or shall not become vested in accordance with the terms of this Agreement.

(ii)           After issuance, the Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate purposes unless and until forfeited in accordance with the terms hereof.  The Holder shall have the right to vote such Restricted Shares, to receive and retain all cash dividends as the Board may, in its sole discretion, pay on such Restricted Shares, and to exercise all of the rights, powers and privileges of a holder of Common Stock with respect to such Restricted Shares, except that (a) the Holder shall not be entitled to delivery of the Restricted Stock Certificate until the Restricted Shares represented by the Restricted Stock Certificate vest in accordance with subparagraph (iii) below; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been distributed have become vested.

(iii)           On December 4, 2014, if the Holder is still employed by the Company, the Restricted Shares and the Retained Distributions with respect thereto shall become vested.  After the date that any of the Restricted Shares become vested, upon the request of the Holder the Company shall promptly instruct its transfer agent to issue and deliver to the Holder a new certificate for the Shares that have vested, which certificate shall not bear the legend set forth in Section 5(vi). If, at any time prior to the vesting of the Restricted Shares in accordance with this Section 1(iii), the Holder’s [employment/relationship] with the Company is terminated, then the Restricted Shares that have not then vested (and the Retained Distributions with respect thereto) shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Shares.  Notwithstanding the foregoing, if Holder’s [employment/relationship] with the Company is terminated at any time other than by the Company for “cause” or by the Holder without “good reason” [(each as defined in the Holder’s employment agreement with the Company)], then all of the Restricted Shares shall automatically vest.  [As used herein, “Cause” shall mean: (a) the refusal or failure by Holder to carry out specific reasonable directions of the person Holder reports to or the Board of Directors which are of a material nature and consistent with Holder’s position or the refusal or failure by Holder to perform a reasonable material part of Holder’s duties to the Company; (b) fraud or dishonest action by Holder in his relations with the Company or any of its subsidiaries or affiliates (“dishonest ” for these purposes shall mean Holder knowingly  making  a material misstatement or omission for Holder’s personal benefit); or (c) the conviction of Holder of a felony under federal or state law.  Notwithstanding the foregoing, no “Cause” for termination shall be deemed to exist with respect to Holder’s acts described in clause (a) above, unless the Company shall have given written notice to Holder within a period not to exceed seven (7) calendar days of the Company’s knowledge of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within seven (7) calendar days after such notice, Holder shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be provided during any twelve-month period.  As used herein, “Good Reason” shall mean the occurrence of any of the following circumstances without Holder’s prior written consent:  (a) material breach of this Agreement by the Company; (b) a failure by the Company to make any payment to Holder when due, unless the payment is not material or is being contested by the Company, in good faith; or (c) a liquidation, bankruptcy or receivership of the Company. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company ’s acts described in clauses (a) or (b) above, unless Holder shall have given written notice to the Company within a period not to exceed seven (7) calendar days of Holder’s knowledge of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within seven (7) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month period.]
 
 
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(iv)           Nothing in this Agreement shall confer on the Holder any right to continue in the employ of, or other relationship with, the Company (or with any parent, subsidiary or affiliate of the Company) or limit in any way the right of the Company (or of any parent, subsidiary or affiliate of the Company) to terminate the Holder’s [employment or other] relationship with the Company (or with any parent, subsidiary or affiliate of the Company) at any time, with or without cause.

2.            Withholding Tax .  Not later than the date as of which an amount first becomes includible in the gross income of the Holder for federal income tax purposes with respect to the Shares, the Holder 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.  In the event the Holder is no longer employed by the Company on the date any shares vest in accordance with Section 1 above, the Company shall have the right to withhold from the Shares such a number of Shares having a Fair Market Value (as defined below) on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes.  The obligations of the Company 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 such taxes from any payment of any kind otherwise due to the Holder from the Company.  Solely for purposes of this section, “Fair Market Value” means as of any given date: (i) if the Shares are listed on a national securities exchange or The Nasdaq Stock Market, LLC (“Nasdaq”), the last sale price of the Shares in the principal trading market for the Shares on such date, as reported by the exchange or Nasdaq, as the case may be; (ii) if the Shares are not listed on a national securities exchange or Nasdaq, but are traded in the over-the-counter market, the closing bid price for the Shares on such date, as reported by the OTC Bulletin Board or Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board shall determine, in good faith.
 
 
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3.            Nonassignability of Restricted Shares .  The Restricted Shares shall not be assignable or transferable until they have vested.

4.            Company Representations .  The Company hereby represents and warrants to the Holder 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 Shares, when issued and delivered by the Company to the Holder in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.

                        5.            Holder Representations .  The Holder hereby represents and warrants to the Company that:

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

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

(iii)           in his position with the Company, he 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;

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

(v)           the certificates evidencing the Shares shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT.  THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM UNDER SAID ACT.”

(vi)           the certificates evidencing the Restricted Shares shall also bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A RESTRICTED STOCK AGREEMENT, 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.”
 
 
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6.            Restriction on Transfer of Shares .  Anything in this Agreement to the contrary notwithstanding, the Holder hereby agrees that he shall not sell, transfer by any means or otherwise dispose of the Shares acquired by him without registration under the Securities Act, or in the event that they are not so registered, unless (i) an exemption from the Securities Act registra­tion requirements is avail­able thereunder, and (ii) the Holder 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.  Further, the Holder agrees that he shall abide by all of the Company’s policies in effect at the time the Shares vest and thereafter, including the Company’s Insider Trading Policy, with respect to the ownership and trading of the Company’s securities.

7.            Miscellaneous .

7.1.            Notices .  All notices, requests, deliv­eries, payments, demands and other communications that 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, return receipt requested, postage prepaid to the Company at its principal executive office and to the Holder at his address set forth below, 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.

7.2.            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.
 
7.3.            Entire Agreement .  This Agreement consti­tute 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 Holder and the Company.

7.4.            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.

7.5.            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).

7.6.            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.
 
 
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.

 
HOLDER:  MOJO ORGANICS, INC.
   
                                                                                 By:                                                                                   
Name:
       Name:
         Title:
   
Address of Holder:  
 
 
 

 
 
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Exhibit 10.17
 
RESTRICTED STOCK AGREEMENT

AGREEMENT made as of the __ day of March, 2014, by and between Mojo Organics, Inc., a Delaware corpora­tion (the “Company”), and                                       (the “Holder”).

