SECURITIES & EXCHANGE COMMISSION EDGAR...

SECURITIES & EXCHANGE COMMISSION EDGAR FILING

Jammin Java Corp

Form: 10-Q

Date Filed: 2013-09-12

Corporate Issuer CIK: 1334586Symbol: JAMNFiscal Year End: 01/31

© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to theterms of use.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2013

❑ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 000-52161

Jammin Java Corp.(Exact name of registrant as specified in its charter)

Nevada 26-4204714

(State or otherjurisdiction of

incorporation ororganization)

(IRS EmployerIdentification

No.)

4730 Tejon St., Denver, Colorado 80211(Address of principal executive offices and Zip Code)

8200 Wilshire Blvd, Suite 200 Beverly Hills, CA 90211(Address of former principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (323) 556-0746

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 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 ❑

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑ No ❑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of theExchange Act.

Large accelerated filer ❑ Accelerated filer ❑Non-accelerated filer ❑(Do not check if a smaller reporting company)

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 ☑

At September 10, 2013, there were 96,400,038 shares of the issuer’s common stock outstanding.

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

Jammin Java Corp.

For the Three and Six Months Ended July 31, 2013 and 2012

INDEX

PagePART I – FINANCIAL INFORMATION

Item 1. Financial Statements Balance Sheets as of July 31, 2013 (unaudited) and January 31, 2013 F-1 Statements of Operations (unaudited) - For the Three and Six Months ended July 31, 2013 and 2012 F-2 Statements of Cash Flows (unaudited) - For the Six Months ended July 31, 2013 and 2012 F-3 Notes to Financial Statements (unaudited) F-4 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 23 Item 4. Controls and Procedures 23

PART II – OTHER INFORMATION Item 1. Legal Proceedings 25 Item 1A. Risk Factors 25 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25 Item 3. Defaults Upon Senior Securities 27 Item 4. Mine Safety Disclosures 27 Item 5. Other Information 27 Item 6. Exhibits 28 Signatures 29


PART I - FINANCIAL INFORMATION Item 1. Financial Statements.

JAMMIN JAVA CORP.BALANCE SHEETS

July 31, January 31, 2013 2013 (Unaudited)

Assets Current Assets:

Cash $ 410,061 $ - Restricted cash - 65,382 Accounts receivable 1,629,165 415,721 Notes receivable - related party 2,724 - Inventory 2,982,303 - Prepaid expenses 364,501 173,264 Other current assets - 24,387

Total Current Assets 5,388,754 678,754

Property and equipment, net 69,808 19,705 License agreement 681,334 705,667 Deferred financing costs - 43,490 Other assets 15,716 -

Total Assets $ 6,155,612 $ 1,447,616

Liabilities and Stockholders' Equity Current Liabilities:

Accounts payable $ 876,197 $ 762,663 Accounts payable - related party - 2,258 Accrued expenses 53,253 92,586 Accrued expenses - related party 84,503 30,073 Bank Overdraft - 8,931 Notes payable - Related party - 9,454 Secured promissory note - net of discount of $-0- and $29,925, respectively - 320,075 Notes payable 6,207 - Derivative liability - 120,006

Total Current Liabilities 1,020,160 1,346,046

Total Liabilities 1,020,160 1,346,046 Stockholders' Equity:

Common stock, $.001 par value, 5,112,861,525 shares authorized;95,722,901 and 79,373,546 shares issued and outstanding, as of July 31,2013 and January 31, 2013, respectively 97,959 79,377 Shares due from Ironridge (674,450) - Additional paid-in-capital 13,904,488 7,081,011 Accumulated deficit (8,192,545) (7,058,818)

Total Stockholders' Equity 5,135,452 101,570

Total Liabilities and Stockholders' Equity $ 6,155,612 $ 1,447,616

See accompanying notes to financial statements

F-1


JAMMIN JAVA CORP.STATEMENTS OF OPERATIONS

Three Months Ended July

31, Six Months Ended July 31, 2013 2012 2013 2012 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ 1,605,438 $ 559,485 2,422,487 $ 869,099 Cost of sales:

Cost of sales products 1,133,359 492,728 1,451,520 727,261 Total cost of sales 1,133,359 492,728 1,451,520 727,261

Gross Profit $ 472,079 $ 66,757 970,967 $ 141,838

Operating Expenses:

Compensation and benefits 411,996 635,066 687,153 1,210,729 Selling and marketing 37,719 124,994 123,932 302,772 General and administrative 416,946 277,712 868,748 493,772

Total operating expenses 866,661 1,037,772 1,679,833 2,007,273 Other income (expense):

Other expense (Including loss on settlement of liabilities of$436,207) (319,321) - (316,186) -

Interest income - 103 - 413 Interest (expense) (1,176) (15,320) (108,674) (15,389)

Total other income (expense) (320,497) (15,217) (424,860) (14,976)Net Loss $ (715,079) $ (986,232) (1,133,726) $ (1,880,411)

Net loss per share: Basic and diluted loss per share $ (0.01) $ (0.01) (0.01) $ (0.02)

Weighted average common shares outstanding - basic and diluted 90,108,517 76,744,150 85,413,315 76,744,150

See accompanying notes to financial statements

F-2


JAMMIN JAVA CORP.STATEMENTS OF CASH FLOWS

Six Months Ended July 31, 2013 2012 Cash Flows From Operating Activities:

Net loss $ (1,133,726) $ (1,880,411) Adjustments to reconcile net loss to net cash used in operating activities:

Common stock issued for services 577,053 - Shared-based employee compensation 423,132 996,181 Depreciation 3,752 2,622 Amortization of license agreement 24,333 - Amortization of debt discount and deferred financing costs 43,490 13,542 Loss on extinguishment of liabilities 436,207 - Changes in:

Accounts receivable (1,213,444) (350,833) Notes receivable - related party (2,724) - Inventory (2,982,303) - Prepaid expenses and other current assets (166,850) 11,497 Other assets - long term (15,716) - Accounts payable 4,792,493 411,334 Accrued expenses 15,097 (2,601) Bank Overdraft (8,931) - Derivative liability (120,006) 59,850

Net cash provided by (used in) operating activities 671,857 (738,819) Cash Flows From Investing Activities:

Purchases of property and equipment (53,856) (14,764) Restricted cash 65,382 -

Net cash provided by (used in) investing activities 11,526 (14,764) Cash Flows From Financing Activities:

Repayment on notes payable - related party (11,825) (19,725) Advances from related parties 2,371 - Proceeds from sale of common stock 50,000 - Repayment on promissory note (350,000) 350,000 Payment of financing costs - (57,575) Financing on short term debt 36,132 (53,444)

Net cash (used in) provided by financing activities (273,322) 219,256 Net change in cash 410,061 (534,327) Cash at beginning of period - 835,878 Cash at end of period $ 410,061 $ 301,551

Supplemental Cash Flow Information:

Cash paid for interest $ 54,103 $ 103

Cash paid for income taxes $ - $ -

Non-Cash Transactions:

Financed insurance policy $ 12,414 $ 15,280

Extinguishment of debt for stock $ (4,681,217) $ -

Common stock issued for the purchase of inventory $ 2,982,303 $ -

Common stock issued for the prepaid expenses $ 75,914 $ -

See accompanying notes to the financial statements

F-3


JAMMIN JAVA CORP.NOTES TO FINANCIAL STATEMENTS

July 31, 2013(Unaudited)

Note 1. Basis of Presentation The accompanying unaudited interim financial statements of Jammin Java Corp. (the “Company”) have been prepared in accordance withaccounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission(“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latestAnnual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurringadjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented havebeen reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the fullyear or any other future period. Notes to the financial statements that would substantially duplicate the disclosures contained in theaudited financial statements for the most recent fiscal year as reported in the Company’s Annual Report on Form 10-K have beenomitted. The accompanying balance sheet at January 31, 2013 has been derived from the audited balance sheet at January 31, 2013contained in such Form 10-K. As used in this Quarterly Report, the terms “we,” “us,” “our,” “Jammin Java” and the “Company” mean Jammin Java Corp., unlessotherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated. Note 2. Business Overview and Summary of Accounting Policies Jammin Java, doing business as Marley Coffee, is a United States (U.S.)-based company that provides sustainably grown, ethicallyfarmed and artisan roasted gourmet coffee through multiple U.S. and international distribution channels, using the Marley Coffee brandname. U.S. and international grocery retail channels have become the Company’s largest revenue channels, followed by online retail,office coffee services (referred to herein as OCS), food service outlets and licensing. The Company intends to continue to develop theserevenue channels and achieve a leadership position in the gourmet coffee space by capitalizing on the global recognition of the Marleyname through the licensing of the Marley Coffee trademarks. Reclassifications. Certain prior period amounts have been reclassified to conform with the current period presentation for comparativepurposes. Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with accounting principlesgenerally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts ofassets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that theestimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from thoseestimates. Fair Value. The Company has adopted a single definition of fair value, a framework for measuring fair value and expanded disclosuresconcerning fair value. In this valuation, the exchange price is the price in an orderly transaction between market participants to sell anasset or transfer a liability at the measurement date and fair value is a market-based measurement and not an entity-specificmeasurement. The Company utilizes the following hierarchy in fair value measurements:

· Level 1 – Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

· Level 2 – Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similarassets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable atcommonly quoted intervals.

· Level 3 – Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, marketactivity for the related asset or liability.

F-4


Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to becash equivalents. As of July 31, 2013, the Company had no cash equivalents. Additionally, no interest income was recognized for thethree and six months ended July 31, 2013. As of July 31, 2013, the Company held no auction rate securities. Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment. Allrevenue is recognized when (i) persuasive evidence of an arrangement exists; (ii) the service or sale is completed; (iii) the price is fixed ordeterminable; and (iv) the ability to collect is reasonably assured. The Company utilizes third parties for the production and fulfillment of orders placed by customers. The Company, acting as principal,takes title to the product and assumes the risks of ownership; including, the risks of loss for collection, delivery and returns.

Allowance for Doubtful Accounts. The Company does not require collateral from its customers with respect to accounts receivable. TheCompany determines any required allowance by considering a number of factors, including the length of time accounts receivable arepast due. The Company’s policy is to provide reserves for accounts receivable when they become uncollectible. Historically, theCompany has experienced minimal losses from collections. Accordingly, the Company has determined that no allowance for doubtfulaccounts was required at July 31, 2013.

Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost, which approximatesactual cost, on a first-in, first-out basis. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete orin excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell itsinventories by providing an excess inventory reserve. As of July 31, 2013 the Company determined that no reserve was required.

Property and Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs, asincurred, are charged to expense. Renewals and enhancements which extend the life or improve existing equipment are capitalized.Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss isreflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which arethree years. Depreciation was $1,876 and $3,752 for the three and six months ended July 31, 2013, respectively. Depreciation was $2,067 and$2,622 for the three and six months ended July 31, 2012, respectively. Impairment of Long-Lived Assets. Long-lived assets consist of a license agreement and property and equipment. The licenseagreement is reviewed for impairment at least annually whenever events or changes in circumstances indicate that the carrying amount ofsuch assets may not be recoverable (see Note 5). Determination of recoverability is based on an estimate of undiscounted future cashflows resulting from the use of the asset. In the event that such cash flows are not expected to be sufficient to recover the carryingamount of the assets, the assets are written down to their estimated fair values. Management evaluated the carrying value of long-livedassets including the license and determined that no impairment existed at July 31, 2013.

F-5


Stock-Based Compensation. Pursuant to the provisions of Financial Accounting Standards Board (“FASB”) Accounting StandardsCodification (“ASC”) 718-10, “Compensation – Stock Compensation,” which establishes accounting for equity instruments exchanged foremployee service, we utilize the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at thedate of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in theseinputs and assumptions can materially affect the measurement of estimated fair value of our share-based compensation. Theseassumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of theassumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experiencewith stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based onrelevant facts and circumstances. Common stock issued for services to non-employees is valued at (i) the market value of the stock on the date of issuance or (ii) the valueof the services, whichever is more clearly determinable. If the total value exceeds the par value of the stock issued, the value in excess ofthe par value is added to the additional paid-in-capital account. We estimate volatility of our publicly-listed common stock by consideringhistorical stock volatility. Income Taxes. The Company follows ASC 740, Income Taxes. Deferred tax assets or liabilities are recorded to reflect the future taxconsequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each reportingperiod. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporarydifferences reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset willnot be realized.

Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted averageof shares outstanding during the year. Diluted earnings per share includes the impact on dilution from all contingently issuable shares,including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by thetreasury stock method. The Company incurred a net loss for the six months ended July 31, 2013 and 2012, respectively. In addition,basic and diluted earnings per share for such periods are the same because all potential common equivalent shares would be anti-dilutive including the 9,400,000 outstanding options as of July 31, 2013. Recently Issued Accounting Pronouncements. Management has considered all recent accounting pronouncements issued since thelast audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a materialeffect on the Company’s financial statements. Note 3 – Going Concern and Liquidity

These financial statements have been prepared by management assuming that the Company will be able to continue as a going concernand contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements donot include any adjustments to the recoverability of recorded asset amounts or the amounts or classifications of liabilities that might benecessary should the Company be unable to continue as a going concern. The Company incurred a net loss of $1,133,726 for the six months ended July 31, 2013, and has an accumulated deficit since inceptionof $8,192,545. The Company has a history of losses and has only recently begun to generate revenue as part of its principal operations.These conditions raise substantial doubt about the Company's ability to continue as a going concern. The operations of the Companyhave primarily been funded by the issuance of its common stock. The Company may, in the future, need to secure additional fundsthrough future equity sales. No assurance can be given that additional financing will be available, or if available, will be on termsacceptable to the Company. The Company’s ability to meet its obligations in the ordinary course of business is dependent upon its ability to sell its products directly toend-users and through distributors, establish profitable operations through increased sales and decreased expenses, and obtainadditional funds when needed. Management intends to increase sales by increasing the Company’s product offerings, expanding itsdirect sales force and expanding its domestic and international distributor relationships.

F-6


There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary,at a level to meet its current obligations. As a result, the opinion the Company received from its independent registered public accountingfirm on its January 31, 2013 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding theCompany’s ability to continue as a going concern. Note 4 – Inventories

Inventories were comprised of:

July 31, January 31, 2013 2013 Finished Goods - Coffee $ 2,982,303 $ - 2,982,303 -

Note 5 - Trademark License Agreements

July 31, January 31, 2013 2013 License Agreement $ 766,000 $ 766,000 Impairment (36,000) (36,000) Accumulated amortization (48,666) (24,333) License Agreement, net 681,334 705,667

The license term and corresponding amortization period is fifteen years. Amortization expense consists of the following:

Three Months Ended July

31, Six Months Ended July 31, 2013 2012 2013 2012 License Agreement $ (12,166) $ - $ (24,333) $ - Total License Agreement Amortization Expense $ (12,166) $ - $ (24,333) $ -

F-7


As of July 31, 2013, the remaining useful life of the Company's license agreement was approximately 14 years. The following table showsthe estimated amortization expense for the remaining current fiscal year, each of the four succeeding fiscal years and thereafter.

Years Ending January 31, 2014 $ 24,335 2015 48,667 2016 48,667 2017 48,667 2018 48,667 Thereafter 462,331 Total $ 681,334

Note 6 – Notes Payable On July 19, 2012, we entered into a credit agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership(“TCA”), effective June 29, 2012 (the “Credit Agreement”). Pursuant to the Credit Agreement, TCA agreed to loan the Company up to $2million for working capital purposes, based on the amount of eligible accounts receivable the Company provided to secure the repaymentof the amounts borrowed.

On July 19, 2012, we borrowed $350,000 pursuant to the Credit Agreement, evidenced by a revolving note (the “Revolving Note”), therepayment of which was secured by a security interest in substantially all of our assets in favor of TCA, including the Trademarks. TheRevolving Note accrued interest at the rate of 12% per annum (18% per annum upon a default) and was due and payable on July 18,2013. The Credit Agreement and Revolving Note were terminated in connection with the March 2013 Stipulation (Ironridge Transaction #1),described in Note 9, pursuant to which Ironridge purchased the outstanding debt which we owed to TCA and also purchased $100,000 ofoutstanding liabilities relating to 588,235 shares of our common stock originally issued to TCA, which shares TCA returned to theCompany and cancelled in May 2013. See Note 9 for further details.

Note 7 - Related Party Transactions

Transactions with Marley Coffee Ltd

During the three and six months ended July 31, 2013, the Company made purchases of $377,135 and $461,627 from Marley Coffee Ltd.("MC") a producer of Jamaican Blue Mountain coffee that the Company purchases in the normal course of its business. The Companydirects these purchases to third-party roasters for fulfillment of sales orders. The Company's Chairman, Rohan Marley, is an owner ofapproximately 25% of the equity of MC.

Capital Advance by Company President & CEO/Shareholders

During the six months ended July 31, 2013, Anh Tran, President of the Company, and Brent Toevs, Chief Executive Officer, advanced theCompany funds to supplement working capital in the total amount of $81,423. At July 31, 2013, such amount had been repaid in full andthere were no outstanding balances on these advances as of July 31, 2013. The advances were unsecured, non-interest bearing and dueon demand.