WHEREAS, on                                         , pursuant to the Company 2012 Long-Term Incentive Equity Plan (the “Plan”), the Company’s Board of Directors (“Board”) determined to issue to the Holder, in consideration of                                      ,                            shares of common stock of the Company, $.001 par value (“Shares”), conditioned upon the Holder’s acceptance thereof upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Holder desires to acquire the Shares on the terms and conditions set forth in this Agreement;

IT IS AGREED:

1.            Grant of Restricted Shares .

(i)           The Company hereby issues to the Holder                                    Shares on the terms and conditions set forth herein.  All of the Shares shall be subject to forfeiture during the period terminating   March   , 2015 (“Restriction Period”).  The Shares shall be represented by one stock certificate (“Restricted Stock Certificate”) registered in the name of the Holder, which certificate shall bear the legends set forth in Sections 5(v) and 5(vi) of this Agreement.  The Restricted Stock Certificate shall be deposited by the Holder with the Company, together with stock powers endorsed in blank, which will permit transfer to the Company of all or any portion of the Shares represented by such certificates (the “Restricted Shares”) that shall be forfeited or shall not become vested in accordance with the terms of this Agreement.

(ii)           After issuance, the Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate purposes unless and until forfeited in accordance with the terms hereof.  The Holder shall have the right to vote such Restricted Shares, to receive and retain all cash dividends as the Board may, in its sole discretion, pay on such Restricted Shares, and to exercise all of the rights, powers and privileges of a holder of Common Stock with respect to such Restricted Shares, except that (a) the Holder shall not be entitled to delivery of the Restricted Stock Certificate until the Restricted Shares represented by the Restricted Stock Certificate vest in accordance with subparagraph (iii) below; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been distributed have become vested.

(iii)           On March   , 2015, if the Holder is still [employed by/serving as a director of] the Company, the Restricted Shares and the Retained Distributions with respect thereto shall become vested.  After the date that any of the Restricted Shares become vested, upon the request of the Holder the Company shall promptly instruct its transfer agent to issue and deliver to the Holder a new certificate for the Shares that have vested, which certificate shall not bear the legend set forth in Section 5(vi). If, at any time prior to the vesting of the Restricted Shares in accordance with this Section 1(iii), the Holder’s [employment/relationship] with the Company is terminated, then the Restricted Shares that have not then vested (and the Retained Distributions with respect thereto) shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Shares.  Notwithstanding the foregoing, if Holder’s [employment/relationship] with the Company is terminated at any time other than by the Company for “cause” or by the Holder without “good reason” [(each as defined in the Holder’s employment agreement with the Company)], then all of the Restricted Shares shall automatically vest.  [As used herein, “Cause” shall mean: (a) the refusal or failure by Holder to carry out specific reasonable directions of the person Holder reports to or the Board of Directors which are of a material nature and consistent with Holder’s position or the refusal or failure by Holder to perform a reasonable material part of Holder’s duties to the Company; (b) fraud or dishonest action by Holder in his relations with the Company or any of its subsidiaries or affiliates (“dishonest ” for these purposes shall mean Holder knowingly  making  a material misstatement or omission for Holder’s personal benefit); or (c) the conviction of Holder of a felony under federal or state law.  Notwithstanding the foregoing, no “Cause” for termination shall be deemed to exist with respect to Holder’s acts described in clause (a) above, unless the Company shall have given written notice to Holder within a period not to exceed seven (7) calendar days of the Company’s knowledge of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within seven (7) calendar days after such notice, Holder shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be provided during any twelve-month period.  As used herein, “Good Reason” shall mean the occurrence of any of the following circumstances without Holder’s prior written consent:  (a) material breach of this Agreement by the Company; (b) a failure by the Company to make any payment to Holder when due, unless the payment is not material or is being contested by the Company, in good faith; or (c) a liquidation, bankruptcy or receivership of the Company. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company ’s acts described in clauses (a) or (b) above, unless Holder shall have given written notice to the Company within a period not to exceed seven (7) calendar days of Holder’s knowledge of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within seven (7) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month period.]
 
 
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(iv)           Nothing in this Agreement shall confer on the Holder any right to continue in the employ of, or other relationship with, the Company (or with any parent, subsidiary or affiliate of the Company) or limit in any way the right of the Company (or of any parent, subsidiary or affiliate of the Company) to terminate the Holder’s [employment or other] relationship with the Company (or with any parent, subsidiary or affiliate of the Company) at any time, with or without cause.

2.            Withholding Tax .  Not later than the date as of which an amount first becomes includible in the gross income of the Holder for federal income tax purposes with respect to the Shares, the Holder 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.  In the event the Holder is no longer employed by the Company on the date any shares vest in accordance with Section 1 above, the Company shall have the right to withhold from the Shares such a number of Shares having a Fair Market Value (as defined below) on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes.  The obligations of the Company 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 such taxes from any payment of any kind otherwise due to the Holder from the Company.  Solely for purposes of this section, “Fair Market Value” means as of any given date: (i) if the Shares are listed on a national securities exchange or The Nasdaq Stock Market, LLC (“Nasdaq”), the last sale price of the Shares in the principal trading market for the Shares on such date, as reported by the exchange or Nasdaq, as the case may be; (ii) if the Shares are not listed on a national securities exchange or Nasdaq, but are traded in the over-the-counter market, the closing bid price for the Shares on such date, as reported by the OTC Bulletin Board or Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board shall determine, in good faith.
 
 
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3.            Nonassignability of Restricted Shares .  The Restricted Shares shall not be assignable or transferable until they have vested.

4.            Company Representations .  The Company hereby represents and warrants to the Holder 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 Shares, when issued and delivered by the Company to the Holder in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.

                                 5.            Holder Representations .  The Holder hereby represents and warrants to the Company that:

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

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

(iii)           in his position with the Company, he 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;

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

(v)           the certificates evidencing the Shares shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT.  THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM UNDER SAID ACT.”

(vi)           the certificates evidencing the Restricted Shares shall also bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A RESTRICTED STOCK AGREEMENT, 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.”
 
 
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6.            Restriction on Transfer of Shares .  Anything in this Agreement to the contrary notwithstanding, the Holder hereby agrees that he shall not sell, transfer by any means or otherwise dispose of the Shares acquired by him without registration under the Securities Act, or in the event that they are not so registered, unless (i) an exemption from the Securities Act registra­tion requirements is avail­able thereunder, and (ii) the Holder 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.  Further, the Holder agrees that he shall abide by all of the Company’s policies in effect at the time the Shares vest and thereafter, including the Company’s Insider Trading Policy, with respect to the ownership and trading of the Company’s securities.

7.            Miscellaneous .

7.1.            Notices .  All notices, requests, deliv­eries, payments, demands and other communications that 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, return receipt requested, postage prepaid to the Company at its principal executive office and to the Holder at his address set forth below, 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.

7.2.            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.
7.3.            Entire Agreement .  This Agreement consti­tute 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 Holder and the Company.

7.4.            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.

7.5.            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).

7.6.            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.

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

 
HOLDER:  MOJO ORGANICS, INC.
   
                                                                                 By:                                                                                   
Name:
       Name:
         Title:
   
Address of Holder:  
 
 
 
 
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Exhibit 10.18
 
 
Print Name of Investor:                         
Social Security or EIN Number:                              


SUBSCRIPTION AGREEMENT

 
Mojo Organics Inc., a Delaware corporation   (“Company”), and the Investor hereby agree as follows:
 
1.   Subscription for Shares and Warrants. The Company is offering (“Offering”) up to an aggregate of 1,101,036 shares (“Shares”) of the Company’s common stock (“Common Stock”) to investors executing subscription agreements from time to time in form and substance substantially identical to this Subscription Agreement.  The purchase price per share to each such investor shall be $0.91.  For each Share purchased in the Offering, the investor shall receive one warrant (“Warrant”) to purchase one share of Common Stock at an exercise price of $0.91, such Warrants exercisable immediately   for a period of five years subject to the terms and conditions set forth in Exhibit A hereto.  I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase _______ Shares.  The total purchase price for my Shares is $_______.   Concurrently herewith, the Company may engage in another offering of up to 1,098,902 shares of its Common Stock at a price per share of $0.91 (“Concurrent Offering”).  The closing of the Concurrent Offering is not contingent upon the Closing of this Offering and the closing of this Offering is not contingent upon the closing of the Concurrent Offering.
 
2.   Closing.   The closing on the purchase of my Shares (and Warrants) under this subscription (the “Closing”) shall occur on the date that the Company has accepted and executed this Subscription Agreement and funds in payment therefor have been received by the Company and have cleared.  The Company may hold additional Closings on additional Shares (and Warrants) in this offering to other investors from time to time.  It is acknowledged that there is no minimum amount of proceeds the Company must receive for there to be a Closing.  No further Closings in this Offering shall be held after February 28, 2014; provided, however that the Company may, in its sole discretion, and not withstanding anything to the contrary in this Agreement, increase the number of Shares (and the corresponding Warrants) being sold in the Offering and extend the date for further Closings.  For the avoidance of doubt, all references to “Shares” herein include any shares of Common Stock sold upon such increase in the Offering size.
 
3.   Registration . The Company will use its commercially reasonable best efforts to (a) file on or before the 70 th day after Closing a registration statement on Form S-1 (or such other form as permitted by the rules and regulations of the Securities and Exchange Commission (“Commission”)) registering the resale of the Investor’s Shares and the shares underlying the Warrants under the Securities Act of 1933, as amended (“Securities Act”), (b) timely  respond to the comments of the Commission to such registration statement and (c) have such registration statement declared effective by the Commission as soon as practicable thereafter.  The Company shall use a portion of the proceeds from its sales of the Shares to fund the cost of the foregoing registration.  The Investor shall timely provide the Company with any information regarding the Investor that is required for the registration statement or as otherwise reasonably requested by the Company to meet its obligations under this Section 3.
 
4.   Amendment to Stock Plan .   The Investor acknowledges the Company has advised Investor that it intends to amend its 2012 Long-Term Incentive Equity Plan (“Plan”) to increase the number of shares of Common Stock available for grant thereunder (excluding shares already subject to award made under the Plan) to that number of shares equal to 20% of the shares of Common Stock outstanding on a  fully diluted basis and giving effect to all Shares actually sold in the Offering (including shares underlying the Warrants) and the Shares sold in the Concurrent Offering. Promptly following the end of the Offering, the Company will convene a meeting of its stockholders to approve the above-described amendment to the Plan (“Stockholders Meeting”).  Concurrently with the execution of this Subscription Agreement, the Investor is executing the irrevocable proxy attached as Exhibit B (“Investor Proxy”).  The Investor Proxy shall only become effective upon a Closing for the Shares being purchased by the Investor hereunder and authorizes officers of the Company to vote all of the Shares in favor of the above-described amendment to the Plan at the Stockholders Meeting.
 
 
 
 
 
5.   Investor Delivery of Payment and Documents .
 
5.1   I have tendered the full purchase price for the Shares by wiring funds in accordance with the instructions set forth in Schedule 1 hereto.
 
5.2   I hereby tender to the Company two executed copies of this Subscription Agreement.
 
5.3   I hereby tender to the Company an executed copy of the Investor Proxy.
 
5.4   In the event that a Closing does not take place with respect to my subscription for any reason or if my subscription is otherwise rejected, all cash proceeds delivered by me in accordance with the foregoing shall be returned to me as soon as practicable, without interest, offset or deduction, and the Investor Proxy shall be destroyed or returned to me as I direct.
 
5.5   In the event my subscription is accepted and there is a Closing, a certificate for the Shares for which I am subscribing will be delivered promptly to me along with a copy of a fully executed version of this Agreement.
 
6.   Acceptance or Rejection of Subscription Agreement .  The Company has the right to reject this subscription for Shares, in whole or in part, for any reason and at any time prior to a Closing with respect to this subscription. The Shares subscribed for herein will not be deemed issued to or owned by me until a copy of this Subscription Agreement has been executed by me and accepted and countersigned by the Company, and a Closing with respect to my subscription has occurred.
 
7.   Investor Representations and Warranties . I represent and warrant to the Company as follows:
 
7.1   Accredited Investor .  I am an “accredited investor” as defined in Section 2(15) of the Securities Act, and Rule 501 promulgated thereunder.  I understand that the Shares are being issued to me without registration under the Securities Act in reliance upon the exemptions contained in Regulation D promulgated under the Securities Act (“Regulation D”) and applicable state securities laws.
 
7.2   Obligations of the Company and the Investor .   The Company has no obligation to me other than as set forth in this Agreement.  I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this Subscription Agreement or Investor Proxy and any agreements made in connection herewith will survive my death or disability.  In order to induce the Company to issue and sell the Shares to me, I represent and warrant that the information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Shares becomes effective.
 
 
 
 
 
7.3   Information About the Company .  I have been given reasonable opportunity to meet with officers of the Company for the purpose of asking reasonable questions of such officers concerning the terms and conditions of the sale and issuance of the Shares and the business and operations of the Company (including the risks faced by the Company in its business and risks related to my investment in the Company) and all such questions have been answered to my full satisfaction. I have also been given an opportunity to obtain any additional relevant information to the extent reasonably available to the Company.  I have received all information regarding the Company that I have reasonably requested.  I have read and reviewed the Company’s Annual Report on Form 1-K for the year ended December 2012 and the Company’s Quarterly Reports for its 2013 fiscal quarters.  I understand that there is no assurance as to the future performance of the Company.
 
7 .4   No assurances; No general solicitation .  I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company.  I am not purchasing the Shares as a result of or subsequent to:  (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
 
7.5   Speculative Investment .  I am aware that my purchase of Shares (and Warrants) is a speculative investment.  I acknowledge that I can lose the entire amount of my investment in the Company.  I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company.  I have not utilized any person as my purchaser representative (as defined in Regulation D) in connection with evaluating such merits and risks and have relied solely upon my own investigation in making a decision to invest in the Company. I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.  I believe that the investment in the Company represented by my purchase of Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.  My investment in the Company does not constitute all, or substantially all, of my investment portfolio.
 