F-8


Note 8 – Stock Options Share-based Compensation: On October 14, 2012, the Board approved the 2012 Equity Compensation Plan (the “2012 Equity Compensation Plan”). The EquityCompensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restrictedstock units, performance shares, performance units and stock awards. The 2012 Equity Compensation Plan provides that no more than12 million shares of the Company’s common stock may be issued pursuant to awards under the 2012 Equity Compensation Plan. OnNovember 13, 2012, the Company registered the shares of common stock under the 2012 Equity Compensation Plan on a registrationstatement on Form S-8 filed with the Securities and Exchange Commission. Awards under the 2012 Equity Compensation Plan may bemade to employees, directors and consultants of the Company. As of July 31, 2013, 2,958,898 shares of common stock and 5,400,000options are outstanding under the 2012 Equity Compensation Plan. During the three and six months ended July 31, 2013, the Company recognized share-based compensation expenses totaling $211,566and $423,132. The remaining amount of unamortized stock option expense at July 31, 2013 was $1,320,372. The intrinsic value of exercisable and outstanding options at July 31, 2013 was $647,000. Activity in stock options during the six month period ended July 31, 2013 and related balances outstanding as of that date are set forthbelow:

Number of

Weighted Average Weighted AverageShares Exercise Price Remaining Contract

Term (# years)Outstanding at February 1, 2013 9,400,000 $ 0.26 Granted - - Exercised - - Forfeited and canceled - -

Outstanding at July 31, 2013 9,400,000 $ 0.26 4.54

Exercisable at July 31, 2013 3,899,999 $ 0.32 4.20

Note 9 – Settlement of Liabilities with Ironridge Ironridge Transaction #1 On March 6, 2013, pursuant to an order setting forth a stipulated settlement (“Order #1” and “Stipulation #1”) issued by the Superior Courtof the State of California for the County of Los Angeles – Central District (the “Court”), Ironridge Global IV, Ltd. (“Ironridge”), who hadpreviously purchased a total of $1,017,744 in accounts payable and accrued expenses (“Claim #1”) owed by us to various parties, wasissued 7,000,000 shares of our common stock (“Initial Issuance #1”) in satisfaction of such accounts payable and accrued expenses,which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amountsoriginally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior creditagreements, and attorneys’ fees.

F-9


The shares issued in Initial Issuance #1 were subject to adjustment as provided below:

· From the date of Stipulation #1 until that number of consecutive trading days following the Issuance Date required for theaggregate trading volume of the Common Stock to exceed $10,000,000 (“Calculation Period #1”), Ironridge was to retain thatnumber of shares of Common Stock of Initial Issuance #1 (“Final Amount #1”) with an aggregate value equal to (a)$1,068,631 (105% of Claim Amount #1), plus reasonable attorney’s fees and expenses, divided by (b) 80% of the following:the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #1 (which closingprice was $0.35 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any fivetrading days during Calculation Period #1, less $0.01 per share (“Share Price #1”).

· If at any time during Calculation Period #1 Initial Issuance #1 was less than any reasonable possible Final Amount #1 or adaily volume weighted average price was below 80% of the closing price on the day before Issuance Date #1, Ironridge couldrequest that the Company reserve and issue additional shares of Common Stock (“True Up Shares”), provided that noadditional shares of common stock were requested.

· At the end of Calculation Period #1, if the sum of Initial Issuance #1 and any True-Up Shares did not equal the Final Amount#1, adjustments were to be made to the shares of Common Stock issued pursuant to Stipulation #1 and either additionalshares were to be issued to Ironridge or Ironridge was required to return shares to the Company for cancellation.

The Stipulation #1 provided that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result inthem owning or controlling more than 9.99% of the Company’s outstanding Common Stock. The Company also agreed pursuant toStipulation #1 that (a) until at least one half of the total trading volume for Calculation Period #1 had traded, the Company would not,directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #1was approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c)until at least six months from the date Order #1 was approved, the Company would not, directly or indirectly, issue or sell any free tradingsecurities for financing purposes (except for shares issuable to TCA Global Credit Master Fund, LP).

The Calculation Period #1 was satisfied as of June 18, 2013, at which time a final adjustment was made to the number of shares owed toIronridge. The final number of shares owed was 5,353,512, resulting in 1,646,488 shares of the initial 7,000,000 shares issued beingreturned by Ironridge and cancelled by the Company in July 2013.

For the six months ended July 31, 2013, the Company, in connection with the above transaction, recorded a loss on extinguishment ofdebt in the amount of $340,398 which equaled the difference in the fair value of the shares issued to and the obligations assumed byIronridge.

Ironridge Transaction #2

On May 24, 2013, pursuant to an order setting forth a stipulated settlement (“Order #2” and “Stipulation #2”) issued by the Court,Ironridge, who had previously purchased a total of an additional $1,278,058 in accounts payable and accrued expenses (“Claim #2”)owed by us to various parties, was issued 5,000,000 shares of our common stock (“Initial Issuance #2”) in satisfaction of such accountspayable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accruedexpenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property andequipment, prior credit agreements, and attorneys’ fees.

F-10


The shares issued in Initial Issuance #2 are subject to adjustment as provided below:

· From the date of Stipulation #2 until that number of consecutive trading days following Issuance Date #2 required for theaggregate trading volume of the Common Stock to exceed $20,000,000 (“Calculation Period #2”), Ironridge will retain thatnumber of shares of Common Stock of the Initial Issuance #2 (“Final Amount #2”) with an aggregate value equal to (a)$1,278,058 (105% of Claim Amount #2), plus reasonable attorney’s fees and expenses, divided by (b) 80% of the following:the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #2 (which closingprice was $0.32 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any fivetrading days during Calculation Period #2, less $0.01 per share (“Share Price #2”) and (b) the positive difference, if any,between (i) $1,019,390 divided by 80% of the average of the lowest five lowest volume weighted average prices duringCalculation Period #2, and (ii) $1,019,390 divided by 80% of the average of the lowest five volume weighted average pricesduring the period from March 4, 2013 to May 24, 2013.

· If at any time during Calculation Period #2 Initial Issuance #2 is less than any reasonable possible Final Amount #2 or a dailyvolume weighted average price is below 80% of the closing price on the day before Issuance Date #2, Ironridge may requestthat the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For eachday after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic formand fully cleared for trading, Calculation Period #2 shall be extended by one trading day.

· At the end of Calculation Period #2, if the sum of Initial Issuance #2 and any True-Up Shares does not equal Final Amount #2,adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #2 and either additional sharesshall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.

Stipulation #2 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in themowning or controlling more than 9.99% of the Company’s outstanding Common Stock. The Company also agreed pursuant to Stipulation#2 that (a) until at least one half of the total trading volume for Calculation Period #2 has traded, the Company would not, directly orindirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #2 is approved,the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least sixmonths from the date Order #2 is approved, the Company would not, directly or indirectly, issue or sell any free trading securities forfinancing purposes.

Through July 31, 2013, the Company, in connection with the above transaction, recorded an estimated loss on extinguishment of debt inthe amount of $43,466 which equaled the difference in the fair value of the shares issued to and the obligations assumed by Ironridge.This amount will be adjusted each period until Calculation Period #2 has ended and the true-up is completed.

Ironridge Transaction #3

On July 26, 2013, pursuant to an order setting forth a stipulated settlement (“Order #3” and “Stipulation #3”) issued by the Court,Ironridge, who had previously purchased an additional total of $2,499,372 in accounts payable and accrued expenses (“Claim #3”) owedby us to various parties, was issued 5,000,000 shares of our common stock (“Initial Issuance #3”) in satisfaction of such accounts payableand accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accruedexpenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property andequipment, prior credit agreements, and attorneys’ fees.

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The shares issued in Initial Issuance #3 are subject to adjustment as provided below:

· From the date of Stipulation #3 until that number of consecutive trading days following Issuance Date #3 required for theaggregate trading volume of the Common Stock to exceed $50,000,000 (“Calculation Period #3”), Ironridge will retain thatnumber of shares of Common Stock of Initial Issuance #3 (“Final Amount #3”) with an aggregate value equal to (a)(i)$2,624,340 (105% of Claim Amount #3), plus reasonable attorney’s fees and expenses, (ii) divided by 80% of thefollowing: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #3(which closing price was $0.50 per share), not to exceed the arithmetic average of the individual volume weighted averageprices of any five trading days during Calculation Period #3, less $0.01 per share; and (b) the sum of (i) the positivedifference, if any, between (A) $1,358,299.08 divided by 80% of the average of the lowest five individual daily volumeweighted average prices during Calculation Period #3, and (B) $1,358,299.08 divided by 80% of the average of the lowest fiveindividual daily volume weighted average prices during the period from May 24, 2013 to the date of entry of Order #3, and (ii)the positive difference, if any, between (A) the sum of one and a half times Initial Issuance #3, and (B) the number of sharesotherwise owed pursuant to the foregoing.

· If at any time during Calculation Period #3 Initial Issuance #3 is less than any reasonable possible Final Amount #3 or a dailyvolume weighted average price is below 80% of the closing price on the day before Issuance Date #3, Ironridge may requestthat the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For eachday after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic formand fully cleared for trading, Calculation Period #3 shall be extended by one trading day.

· At the end of Calculation Period #3, if the sum of Initial Issuance #3 and any True-Up Shares does not equal Final Amount #3,adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #3 and either additional sharesshall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.

Stipulation #3 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in themowning or controlling more than 9.99% of the Company’s outstanding Common Stock and with regard to at least 5% of Final Amount #3,Ironridge shall not sell any shares of Common Stock issuable in connection with such amount until at least six months after entry of Order#3. We also agreed pursuant to Stipulation #3 that (a) until at least one half of the total trading volume for Calculation Period #3 hastraded, we would not, directly or indirectly, enter into or effect any split or reverse split of our Common Stock; and (b) until at least thirtydays from the date Order #3 is approved, we would not, directly or indirectly, issue any securities pursuant to a Form S-8 registrationstatement. Until at least 180 days after the end of Calculation Period #3, (a) we agreed that we would not issue, sell or agree to issue orsell any securities to any person other than Ironridge or its affiliates, except for: (A) common stock, options or warrants to employees,officers, consultants or directors pursuant to Employee Stock Ownership Plans, or (B) restricted common stock, in transactions withstrategic industry, business or operating partners that provide benefits other than the investment of funds, issued at a fixed price notsubject to any adjustment, reset or variable element of any kind.

Through July 31, 2013, the Company, in connection with the above transaction, recorded an estimated loss on extinguishment of debt inthe amount of $52,343 which equaled the difference in the fair value of the shares issued and the obligations assumed by Ironridge. Thisamount will be adjusted each period until Calculation Period #3 has ended and the true-up is completed.

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Note 10 – Commitments and Contingencies The Company’s commitments and contingencies include the usual claims and obligations of a wholesaler and distributor of coffeeproducts in the normal course of a business. The Company may be, from time to time, involved in legal proceedings incidental to theconduct of our business. The Company is not involved in any litigation or legal proceedings as of July 31, 2013.

On June 25, 2013, and effective August 1, 2013, the Company entered into a lease agreement for office space located at 4730 TejonStreet, Denver, Colorado 80211. The office space encompasses approximately 4,800 square feet. The lease has a term of 36 monthsexpiring on July 31, 2016, provided that the Company has two additional three year options to renew the lease after the end of the initialterm. Rent during the first three year option period escalates at the rate of 4% per year (starting with the last monthly rental cost of theinitial term of the agreement, described below), and rent during the second three year option period will be at a rental cost mutuallyagreed by the Company and the landlord. Rent due under the initial term of the agreement is as follows:

· $7,858 per month from August 1, 2013 to July 31, 2014;· $8,172 per month from August 1, 2014 to July 31, 2015; and· $8,499 per month from August 1, 2015 to July 31, 2016.

Effective August 1, 2013, in connection with the Company’s entry into the office space lease described above, the Company moved itsprincipal place of business to Denver, Colorado. Note 11 – Subsequent Events As noted above, the calculation periods for Stipulations #2 and #3 were open as of July 31, 2013. Reductions in the Company's stockprice below the price at which each transaction closed subsequent to July 31, 2013 could cause additional shares to be issued throughthe end of the calculation period. During the period subsequent to July 31, 2013, the Company's stock price has not dropped below theclosing price for Stipulation #2. If the Company were to settle Stipulation #3 at $0.40 per share (the lowest weighted average closingstock price during the period subsequent to July 31, 2013), instead of the initial closing price of $0.50, then approximately 3,060,000additional shares of common stock would be owed to Ironridge. On September 10, 2013, the Company entered into Amended and Restated Employment Agreements with its Chief Executive Officer,Brent Toevs and its President and Chief Operating Officer, Anh Tran. The Amended and Restated Employment Agreements amended,restated and replaced the prior employment agreements of Mr. Toevs and Mr. Tran effective August 8, 2011 and August 5, 2011,respectively. The Amended and Restated Employment Agreements each have a term extending until August 1, 2016.

Mr. Toevs was issued 100,000 shares of the Company’s common stock in consideration for agreeing to the terms of the amendedagreement and was granted five year options to purchase 2,000,000 shares of the Company’s common stock at an exercise price of$0.46 per share, with options to purchase 666,666 shares vesting on August 1, 2014 and options to purchase 666,667 shares vesting onAugust 1, 2014 and 2015, respectively, subject to the terms of the Company’s equity incentive plans.

In the event of termination of Mr. Toevs’ employment by the Company with cause or by Mr. Toevs for good reason (each as described inthe agreement), the Company agreed to pay Mr. Toevs, in addition to all other compensation which he would be due, twelve months ofsalary under the agreement as severance pay (or such lesser amount of months then left on the term), and that all unvested optionswould vest to Mr. Toevs immediately. In the event of the termination of the agreement by the Company without cause or by Mr. Toevs forgood reason, the non-compete and non-solicitation provisions (described below) of the agreement terminate and are of no force or effect.In the event of the termination of Mr. Toevs’ employment due to his death or by the Company with cause (as described in the agreement),the Company agreed to pay Mr. Toevs, in addition to all other compensation which he would be due, six months of salary under theagreement as severance pay (or such lesser amount of months then left on the term), and that any unvested options would be forfeitedupon such termination date. In the event of the termination of Mr. Toevs’ employment either six months prior to or six months after achange of control (as defined and described in the agreement), Mr. Toevs is to receive all consideration due to him as of the date oftermination of the employment agreement plus, as a severance payment, all salary due to him had the employment agreement extendeduntil the end of the stated term, any unvested options shall vest immediately, Mr. Toevs’ is to receive a cash payment equal to the valueof any previously expired options, and the non-compete and non-solicitation provisions of the agreement terminate and are of no force oreffect. In the event the agreement is terminated due to Mr. Toevs’ disability, Mr. Toevs is to receive compensation due to him through thedate of termination.

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Mr. Tran was issued 100,000 shares of the Company’s common stock in consideration for agreeing to the terms of the amendedagreement and was granted five year options to purchase 2,000,000 shares of the Company’s common stock at an exercise price of$0.46 per share, with options to purchase 666,666 shares vesting on August 1, 2014 and options to purchase 666,667 shares vesting onAugust 1, 2014 and 2015, respectively, subject to the terms of the Company’s equity incentive plans.

In the event of termination of Mr. Tran’s employment by the Company with cause or by Mr. Tran for good reason (each as described inthe agreement), the Company agreed to pay Mr. Tran, in addition to all other compensation which he would be due, twelve months ofsalary under the agreement as severance pay (or such lesser amount of months then left on the term), and that all unvested optionswould vest to Mr. Tran immediately. In the event of the termination of the agreement by the Company without cause or by Mr. Tran forgood reason, the non-compete and non-solicitation provisions of the agreement (described below) terminate and are of no force oreffect. In the event of the termination of Mr. Tran’s employment due to his death or by the Company with cause (as described in theagreement), the Company agreed to pay Mr. Tran, in addition to all other compensation which he would be due, six months of salaryunder the agreement as severance pay (or such lesser amount of months then left on the term), and that any unvested options would beforfeited upon such termination date. In the event of the termination of Mr. Tran’s employment either six months prior to or six monthsafter a change of control (as defined and described in the agreement), Mr. Tran is to receive all consideration due to him as of the date oftermination of the employment agreement plus, as a severance payment, all salary due to him had the employment agreement extendeduntil the end of the stated term, any unvested options vest immediately to Mr. Tran, Mr. Tran is to receive a cash payment equal to thevalue of any previously expired options, and the non-compete and non-solicitation provisions of the agreement terminate and are of noforce or effect. In the event the agreement is terminated due to Mr. Tran’s disability, Mr. Tran is to receive compensation due to himthrough the date of termination.

Pursuant to the agreements, Mr. Toevs and Mr. Tran agreed to not compete against the Company for a period of one year following thetermination of their agreements and to not solicit employees of the Company for two years following the termination of their agreements.

Effective September 10, 2013, an employee of the Company was granted five year options to purchase 1,000,000 shares of theCompany’s common stock at an exercise price of $0.46 per share, which shall vest at the rate of 1/12th of such options at the end of eachcalendar quarter (beginning with September 30, 2013) that such employee is still employed by the Company, subject to the terms of theCompany’s equity incentive plans.

Effective September 10, 2013, the Board of Directors approved and adopted the Company’s 2013 Equity Incentive Plan. The 2013 EquityIncentive Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restrictedstock awards, restricted units, stock appreciation rights, performance shares and other securities as described in greater detail in the2013 Equity Incentive Plan, to the Company’s employees, officers, directors and consultants. A total of 12,000,000 shares are authorizedfor issuance under the 2013 Equity Incentive Plan.

In July and August 2013, the Company began a private offering of units to accredited investors, each consisting of one share of commonstock and ½ of one warrant to purchase one share of common stock, which units have a sales price equal to a 20% discount to the closingprice of the Company’s common stock on the date of each investor’s subscription and which warrants have an exercise price equal to150% of the closing price on the date of each investor’s subscription. As of the date of this filing, the Company has sold an aggregate of647,137 units to four accredited investors at prices between $0.35 and $0.392 per unit and has raised proceeds of $246,000 from suchsales. An aggregate of 647,137 shares and warrants to purchase an aggregate of 323,570 shares of the Company’s common stock havebeen sold in the offering, which warrants are evidenced by Common Stock Purchase Warrants, have exercise prices from between $0.66and $0.74 per share, a term of one year, provide cashless exercise rights in the event the shares of common stock issuable uponexercise of the warrants are not registered with the Securities and Exchange Commission and prohibit the holders thereof from exercisingsuch warrants to the extent such exercise would result in the beneficial ownership of more than 4.99% of the Company’s common stock,subject to the holders’ right to waive such limitation with 61 days prior written notice.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. As used in this Quarterly Report, unless the context requires otherwise, references to “the Company,” “we,” “us,” “our,” “Jammin Java”and “Jammin Java Corp.” refer specifically to Jammin Java Corp. This information should be read in conjunction with the interimunaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financialstatements and notes thereto and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operationscontained in our Annual Report on Form 10-K for the year ended January 31, 2013. FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the documents incorporated by reference, include “forward-looking statements” that involve risksand uncertainties, as well as assumptions that, if they prove incorrect or never materialize, could cause our results to differ materially andadversely from those expressed or implied by such forward-looking statements. Examples of forward-looking statements include, but arenot limited to any statements, predictions and expectations regarding our earnings, revenues, sales and operations, operating expenses,anticipated cash needs, capital requirements and capital expenditures, needs for additional financing, use of working capital, plans forfuture products, services and distribution channels, anticipated growth strategies, planned capital raises, ability to attract distributors andcustomers, sources of net revenue, anticipated trends and challenges in our business and the markets in which we operate, the impact ofeconomic and industry conditions on our customers and our business, customer demand, our competitive position, the outcome of anylitigation against us, critical accounting policies and the impact of recent accounting pronouncements. Additional forward-lookingstatements include, but are not limited to, statements pertaining to other financial items, plans, strategies or objectives of management forfuture operations, our financial condition or prospects, and any other statement that is not historical fact. Forward-looking statements areoften identified by the use of words such as “may,” “might,” “intend,” “should,” “could,” “can,” “would,” “continue,” “expect,” “believe,”“anticipate,” “estimate,” “predict,” “potential,” “plan,” “seek” and similar expressions and variations or the negativities of these terms orother comparable terminology. These forward-looking statements are based on the expectations, estimates, projections, beliefs and assumptions of our managementbased on information currently available to management, all of which is subject to change. Such forward-looking statements are subject torisks, uncertainties and other factors that are difficult to predict and could cause actual results to differ materially from those stated orimplied by our forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, thoseidentified under “Risk Factors” in this Form 10-Q and incorporated by reference herein. We undertake no obligation to revise or updatepublicly any forward-looking statements to reflect events or circumstances after the date of such statements for any reason except asotherwise required by law. The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment inour common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report, our AnnualReport on Form 10-K for the year ended January 31, 2013 and in our other reports filed with the Securities and Exchange Commission(the “SEC”).

Overview Jammin Java, doing business as Marley Coffee, is a United States-based company that provides sustainably grown, ethically-farmed andartisan roasted gourmet coffee through multiple United States and international distribution channels. We intend to develop a significantshare of these markets and achieve a leadership position by capitalizing on the global recognition of the “Marley” brand name. We hopeto capitalize on the guidance and leadership of our Chairman, Rohan Marley, and to increase our sales through the marketing of productsusing the likeness of, and reflecting the personality of, Mr. Marley. Additionally, through a licensing agreement with the family of the latereggae performer, Robert Nesta Marley, professionally known as Bob Marley (which family members include Rohan Marley, ourChairman and the son of Bob Marley), we are provided the worldwide right to use the name “Marley Coffee” and reasonably similarvariations thereof.

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We believe the key to our growth is a multichannel distribution and sales strategy. Since August 2011, we have been introducing a widevariety of coffee products through multiple distribution channels using the Marley Coffee brand name. The main channels of revenue forthe Company are now and are expected to continue to be grocery retail, online retail, office coffee services (OCS), foodservice, greenbean coffee sales and vending and automated retailing. In order to market our products in these channels, we have developed a variety of coffee products in varying formats. The Companyoffers an entire line of coffee in whole bean and ground form with varying sizes including 2.5 ounce (oz), 8oz, 12oz and 2 pound (lbs)sizes. The Company also offers a “single serve” solution with its compostable Single-Serve Pods for Bunn® and other pod-based homeand office brewers. The Company also previously launched its Marley Coffee Real Cup; compatible cartridges, for use in most models ofKeurig®'s K-Cup brewing system. The Company is also working to provide coffee vending solutions through its partner AVT, Inc.

On September 13, 2012, the Company entered into a fifteen (15) year license agreement (renewable for two additional fifteen (15) yearterms thereafter in the option of the Company) with an effective date of August 7, 2012 with Fifty-Six Hope Road Music Limited, aBahamas international business company (“Fifty-Six Hope Road” and the “FSHR License Agreement”). Rohan Marley, our Chairman,owns an interest in and serves as a director of Fifty-Six Hope Road. Pursuant to the FSHR License Agreement, Fifty-Six Hope Roadgranted the Company a worldwide, exclusive, non-transferable license to utilize the “Marley Coffee” trademarks (the “Trademarks”) inconnection with (i) the manufacturing, advertising, promotion, sale, offering for sale and distribution of coffee in all its forms andderivations, regardless of portions, sizes or packaging (the “Exclusive Licensed Products”) and (ii) coffee roasting services, coffeeproduction services, and coffee sales, supply, distribution and support services, provided that the Company may not open retail coffeehouses utilizing the Trademarks. Fifty-Six Hope Road owns and controls the intellectual property rights in and to the late reggaeperformer, Robert Nesta Marley, professionally known as Bob Marley, including the Trademarks. In addition, Fifty-Six Hope Road grantedthe Company the right to use the Trademarks on advertising and promotional materials that pertain solely to the sale of coffee cups,coffee mugs, coffee glasses, saucers, milk steamers, machines for brewing coffee, espresso and/or cappuccino, grinders, watertreatment products, tea products, chocolate products, and ready-to-use (instant) coffee products (the “Non-Exclusive Licensed Products”,and together with the Exclusive Licensed Products, the “Licensed Products”). Licensed Products may be sold by the Company pursuantto the FSHR License Agreement through all channels of distribution, provided that, subject to certain exceptions, the Company cannot sellthe Licensed Products by direct marketing methods (other than the Company’s website), including television, infomercials or direct mailwithout the prior written consent of Fifty-Six Hope Road. Additionally, FSHR has the right to approve all Licensed Products, alladvertisements in connection therewith and all product designs and packaging. The agreement also provides that FSHR shall own allrights to any domain names (including marleycoffee.com), incorporating the Trademarks.

In consideration for the foregoing licenses, the Company agreed to pay royalties to Fifty-Six Hope Road in an amount equal to 3% of thenet sales of all Licensed Products on a quarterly basis. In addition, such royalty payments are to be deferred during the first 20 months ofthe term of the FSHR License Agreement, and such deferred payments shall be paid on a quarterly-basis thereafter until paid in full. AtJuly 31, 2013, $39,430 has been accrued for such royalty fees.

The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the UnitedStates of America which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at thedate of the unaudited financial statements and revenues and expenses during the periods reported. Actual results could differ from thoseestimates. Information with respect to our critical accounting policies which we believe could have the most significant effect on ourreported results and require subjective or complex judgments by management is contained in Item 7, Management’s Discussion andAnalysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended January 31, 2013. Webelieve that for the six months ended July 31, 2013, there have been no material changes to this information.

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Recent Accounting Pronouncements For the six month period ended July 31, 2013, there were no accounting standards or interpretations issued that are expected to have amaterial impact on our financial position, operations or cash flows. Products and Revenue Channels

The Company’s objective is to position Marley Coffee as the premiere brand across all of the distribution channels for which we licensethe use of the “Marley” name and to capitalize on the likeness of our Chairman, Rohan Marley.

Geographically, we initially focused on retail grocery sales and marketing on the West Coast and Southwest portions of the United Statesand Western Canada. During the past year we have expanded our distributor relationships nationally in the United States. We expect ourongoing discussions with retailers will enable us to place our products in more chains throughout the year and we continue to seek toexpand our product placement with grocery retailers and distributors throughout the United States and internationally.

In 2012 our primary product lines were our bagged coffee. We sell 8oz and 12oz ground and whole bean bagged coffee primarily to theretail grocery channel. We sell 2lb whole bean and 2.5oz fractional packs primarily to the food service and Office Coffee Service orBreakroom industry.

In late November, 2012 we launched our Marley Coffee RealCups; a single serve; compatible cartridge, for use in most models ofKeurig® 's K-Cup brewing system. The coffee single serve segment is the fastest growing sector of the coffee industry and the fastestgrowing part of our business. We expect RealCups to generate about half of our revenues in the near term.

We generate revenues in this category in two ways 1) by selling directly to retailers; and 2) through a licensing agreement with ourroasters Mother Parkers Tea and Coffee. For direct sales, we handle all aspects of selling, merchandising and marketing of the productsto retailers. Through the licensing agreement, our brokers or Mother Parkers Tea and Coffee, develops the relationships with retailersand handles everything from selling, merchandising, discounting, promoting and marketing and we receive a $0.03 licensing fee per cupsold. In the first six months of fiscal 2014 we generated $84,318 in licensing fees equaling 2,810,600 RealCups sold. The grosswholesale value if we sold the cups directly would be worth approximately $1,405,300 at $0.50 per cup. Additionally, during the year ended January 31, 2013, we added two additional revenue channels: Marley Coffee branded vendingsolutions and Marley Coffee branded Bike Cafés.

Branded Vending & Foodservice. AVT, Inc. (“AVT”) is a leading developer of vending and self-service retail equipment, have createdMarley Coffee branded coffee self-automated vending machines designed to target college campuses, traditional retail locations, high-density traffic areas such as theaters and hotels and traditional foodservice vendors.

Marley Coffee BikeCaffe Mobile Franchise Concept. Marley Coffee branded BikeCaffe Coffee Bike, found in select cities in the U.S. andEurope, are a new approach to serving coffee to customers. These three-wheeled, geared bikes are environmentally-friendly, full-servicecafes that roll from location to location. Bike Caffe franchises are available to Marley Coffee branded bikes that will sell coffee drinksexclusively featuring Marley Coffee beans.

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Additionally, subsequent to the end of fiscal 2013, we affected three transactions with Ironridge, defined and described in greater detailbelow under “Funding and Financing Agreements” – “Ironridge Transactions”, pursuant to which $4,795,802 in accounts payable andaccrued expenses owed by us to various parties, which was purchased by Ironridge, will be satisfied by the issuance of shares of ourcommon stock, and came off our balance sheet significantly improving our liquidity. In July and August 2013, we also raised $246,000through the sale of units (described in greater detail below under “Funding and Financing Agreements” – “Private Placement”). Moving forward throughout fiscal 2014, we hope to expand our operations into new markets and into new retail grocery locations,leverage the Trademarks and create additional brand awareness for our products. Throughout fiscal 2013, the Company issued shares of common stock in consideration for services rendered to its officers, directors andemployees in an effort to maximize its cash on hand and improve liquidity, which practice the Company has continued in the beginning offiscal 2014. The Company has also accrued salaries for several of its officers and employees and will continue accruing such salaries orpaying such salaries in shares of Form S-8 common stock until it has sufficient available funds to pay such salaries in cash. As theCompany continues to grow it will need to raise additional cash in order to maintain its growth and fund its operations. If the Company isunable to access additional capital moving forward, it will hurt our ability to maintain growth and possibly jeopardize our ability to maintainour current operations. There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additionalfinancing, if necessary, at a level to meet its current obligations to continue as a going concern.

RESULTS OF OPERATIONS Results of Operations

Comparison of the Three Months Ended July 31, 2013 and 2012 Sales Revenue. Sales revenues for the three months ended July 31, 2013 and 2012 were $1,605,438 and $559,485, respectively, whichrepresents an increase of $1,045,953 or 187% from the prior period. Sales revenue increased as a result of the Company's continuedexpansion into the retail grocery market and its continued growth of other business verticals. The Company grew from a 2% grocery retailmarket share to being authorized to sell in approximately 7,500 stores which represents approximately a 19% retail grocery market sharefrom July 31, 2012 to July 31, 2013. Cost of Sales. Cost of sales for the three months ended July 31, 2013 and 2012 were $1,133,359 and $492,728, respectively, whichrepresents an increase of $640,631 or 130%, which was mostly attributed to increased sales, especially of items with larger profitmargins. Compensation and Benefit Expenses. Compensation and benefits for the three months ended July 31, 2013 and 2012, were $411,996and $635,066, respectively, which represented a decrease of $223,070 or 35% from the prior period. The decrease was mostly the resultof a decrease in stock compensation expenses and executive officer payroll. Selling and Marketing Expenses. Selling and marketing expenses for the three months ended July 31, 2013 and 2012, were $37,719and $124,994, respectively, which represents a decrease of $87,275 or 70% from the prior period. The decrease was principally theresult of a large marketing campaign done in the prior period and not in the current period. As the business has developed, the customerbase has increased and sales have grown more organically. We anticipate, however, experiencing significant marketing expensesthroughout 2014 as we will seek to expand our customer base even more and build out the Company brand. General and Administrative Expenses. General and administrative expenses for the three months ended July 31, 2013 and 2012,were $416,946 and $277,712, respectively, which represents an increase of $139,234 or 50% from the prior period. The increase wasprincipally the result of overall increased expansion of the business and the need to support that expansion mostly through professionalfees and payroll. General and administrative expense also increased due to increased corporate reporting expenses and increasedinsurance expenses.

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Other Income (Expense). We had other expense of $319,321 for the three months ended July 31, 2013, compared to no other expensefor the three months ended July 31, 2012. Other expense for the three months ended July 31, 2013 was in connection with the twoIronridge transactions completed during the period (described below) which caused a loss on extinguishment of debt from the issuance ofshares but which are also subject to true-ups after the applicable “calculation periods” (see Note 9 to the financial statements includedherein). We also had interest expense of $1,176 for the three months ended July 31, 2013, compared to interest expense of $15,320 forthe three months ended July 31, 2012. Interest expense decreased due to the acquisition of our outstanding interest bearing liabilities byIronridge and the settlement of such debt through the issuance of common stock.

Net Loss. We incurred a net loss of $715,079 and $986,232 for the three months ended July 31, 2013 and 2012, respectively, adecrease in net loss of $271,153 or 27% from the prior period. The principal reason for the decrease in net loss is increased salesrevenue and lower operating expenses offset by higher cost of sales and the recognition of loss on extinguishment of debt from theIronridge transactions (described below). Non-cash payments of common stock included in net loss for the three months ended July 31,2013 and 2012 were $4,291,634 and $0, respectively. Comparison of the Six Months Ended July 31, 2013 and 2012 Sales Revenue. Sales revenues for the six months ended July 31, 2013 and 2012 were $2,422,487 and $869,099, respectively, whichrepresents an increase of $1,553,388 or 179% from the prior period. Sales revenue increased as a result of the Company's continuedexpansion into the retail grocery market and its continued growth of other business verticals. The Company grew from a 2% grocery retailmarket share to being authorized to sell in approximately 7,500 stores which represents approximately a 19% retail grocery market sharefrom July 31, 2012 to July 31, 2013. Cost of Sales. Cost of sales for the six months ended July 31, 2013 and 2012 were $1,451,520 and $727,261, respectively, whichrepresents an increase of $724,259 or 100%, which was mostly attributed to increased sales, especially of items with larger profitmargins. Compensation and Benefit Expenses. Compensation and benefits for the six months ended July 31, 2013 and 2012, were $687,153and $1,210,729, respectively, which represented a decrease of $523,576 or 43% from the prior period. The decrease was mostly a resultfrom a decrease of stock compensation expenses and executive officer payroll. Selling and Marketing Expenses. Selling and marketing expenses for the six months ended July 31, 2013 and 2012, were $123,932 and$302,772, respectively, which represents a decrease of $178,840 or 59% from the prior period. The decrease was principally the result ofa large marketing campaign done in the prior period and not in the current period. As the business has developed, the customer base hasincreased and sales have grown more organically. We anticipate, however, experiencing significant marketing expenses throughout 2014as we will seek to expand our customer base even more and build out the Company brand. General and Administrative Expenses. General and administrative expenses for the six months ended July 31, 2013 and 2012, were$868,748 and $493,772, respectively, which represents an increase of $374,440 or 76% from the prior period. The increase wasprincipally the result of overall increased expansion of the business and the need to support that expansion mostly through professionalfees and payroll. General and administrative expense also increased due to increased corporate reporting expenses and increasedinsurance expenses.

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Other Income (Expense). We had other expense of $316,186 for the six months ended July 31, 2013, compared to no other expensefor the six months ended July 31, 2012. Other expense for the six months ended July 31, 2013 was in connection with the Ironridgetransactions that caused a loss on extinguishment of debt from the issuance of shares but which are subject to certain true-ups after theapplicable “calculation periods” (other than the first transaction which true up has already occurred)(see Note 9 to the financialstatements included herein) and the gain on derivatives pertaining to TCA. We also had interest expense of $108,748 for the six monthsended July 31, 2013, compared to interest expense of $15,389 for the six months ended July 31, 2012. Interest expense increased dueto the recognition of deferred financing costs and the debt discount related to the July 19, 2012 credit agreement with TCA Global CreditMaster Fund, LP (“TCA”), effective June 29, 2012 (the “Credit Agreement”), pursuant to which TCA agreed to loan us up to $2 million, ofwhich $350,000 was borrowed on July 19, 2012, which amount was repaid in connection with the March 2013 Stipulation, describedbelow under “Ironridge Transactions”, pursuant to which Ironridge purchased the outstanding debt which we owed to TCA and alsopurchased $100,000 of outstanding liabilities relating to 588,235 shares of our common stock originally issued to TCA, which shares TCAreturned to the Company for cancellation and which shares were cancelled in May 2013.

Net Loss. We incurred a net loss of $1,133,726 and $1,880,411 for the six months ended July 31, 2013 and 2012, respectively, adecrease in net loss of $746,685 or 40% from the prior period. The principal reason for the decrease in net loss is increased salesrevenue and lower operating expenses offset by higher cost of sales and the recognition of loss on extinguishment of debt from theIronridge transactions (described below). Non-cash payments of common stock included in net loss for the six months ended July 31,2013 and 2012 were $6,712,497 and $0, respectively.

LIQUIDITY AND CAPITAL RESOURCES Since our inception, we have financed our operations primarily through the issuance of our common stock. The following table presents details of our working capital and cash and cash equivalents:

July 31, 2013 January 31, 2013 Increase / (Decrease)Working Capital $ 4,368,594 $ (667,292) $ 5,035,886Cash $ 410,061 $ - $ 410,061

At July 31, 2013, we had total assets of $6,155,612 and total liabilities of $1,020,160. Our current sources of liquidity include our existingcash and cash equivalents and cash from operations and funds raised through the sale of common stock and warrants in privateplacements (as described in greater detail below). For the six months ended July 31, 2013, although we generated sales of $2,422,487we had a net loss of $1,133,726. Included in this loss were non-cash payments of common stock totaling $577,053.

Total current assets of $5,388,754 as of July 31, 2013 included cash of $410,061, accounts receivable of $1,629,165, notes receivable –related party of $2,724, inventory of $2,982,303, and prepaid expenses of $364,501.