7.6   Authority. I have also necessary authority, approval and consent required for my delivery of this Subscription Agreement and the Investor Proxy and to fulfill my obligations hereunder and thereunder.
 
7.7   Restrictions on Transfer .  Investor understands that (i) the Shares have not been registered under the Securities Act or the securities laws of any state in reliance on specific exemptions from registration and (ii) the  Shares cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states, or an exemption from such registration is available.  The certificate representing the Shares will bear a restrictive legend relating to such restrictions.  In addition, Investor understands that the Company is relying on Investor’s representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws.  I understand the Company and its securities are not currently registered under the Exchange Act and there can be no assurance that they will be, and as a result, Rule 144 may not be available to me for sales or transfers of the Shares.
 
 
 
 
 
7.8   Investment Representation .  Investor is acquiring the Shares for its own account for investment and not with a view to, or for sale in connection with, any subsequent distribution of the securities, nor with any present intention of selling or otherwise disposing of all or any part of the Shares in violation of the Federal securities laws.
 
8.   Company Representations and Warranties .  The Company hereby represents and warrants to the Investor that the Company has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  All corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Company in connection with the transactions contemplated hereby has been duly and validly taken and this Agreement has  been duly executed and delivered by the Company.  Subject to the terms and conditions of this Agreement, this Agreement constitutes the valid, binding and enforceable obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of this Agreement.  The sale by the Company of the Shares does not conflict with the certificate of incorporation or bylaws of the Company or any material contract by which the Company or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the Company or its property.  The sale of the Shares will not trigger any pre-emptive or, to the knowledge of the Company, other rights held by any party and no governmental or regulatory consent is required for the consummation of the transactions contemplated by this Agreement.
 
9.   Indemnification .  I hereby agree to indemnify and hold harmless the Company and its officers, directors, stockholders, employees, agents, and attorneys against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person or whether incurred by the indemnified party in any action or proceeding between the indemnitor and  indemnified party or between the indemnified party and any third party) to which any such indemnified party may become subject, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by me and contained herein, or (b) arise out of or are based upon any breach by me of any representation, warranty, or agreement made by me contained herein.
 
10.   Severability; Remedies .  In the event any parts of this Subscription Agreement are found to be void, the remaining provisions of this Subscription Agreement are nevertheless binding with the same effect as though the void parts were deleted.
 
11.   Governing Law and Jurisdiction .  This Subscription Agreement, Warrant and Investor Proxy will be deemed to have been made and delivered in New York City and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal law of the State of New York.  Each of the Company and the Investor hereby (i) agrees that any legal suit, action or proceeding arising out of or relating to this Subscription Agreement, Warrant or Investor Proxy will be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding, (iv) agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York and (v) agrees that service of process upon it mailed by certified mail to its address set forth on my signature page will be deemed in every respect effective service of process upon it in any suit, action or proceeding.
 
 
 
 
 
12.   Counterparts .  This Subscription Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.  The execution of this Subscription Agreement and Investor Proxy must be by actual signature.
 
13.   Benefit .  This Subscription Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and assigns.
 
14.   Notices .   All notices, offers, acceptance and any other acts under this Subscription Agreement (except payment) must be in writing, and are sufficiently given if delivered to the addressees in person, by overnight courier service, or, if mailed, postage prepaid, by certified mail (return receipt requested), and will be effective three days after being placed in the mail if mailed, or upon receipt or refusal of receipt, if delivered personally or by courier or confirmed telecopy, in each case addressed to a party.  All communications to me should be sent to my preferred address on the signature page hereto.  All communications to the Company should be sent to Mojo Organics Inc., 101 Hudson Street, 21 st Floor, Jersey City, New Jersey 07302, Attention: Chief Executive Officer.  Each party may designate another address by notice to the other parties.
 
15.   Oral Evidence .  This Subscription Agreement, Warrant and Investor Proxy constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof.  This Subscription Agreement may not be changed, waived, discharged, or terminated orally, but rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.
 
16.   Section Headings .  Section headings herein have been inserted for reference only and will not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement.
 
17.   Survival of Representations, Warranties and Agreements .  The representations, warranties and agreements contained herein will survive the delivery of, and the payment for, the Shares.
 
18.   Acceptance of Subscription .  The Company may accept this Subscription Agreement at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying me within a reasonable time thereafter.


 
 
 

Signature Page to Subscription Agreement




Investor Name:                                                  


Investor Signature:                                                                                                                                                                         

Date:                          , 2014

Investor Address:                                              
                                                                                                                                                                                    
 
                                                                                Soc. Sec. No.
  or EIN No.:                                                                  



 
The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms.
 
MOJO ORGANICS, INC.
 
 
 
By: _____________________________________
      Name:
      Title:
      Date:

 
 
 
 
 Exhibit A
 
 
Form of Warrant
 
 
 
 
 
 
 
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
 

COMMON STOCK PURCHASE WARRANT

MOJO ORGANICS, INC.
 
Warrant Shares: [ l ]      Initial Exercise Date:                                                       , 2014
 
THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received,   (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ Initial Exercise Date ”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Mojo Organics, Inc., a Delaware corporation (the “ Company ”), up to   [ l ] shares (the “ Warrant Shares ”) of Common Stock.  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
 
Section 1 .                       Definitions .  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “ Subscription Agreement ”), dated                 , 2014, among the Company and the purchaser signatory thereto.
 
Section 2 .                       Exercise .
 
a)   Exercise of Warrant .  Exercise of this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto; and, within three (3) Trading Days (as defined in Section 2(c) below) of the date said Notice of Exercise is delivered to the Company, the Company shall have received  payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank.  Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within 3 Trading Days of the date the final Notice of Exercise is delivered to the Company.  Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.  The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice.  In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
 
 
 
 
 
b)   Exercise Price .  The exercise price per share of the Common Stock under this Warrant shall be $0.91, subject to adjustment hereunder (the “ Exercise Price ”).
 
c)   Cashless Exercise .  This Warrant may also be exercised prior to the Termination Date by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
 
 
(A) = the Volume-Weighted Average Price (“VWAP”) for the ten consecutive Trading Days immediately preceding the date of such election;

 
(B) = the Exercise Price of this Warrant, as adjusted; and
 
 
(X) =  the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.
 
“ Trading Day ” shall mean any day on which the Common Stock is tradable for any period on the OTC Pink marketplace, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

d)   Mechanics of Exercise .
 
i.   Delivery of Certificates Upon Exercise .  Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by physical delivery to the address specified by the Holder in the Notice of Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (the “ Warrant Share Delivery Date ”).  This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company.  The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(v) prior to the issuance of such shares, have been paid.
 
ii.   Rescission Rights .  If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the second (2nd) day after the Warrant Share Delivery Date, then, the Holder will have the right to rescind such exercise.
 