We had total assets as of July 31, 2013 of $6,155,612 which included the total current assets of $5,388,754, $69,808 of property andequipment, net, $681,334 of license agreement, representing the value of the FSHR License Agreement and $15,716 of other assets.

We had total liabilities of $1,020,160 as of July 31, 2013, which were solely current liabilities and included $876,197 of accounts payable,$53,253 of accrued expenses, $84,503 of accrued expenses – related party, and $6,207 of note payable.

As of the filing of this report, we believe that our cash position, the funds raised through our ongoing offering, and the revenues wegenerate will be sufficient to meet our working capital needs for approximately the next twenty four months based on the pace of ourplanned activities.

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We have not yet generated net income through the sale of our products and make no assurances that net income will be generated in thefuture. We will remain flexible in the implementation of our business strategy and will revise downward our funding requirements andfurther reduce our selling and marketing and our general and administrative expenses to a level that is in line with our financial means butconsistent with our vision. In March, May and July 2013, we affected the transactions with Ironridge, described in greater detail below, pursuant to which anaggregate of $4,795,802 in accounts payable and accrued expenses owed by us to various parties, which was purchased by Ironridge,has and will be satisfied by the issuance of shares of our common stock, has and will come off our balance sheet and will significantlyimprove our liquidity.

From time to time, we may attempt to raise capital through either equity or debt offerings. In July and August 2013, we raised $246,000through the sale of units, described in greater detail below. Our capital requirements will depend on many factors, including, among otherthings, the rate at which our business grows, with corresponding demands for working capital and expansion capacity. We could berequired, or may elect, to seek additional funding through public or private equity, debt financing or bank financing. However, a creditfacility, or additional funds through public or private equity or other debt financing, may not be available on terms acceptable to us or atall, or that any such financing activity would not be dilutive to our stockholders. Without additional funds and/or increased revenues, wemay not be able to expand our business as planned. Our ability to meet our obligations in the ordinary course of business is dependent upon our ability to sell our products directly to end-users and through distributors, establish profitable operations through increased sales and decreased expenses and obtain additionalfunds when needed. There can be no assurance that we will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a levelto meet our current obligations. As a result, the opinion we have received from our independent registered public accounting firm on ourJanuary 31, 2013 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding our ability tocontinue as a going concern.

Cash Flows

Six Months Ended July 31, 2013 July 31, 2012

Net cash provided by (used in) operating activities $ 671,857 $ (738,819) Net cash provided by (used in) investing activities $ 11,526 $ (14,764) Net cash (used in) provided by financing activities $ (273,322) $ 219,256 Operating Activities Compared to the corresponding period in 2012, net cash provided by operating activities increased by $1,410,676 for the six monthsended July 31, 2013. The increase was primarily due to $1,734,276 of decrease in accounts payable, $577,053 of common stock issuedfor services and $423,132 of share based employee compensation, offset by $1,213,444 of decrease in accounts receivable and$1,133,726 of net loss. Investing Activities Compared to the corresponding period in fiscal 2012, net cash provided by investing activities increased by approximately $26,290 dueprimarily to restricted cash received in connection with the termination of our sweep fund account with TCA Global Master Fund, asdiscussed below.

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Financing Activities Compared to the corresponding period in fiscal 2012, net cash used in financing activities increased by approximately $492,578 for the sixmonths ended July 31, 2013 primarily because of the the repayment of promissory notes offset by the sale of common stock.

From time to time, we may attempt to raise capital through either equity or debt offerings. Our capital requirements will depend on manyfactors, including, among other things, the rate at which our business grows, with corresponding demands for working capital andexpansion capacity. We could be required, or may elect, to seek additional funding through public or private equity, debt financing orbank financing.

Funding and Financing Agreements

Ironridge Transactions

On March 6, 2013, May 24, 2013 and July 26, 2013, pursuant to three separate orders setting forth stipulated settlements (the “Orders”and the “Stipulations”) issued by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Court”),Ironridge Global IV, Ltd. (“Ironridge”), who had previously purchased a total of $1,017,744, $1,278,058 and $2,499,372, respectively, inaccounts payable and accrued expenses (each, the “Claim”) owed by us to various parties, was issued shares of our common stock(each the “Initial Issuance”) in satisfaction of such accounts payable and accrued expenses, which amounts came off our balance sheetand significantly improved our liquidity. The accounts payable and accrued expenses represented amounts originally owed by us tovarious creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’fees. The shares issued in the Initial Issuances, totaling 7,000,000, 5,000,000 and 5,000,000 shares, respectively, are subject toadjustment based on the closing prices of our common stock during certain calculation periods (as described in greater detail in theCurrent Reports on Form 8-K filed with the Securities and Exchange Commission on March 8, 2013, May 15, 2013 and July 30, 2013,respectively and Note 8 to the financial statements above). In July 2013, in connection with the true up associated with the March 2013Ironridge transaction and pursuant to the terms of the March 2013 Stipulation, Ironridge returned 1,646,488 shares of the Company’scommon stock to the Company for cancellation, which shares were cancelled in July 2013.

Additionally, as a result of each Stipulation, we agreed that at no time shall shares of common stock be issued to Ironridge and itsaffiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding common stock. We alsoagreed pursuant to each Stipulations that (a) until at least one half of the total trading volume for each respective calculation period hastraded, we would not, directly or indirectly, enter into or effect any split or reverse split of our common stock; (b) until at least thirty daysfrom the date each Order was approved, we would not, directly or indirectly, issue any securities pursuant to a Form S-8 registrationstatement; and (c) until at least six months from the date each Order was approved, we would not, directly or indirectly, issue or sell anyfree trading securities for financing purposes; provided that in lieu of convent (c) above, for the July 2013 Stipulation, we instead agreedthat until at least 180 days after the end of the applicable calculation period, (a) we would not issue, sell or agree to issue or sell anysecurities to any person other than Ironridge or its affiliates, except for: (A) common stock, options or warrants to employees, officers,consultants or directors pursuant to Employee Stock Ownership Plans, or (B) restricted common stock, in transactions with strategicindustry, business or operating partners that provide benefits other than the investment of funds, issued at a fixed price not subject to anyadjustment, reset or variable element of any kin.

The result of the Orders and Stipulations is that a total of $4,795,802 in accounts payable and accrued expenses owed by us to variousparties, which was purchased by Ironridge was satisfied by the issuance of shares of our common stock as provided above, came off ourbalance sheet and significantly improved our liquidity.

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Private Placement


Off-Balance Sheet Arrangements As part of our on-going business, we have not participated in transactions that generate material relationships with unconsolidatedentities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”), which wouldhave been established for the purpose of facilitating off-balance sheet arrangement or other contractually narrow or limited purposes. Asof July 31, 2013, we are not involved in any material unconsolidated SPEs. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item asit is a “smaller reporting company,” as defined by Rule 229.10(f)(1). Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Accounting and Financial Officer, evaluated theeffectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended(the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating thedisclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed andoperated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controlsand procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment inevaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Principal Executive Officer and Financial Officer concluded that our disclosure controls and procedures arenot effective to ensure the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,processed and reported within the time periods specified in the SEC’s rules and forms.

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Internal Control Over Financial Reporting

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of itsinherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject tolapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented bycollusion or improper management override. Because of such limitations, there is a risk that material misstatements may not beprevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are knownfeatures of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate,this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a materialmisstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment describedabove, management identified the following control deficiencies that represent material weaknesses at July 31, 2013:

(1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's Board of Directors capable tooversee the audit function;

(2) inadequate segregation of duties due to limited number of personnel, which makes the reporting process susceptible tomanagement override;

(3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements andapplication of GAAP and SEC disclosure requirements; and

(4) ineffective controls over period end financial disclosure and reporting processes.

Management believes that the material weaknesses set forth in items (1) through (4) above did not have an effect on the Company'sfinancial reporting during the three months ended July 31, 2013. We are committed to improving our financial organization. As part of this commitment, moving forward, at such time as we are able toraise additional funding, we plan to hire additional outside accounting personnel and take action to consolidate check writing and financialcontrols. Additionally, as soon as funds are available, we plan to make a determination as to whether it is in the Company’s best interestto (1) appoint one or more outside directors to our Board of Directors to be appointed to the audit committee of the Company resulting in afully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls andprocedures; (2) create a position to segregate duties consistent with control objectives and will increase our personnel resources; (3) hireindependent third parties to provide expert advice; and (4) prepare and implement sufficient written policies and checklists which will setforth procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosurerequirements. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financialreporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, asnecessary and as funds allow.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended July 31, 2013, thathave materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION Item 1. Legal Proceedings. From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of ourbusiness. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on ourbusiness, prospects, financial condition or results of operations other than as described above. We may become involved in material legalproceedings in the future.

Item 1A. Risk Factors. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for theyear ended January 31, 2013, filed with the Commission on May 15, 2013, and investors are encouraged to review such risk factors priorto making an investment in the Company. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. As described in greater detail above under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results ofOperations” - “Funding and Financing Agreements” – “Ironridge Transactions”, in March 2013, May 2013 and July 2013, we issued7,000,000, 5,000,000 and 5,000,000 shares of common stock, respectively, to Ironridge in connection with the Orders and Stipulations,which are subject to adjustment as discussed above. In July 2013, in connection with the true up associated with the March 2013Ironridge transaction and pursuant to the terms of the March 2013 Stipulation, Ironridge returned 1,646,488 shares of the Company’scommon stock to the Company for cancellation, which shares were cancelled by the Company in July 2013. The Company claims an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, for theissuance of the shares of the Company’s common stock issued to Ironridge in connection with the Initial Issuances, as the issuance ofsecurities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a courtafter a hearing upon the fairness of such terms and conditions.

In May 2013, we cancelled 588,235 shares of our common stock which were originally issued to TCA in connection with the CreditAgreement and Revolving Note, the value of which shares were purchased by Ironridge pursuant to the March 2013 Stipulation.

In May 2013 and August 2013, we issued 30,000 shares of restricted common stock (60,000 shares in aggregate) to a consultant forservices valued at $9,600 and $15,000, respectively, each in consideration for three months of general corporate consulting, social mediaand investor relations services provided to the Company by the consultant.

In August 2013, we issued a consultant 60,000 shares of restricted common stock valued at $24,000 (and paid such consultant $10,000in cash) in connection with investor relations services agreed to be provided by the consultant.

The Company claims an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) forthese issuances because, among other things, the transactions did not involve a public offering, each investor had access to informationabout the Company and their investment, each investor took the respective security for investment and not resale and the Company tookappropriate measures to restrict the transfer of the securities. None of these securities may be re-offered or resold absent eitherregistration under the Act or the availability of an exemption from the registration requirement.

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The Company claims an exemption from registration provided by Section 4(2) and Rule 506 of the Act for these issuances and grants,because, among other things, the transactions did not involve a public offering, each investor was an accredited investor, each investorhad access to information about the Company and their investment, each investor took the respective security for investment and notresale and the Company took appropriate measures to restrict the transfer of the securities. None of these securities may be re-offered orresold absent either registration under the Act or the availability of an exemption from the registration requirement.

Effective on September 10, 2013, the Company issued 200,000 shares of common stock (100,000 shares each) to Brent Toevs, its ChiefExecutive Officer and Anh Tran, its President and Chief Operating Officer, under the Company’s 2012 Equity Incentive Plan, which shareswere previously registered by the Company on Form S-8. Also effective September 10, 2013, the Company granted five year options topurchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.46 per share, with options to purchase 666,666shares vesting on August 1, 2014 and options to purchase 666,667 shares vesting on August 1, 2014 and 2015, respectively, subject tothe terms of the Company’s Equity Incentive Plans to each of Mr. Toevs, Mr. Tran and Rohan Marley, the Company’s Chairman(6,000,000 options in aggregate), which options were granted under the Company’s 2013 Equity Incentive Plan, described in greaterdetail under “Item 5. Other Information”, below), which plan and shares issuable thereunder the Company plans to register on Form S-8shortly after this filing. The shares and options issued and granted to Mr. Toevs and Mr. Tran were in connection with the Amended andRestated Employment Agreements entered into between the Company and such individuals, described in greater detail under “Item 5.Other Information”, below.

Effective September 10, 2013, an employee of the Company was granted five year options to purchase 1,000,000 shares of theCompany’s common stock at an exercise price of $0.46 per share, which shall vest at the rate of 1/12th of such options at the end of eachcalendar quarter (beginning with September 30, 2013) that such employee is still employed by the Company, subject to the terms of theCompany’s equity incentive plans, which options were granted under the Company’s 2013 Equity Incentive Plan, described in greaterdetail under “Item 5. Other Information”, below), which plan and shares issuable thereunder the Company plans to register on Form S-8shortly after this filing.

The Company claims an exemption from registration provided by Section 4(2) of the Act for the non-registered grants, because, amongother things, the transactions did not involve a public offering, each recipient was either an officer, director or employee of the Companyand had access to information about the Company and their investment, each recipient took the respective security for investment andnot resale and the Company took appropriate measures to restrict the transfer of the securities.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On September 10, 2013, the Company entered into Amended and Restated Employment Agreements with its Chief Executive Officer,Brent Toevs and its President and Chief Operating Officer, Anh Tran. The Amended and Restated Employment Agreements amended,restated and replaced the prior employment agreements of Mr. Toevs and Mr. Tran effective August 8, 2011 and August 5, 2011,respectively. The Amended and Restated Employment Agreements each have a term extending until August 1, 2016. The changed ormodified terms of Mr. Toevs’ and Mr. Tran’s employment agreements are summarized below.

Brent Toevs’ Amended and Restated Employment Agreement

Mr. Toevs’ Amended and Restated Employment Agreement provides for him to receive a yearly salary of $192,390, with ten percent(10%) annual increases; annual bonuses in the discretion of the Board of Directors; and up to $10,000 per year for contribution, up to themaximum U.S. Federal amount, to his Individual Retirement Account. Mr. Toevs was issued 100,000 shares of the Company’s commonstock in consideration for agreeing to the terms of the amended agreement and was granted five year options to purchase 2,000,000shares of the Company’s common stock at an exercise price of $0.46 per share, with options to purchase 666,666 shares vesting onAugust 1, 2014 and options to purchase 666,667 shares vesting on August 1, 2014 and 2015, respectively, subject to the terms of theCompany’s equity incentive plans.

In the event of termination of Mr. Toevs’ employment by the Company without cause or by Mr. Toevs for good reason (each as describedin the agreement), the Company agreed to pay Mr. Toevs, in addition to all other compensation which he would be due, twelve months ofsalary under the agreement as severance pay (or such lesser amount of months then left on the term), and that all unvested optionswould vest to Mr. Toevs immediately. In the event of the termination of the agreement by the Company without cause or by Mr. Toevs forgood reason, the non-compete and non-solicitation provisions (described below) of the agreement terminate and are of no force oreffect. In the event of the termination of Mr. Toevs’ employment due to his death or by the Company with cause (as described in theagreement), the Company agreed to pay Mr. Toevs, in addition to all other compensation which he would be due, six months of salaryunder the agreement as severance pay (or such lesser amount of months then left on the term), and that any unvested options would beforfeited upon such termination date. In the event of the termination of Mr. Toevs’ employment either six months prior to or six monthsafter a change of control (as defined and described in the agreement), Mr. Toevs is to receive all consideration due to him as of the dateof termination of the employment agreement plus, as a severance payment, all salary due to him had the employment agreementextended until the end of the stated term, any unvested options shall vest immediately, Mr. Toevs’ is to receive a cash payment equal tothe value of any previously expired options, and the non-compete and non-solicitation provisions of the agreement terminate and are of noforce or effect. In the event the agreement is terminated due to Mr. Toevs’ disability, Mr. Toevs is to receive compensation due to himthrough the date of termination.

Pursuant to the agreement, Mr. Toevs agreed to not compete against the Company for a period of one year following the termination ofthe agreement and to not solicit employees of the Company for two years following the termination of the agreement.

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Anh Tran’s Amended and Restated Employment Agreement

Mr. Tran was issued 100,000 shares of the Company’s common stock in consideration for agreeing to the terms of the amendedagreement and was granted five year options to purchase 2,000,000 shares of the Company’s common stock at an exercise price of$0.46 per share, with options to purchase 666,666 shares vesting on August 1, 2014 and options to purchase 666,667 shares vesting onAugust 1, 2014 and 2015, respectively, subject to the terms of the Company’s equity incentive plans.

In the event of termination of Mr. Tran’s employment by the Company without cause or by Mr. Tran for good reason (each as described inthe agreement), the Company agreed to pay Mr. Tran, in addition to all other compensation which he would be due, twelve months ofsalary under the agreement as severance pay (or such lesser amount of months then left on the term), and that all unvested optionswould vest to Mr. Tran immediately. In the event of the termination of the agreement by the Company without cause or by Mr. Tran forgood reason, the non-compete and non-solicitation provisions of the agreement (described below) terminate and are of no force oreffect. In the event of the termination of Mr. Tran’s employment due to his death or by the Company with cause (as described in theagreement), the Company agreed to pay Mr. Tran, in addition to all other compensation which he would be due, six months of salaryunder the agreement as severance pay (or such lesser amount of months then left on the term), and that any unvested options would beforfeited upon such termination date. In the event of the termination of Mr. Tran’s employment either six months prior to or six monthsafter a change of control (as defined and described in the agreement), Mr. Tran is to receive all consideration due to him as of the date oftermination of the employment agreement plus, as a severance payment, all salary due to him had the employment agreement extendeduntil the end of the stated term, any unvested options vest immediately to Mr. Tran, Mr. Tran is to receive a cash payment equal to thevalue of any previously expired options, and the non-compete and non-solicitation provisions of the agreement terminate and are of noforce or effect. In the event the agreement is terminated due to Mr. Tran’s disability, Mr. Tran is to receive compensation due to himthrough the date of termination.

Pursuant to the agreement, Mr. Tran agreed to not compete against the Company for a period of one year following the termination of theagreement and to not solicit employees of the Company for two years following the termination of the agreement.

2013 Equity Incentive Plan

Effective September 10, 2013, the Board of Directors approved and adopted the Company’s 2013 Equity Incentive Plan. The 2013 EquityIncentive Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restrictedstock awards, restricted units, stock appreciation rights, performance shares and other securities as described in greater detail in the2013 Equity Incentive Plan, to the Company’s employees, officers, directors and consultants. A total of 12,000,000 shares are authorizedfor issuance under the 2013 Equity Incentive Plan. Lease Agreement

On June 25, 2013, and effective August 1, 2013, we entered into a lease agreement for office space located at 4730 Tejon Street,Denver, Colorado 80211. The office space encompasses approximately 4,800 square feet. The lease has a term of 36 months expiringon July 31, 2016, provided that we have two additional three year options to renew the lease after the end of the initial term. Rent duringthe first three year option period escalates at the rate of 4% per year (starting with the last monthly rental cost of the initial term of theagreement, described below), and rent during the second three year option period will be at a rental cost mutually agreed by theCompany and the landlord. Rent due under the initial term of the agreement is as follows:

· $7,858 per month from August 1, 2013 to July 31, 2014;· $8,172 per month from August 1, 2014 to July 31, 2015; and· $8,499 per month from August 1, 2015 to July 31, 2016.

Effective August 1, 2013, in connection with our entry into the office space lease described above, we moved our principal place ofbusiness to Denver, Colorado.

Item 6. Exhibits.

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with thisreport, which Exhibit Index is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned thereunto duly authorized.

JAMMIN JAVA CORP. Dated: September 12, 2013 By: /s/ Brent Toevs Brent Toevs Chief Executive Officer (Principal Executive Officer)

JAMMIN JAVA CORP. Dated: September 12, 2013 By: /s/ Anh Tran Anh Tran President, Secretary and Treasurer (Principal Accounting and Financial Officer)

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Exhibit Index

ExhibitNumber

Description

3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form

SB-2 filed August 3, 2005) 3.2 Bylaws (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form SB-2 filed

August 3, 2005) 3.3 Certificate of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 of the Company’s Current

Report on Form 8-K/A filed October 25, 2007) 3.4 Articles of Merger (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form8-K filed March

12, 2008) 3.5 Articles of Merger (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed

September 17, 2009) 3.6 Certificate of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 of the Company’s Current

Report on Form 8-K filed March 4, 2010) 4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form

SB-2 filed August 3, 2005) 4.2 2011 Equity Compensation Plan (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed August 10,

2011) 4.3 2012 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Form S-8 Registration

Statement filed November 9, 2012) 4.4* 2013 Equity Incentive Plan 4.5* Form of Common Stock Purchase Warrant (August 2013 Offering) 10.1 Trademark License Agreement, dated as of March 31, 2010, by and between Marley Coffee, LLC and the Company

(incorporated by reference to the Company’s Annual Report on Form 10-K filed May 17, 2011) 10.2** Supply and Toll Agreement, dated as of April 28, 2010, between Canterbury Coffee Corporation and the Company

(incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K filed May 17, 2011) 10.3 Exclusive Sales and Marketing Agreement, dated as of April 25, 2011, by and between National Coffee Service &

Vending and the Company (incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-Kfiled May 17, 2011)

10.4 Share Issuance Agreement, dated as of December 22, 2010, between Straight Path Capital and the Company

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 5, 2011)

30


10.5** First Amendment to Supply and Toll Agreement, dated as of May 12, 2011, by and between Canterbury Coffee

Corporation and the Company (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed May 17, 2011)

10.6 Amendment to Trademark License Agreement, dated as of August 5, 2011, by and between Marley Coffee, LLC and

the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 10,2011)

10.7 Consulting Agreement, dated as of August 6, 2011, by and between Shane Whittle and the Company (incorporated by

reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed August 10, 2011) 10.8 Grant of Contractor Stock Option, dated as of August 11, 2011, from the Company to Shane Whittle(incorporated by

reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K/A filed August 11, 2011) 10.9 Jammin Java Corp. Equity Compensation Plan(incorporated by reference to Exhibit 10.4 of the Company’s Current

Report on Form 8-K filed August 10, 2011) 10.10 Employment Agreement, dated as of August 5, 2011, by and between Anh Tran and the Company (incorporated by

reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed August 10, 2011) 10.11 Employment Agreement, dated as of August 8, 2011, by and between Brent Toevs and the Company (incorporated by

reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed August 10, 2011) 10.12 Grant of Employee Stock Option dated as of August 5, 2011, from the Company to Anh Tran (incorporated by

reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed August 10, 2011) 10.13 Grant of Employee Stock Option, dated as of August 5, 2011, from the Company to Rohan Marley(incorporated by

reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed August 10, 2011) 10.14 Grant of Employee Stock Option, dated as of August 10, 2011, from the Company to Brent Toevs (incorporated by

reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed August 10, 2011) 10.15** Roasting and Distribution Agreement, dated as of January 1, 2012, by and between the Company and Canterbury

Coffee Corporation, (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filedMay 14, 2012)

10.16 Credit Agreement, dated as of July 19, 2012, by and between the Company and TCA Global Credit Master Fund, LP

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 2, 2012) 10.17 Revolving Note ($350,000) issued by the Company to TCA Global Credit Master Fund, LP (incorporated by reference

to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed August 2, 2012) 10.18 Security Agreement dated July 29, 2012, by and between the Company and TCA Global Credit Master Fund, LP

(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed August 2, 2012) 10.19 Investment Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd.

(incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed August 2, 2012) 10.20 Registration Rights Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd.

(incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed August 2, 2012)

31


10.21 Securities Purchase Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore,

Ltd. (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed August 2, 2012) 10.22 License Agreement with Fifty-Six Hope Road Music Limited dated September 13, 2012 (incorporated by reference to

Exhibit 10.7 of the Company’s Amended Report on Form 10-Q/A, filed on October 4, 2012) 10.23* Form of Subscription Agreement (August 2013 Offering) 10.24* Amended and Restated Employment Agreement with Brent Toevs (August 2013) 10.25* Amended and Restated Employment Agreement with Anh Tran (August 2013) 10.26* Lease Agreement (June 2013) – 4730 Tejon Street, Denver, Colorado 80211 14.1 Code of Business Conduct and Ethics, adopted October 1, 2008 (incorporated by reference to Exhibit 14.1 of the

Company’s Annual Report on Form 10-K filed May 17, 2011) 31.1* Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Principal Accounting and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of

2002 32.1**** Certifications of the Principal Executive Officer and the Principal Accounting and Financial Officer pursuant to Section

906 of the Sarbanes-Oxley Act of 2002 101.INS*** XBRL Instance Document 101.SCH*** XBRL Taxonomy Extension Schema Document 101.CAL*** XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF*** XBRL Taxonomy Extension Definition Linkbase Document 101.LAB*** XBRL Taxonomy Extension Label Linkbase Document 101.PRE*** XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** The Company has requested confidential treatment of certain portions of this agreement which have been omitted and filed separatelywith the U.S. Securities and Exchange Commission.

*** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of theSecurities and Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, andotherwise is not subject to liability under these sections.

**** Furnished herewith.

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EX-4.4 2 ex4-4.htmExhibit 4.4

JAMMIN JAVA CORP.

2013 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. Jammin Java Corp., a Nevada corporation (the “Company”) hereby establishes the JAMMIN JAVA CORP.

2013 EQUITY INCENTIVE PLAN (the “Plan”). The purposes of this Plan are to attract and retain the best available personnel forpositions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote thelong-term growth and profitability of the Company. The Plan permits the grant of Incentive Stock Options, Nonstatutory StockOptions, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares as theAdministrator may determine.

2. Definitions. The following definitions will apply to the terms in the Plan:

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section4.

“Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. statecorporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the CommonStock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted underthe Plan.

“Award” means, individually or collectively, a grant under the Plan of Options, SARs, Restricted Stock, Restricted StockUnits, Stock Awards, Performance Units or Performance Shares.

“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to eachAward granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company.

“Change in Control” means the occurrence of any of the following events:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the“beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Companyrepresenting fifty percent (50%) or more of the total voting power represented by the Company's then outstanding votingsecurities; provided however, that for purposes of this subsection (i) any acquisition of securities directly from theCompany shall not constitute a Change in Control; or

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company'sassets;


(iii) A change in the composition of the Board occurring within a two-year period, as a result of which fewerthan a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) areDirectors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with theaffirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will notinclude an individual whose election or nomination is in connection with an actual or threatened proxy contest relating tothe election of directors to the Company); or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other thana merger or consolidation which would result in the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by being converted into voting securities of thesurviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities ofthe Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

For avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is the change the stateof the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the sameproportions by the persons who held the Company’s securities immediately before such transaction.

“Code” means the Internal Revenue Code of 1986, as amended. Any reference in the Plan to a section of the Code willbe a reference to any successor or amended section of the Code.

“Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board inaccordance with Section 4 hereof.

“Common Stock” means the common stock of the Company.

“Company” means Jammin Java Corp., a Nevada corporation, or any successor thereto.

“Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to renderservices to such entity.

“Director” means a member of the Board.

“Disability” means a medically determinable physical or mental impairment that can be expected to result in death or canbe expected to last for a continuous period of not less than 12 months, and that either (1) renders a Participant unable to engagein any substantial gainful activity or (2) results in a Participant receiving income replacement benefits for a period of not less thanthree months under an employee accident and health plan covering the Participant.

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“Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiaryof the Company. Neither service as a Director nor payment of a director's fee by the Company will be sufficient to constitute“employment” by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, includingwithout limitation any division or subdivision of the Nasdaq Stock Market, its Fair Market Value will be the closing salesprice for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day ofdetermination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are notreported, including without limitation quotation through the over the counter bulletin board (“OTCQB®”) quotation serviceadministered by the Financial Industry Regulatory Authority (“FINRA”) or the OTCQB market maintained by OTCMarkets, the Fair Market Value of a Share will be the closing price for the Common Stock on the day of determination, asreported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value will bedetermined in good faith by the Administrator, and to the extent Section 15 applies (a) with respect to ISOs, the FairMarket Value shall be determined in a manner consistent with Code section 422 or (b) with respect to NSOs or SARs, theFair Market Value shall be determined in a manner consistent with Code section 409A.

“Fiscal Year” means the fiscal year of the Company.

“Grant Date” means, for all purposes, the date on which the Administrator determines to grant an Award, or such otherlater date as is determined by the Administrator, provided that the Administrator cannot grant an Award prior to the date thematerial terms of the Award are established. Notice of the Administrator’s determination to grant an Award will be provided toeach Participant within a reasonable time after the Grant Date.

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“Incentive Stock Option” or “ISO” means an Option that by its terms qualifies and is otherwise intended to qualify as anincentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

“Nonstatutory Stock Option” or “NSO” means an Option that by its terms does not qualify or is not intended to qualify asan ISO.

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and therules and regulations promulgated thereunder.

“Option” means a stock option granted pursuant to the Plan.

“Optioned Shares” means the Common Stock subject to an Option.

“Optionee” means the holder of an outstanding Option.

“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

“Participant” means the holder of an outstanding Award.

“Performance Share” means an Award denominated in Shares which may vest in whole or in part upon attainment ofperformance goals or other vesting criteria as the Administrator may determine pursuant to Section 10.

“Performance Unit” means an Award which may vest in whole or in part upon attainment of performance goals or othervesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or acombination of the foregoing pursuant to Section 10.

“Period of Restriction” means the period during which Shares of Restricted Stock are subject to forfeiture or restrictionson transfer pursuant to Section 7.

“Plan” means this 2013 Equity Incentive Plan.

“Restricted Stock” means Shares awarded to a Participant which are subject to forfeiture and restrictions ontransferability in accordance with Section 7.

“Restricted Stock Unit” means the right to receive one Share at the end of a specified period of time, which right issubject to forfeiture in accordance with Section 8 of the Plan.

“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3.

“Section” means a paragraph or section of this Plan.

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“Section 16(b)” means Section 16(b) of the Exchange Act.

“Service Provider” means an Employee, Director or Consultant.

“Share” means a share of the Common Stock, as adjusted in accordance with Section 13.

“Stock Appreciation Right” or “SAR” means the right to receive payment from the Company in an amount no greaterthan the excess of the Fair Market Value of a Share at the date the SAR is exercised over a specified price fixed by theAdministrator in the Award Agreement, which shall not be less than the Fair Market Value of a Share on the Grant Date. In thecase of a SAR which is granted in connection with an Option, the specified price shall be the Option exercise price.

"Stock Award" means an Award of Shares under Section 10 of the Plan.

“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of theCode.

“Ten Percent Owner” means any Service Provider who is, on the grant date of an ISO, the owner of Shares (determinedwith application of ownership attribution rules of Code Section 424(d)) possessing more than 10% of the total combined votingpower of all classes of stock of the Company or any of its Subsidiaries.

3. Stock Subject to the Plan.

a. Stock Subject to the Plan. Subject to the provisions of Section 13, the maximum aggregate number of Shares that maybe issued under the Plan i s twelve million (12,000,000) Shares. The Shares may be authorized but unissued, orreacquired Common Stock.

b. Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full or, with respect toRestricted Stock, Restricted Stock Units, Performance Shares or Performance Units, is forfeited in whole or in part to theCompany, the unpurchased Shares (or for Awards other than Options and SARs, the forfeited or unissued Shares) whichwere subject to the Award will become available for future grant or sale under the Plan (unless the Plan has terminated).With respect to SARs, only Shares actually issued pursuant to a SAR will cease to be available under the Plan; allremaining Shares subject to the SARs will remain available for future grant or sale under the Plan (unless the Plan hasterminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan andwill not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant toAwards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are forfeited to theCompany, such Shares will become available for future grant under the Plan. Shares withheld by the Company to pay theexercise price of an Award or to satisfy tax withholding obligations with respect to an Award will become available forfuture grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, suchcash payment will not result in reducing the number of Shares available for issuance under the Plan.

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c. Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number ofShares as will be sufficient to satisfy the requirements of the Plan.

4. Administration of the Plan.

a. Procedure. The Plan shall be administered by the Board or a Committee (or Committees) appointed by the Board, whichCommittee shall be constituted to comply with Applicable Laws. If and so long as the Common Stock is registered underSection 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the Administrator and the membershipof any committee acting as Administrator the requirements regarding: (i) “nonemployee directors” within the meaning ofRule 16b-3 under the Exchange Act; (ii) “independent directors” as described in the listing requirements for any stockexchange on which Shares are listed; and (iii) Section 15(b)(i) of the Plan, if the Company pays salaries for which itclaims deductions that are subject to the Code section 162(m) limitation on its U.S. tax returns. The Board may delegatethe responsibility for administering the Plan with respect to designated classes of eligible Participants to differentcommittees consisting of two or more members of the Board, subject to such limitations as the Board or the Administratordeems appropriate. Committee members shall serve for such term as the Board may determine, subject to removal bythe Board at any time.

b. Powers of the Administrator. Subject to the provisions of the Plan and the approval of any relevant authorities, and in thecase of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will havethe authority, in its discretion:

i. to determine the Fair Market Value;

ii. to select the Service Providers to whom Awards may be granted hereunder;

iii. to determine the number of Shares to be covered by each Award granted hereunder;

iv. to approve forms of agreement for use under the Plan;

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v. to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award grantedhereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awardsmay be exercised (which may be based on continued employment, continued service or performance criteria), anyvesting acceleration (whether by reason of a Change of Control or otherwise) or waiver of forfeiture restrictions, and anyrestriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as theAdministrator, in its sole discretion, will determine;

vi. to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan, including the right toconstrue disputed or doubtful Plan and Award provisions;

vii. to prescribe, amend and rescind rules and regulations relating to the Plan;

viii. to modify or amend each Award (subject to Section 19(c)) to the extent any modification or amendment isconsistent with the terms of the Plan. The Administrator shall have the discretion to extend the exercise period of Optionsgenerally provided the exercise period is not extended beyond the earlier of the original term of the Option or 10 yearsfrom the original grant date, or specifically (1) if the exercise period of an Option is extended (but to no more than 10years from the original grant date) at a time when the exercise price equals or exceeds the fair market value of theOptioned Shares or (2) an Option cannot be exercised because such exercise would violate Applicable Laws, providedthat the exercise period is not extended more than 30 days after the exercise of the Option would no longer violateApplicable Laws.

ix. to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 14;

x. to authorize any person to execute on behalf of the Company any instrument required to effect the grant of anAward previously granted by the Administrator;

xi. to delay issuance of Shares or suspend Participant’s right to exercise an Award as deemed necessary tocomply with Applicable Laws; and

xii. to make all other determinations deemed necessary or advisable for administering the Plan.

c . Effect of Administrator's Decision. The Administrator’s decisions, determinations and interpretations will be final andbinding on all Participants and any other holders of Awards. Any decision or action taken or to be taken by the Administrator,arising out of or in connection with the construction, administration, interpretation and effect of the Plan and of its rules andregulations, shall, to the maximum extent permitted by Applicable Laws, be within its absolute discretion (except as otherwisespecifically provided in the Plan) and shall be final, binding and conclusive upon the Company, all Participants and any personclaiming under or through any Participant.

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5. Eligibility. NSOs, Restricted Stock, Restricted Stock Units, SARs, Performance Units, Performance Shares and Stock Awards maybe granted to Service Providers. ISOs may be granted as specified in Section 15(a).

6. Stock Options.

a . Grant of Options. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time,may grant Options to Service Providers in such amounts as the Administrator will determine in its sole discretion. For purposesof the foregoing sentence, Service Providers shall include prospective employees or consultants to whom Options are granted inconnection with written offers of employment or engagement of services, respectively, with the Company; provided that no Optiongranted to a prospective employee or consultant may be exercised prior to the commencement of employment or services withthe Company. The Administrator may grant NSOs, ISOs, or any combination of the two. ISOs shall be granted in accordancewith Section 15(a) of the Plan.

b. Option Award Agreement. Each Option shall be evidenced by an Award Agreement that shall specify the type of Optiongranted, the Option price, the exercise date, the term of the Option, the number of Shares to which the Option pertains, and suchother terms and conditions (which need not be identical among Participants) as the Administrator shall determine in its solediscretion. If the Award Agreement does not specify that the Option is to be treated as an ISO, the Option shall be deemed aNSO.

c . Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option will be noless than the Fair Market Value per Share on the Grant Date for ISOs, and the per Share exercise price for the Shares to beissued pursuant to exercise of NSOs may be less than one hundred percent (100%) of the Fair Market Value of the CommonStock at the Grant Date; provided, however, that the exercise price of each Nonstatutory Stock Option granted under the Planshall in no event be less than the par value per share of the Company’s Common Stock.

d . Term of Options. The term of each Option will be stated in the Award Agreement. Unless terminated sooner inaccordance with the remaining provisions of this Section 6, each Option shall expire either ten (10) years after the Grant Date, orafter a shorter term as may be fixed by the Board.

e. Time and Form of Payment.

i . Exercise Date. Each Award Agreement shall specify how and when Shares covered by an Option may bepurchased. The Award Agreement may specify waiting periods, the dates on which Options become exercisable or“vested” and, subject to the termination provisions of this section, exercise periods. The Administrator may acceleratethe exercisability of any Option or portion thereof.