 
 
 
 
iii.   No Fractional Shares or Scrip .  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
 
iv.   Charges, Taxes and Expenses .  Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
 
v.   Closing of Books .  The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
 
Section 3 .                       Certain Adjustments .
 
a)   Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
 
 
 
 
 
b)   Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities (each “ Fundamental Transaction ”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(b) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable concurrently with the consummation of the Fundamental Transaction, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (A) a price per share of Common Stock equal to the lesser of (x) twice the Exercise Price and (y) the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable  Fundamental Transaction, (B) the risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction, (C) the lesser of (x) 50% and (y) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of such transaction and the Termination Date.  For purposes of clarification and notwithstanding anything to the contrary in this Agreement, in the event of any Fundamental Transaction in which the consideration is only cash, this Warrant shall not entitle the holder to purchase any securities of the surviving entity of such Fundamental Transaction and shall only represent the right to receive what the holder would have received had this Warrant been exercised into Warrant Shares prior to the consummation of the Fundamental Transaction.
 
c)   Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
 
 
 
 
 
d)   Notice to Holder .
 
i.   Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Subscription Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.
 
ii.   Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.  The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.
 
Section 4 .                       Transfer of Warrant .
 
a)   Transferability .  Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  The Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
 
 
 
 
 
b)   New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
 
c)   Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
 
Section 5.                        Redemption .
 
a)   Redemption .  All or a portion of the outstanding Common Stock Purchase Warrants issued by the Company in the Offering (the “2014 Warrants”) may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration (so long as there is a current registration statement in effect with respect to the shares of Common Stock underlying the Warrants), upon the notice referred to in Section 5(b), at the price of $0.01 per Warrant (“Redemption Price”), provided that the VWAP of the Common Stock equals or exceeds $5.00 per share (subject to adjustment in accordance with Section 4 hereof), on any twenty Trading Days during any thirty (30) consecutive Trading Day period, such period ending on the third business day prior to the date on which notice of redemption is given.
 
b)   Date Fixed for, and Notice of, Redemption .  In the event the Company shall elect to redeem all of the 2014 Warrants, the Company shall fix a date for the redemption (the “Redemption Date”).  Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.  Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.
 
c)   Exercise After Notice of Redemption .  The Holder hereof may exercise this Warrant, in full or in part, for cash (or on a “cashless basis” in accordance with Section 2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 5(b) hereof and prior to the Redemption Date.  On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.
 
 
 
 
 
Section 6 .                       Miscellaneous .
 
a)   No Rights as Stockholder Until Exercise .  This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).
 
b)   Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
 
c)   Saturdays, Sundays, Holidays, etc .  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.
 
d)   Authorized Shares .
 
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed.  The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
 
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.  Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
 
 
 
 
 
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
 
e)   Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Subscription Agreement.
 
f)   Restrictions .  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.
 
g)   Nonwaiver and Expenses .  No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date.  If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
 
h)   Notices .  Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Subscription Agreement.
 
i)   Limitation of Liability .  No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
 
j)   Remedies .  The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
 
k)   Successors and Assigns .  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
 
 
 
 
 
l)   Amendment .  This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and Holders holding Warrants at least equal to 50.1% of the Warrant Shares issuable upon exercise of all then outstanding Warrants.
 
m)   Severability .  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
 
n)   Headings .  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
 

 
(Signature Pages Follow)
 

 
 
 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
 
MOJO ORGANICS, INC.
 
 
By:__________________________________________
     Name:  Glenn Simpson
     Title:  Chief Executive Officer
 


 
 
 

NOTICE OF EXERCISE

TO:           MOJO ORGANICS, INC.

(1)   The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
 
(2)   Payment shall take the form of (check applicable box):
 
[  ] in lawful money of the United States; or
 
[  ] [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
 
(3)   Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:
 
_______________________________


The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(4)   Accredited Investor .  The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________
Signature of Authorized Signatory of Investing Entity : _________________________________________________
Name of Authorized Signatory: ___________________________________________________________________
Title of Authorized Signatory: ____________________________________________________________________
Date: ________________________________________________________________________________________

 
 
 
 
ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)



FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to
 

_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

Dated:  ______________, _______


Holder’s Signature:                                _____________________________

Holder’s Address:                                 _____________________________

                  _____________________________



Signature Guaranteed:  ___________________________________________


NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
 
 
 
 
 
Exhibit B
 
Investor Proxy
 
 
 
 
 
IRREVOCABLE PROXY
 
The undersigned hereby represents that he/she/it has acquired                                            shares (“Shares”) of common stock, par value $0.001 (“Common Stock”), of Mojo Organics, Inc. ( “Company”) in a private placement pursuant to the Subscription Agreement, date                                       (“Subscription Agreement”), between the Company and the undersigned.  Pursuant to Section 4 of the Subscription Agreement, the Company intends to convene a special meeting of stockholders (“Meeting”) to consider an amendment (“Plan Amendment Proposal”) to the Company’s existing 2012 Long-Term Incentive Equity Plan (“Plan”) to increase the number of shares of Common Stock available for issuance under the Plan (excluding any shares already subject to award made under the Plan) to that number of shares equal to 20% of the shares of Common Stock outstanding on a fully diluted and giving effect to all shares sold in the Offering and Concurrent Offering (as each term is defined in the Subscription Agreement), including shares of Common Stock underlying any warrants sold therewith.  The undersigned hereby represents that he/she/it has not heretofore provided any proxies or voting instructions in connection with the Shares and hereby irrevocably appoints Glenn Simpson with full power of substitution, to vote the Shares with respect to the Plan Amendment Proposal at the Meeting and any adjournments thereof.  The undersigned hereby affirms that this proxy is coupled with an interest and shall be irrevocable.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney and irrevocable proxy effective as of the date written below.
 
 
DATED:                        , 2014
 
   
Witnessed by:
Signature of Stockholder(s):
   
                                                                                                                                                                                                              
   
                                                                                                                                                                                                              
Print Name of Witness
 
 
Print Name of Stockholder(s):
   
                                                                                                                                        
   
                                                                                                                                        
 

STATE OF                                            )
)  ss.:
COUNTY OF                                         )
                        

On the ______ day of                                        , 2014, before me, the undersigned, personally appeared _____________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 
 
_________________________
Notary Public
Exhibit 10.19
 
FORM OF WARRANT

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

COMMON STOCK PURCHASE WARRANT

MOJO ORGANICS, INC.
 