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i i . Exercise of Option. Any Option granted hereunder will be exercisable according to the terms of the Plan and atsuch times and under such conditions as determined by the Administrator and set forth in the Award Agreement. AnOption may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives:(1) notice of exercise (in such form as the Administrator shall specify from time to time) from the person entitled toexercise the Option, and (2) full payment for the Shares with respect to which the Option is exercised (together with allapplicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by theAdministrator and permitted by the Award Agreement and the Plan (together with all applicable withholdingtaxes). Shares issued upon exercise of an Option will be issued in the name of the Optionee or, if requested by theOptionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by theappropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote orreceive dividends or any other rights as a stockholder will exist with respect to the Optioned Shares, notwithstanding theexercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option isexercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date theShares are issued, except as provided in Section 13.

i i i . Payment. The Administrator will determine the acceptable form of consideration for exercising an Option,including the method of payment. Such consideration may consist entirely of:

(1) cash;

(2) check;

(3) to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, a promissory note;

(4) other Shares, provided Shares have a Fair Market Value on the date of surrender equal to theaggregate exercise price of the Shares as to which said Option will be exercised;

(5) to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, in accordance with anybroker-assisted cashless exercise procedures approved by the Company and as in effect from time to time;

(6) by asking the Company to withhold Shares from the total Shares to be delivered upon exercise equal tothe number of Shares having a value equal to the aggregate Exercise Price of the Shares being acquired;

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(7) any combination of the foregoing methods of payment; or

(8) such other consideration and method of payment for the issuance of Shares to the extent permitted byApplicable Laws.

f . Forfeiture of Options. All unexercised Options shall be forfeited to the Company in accordance with the terms andconditions set forth in the Award Agreement and again will become available for grant under the Plan.

7. Restricted Stock.

a . Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Administrator, at any time and from timeto time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator will determine in its solediscretion.

b . Restricted Stock Award Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that willspecify the Period of Restriction, the number of Shares granted, and such other terms and conditions (which need not be identicalamong Participants) as the Administrator will determine in its sole discretion. Unless the Administrator determines otherwise, theCompany as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

c. Vesting Conditions and Other Terms.

i . Vesting Conditions. The Administrator, in its sole discretion, may impose such conditions on the vesting ofShares of Restricted Stock as it may deem advisable or appropriate, including but not limited to, achievement ofCompany-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or anyother basis determined by the Administrator in its discretion. The Administrator, in its discretion, may accelerate the timeat which any restrictions will lapse or be removed. The Administrator may, in its discretion, also provide for suchcomplete or partial exceptions to an employment or service restriction as it deems equitable.

i i . Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock grantedhereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

i i i . Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares ofRestricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unlessthe Administrator determines otherwise. If any such dividends or distributions are paid in Shares, the Shares will besubject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to whichthey were paid.

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i v . Transferability. Except as provided in this Section, Shares of Restricted Stock may not be sold, transferred,pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

d. Removal of Restrictions. All restrictions imposed on Shares of Restricted Stock shall lapse and the Period of Restrictionshall end upon the satisfaction of the vesting conditions imposed by the Administrator. Vested Shares of Restricted Stock will bereleased from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as theAdministrator may determine, but in no event later than the 30th day following the date on which vesting occurred.

e . Forfeiture of Restricted Stock. On the date set forth in the Award Agreement, the Shares of Restricted Stock for whichrestrictions have not lapsed will be forfeited and revert to the Company and again will become available for grant under the Plan.

8. Restricted Stock Units.

a . Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan, the Administrator, at any time and fromtime to time, may grant Restricted Stock Units to Service Providers in such amounts as the Administrator will determine in its solediscretion.

b . Restricted Stock Units Award Agreement. Each Award of Restricted Stock Units will be evidenced by an AwardAgreement that will specify the number of Restricted Stock Units granted, vesting criteria, form of payout, and such other termsand conditions (which need not be identical among Participants) as the Administrator will determine in its sole discretion.

c . Vesting Conditions. The Administrator shall set vesting criteria in its discretion, which, depending on the extent to whichthe criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administratormay set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but notlimited to, continued employment or service), or any other basis determined by the Administrator in its discretion. At any timeafter the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria thatmust be met to receive a payout.

d . Time and Form of Payment. Upon satisfaction of the applicable vesting conditions, payment of vested Restricted StockUnits shall occur in the manner and at the time provided in the Award Agreement, but in no event later than the 15th day of thethird month following the end of the year in which vesting occurred. Except as otherwise provided in the Award Agreement,Restricted Stock Units may be paid in cash, Shares, or a combination thereof at the sole discretion of theAdministrator. Restricted Stock Units that are fully paid in cash will not reduce the number of Shares available for issuance underthe Plan.

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e . Forfeiture of Restricted Stock Units. All unvested Restricted Stock Units shall be forfeited to the Company on the dateset forth in the Award Agreement and again will become available for grant under the Plan.

9. Stock Appreciation Rights.

a. Grant of SARs. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, maygrant SARs to Service Providers in such amounts as the Administrator will determine in its sole discretion.

b . Award Agreement. Each SAR grant will be evidenced by an Award Agreement that will specify the exercise price, thenumber of Shares underlying the SAR grant, the term of the SAR, the conditions of exercise, and such other terms and conditions(which need not be identical among Participants) as the Administrator will determine in its sole discretion.

c . Exercise Price and Other Terms. The per Share exercise price for the exercise of an SAR will be no less than the FairMarket Value per Share on the Grant Date.

d . Time and Form of Payment of SAR Amount. Upon exercise of a SAR, a Participant will be entitled to receive paymentfrom the Company in an amount no greater than: (i) the difference between the Fair Market Value of a Share on the date ofexercise over the exercise price; times (ii) the number of Shares with respect to which the SAR is exercised. An AwardAgreement may provide for a SAR to be paid in cash, Shares of equivalent value, or a combination thereof.

e. Forfeiture of SARs. All unexercised SARs shall be forfeited to the Company in accordance with the terms and conditionsset forth in the Award Agreement and again will become available for grant under the Plan.

10. Performance Units and Performance Shares and Stock Awards.

a . Grant of Performance Units and Performance Shares and Stock Awards. Performance Units or Performance Shares orStock Awards may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator,in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units andPerformance Shares and Stock Awards granted to each Participant and may award Stock Awards for bona fide services toemployees and consultants that are not related to market making activities or financing activities. The Administrator may grantStock Awards to Employees, Consultants and Directors in payment of compensation that has been earned or as compensation tobe earned, including without limitation compensation awarded or earned concurrently with or prior to the grant of the StockAward.

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b . Award Agreement. Each Award of Performance Units and Shares will be evidenced by an Award Agreement that willspecify the initial value, the Performance Period, the number of Performance Units or Performance Shares granted, and suchother terms and conditions (which need not be identical among Participants) as the Administrator will determine in its solediscretion, provided that Stock Awards that are not subject to restrictions may be evidenced solely by the consent of the Board orthe Administrator.

c . Value of Performance Units and Performance Shares and Stock Awards. Each Performance Unit will have an initialvalue that is established by the Administrator on or before the Grant Date. Each Performance Share and Stock Award will havean initial value equal to the Fair Market Value of a Share on the Grant Date.

d . Vesting Conditions and Performance Period and Stock Awards. The Administrator will set performance objectives orother vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending onthe extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will bepaid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must bemet will be called the “Performance Period.” The Administrator may set performance objectives based upon the achievement ofCompany-wide, divisional, or individual goals or any other basis determined by the Administrator in its discretion. TheAdministrator need not set any goals or other performance or vesting criteria for Stock Awards and may grant Stock Awardswhich vest immediately and are not subject to any vesting or other conditions.

e . Time and Form of Payment. After the applicable Performance Period has ended, the holder of Performance Units orPerformance Shares will be entitled to receive a payout of the number of vested Performance Units or Performance Shares bythe Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performanceobjectives or other vesting provisions have been achieved. Vested Performance Units or Performance Shares will be paid assoon as practicable after the expiration of the applicable Performance Period, but in no event later than the 15th day of the thirdmonth following the end of the year the applicable Performance Period expired. An Award Agreement may provide for thesatisfaction of Performance Unit or Performance Share Awards in cash or Shares (which have an aggregate Fair Market Valueequal to the value of the vested Performance Units or Performance Shares at the close of the applicable Performance Period) orin a combination thereof.

f . Forfeiture of Performance Units and Performance Shares. All unvested Performance Units or Performance Shares willbe forfeited to the Company on the date set forth in the Award Agreement, and again will become available for grant under thePlan.

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11. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise or as required by Applicable Laws,vesting of Awards will be suspended during any unpaid leave of absence. An Employee will not cease to be an Employee in thecase of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between theCompany, its Parent, or any Subsidiary.

12. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned,hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may beexercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, suchAward will contain such additional terms and conditions as the Administrator deems appropriate.

13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

a . Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities,or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure ofthe Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits orpotential benefits intended to be made available under the Plan, shall appropriately adjust the number and class of Shares thatmay be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award.

b . Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator willnotify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has notbeen previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

c. Change in Control. In the event of a merger or Change in Control, any or all outstanding Awards may be assumed by thesuccessor corporation, which assumption shall be binding on all Participants. In the alternative, the successor corporation maysubstitute equivalent Awards (after taking into account the existing provisions of the Awards). The successor corporation may alsoissue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subjectto vesting requirements and repurchase restrictions no less favorable to the Participant than those in effect prior to the merger orChange in Control.

In the event that the successor corporation does not assume or substitute for the Award, unless the Administratorprovides otherwise, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and SARs,including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock andRestricted Stock Units will lapse, and, with respect to Performance Shares and Performance Units, all Performance Goals orother vesting criteria will be deemed achieved at target levels and all other terms and conditions met. In addition, if an Option orSAR is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing orelectronically that the Option or SAR will be exercisable for a period of time determined by the Administrator in its sole discretion,and the Option or SAR will terminate upon the expiration of such period.

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For the purposes of this Section 13(c), an Award will be considered assumed if, following the Change in Control, theAward confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control,the consideration (whether stock, cash, or other securities or property) or, in the case of a SAR upon the exercise of which theAdministrator determines to pay cash or a Performance Share or Performance Unit which the Administrator can determine to payin cash, the fair market value of the consideration received in the merger or Change in Control by holders of Common Stock foreach Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type ofconsideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such considerationreceived in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may,with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option orSAR or upon the payout of a Restricted Stock Unit, Performance Share or Performance Unit, for each Share subject to suchAward (or in the case of Restricted Stock Units and Performance Units, the number of implied shares determined by dividing thevalue of the Restricted Stock Units and Performance Units, as applicable, by the per share consideration received by holders ofCommon Stock in the Change in Control), to be solely common stock of the successor corporation or its Parent equal in fairmarket value to the per share consideration received by holders of Common Stock in the Change in Control.

Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon thesatisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any ofsuch performance goals without the Participant's consent; provided, however, a modification to such performance goals only toreflect the successor corporation's post-Change in Control corporate structure will not be deemed to invalidate an otherwise validAward assumption.

14. Tax Withholding.

a . Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), theCompany will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amountsufficient to satisfy federal, state, local, foreign or other taxes required by Applicable Laws to be withheld with respect to suchAward (or exercise thereof).

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b . Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specifyfrom time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation)(i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to theamount required to be withheld, or (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to theamount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which theAdministrator agrees may be withheld at the time the election is made. The Fair Market Value of the Shares to be withheld ordelivered will be determined as of the date that the taxes are required to be withheld.

15. Provisions Applicable In the Event the Company or the Service Provider is Subject to U.S. Taxation.

a. Grant of Incentive Stock Options. If the Administrator grants Options to Employees subject to U.S. taxation, theAdministrator may grant such Employee an ISO and the following terms shall also apply:

i . Maximum Amount. Subject to the provisions of Section 13, to the extent consistent with Section 422 of the Code,not more than an aggregate of twelve million (12,000,000) Shares may be issued as ISOs under the Plan.

ii. General Rule. Only Employees shall be eligible for the grant of ISOs.

i i i . Continuous Employment. The Optionee must remain in the continuous employ of the Company or itsSubsidiaries from the date the ISO is granted until not more than three months before the date on which it isexercised. A leave of absence approved by the Company may exceed ninety (90) days if reemployment upon expirationof such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved bythe Company is not so guaranteed, then three (3) months following the ninety-first (91st) day of such leave any ISO heldby the Optionee will cease to be treated as an ISO.

iv. Award Agreement.

(1) The Administrator shall designate Options granted as ISOs in the Award Agreement. Notwithstandingsuch designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which ISOs areexercisable for the first time by the Optionee during any calendar year (under all plans of the Company and anyParent or Subsidiary) exceeds one hundred thousand dollars ($100,000), Options will not qualify as an ISO. Forpurposes of this section, ISOs will be taken into account in the order in which they were granted. The Fair MarketValue of the Shares will be determined as of the time the Option with respect to such Shares is granted.

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(2) The Award Agreement shall specify the term of the ISO. The term shall not exceed ten (10) years fromthe Grant Date or five (5) years from the Grant Date for Ten Percent Owners.

(3) The Award Agreement shall specify an exercise price of not less than the Fair Market Value per Shareon the Grant Date or one hundred ten percent (110%) of the Fair Market Value per Share on the Grant Date forTen Percent Owners.

(4) The Award Agreement shall specify that an ISO is not transferable except by will, beneficiarydesignation or the laws of descent and distribution.

v . Form of Payment. The consideration to be paid for the Shares to be issued upon exercise of an ISO, includingthe method of payment, shall be determined by the Administrator at the time of grant in accordance with Section 6(e)(iii).

vi. “Disability,” for purposes of an ISO, means total and permanent disability as defined in Section 22(e)(3) of theCode.

v i i . Notice. In the event of any disposition of the Shares acquired pursuant to the exercise of an ISO within twoyears from the Grant Date or one year from the exercise date, the Optionee will notify the Company thereof in writingwithin thirty (30) days after such disposition. In addition, the Optionee shall provide the Company with such informationas the Company shall reasonably request in connection with determining the amount and character of Optionee’s income,the Company’s deduction, and the Company’s obligation to withhold taxes or other amounts incurred by reason of adisqualifying disposition, including the amount thereof.

b. Performance-based Compensation. If the Company pays salaries for which it claims deductions that are subject to theCode section 162(m) limitation on its U.S. tax returns, then the following terms shall be applied in a manner consistentwith the requirements of, and only to the extent required for compliance with, the exclusion from the limitation ondeductibility of compensation under Code Section 162(m):

i. Outside Directors. The Board shall consider in selecting the Administrator and the membership of any committeeacting as Administrator the provisions regarding “outside directors” within the meaning of Code Section 162(m).

ii. Maximum Amount.

(1) Subject to the provisions of Section 13, the maximum number of Shares that can be awarded to anyindividual Participant in the aggregate in any one fiscal year of the Company is twelve million (12,000,000)Shares;

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(2) For Awards denominated in Shares and satisfied in cash, the maximum Award to any individualParticipant in the aggregate in any one fiscal year of the Company is the Fair Market Value of twelve million(12,000,000) Shares on the Grant Date; and

(3) The maximum amount payable pursuant to any cash Awards to any individual Participant in theaggregate in any one fiscal year of the Company is the Fair Market Value of twelve million (12,000,000) Shareson the Grant Date.

i i i . Performance Criteria. All performance criteria must be objective and be established in writing prior to thebeginning of the performance period or at later time as permitted by Code Section 162(m). Performance criteria mayinclude alternative and multiple performance goals and may be based on one or more business and/or financialcriteria. In establishing the performance goals, the Committee in its discretion may include one or any combination of thefollowing criteria in either absolute or relative terms, for the Company or any Subsidiary:

(1) Increased revenue;

(2) Net income measures (including but not limited to income after capital costs andincome before or after taxes);

(3) Stock price measures (including but not limited to growth measures and total

stockholder return);

(4) Market share;

(5) Earnings per Share (actual or targeted growth);

(6) Earnings before interest, taxes, depreciation, and amortization (“EBITDA”);

(7) Cash flow measures (including but not limited to net cash flow and net cash flowbefore financing activities);

(8) Return measures (including but not limited to return on equity, return on average

assets, return on capital, risk-adjusted return on capital, return on investors’ capital and return on averageequity);

(9) Operating measures (including operating income, funds from operations, cash from

operations, after-tax operating income, sales volumes, production volumes, and production efficiency);

(10) Expense measures (including but not limited to overhead cost and general andadministrative expense);

(11) Margins;

(12) Stockholder value;

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(13) Total stockholder return;

(14) Proceeds from dispositions;

(15) Production volumes;

(16) Total market value; and

(17) Corporate values measures (including but not limited to ethics compliance,environmental, and safety).

c. Stock Options and SARs Exempt from Code section 409A. If the Administrator grants Options or SARs to Employeessubject to U.S. taxation the Administrator may not modify or amend the Options or SARs to the extent that themodification or amendment adds a feature allowing for additional deferral within the meaning of Code section 409A.

16. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon any Participant any right with respect tocontinuing the Participant's relationship as a Service Provider with the Company or any Parent or Subsidiary of the Company, norwill they interfere in any way with the Participant's right or the Company's or its Parent’s or Subsidiary’s right to terminate suchrelationship at any time, with or without cause, to the extent permitted by Applicable Laws.