 
  Warrant Shares:                                  Initial Exercise Date:                                                          , 2014
 
THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received,                              , with an address at           (the “ Holder ”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ Initial Exercise Date ”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Mojo Organics, Inc., a Delaware corporation (the “ Company ”), up to  shares (the “ Warrant Shares ”) of the Company’s common stock (“ Common Stock ”).  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
 
Section 1 .                      [ Definitions .  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), dated March 13, 2014, among the Company and the purchaser signatory thereto.]
 
Section 2 .                       Exercise .
 
a)   Exercise of Warrant .  Exercise of this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto; and, within three (3) Trading Days (as defined in Section 2(c) below) of the date said Notice of Exercise is delivered to the Company, the Company shall have received  payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank.  Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within 3 Trading Days of the date the final Notice of Exercise is delivered to the Company.  Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.  The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice.  In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
 
 
 
 
 
b)   Exercise Price .  The exercise price per share of the Common Stock under this Warrant shall be $0.91, subject to adjustment hereunder (the “ Exercise Price ”).
 
c)   Cashless Exercise .  This Warrant may also be exercised prior to the Termination Date by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
 
 
(A) = the Volume-Weighted Average Price (“ VWAP ”) for the ten consecutive Trading Days immediately preceding the date of such election;

 
(B) = the Exercise Price of this Warrant, as adjusted; and

 
(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

“ Trading Day ” shall mean any day on which the Common Stock is tradable for any period on the OTC Pink marketplace, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

d)   Mechanics of Exercise .
 
i.   Delivery of Certificates Upon Exercise .  Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by physical delivery to the address specified by the Holder in the Notice of Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (the “ Warrant Share Delivery Date ”).  This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company.  The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(v) prior to the issuance of such shares, have been paid.
 
 
 
 
 
ii.   Rescission Rights .  If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the second (2nd) day after the Warrant Share Delivery Date, then, the Holder will have the right to rescind such exercise.
 
iii.   No Fractional Shares or Scrip .  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
 
iv.   Charges, Taxes and Expenses .  Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
 
v.   Closing of Books .  The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
 
Section 3 .                       Certain Adjustments .
 
a)   Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
 
 
 
 
 
b)   Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities (each “ Fundamental Transaction ”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(b) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable concurrently with the consummation of the Fundamental Transaction, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (A) a price per share of Common Stock equal to the lesser of (x) twice the Exercise Price and (y) the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable  Fundamental Transaction, (B) the risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction, (C) the lesser of (x) 50% and (y) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of such transaction and the Termination Date.  For purposes of clarification and notwithstanding anything to the contrary in this Agreement, in the event of any Fundamental Transaction in which the consideration is only cash, this Warrant shall not entitle the holder to purchase any securities of the surviving entity of such Fundamental Transaction and shall only represent the right to receive what the holder would have received had this Warrant been exercised into Warrant Shares prior to the consummation of the Fundamental Transaction.
 
 
 
 
 
c)   Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
 
d)   Notice to Holder .
 
i.   Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.
 
 
 
 
 
ii.   Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.  The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.
 
Section 4 .                       Transfer of Warrant .
 
a)   Transferability .  Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  The Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
 
 
 
 
 
b)   New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
 
c)   Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
 
Section 5.                        Redemption .
 
a)   Redemption .  All or a portion of the outstanding Common Stock Purchase Warrants issued by the Company and outstanding as of the date hereof (the “ 2014 Warrants ”) may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration (so long as there is a current registration statement in effect with respect to the shares of Common Stock underlying the Warrants), upon the notice referred to in Section 5(b), at the price of $0.01 per Warrant (“ Redemption Price ”), provided that the VWAP of the Common Stock equals or exceeds $5.00 per share (subject to adjustment in accordance with Section 4 hereof), on any twenty Trading Days during any thirty (30) consecutive Trading Day period, such period ending on the third business day prior to the date on which notice of redemption is given.
 
b)   Date Fixed for, and Notice of, Redemption .  In the event the Company shall elect to redeem all of the 2014 Warrants, the Company shall fix a date for the redemption (the “ Redemption Date ”).  Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.  Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.
 
c)   Exercise After Notice of Redemption .  The Holder hereof may exercise this Warrant, in full or in part, for cash (or on a “cashless basis” in accordance with Section 2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 5(b) hereof and prior to the Redemption Date.  On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.
 
 
 
 
Section 6 .                       Miscellaneous .
 
a)   No Rights as Stockholder Until Exercise .  This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).
 
b)   Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
 
c)   Saturdays, Sundays, Holidays, etc .  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.
 
d)   Authorized Shares .
 
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed.  The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
 
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.  Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
 
 
 
 
 
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
 
e)   Governing Law and Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
 
 
 
 
 
f)   Restrictions .  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.
 
g)   Nonwaiver and Expenses .  No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date.  If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
 
h)   Notices .  Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company 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 shall have specified by notice in writing to the other.  Notice shall be deemed duly given hereunder when delivered or mailed as provided herein..
 
i)   Limitation of Liability .  No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
 
j)   Remedies .  The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
 
k)   Successors and Assigns .  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
 
l)   Amendment .  This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and Holders holding Warrants at least equal to 50.1% of the Warrant Shares issuable upon exercise of all then outstanding Warrants.
 
 
 
 
 
m)   Severability .  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
 
n)   Headings .  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
 

********************


(Signature Pages Follow)
 
 
 
 


IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
 
MOJO ORGANICS, INC.
 
 
By:__________________________________________
     Name:  Glenn Simpson
     Title:  Chief Executive Officer
 

 
 
 

NOTICE OF EXERCISE

TO:           MOJO ORGANICS, INC.

(1)   The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
 
(2)   Payment shall take the form of (check applicable box):
 
[  ] in lawful money of the United States; or
 
[  ] [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
 
(3)   Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:
 
_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(4)   Accredited Investor .  The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: 
                                                                                                                                                             
Signature of Authorized Signatory of Investing Entity : 
                                                                                                                                                             
Name of Authorized Signatory:  
                                                                                                                                                              
Title of Authorized Signatory: 
                                                                                                                                                             
Date:
                                                                                                                                                               
 
 
 
 
 
ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)



FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to
 

_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

Dated:  ______________, _______


Holder’s Signature:                                                                                                     
 
Holder’s Address:                                                                                                      
 
                                                                                                       


Signature Guaranteed:  ___________________________________________


NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
 
 
 
 
Exhibit 10.20
 
Print Name of Investor: ___________________

Social Security or EIN Number: _________________


SUBSCRIPTION AGREEMENT

 
Mojo Organics Inc., a Delaware corporation   (“Company”), and the Investor hereby agree as follows:
 
1.   Subscription for Shares. The Company is offering (“Offering”) up to an aggregate of 1,098,902 shares (“Shares”) of the Company’s common stock (“Common Stock”) to investors executing subscription agreements from time to time in form and substance substantially identical to this Subscription Agreement.  The purchase price per share to each such investor shall be $0.91.  I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase _____________ Shares.  The total purchase price for my Shares is $_____________.   Concurrently herewith, the Company may engage in another offering (the “Concurrent Offering”) of up to 1,101,036 shares of Common Stock, in which investors will also receive for each share purchased one warrant to purchase one share of Common Stock at an exercise price of $0.91, such warrants exercisable immediately   for a period of five years.  The closing of the Concurrent Offering is not contingent upon the closing of this Offering and the closing of this Offering is not contingent upon the closing of the Concurrent Offering.
 