17. Effective Date. The Plan’s effective date is the date on which it is adopted by the Board. The grant of ISOs is subject to approvalby the Company’s shareholders either twelve (12) months before or after the date that the Board adopts the Plan. Shareholderapproval is to be obtained in accordance with the Company’s certificate of incorporation and bylaws, and applicable laws. TheAdministrator may grant ISOs prior to shareholder approval, but until the Company obtains this approval, a grantee shall notexercise them. If the Company does not timely obtain shareholder approval, a grantee may exercise previously granted ISOs asNonqualified Stock Options.

18. Term of Plan. The Plan will terminate 10 years following the earlier of (i) the date it was adopted by the Board or (ii) the date itbecame effective upon approval by stockholders of the Company, unless sooner terminated by the Board pursuant to Section 19.

19. Amendment and Termination of the Plan.

a. Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

b . Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessaryand desirable to comply with Applicable Laws.

c . Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair therights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement mustbe in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator's ability toexercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

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20. Conditions Upon Issuance of Shares.

a . Legal Compliance. The Administrator may delay or suspend the issuance and delivery of Shares, suspend the exerciseof Options or SARs, or suspend the Plan as necessary to comply Applicable Laws. Shares will not be issued pursuant to theexercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with ApplicableLaws and will be further subject to the approval of counsel for the Company with respect to such compliance.

b . Investment Representations. As a condition to the exercise of an Award, the Company may require the personexercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only forinvestment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such arepresentation is required.

21. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, whichauthority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, willrelieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority willnot have been obtained.

22. Repricing Prohibited; Exchange And Buyout of Awards. The repricing of Options or SARs is prohibited without prior stockholderapproval. The Administrator may authorize the Company, with prior stockholder approval and the consent of the respectiveParticipants, to issue new Option or SAR Awards in exchange for the surrender and cancellation of any or all outstandingAwards. The Administrator may at any time repurchase Options with payment in cash, Shares or other consideration, based onsuch terms and conditions as the Administrator and the Participant shall agree.

23. Substitution and Assumption of Awards. The Administrator may make Awards under the Plan by assumption, substitution orreplacement of performance shares, phantom shares, stock awards, stock options, stock appreciation rights or similar awardsgranted by another entity (including an Parent or Subsidiary), if such assumption, substitution or replacement is in connectionwith an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parentor Subsidiary) and such other entity (and/or its affiliate). The Administrator may also make Awards under the Plan by assumption,substitution or replacement of a similar type of award granted by the Company prior to the adoption and approval of the Plan.Notwithstanding any provision of the Plan (other than the maximum number of shares of Common Stock that may be issuedunder the Plan), the terms of such assumed, substituted or replaced Awards shall be as the Administrator, in its discretion,determines is appropriate.

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24. Governing Law. The Plan and all Agreements shall be construed in accordance with and governed by the laws of the State ofCalifornia.

Adopted by the Board of Directors on September 10, 2013.

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EX-4.5 3 ex4-5.htmExhibit 4.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD,TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) AREGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVEBECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACTAND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWNANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.

Warrant to Purchase_________ shares Warrant Number ____

Common Stock Purchase Warrantof

Jammin Java Corp.

THIS CERTIFIES that _____________, or any subsequent holder hereof (“Holder”) has the right to purchase from JamminJava Corp., a Nevada company (the “Company”), up to ________________ (_________) fully paid and nonassessable shares, of theCompany's common stock, $0.001 par value per share (“Common Stock”), subject to adjustment as provided herein, at a price equal tothe Exercise Price as defined in Section 3 below, at any time during the Term of this Warrant (as defined below).

Holder agrees with the Company that this Common Stock Purchase Warrant of the Company (this “Warrant” or this“Agreement”) is issued and all rights hereunder shall be held subject to all of the conditions, limitations and provisions set forthherein. This Warrant was granted to the Holder in connection with the Holder’s subscription for Units of the Company, each consisting ofone (1) share of the Company’s common stock and one-half of one (1) warrant to purchase one (1) share of the Company’s commonstock, and the Subscription Agreement entered into in connection therewith (the “Subscription Agreement”). Capitalized terms notdefined herein shall have the meanings given to such terms in the Subscription Agreement.

Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any timethat, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant,and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of suchExercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately aftergiving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined inaccordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Beneficial Ownership Limitation”). TheBeneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by theHolder that the issuance of the shares in such Notice of Exercise will not violate the Beneficial Ownership Limitation, and the Companyshall not be entitled to require additional documentation of such satisfaction.

Common Stock Purchase WarrantJammin Java Corp.

Page 1 of 13


The Beneficial Ownership Limitation provisions may be waived by such Holder, at the election of such Holder, upon not less thansixty-one (61) days’ prior written notice to the Company, to change the Beneficial Ownership Limitation to any other percentage of thenumber of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock uponExercise of the Warrants held by the Holder. The provisions of this paragraph shall be construed or implemented in a manner in strictconformity with the terms of this Section 1 which may include, but not be limited to correcting this paragraph (or any portion hereof) whichmay be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplementsnecessary or desirable to properly give effect to such limitation.

1. Date of Issuance and Term.

This Warrant shall be deemed to be issued on ___________, 2013 (“Date of Issuance”). The term of this Warrant begins onthe Date of Issuance and ends at 5:00 p.m., Central Standard Time, on the date that is one (1) year after the Date of Issuance (the“Term”).

2. Exercise.

(a) Manner of Exercise. During the Term, this Warrant may be Exercised as to all or any lesser number of full shares of CommonStock covered hereby (the “Warrant Shares” or the “Shares”) upon surrender of this Warrant, with the Notice of Exercise Form attachedhereto as Exhibit A (the “Notice of Exercise”) duly completed and executed, together with the full Exercise Price (as defined below,which may be satisfied by a Cash Exercise for each share of Common Stock as to which this Warrant is Exercised, at the office of theCompany, Attn: Secretary; Jammin Java Corp., 8200 Wilshire Blvd., Suite 200, Beverly Hills, California 90211 or at such other location asthe Company may then be located or such other office or agency as the Company may designate in writing, by overnight mail, byfacsimile (such surrender and payment of the Exercise Price hereinafter called the “Exercise” of this Warrant).

(b) Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that a copy of the Notice of ExerciseForm attached hereto as Exhibit A, is completed and executed, is sent by facsimile to the Company or its transfer agent (“TransferAgent”) (including but not limited to a scanned “PDF” file which is delivered as an attachment to an e-mail to the Company), provided thatthe original Warrant (if delivery of the original Warrant is required pursuant to Section 2(h) hereof) and Notice of Exercise Form arereceived by the Company and the Exercise Price is satisfied, each as soon as practicable thereafter. Alternatively, the Date of Exerciseshall be defined as the date the original Notice of Exercise Form is received by the Company, if Holder has not sent advance notice byfacsimile. Upon delivery of the Notice of Exercise Form to the Company by facsimile or otherwise, the Holder shall be deemed for allcorporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,irrespective of the date delivery of the certificates evidencing such Warrant Shares are made. The Company shall deliver any objectionto any Notice of Exercise within five (5) Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records ofthe Holder shall be controlling and determinative in the absence of manifest error. "Business Day" shall mean any day other than aSaturday, Sunday or a day on which commercial banks in the City of Beverly Hills, California are authorized or required by law orexecutive order to remain closed.

Common Stock Purchase Warrant (#___)Jammin Java Corp.

Page 2 of 13


(c) Delivery of Common Stock Upon Exercise. Within ten (10) Trading Days from the delivery to the Company of the Notice ofExercise, surrender of this Warrant (if required) and payment of the aggregate Exercise Price (the “Warrant Shares Delivery Deadline”),the Company shall issue and deliver (or cause its transfer agent to issue and deliver) in accordance with the terms hereof to or upon theorder of the Holder that number of shares of Common Stock (“Exercise Shares”) for the portion of this Warrant converted as shall bedetermined in accordance herewith. Upon the Exercise of this Warrant or any part thereof, the Company shall, at its own cost andexpense, take all necessary action, which shall not include obtaining and delivering an opinion of counsel to assure that the Company'stransfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and insuch denominations to be specified at Exercise representing the number of shares of Common Stock issuable upon such Exercise, whichaction shall be the sole responsibility of Holder. The Company warrants that no instructions other than these instructions have been or willbe given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, in the event the Exercise Sharesare eligible to be issued without legend pursuant to Rule 144 under the Securities Act of 1933, as amended (the “1933 Act” or the“Securities Act”) in the reasonable determination of the Company’s counsel, upon receipt from the Holder of an opinion of counsel as tothe fact that such Exercise Shares are eligible to be issued without legend (as described below), the Exercise Shares will be free-trading,and freely transferable, and will not contain a legend restricting the resale or transferability of the Exercise Shares if the UnrestrictedConditions (as defined below) are met, and the Holder has supplied the Company with an opinion of counsel as to such fact, acceptableto the Company, which acceptance shall not be unreasonably withheld.


Page 3 of 13


(d) Legends.

(i) Restrictive Legend. The Holder understands that (a) the Warrant and, (b) until such time as Exercise Shares havebeen registered under the 1933 Act, if ever, or, may be sold pursuant to Rule 144 under the 1933 Act without any restriction as to thenumber of securities as of a particular date that can then be immediately sold, the Exercise Shares, shall bear a restrictive legend insubstantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securities):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAYNOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATIONSTATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCEAND SCOPE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT REGISTRATION IS NOTREQUIRED UNDER SAID ACT.”

(ii) Removal of Restrictive Legends. Certificates evidencing the Exercise Shares shall not contain any legend restrictingthe transfer thereof (including the legend set forth above in subsection 2(d)(i)): (i) while a registration statement covering the resale ofsuch security is effective under the Securities Act, or (ii) following any valid and applicable sale of such Exercise Shares pursuant to Rule144, which determination shall be made in the sole determination of the Company’s counsel, provided that the Company may request anopinion from Holder as to the applicability of such rule, or (iii) if such legend is not required under applicable requirements of the SecuritiesAct (including judicial interpretations and pronouncements issued by the staff of the Securities and Exchange Commission (the“Commission”)), which determination shall be made in the sole determination of the Company’s counsel (collectively, the “UnrestrictedConditions”). If the Unrestricted Conditions are met at the time of issuance or resale of Exercise Shares, then such Exercise Sharesshall be issued free of all legends.

(iii) Sale of Unlegended Shares. Holder agrees that the removal of the restrictive legend from certificates representingSecurities as set forth in Section 2(d)(i) above is predicated upon the Company’s reliance that the Holder will sell any Exercise Sharespursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or anexemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan ofdistribution set forth therein.

(e) Cancellation of Warrant. This Warrant shall be cancelled upon the full Exercise of this Warrant, and, as soon as practicalafter the Date of Exercise, Holder shall be entitled to receive Common Stock for the number of shares purchased upon such Exercise ofthis Warrant, and if this Warrant is not Exercised in full and Holder has delivered an original copy of the Warrant, Holder shall be entitledto receive a new Warrant (containing terms identical to this Warrant) representing any unexercised portion of this Warrant in addition tosuch Common Stock.


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(f) Holder of Record. Each person in whose name any Warrant for shares of Common Stock is issued shall, for all purposes, bedeemed to be the Holder of record of such shares on the Date of Exercise of this Warrant, irrespective of the date of delivery of theCommon Stock purchased upon the Exercise of this Warrant. Nothing in this Warrant shall be construed as conferring upon Holder anyrights as a stockholder of the Company.

(g) Delivery of Electronic Shares. In lieu of delivering physical certificates representing the unlegended shares of Common Stockissuable upon Exercise (the “Unlegended Shares”), provided the Company’s transfer agent is participating in the Depository TrustCompany (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon written request of the Holder, so long as the certificatestherefor do not bear a legend, and are not required to bear a legend, and the Holder is not obligated to return such certificate for theplacement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares to the Holderby crediting the account of the Holder's broker with DTC identified in the written request through its Deposit Withdrawal AgentCommission (“DWAC”) system. Otherwise, delivery of the Common Stock shall be by physical delivery to the address specified by theHolder in the Notice of Exercise. The time periods for delivery and liquidated damages described herein shall apply to the electronictransmittals described herein, or to physical delivery, whichever is applicable.

(h) Surrender of Warrant Upon Exercise; Book-Entry. Notwithstanding anything to the contrary set forth herein, upon Exercise ofthis Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender the original Warrant Certificateto the Company unless all of this Warrant is Exercised, in which case such Holder shall deliver the original Warrant being Exercised tothe Company promptly following the Date of Exercise at issue. Partial exercises of this Warrant resulting in purchases of a portion of thetotal number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Sharespurchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shallmaintain records showing the amount of this Warrant that is so Exercised and the dates of such Exercises or shall use such othermethod, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this original Warrant uponeach such Exercise. In the event of any dispute or discrepancy, such records of the Holder shall be controlling and determinative in theabsence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of theprovisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Sharesavailable for purchase hereunder at any given time may be less than the amount stated on the face hereof.

3. Exercise Price.

The Exercise Price (“Exercise Price”) shall be 150% of the Closing Price (the “Exercise Price”), subject to adjustmentpursuant to the terms hereof, including but not limited to Section 5 below.


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Payment of the Exercise Price may be made by a cash exercise. The Holder may exercise this Warrant in cash, via bankor cashiers check or via wire transfer (a “Cash Exercise”);

4. Transfer and Registration. Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on thebooks of the Company, in whole or in part, in person or by attorney, upon surrender of this Warrant properly completed andendorsed. This Warrant shall be cancelled upon such surrender and, as soon as practicable thereafter, the person to whom such transferis made shall be entitled to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and Holder shall be entitled toreceive a new Warrant as to the portion hereof retained.

5. Adjustments; Additional Adjustments; Purchase Rights.

(a) Recapitalization or Reclassification. If the Company shall at any time prior to the end of the Term, effect a recapitalization,reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or becomeexchangeable for a larger or smaller number of shares, then upon the effective date thereof, the number of shares of Common Stockwhich Holder shall be entitled to purchase upon Exercise of this Warrant shall be increased or decreased, as the case may be, in directproportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization, reclassification orsimilar transaction, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionally decreased and, inthe case of a decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides toholders of Common Stock of any transaction described in this Section 5(a).

(b) Exercise Price Adjusted. As used in this Warrant, the term “Exercise Price” shall mean the purchase price per sharespecified in Section 3 of this Warrant, until the occurrence of an event stated in this Section 5 or otherwise set forth in this Warrant, andthereafter shall mean said price as adjusted from time to time in accordance with the provisions of said subsection. No such adjustmentunder this Section 5 shall be made unless such adjustment would change the Exercise Price at the time by $.01 or more; provided,however, that all adjustments not so made shall be deferred and made when the aggregate thereof would change the Exercise Price atthe time by $.01 or more. No adjustment made pursuant to any provision of this Section 5 shall have the net effect of increasing theExercise Price in relation to the split adjusted and distribution adjusted price of the Common Stock.

(c) Adjustments: Additional Shares, Securities or Assets. In the event that at any time, as a result of an adjustment madepursuant to this Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become entitled to receive shares and/or othersecurities or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall bedeemed to refer to and include such shares and/or other securities or assets; and thereafter the number of such shares and/or othersecurities or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to theprovisions of this Section 5.


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(d) Subdivision or Combination of Common Stock. If the Company at any time prior to the end of the Term subdivides (by anystock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirablehereunder into a greater number of shares, then, after the date of record for effecting such subdivision, the Exercise Price in effectimmediately prior to such subdivision will be proportionately reduced and the number of shares represented by this Warrant shallproportionally increase. If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification orotherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the date of record for effectingsuch combination, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number ofshares represented by this Warrant shall proportionally decrease.

(e) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then currentExercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company (a “VoluntaryAdjustment”).

(f) Adjustment to Number of Shares. In the event of any adjustment to the Exercise Price prior to the expiration of the Term ofthis Warrant, pursuant to the terms of this Warrant, including but not limited to any Voluntary Adjustment, the number of Warrant Sharesissuable upon Exercise of this Warrant shall be increased such that the aggregate Exercise Price payable in a full Cash Exercisehereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price payable in a fullCash Exercise prior to such adjustment.

(g) Notice of Adjustments; Notice Failure Adjustment. Whenever the Exercise Price is required to be adjusted pursuant to theterms of this Warrant, the Company shall within Five (5) Business Days mail to the Holder a notice (an “Exercise Price AdjustmentNotice”) setting forth the new Exercise Price and specifying the new number of shares into which the Warrant is convertible after suchadjustment and setting forth a statement of the facts requiring such adjustment. The Company shall, upon the written request at any timeof the Holder, furnish to such Holder a like Warrant setting forth (i) such adjustment or readjustment, (ii) the Exercise Price at the time ineffect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would bereceived upon Exercise of the Warrant, following delivery of the original Warrant to the Company for exchange. For purposes ofclarification, whether or not the Company provides an Exercise Price Adjustment Notice pursuant to this Section 5(g), upon theoccurrence of any event that leads to an adjustment of the Exercise Price, the Holders are entitled to receive an Exercise Price and anumber of Exercise Shares based upon the new Exercise Price, as adjusted, for exercises occurring on or after the date of suchadjustment, regardless of whether a Holder accurately refers to the adjusted Exercise Price in the Notice of Exercise.

6 . Fractional Interests. No fractional shares or scrip representing fractional shares shall be issuable upon the Exercise ofthis Warrant, but on Exercise of this Warrant, Holder may purchase only a whole number of shares of Common Stock. If, on Exercise ofthis Warrant, Holder would be entitled to a fractional share of Common Stock or a right to acquire a fractional share of Common Stock,such fractional share shall be disregarded and the number of shares of Common Stock issuable upon Exercise shall be the next closestnumber of whole shares.


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7 . Reservation of Shares. From and after the date hereof, the Company shall at all times reserve for issuance suchnumber of authorized and unissued shares of Common Stock (or other securities substituted therefor as herein above provided) equal to100% (the “Minimum Warrant Share Reservation Amount”) of such number as shall be sufficient for the Exercise of this Warrant andpayment of the Exercise Price in full. If at any time the number of shares of Common Stock authorized and reserved for issuance is below100% of the number of shares sufficient for the Exercise of this Warrant (a “Share Authorization Failure”)(based on the Exercise Pricein effect from time to time), the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number ofshares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company'sobligations under this Section 7, in the case of an insufficient number of authorized shares, and using its best efforts to obtain stockholderapproval of an increase in such authorized number of shares such that the number of shares authorized and reserved for the Exercise ofthis Warrant shall exceed the Minimum Warrant Share Reservation Amount. The Company covenants and agrees that upon the Exerciseof this Warrant, all shares of Common Stock issuable upon such Exercise shall be duly and validly issued, fully paid, nonassessable andnot subject to liens, claims, preemptive rights, rights of first refusal or similar rights of any person or entity.