2.   Closing.   The closing on the purchase of my Shares under this subscription (the “Closing”) shall occur on the date that the Company has accepted and executed this Subscription Agreement and funds in payment therefor have been received by the Company and have cleared.  The Company may hold additional Closings on additional Shares in this offering to other investors from time to time.  It is acknowledged that there is no minimum amount of proceeds the Company must receive for there to be a Closing.  No further Closings in this Offering shall be held after February 28, 2014; provided, however that the Company may, in its sole discretion, and not withstanding anything to the contrary in this Agreement, increase the number of Shares being sold in the Offering and extend the date for further Closings.  For the avoidance of doubt, all references to “Shares” herein include any shares of Common Stock sold upon such increase in the Offering size.
 
3.   Registration . The Company will use its commercially reasonable best efforts to (a) file on or before the 70 th day after Closing a registration statement on Form S-1 (or such other form as permitted by the rules and regulations of the Securities and Exchange Commission (“Commission”) registering the resale of the Investor’s Shares under the Securities Act of 1933, as amended (“Securities Act”), (b) timely  respond to the comments of the Commission to such registration statement and (c) have such registration statement declared effective by the Commission as soon as practicable thereafter.  The Company shall use a portion of the proceeds from its sales of the Shares to fund the cost of the foregoing registration.  The Investor shall timely provide the Company with any information regarding the Investor that is required for the registration statement or as otherwise reasonably requested by the Company to meet its obligations under this Section 3.
 
4.   Amendment to Stock Plan .   The Investor acknowledges the Company has advised Investor that it intends to amend its 2012 Long-Term Incentive Equity Plan (“Plan”) to increase the number of shares of Common Stock available for grant thereunder (excluding shares already subject to award made under the Plan) to that number of shares equal to 20% of the shares of Common Stock outstanding on a  fully diluted basis and giving effect to all Shares actually sold in the Offering and the shares of Common Stock (including shares of Common Stock underlying the warrants) sold in the Concurrent Offering. Promptly following the end of the Offering, the Company will convene a meeting of its stockholders to approve the above-described amendment to the Plan (“Stockholders Meeting”).  Concurrently with the execution of this Subscription Agreement, the Investor is executing the irrevocable proxy attached as Exhibit A (“Investor Proxy”).  The Investor Proxy shall only become effective upon a Closing for the Shares being purchased by the Investor hereunder and authorizes officers of the Company to vote all of the Shares in favor of the above-described amendment to the Plan at the Stockholders Meeting.
 
 
(1)
 
 
5.   Investor Delivery of Payment and Documents .
 
5.1   I have tendered the full purchase price for the Shares by wiring funds in accordance with the instructions set forth in Schedule 1 hereto.
 
5.2   I hereby tender to the Company two executed copies of this Subscription Agreement.
 
5.3   I hereby tender to the Company an executed copy of the Investor Proxy.
 
5.4   In the event that a Closing does not take place with respect to my subscription for any reason or if my subscription is otherwise rejected, all cash proceeds delivered by me in accordance with the foregoing shall be returned to me as soon as practicable, without interest, offset or deduction, and the Investor Proxy shall be destroyed or returned to me as I direct.
 
5.5   In the event my subscription is accepted and there is a Closing, a certificate for the Shares for which I am subscribing will be delivered promptly to me along with a copy of a fully executed version of this Agreement.
 
6.   Acceptance or Rejection of Subscription Agreement .  The Company has the right to reject this subscription for Shares, in whole or in part, for any reason and at any time prior to a Closing with respect to this subscription. The Shares subscribed for herein will not be deemed issued to or owned by me until a copy of this Subscription Agreement has been executed by me and accepted and countersigned by the Company, and a Closing with respect to my subscription has occurred.
 
7.   Investor Representations and Warranties . I represent and warrant to the Company as follows:
 
7.1   Accredited Investor .  I am an “accredited investor” as defined in Section 2(15) of the Securities Act, and Rule 501 promulgated thereunder.  I understand that the Shares are being issued to me without registration under the Securities Act in reliance upon the exemptions contained in Regulation D promulgated under the Securities Act (“Regulation D”) and applicable state securities laws.
 
7.2   Obligations of the Company and the Investor .   The Company has no obligation to me other than as set forth in this Agreement.  I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this Subscription Agreement or Investor Proxy and any agreements made in connection herewith will survive my death or disability.  In order to induce the Company to issue and sell the Shares to me, I represent and warrant that the information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Shares becomes effective.
 
7.3   Information About the Company .  I have been given reasonable opportunity to meet with officers of the Company for the purpose of asking reasonable questions of such officers concerning the terms and conditions of the sale and issuance of the Shares and the business and operations of the Company (including the risks faced by the Company in its business and risks related to my investment in the Company) and all such questions have been answered to my full satisfaction. I have also been given an opportunity to obtain any additional relevant information to the extent reasonably available to the Company.  I have received all information regarding the Company that I have reasonably requested.  I have read and reviewed the Company’s Annual Report on Form 1-K for the year ended December 2012 and the Company’s Quarterly Reports for its 2013 fiscal quarters.  I understand that there is no assurance as to the future performance of the Company.
 
 
(2)
 
 
7.4   No assurances; No general solicitation .  I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company.  I am not purchasing the Shares as a result of or subsequent to:  (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
 
7.5   Speculative Investment .  I am aware that my purchase of Shares is a speculative investment.  I acknowledge that I can lose the entire amount of my investment in the Company.  I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company.  I have not utilized any person as my purchaser representative (as defined in Regulation D) in connection with evaluating such merits and risks and have relied solely upon my own investigation in making a decision to invest in the Company. I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.  I believe that the investment in the Company represented by my purchase of Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.  My investment in the Company does not constitute all, or substantially all, of my investment portfolio.
 
7.6   Authority. I have also necessary authority, approval and consent required for my delivery of this Subscription Agreement and the Investor Proxy and to fulfill my obligations hereunder and thereunder.
 
7.7   Restrictions on Transfer .  Investor understands that (i) the Shares have not been registered under the Securities Act or the securities laws of any state in reliance on specific exemptions from registration and (ii) the  Shares cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states, or an exemption from such registration is available.  The certificate representing the Shares will bear a restrictive legend relating to such restrictions.  In addition, Investor understands that the Company is relying on Investor’s representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws.  I understand the Company and its securities are not currently registered under the Exchange Act and there can be no assurance that they will be, and as a result, Rule 144 may not be available to me for sales or transfers of the Shares.
 
7.8   Investment Representation .  Investor is acquiring the Shares for its own account for investment and not with a view to, or for sale in connection with, any subsequent distribution of the securities, nor with any present intention of selling or otherwise disposing of all or any part of the Shares in violation of the Federal securities laws.
 
8.   Company Representations and Warranties .  The Company hereby represents and warrants to the Investor that the Company has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  All corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Company in connection with the transactions contemplated hereby has been duly and validly taken and this Agreement has  been duly executed and delivered by the Company.  Subject to the terms and conditions of this Agreement, this Agreement constitutes the valid, binding and enforceable obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of this Agreement.  The sale by the Company of the Shares does not conflict with the certificate of incorporation or bylaws of the Company or any material contract by which the Company or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the Company or its property.  The sale of the Shares will not trigger any pre-emptive or, to the knowledge of the Company, other rights held by any party and no governmental or regulatory consent is required for the consummation of the transactions contemplated by this Agreement.
 
 
(3)
 
 
9.   Indemnification .  I hereby agree to indemnify and hold harmless the Company and its officers, directors, stockholders, employees, agents, and attorneys against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person or whether incurred by the indemnified party in any action or proceeding between the indemnitor and  indemnified party or between the indemnified party and any third party) to which any such indemnified party may become subject, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by me and contained herein, or (b) arise out of or are based upon any breach by me of any representation, warranty, or agreement made by me contained herein.
 
10.   Severability; Remedies .  In the event any parts of this Subscription Agreement are found to be void, the remaining provisions of this Subscription Agreement are nevertheless binding with the same effect as though the void parts were deleted.
 
11.   Governing Law and Jurisdiction .  This Subscription Agreement and Investor Proxy will be deemed to have been made and delivered in New York City and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal law of the State of New York.  Each of the Company and the Investor hereby (i) agrees that any legal suit, action or proceeding arising out of or relating to this Subscription Agreement or Investor Proxy will be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding, (iv) agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York and (v) agrees that service of process upon it mailed by certified mail to its address set forth on my signature page will be deemed in every respect effective service of process upon it in any suit, action or proceeding.
 
12.   Counterparts .  This Subscription Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.  The execution of this Subscription Agreement and Investor Proxy must be by actual signature.
 
 
(4)
 
 
13.   Benefit .  This Subscription Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and assigns.
 
14.   Notices .   All notices, offers, acceptance and any other acts under this Subscription Agreement (except payment) must be in writing, and are sufficiently given if delivered to the addressees in person, by overnight courier service, or, if mailed, postage prepaid, by certified mail (return receipt requested), and will be effective three days after being placed in the mail if mailed, or upon receipt or refusal of receipt, if delivered personally or by courier or confirmed telecopy, in each case addressed to a party.  All communications to me should be sent to my preferred address on the signature page hereto.  All communications to the Company should be sent to Mojo Organics Inc., 101 Hudson Street, 21 st Floor, Jersey City, New Jersey 07302, Attention: Chief Executive Officer.  Each party may designate another address by notice to the other parties.
 
15.   Oral Evidence .  This Subscription Agreement and Investor Proxy constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof.  This Subscription Agreement may not be changed, waived, discharged, or terminated orally, but rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.
 
16.   Section Headings .  Section headings herein have been inserted for reference only and will not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement.
 
17.   Survival of Representations, Warranties and Agreements .  The representations, warranties and agreements contained herein will survive the delivery of, and the payment for, the Shares.
 
18.   Acceptance of Subscription .  The Company may accept this Subscription Agreement at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying me within a reasonable time thereafter.
 
 
(5)
 
 
Signature Page to Subscription Agreement





Investor Name:                                                               


Investor Signature:                                                                                     

Date:                            , 2014

Investor Address:                                                          
                                                                                          
                              

Soc. Sec. No.
  or EIN No.:                                                                  





 
The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms.
 
MOJO ORGANICS, INC.
 
 
 
By: _____________________________________
      Name:
      Title:
      Date:
 
 
(6)
 
 
Exhibit A
 
Investor Proxy
 
 
 
 
 
 
 
 
 
(7)
 
 
IRREVOCABLE PROXY
 
The undersigned hereby represents that he/she/it has acquired               shares (“Shares”) of common stock, par value $0.001 (“Common Stock”), of Mojo Organics, Inc. ( “Company”) in a private placement pursuant to the Subscription Agreement, dated                                  (“Subscription Agreement”), between the Company and the undersigned.  Pursuant to Section 4 of the Subscription Agreement, the Company intends to convene a special meeting of stockholders (“Meeting”) to consider an amendment (“Plan Amendment Proposal”) to the Company’s existing 2012 Long-Term Incentive Equity Plan (“Plan”) to increase the number of shares of Common Stock available for issuance under the Plan (excluding any shares already subject to award made under the Plan) to that number of shares equal to 20% of the shares of Common Stock outstanding on a fully diluted and giving effect to all shares sold in the Offering and Concurrent Offering (as each term is defined in the Subscription Agreement), including shares of Common Stock underlying any warrants sold therewith.  The undersigned hereby represents that he/she/it has not heretofore provided any proxies or voting instructions in connection with the Shares and hereby irrevocably appoints Glenn Simpson with full power of substitution, to vote the Shares with respect to the Plan Amendment Proposal at the Meeting and any adjournments thereof.  The undersigned hereby affirms that this proxy is coupled with an interest and shall be irrevocable.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney and irrevocable proxy effective as of the date written below.
DATED:               , 2014
 
Witnessed by:
 
Signature of Stockholder(s):
 
                                                    
 
                                                                                                                                 
 
                                                    
 
                                                                                                                                 
Print Name of Witness
 
 
Print Name of Stockholders:
 
 
 
                                                                                                                                 
 
 
 
                                                                                                                                 
 

STATE OF                                            )
)  ss.:
COUNTY OF                                         )

On the ______ day of                           , 2014, before me, the undersigned, personally appeared _____________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
_________________________
Notary Public
 
 
(8)
 
Exhibit 31.1/31.2
 
FORM OF CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATIONS

I, Glenn Simpson, certify that:

1.         I have reviewed this annual report on Form 10-K of Mojo Organics, Inc.;

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.         I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the issuer is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5.         I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

Date: April 16, 2014
 
 
/s/ Glenn Simpson
 
Name:
Glenn Simpson
 
Title:
Chief Executive Officer (Principal Executive Officer and
Principal Financial Officer)
 

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Mojo Organics, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: April 16, 2014

 
/s/ Glenn Simpson
 
Name:
Glenn Simpson
 
Title:
Chief Executive Officer (Principal Executive Officer and
Principal Financial Officer)