8. Restrictions on Transfer.

(a) Registration or Exemption Required. This Warrant has been issued in a transaction exempt from the registrationrequirements of the Securities Act by virtue of Regulation D thereof. The Warrant and the Common Stock issuable upon the Exercise ofthis Warrant may not be transferred, sold or assigned except pursuant to an effective registration statement or an exemption to theregistration requirements of the Act and applicable state laws.

(b) Assignment. If Holder can provide the Company with reasonably satisfactory evidence that the conditions above regardingregistration or exemption have been satisfied, Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole orin part. Holder shall deliver a written notice to Company, substantially in the form of the Assignment reasonably requested by theCompany, indicating the person or persons to whom the Warrant shall be assigned and the respective number of warrants to be assignedto each assignee. The Company shall effect the assignment within ten (10) days of receipt of such notice, and shall deliver to theassignee(s) designated by Holder a Warrant or Warrants of like tenor and terms for the appropriate number of shares.

9 . Non-circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of itsCertificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement,dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of theterms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required toprotect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of anyshares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (ii) shall take all suchactions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable sharesof Common Stock upon the exercise of this Warrant.


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1 0 . Remedies, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Warrant, if any, shall becumulative and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specificperformance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failureby the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereundercould cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company thereforeagrees that, in the event of any such breach or threatened breach, the holder of this Warrant could seek, in addition to all other availableremedies, an injunction restraining any breach.

11. Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation ofthe number of Warrant Shares issuable upon any exercise of this Warrant, the Company shall promptly issue to the Holder the number ofWarrant Shares that are not disputed and resolve such dispute in accordance with this subsection. In the case of a dispute as to thearithmetic calculation of the Exercise Price, the Company shall submit the disputed determinations or arithmetic calculations via facsimilewithin five (5) Business Days of receipt, or deemed receipt, of the Notice of Exercise or Redemption Notice or other event giving rise tosuch dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination orcalculation within five (5) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then theCompany shall, within five (5) Business Days submit via facsimile, the disputed arithmetic calculation of the Exercise Price to theCompany’s independent, outside accountant or any other matter referred to above that is not expressly designated to the independentinvestment bank or the independent outside accountant pursuant to an expert attorney from a nationally recognized outside law firm(having at least 50 attorneys and having with no prior relationship with the Company) selected by the Company and approved by theHolder. The Company, at the Company’s expense, shall cause the investment bank or the accountant, law firm, or other expert, as thecase may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5)Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’sdetermination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error (collectively, the “DisputeResolution Procedures”).

12. Benefits of this Warrant. Nothing in this Warrant shall be construed to confer upon any person other than the Companyand Holder any legal or equitable right, remedy or claim under this Warrant and this Warrant shall be for the sole and exclusive benefit ofthe Company and Holder.


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13. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shallbe governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principlesof conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of thetransactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers,shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Beverly Hills,California. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of BeverlyHills, California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby ordiscussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is notpersonally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue forsuch proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any suchsuit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to suchparty at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficientservice of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in anyother manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action orproceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by theother party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution ofsuch action or proceeding.

1 4 . Loss of Warrant. Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Warrant,and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Company, and upon surrender andcancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date within ten (10)Business Days.

15. Notice or Demands. Notices or demands pursuant to this Warrant to be given or made by Holder to or on the Companyshall be sufficiently given or made if sent by certified or registered mail, return receipt requested, postage prepaid, and addressed, untilanother address is designated in writing by the Company, to the address set forth in Section 2(a) above. Notices or demands pursuant tothis Warrant to be given or made by the Company to or on Holder shall be sufficiently given or made if sent by certified or registered mail,return receipt requested, postage prepaid, and addressed, to the address of Holder set forth in the Company’s records, until anotheraddress is designated in writing by Holder.

16. Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of theCompany and the Holder.

1 7 . Capacity. Each signatory below confirms and acknowledges that they have received valid authorization and that eachrespective party has authorized such signatory to sign this Warrant on such party’s behalf.


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18. Effect of Facsimile and Photocopied Signatures. This Warrant may be executed in several counterparts, each of which isan original. It shall not be necessary in making proof of this Warrant or any counterpart hereof to produce or account for any of the othercounterparts. A copy of this Warrant signed by one party and faxed to another party shall be deemed to have been executed anddelivered by the signing party as though an original. A photocopy of this Warrant shall be effective as an original for all purposes.

1 9 . Severability. The holding of any provision of this Agreement to be invalid or unenforceable by a court of competentjurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.

20. Further Assurances. The parties agree to execute and deliver all such further documents, agreements and instrumentsand take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. TheCompany agrees to help facilitate any assignment by Holder or its assignees of this Warrant and to assist in any way necessary tocomplete a transaction.

[Remainder of page left intentionally blank. Signature page follows.]


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IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the _____ day of ________ 2013.

Jammin Java Corp. By: ________________________ Its:_________________________ Printed Name:____________________ Date:______________


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EXHIBIT A

NOTICE OF EXERCISE FORM FOR WARRANT

TO: JAMMIN JAVA CORP.

The undersigned hereby irrevocably Exercises the right to purchase ____________ of the shares of Common Stock (the“Common Stock”) of JAMMIN JAVA CORP., a Nevada company (the “Company”), evidenced by the attached Common StockPurchase Warrant (#__, the “Warrant”), and herewith makes payment of the applicable Exercise Price with respect to such shares in full,all in accordance with the conditions and provisions of said Warrant.

1. The undersigned agrees not to offer, sell, transfer or otherwise dispose of any of the Common Stock obtained on Exercise of theWarrant, except in accordance with the applicable provisions of the Warrant.

2. The undersigned requests that stock certificates for such shares be issued free of any restrictive legend, if appropriate, and a warrantrepresenting any unexercised portion hereof be issued, pursuant to the Warrant in the name of the undersigned and delivered to theundersigned at the address set forth below:

Dated:________

Signature

Print Name

IF Entity, Entity Name

Signatory’s Position With Entity

Address

NOTICE

The signature to the foregoing Notice of Exercise Form must correspond to the name as written upon the face of the attached Warrant inevery particular way, without alteration or enlargement or any change whatsoever.


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SUBSCRIPTION AGREEMENTIN

JAMMIN JAVA CORP.

Jammin Java Corp.Attn: Anh Tran8200 Wilshire Blvd., Suite 200Beverly Hills, California 90211

A . Subscription. This Agreement has been executed by __________________________, a/an ____________________, residingand/or having a principal place of business in __________________ (“Purchaser”, or “Subscriber”) in connection with the subscriptionto purchase Units of Jammin Java Corp., a Nevada corporation (the “Company”), each consisting of (a) one share of the Company’scommon stock, $0.001 par value per share (the “Shares”); and (b) one-half of one (1) warrant with a term of one year to purchase oneshare of the Company’s common stock (the “Warrants” and collectively with the Shares, the “Units” and the Units and the shares ofcommon stock issuable upon exercise of the Warrants and conversion of the Shares, the “Securities”) at a price per Unit equal to theclosing sales price of the Company’s common stock on the date this Agreement is executed by the Purchaser and received by theCompany (the “Closing Price”) multiplied by 0.80 (representing a 20% discount to the Closing Price, the “Per Unit Price”). Subscriberhas agreed to purchase $___________ in Units (the “Purchase Price”) totaling an aggregate of __________ Units (equal to thePurchase Price divided by the Per Unit Price (rounded up to the nearest whole Unit and with each Warrant rounded up to the nearestwhole Warrant))(subject to a minimum investment of $100,000)(the entire transaction which may include the sale of multiple Units tomultiple investors as part of a “best efforts, no minimum” offering, defined herein as the “Offering”). The Subscriber agrees to providethe Purchase Price to the Company in connection with this Subscription Agreement (this “Agreement”). The exercise price of theWarrants shall be equal to 150% of the Closing Price.

When the context in which words are used in this Agreement indicates that such is the intent, singular words shall include the plural, andvice versa, and masculine words shall include the feminine and neuter genders, and vice versa. Any reference to a person shall includean individual, trust, estate, or any incorporated or unincorporated organization, including general or limited partnerships, limited liabilitycompanies, corporations, joint ventures and cooperatives, and all heirs, executors, administrators, legal representatives, successors andassigns of such person where permitted or required by the context. Captions are inserted for convenience only, are not a part of thisAgreement, and shall not be used in the interpretation of this Agreement.

B . Acceptance of Subscription. It is understood and agreed that the Company shall have the right to accept or reject thissubscription (the “Subscription”), in whole or in part, and that the same shall be deemed to be accepted by the Company only when it issigned by the Company.

C. Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows:

Page 1 of 20Subscription Agreement

Jammin Java Corp.


i) Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating themerits and risks of an investment in the Company and the suitability of the Securities as an investment for Subscriber;

ii) Subscriber is an Accredited Investor; “Accredited Investor” means:

(A) an individual who has a net worth (either individually or jointly with spouse) in excess of $1,000,000 (excluding theindividual’s principal residence); or an individual who had an individual income (NOT including joint income with spouse) in excess of$200,000 in each of the two most recent tax years and reasonably expects individual income in excess of $200,000 during the current taxyear; or an individual who had an income (including joint income with spouse) in excess of $300,000 in each of the two most recent taxyears and reasonably expects individual income in excess of $300,000 during the current tax year. “Income” for this purpose is computedby adding the following items to adjusted gross income for federal income tax purposes: (a) the amount of any tax-exempt interest incomereceived; (b) the amount of losses claimed as a limited partner in a limited partnership; (c) any deduction claimed for depletion; (d)deductions for alimony paid; (e) deductible amounts contributed to an IRA or Keogh retirement plan; and (f) any amount by which incomefrom long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of theCode; or

(B) an entity which is one of the following, not formed solely for the purpose of subscribing for the Securities:

(a) A bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Act,” the “SecuritiesAct” or the “1933 Act”) or a savings and loan association or other institution as defined in Section 3(a)(5)(A) ofthe Securities Act of 1933, whether acting in an individual or a fiduciary capacity.

(b) An insurance company, as defined in Section 2(13) of the Securities Act of 1933.

(c) An investment company registered under the Investment Company Act of 1940.

(d) A business development company, as defined in Section 2(a)(48) of the Investment Company Act of 1940.

(e) A small business investment company licensed by the U.S. Small Business Administration under Section301(c) or (d) of the Small Business Investment Act of 1958.

(f) An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of1974 and the investment is made by Subscriber as a plan fiduciary, as defined in Section 3(21) of such Act,and Subscriber is a bank, insurance company or a registered investment advisor, or has total assets in excessof $5 million.


Jammin Java Corp.


(g) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of1940.

(h) An organization described in Section 501 (c)(3) of the Internal Revenue Code, a corporation, a Massachusettsor similar business trust, or a partnership, not formed for the specific purpose of acquiring Securities, with totalassets in excess of $5 million.

(i) An irrevocable trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiringSecurities, whose purchase is directed by a person with such knowledge and experience in financial andbusiness matters that (s)he is capable of evaluating the merits and risks of the prospective investment.

(j) A revocable trust that is revocable by its grantors, each of whose grantors is an accredited investor, qualifiesas an accredited investor for the purposes of the subscription (each grantor should complete the individualaccredited information questionnaire, and describe the fact that they are grantors of the trust on suchindividual questionnaire below).

(k) An entity in which all of the equity owners are Accredited Investors.

iii) The Subscriber is acquiring the Securities for his, her or its own account for long-term investment and not with a view towardresale, fractionalization or division, or distribution thereof, and he, she or it does not presently have any reason to anticipate any changein his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his, her or itssale or distribution of the Securities. No one other than the Subscriber has any beneficial interest in said securities. The Subscriber ispurchasing the Securities for his, her, or its account for the purpose of investment and not with a view to, or for sale in connection with,any distribution thereof;

iv) Subscriber has received no representations or warranties from the Company, or its affiliates, employees or agents regarding theSecurities or suitability of an investment in the Securities or the Company other than those set forth herein and attached hereto;

v) Subscriber is able to bear the economic risk of the investment in the Securities and Subscriber has sufficient net worth to sustaina loss of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur;

vi) Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of theCompany. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requestedhave been made available for inspection by Subscriber and Subscriber’s attorney, accountant or other adviser(s);

vii) Subscriber has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person orpersons acting on behalf of the Company, concerning the terms and conditions of this investment and the Offering, and all such questionshave been answered to the full satisfaction of Subscriber. The Company has not supplied Subscriber any information other than ascontained in this Agreement and Subscriber is relying on its own investigation and evaluation of the Company and the Securities inmaking an investment hereunder and not on any other information;


Jammin Java Corp.


viii) The undersigned recognizes that the investment herein is a speculative venture and that the total amount of funds tendered topurchase Securities is placed at the risk of the business and may be completely lost. The purchase of Securities as an investmentinvolves special risks;

ix) Subscriber, if an individual, is at least 21 years of age and is a bona fide resident and domiciliary of the state set forth in theInvestor Application (the “Qualification Questionnaire”) and has no present intention to become a resident of any other state orjurisdiction;

x) Subscriber acknowledges and is aware of the following:

(1) There are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in theCompany have no right to require that the Securities be registered under the 1933 Act; there may not be any public market forthe Securities; Subscriber may not be able to use the provisions of Rule 144 of the 1933 Act with respect to the resale of theSecurities; and accordingly, Subscriber may have to hold the Securities indefinitely and it may not be possible for Subscriber toliquidate Subscriber’s investment in the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged orhypothecated unless such sale is exempt from registration under the 1933 Act. Subscriber also acknowledges that Subscribershall be responsible for compliance with all conditions on transfer imposed by any blue sky or securities law administrator and forany expenses incurred by the Company for legal or accounting services in connection with reviewing a proposed transfer; and

(2) No federal or state agency has made any finding or determination as to the fairness of the Offering of the Securities forinvestment or any recommendation or endorsement of the Securities;

xi) The Subscriber has carefully considered and has, to the extent he, she or it believes such discussion is necessary, discussedwith his, her or its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for his, her or itsparticular tax and financial situation and that the Subscriber and his, her or its advisers, if such advisors were deemed necessary, havedetermined that the Securities are a suitable investment for him, her or it;

xii) The Subscriber has not become aware of this Offering and has not been offered Securities by any form of general solicitationor advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper,magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to the Subscriber's knowledge, thoseindividuals that have attended have been invited by any such or similar means of general solicitation or advertising;

xiii) The Subscriber realizes that the Securities cannot readily be sold and will be restricted securities and therefore the Securitiesmust not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financialdifficulties and the Subscriber can provide for current needs and possible personal contingencies;


Jammin Java Corp.


xiv) The Subscriber confirms and represents that he, she or it is able (i) to bear the economic risk of his, her or its investment, (ii) tohold the Securities for an indefinite period of time, and (iii) to afford a complete loss of his, her or its investment. The Subscriber alsorepresents that he, she or it has (i) adequate means of providing for his, her or its current needs and possible personal contingencies, and(ii) has no need for liquidity in this particular investment;

xv) The Subscriber understands that the Securities are being offered and sold to he, she, or it in reliance on specific exemptionsfrom or non-application of the registration requirements of federal and state securities laws and that the Company is relying upon the truthand accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein inorder to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities. All information whichthe Subscriber has provided to the Company concerning the undersigned's financial position and knowledge of financial and businessmatters is correct and complete as of the date hereof, and if there should be any material change in such information prior to acceptanceof this Agreement by the Company, the undersigned will immediately provide the Company with such information;

xvi) The Subscriber is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreementand Qualification Questionnaire;

xvii) The Subscriber confirms and certifies that:

(a) Subscriber is in receipt of and has carefully read and reviewed and understands the Form of Warrant to PurchaseCommon Stock, attached hereto as Exhibit A and the Information For Residents of Certain States, attached hereto asExhibit B;

(b) Subscriber has been provided an opportunity to and in fact has read and reviewed, the Company’s filings with theSecurities and Exchange Commission (available at sec.gov) including the Company’s most recent Annual Report onForm 10-K for the year ended January 31, 2013 and its Quarterly Report on Form 10-Q for the period ended April 30,2013, including the risk factors, financial statements, description of business operations, plan of operations and results ofoperations set forth therein;

(c) The Subscription hereunder is irrevocable by Subscriber, that, except as required by law, Subscriber is not entitled tocancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this SubscriptionAgreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon andinure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legalrepresentatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereundershall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shallbe deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators,successors, legal representatives and permitted assigns.


Jammin Java Corp.


(d) No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering forinvestment purposes; or any recommendations or endorsements of the Securities.

(e) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the SecuritiesAct and the provisions of Rule 506 of Regulation D and/or Regulation S thereunder, which is in part dependent upon thetruth, completeness and accuracy of the statements made by the Subscriber herein.

(f) It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act andRegulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.

(g) IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON HIS, HER, OR ITS OWN EXAMINATION OFTHE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ORREGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

(h) THIS SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTIONIN WHICH SUCH AN OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRMOR INDIVIDUAL THAT DOES NOT POSSESS THE QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION.

xviii) The Subscriber confirms and acknowledges that this is a “best efforts, no minimum” Offering; that the Company need notraise any certain level of funding; that regardless of the amount of funding raised in the Offering, the Company will not return any of theundersigned’s investment herein assuming the Subscription is accepted by the Company; and the Company is not required to use thefunds raised in this Offering for any particular purpose or towards any specific use of proceeds.

D . Indemnification. Subscriber acknowledges that Subscriber understands the meaning and legal consequences of therepresentations and warranties in paragraph C hereof, and Subscriber hereby agrees to indemnify and hold harmless the Company andits affiliates, partners, officers, directors, agents, attorneys, and employees from and against any and all loss, damage or liability due to orarising out of a breach of any such representations or warranties. Notwithstanding the foregoing, however, no representation, warranty,acknowledgment or agreement made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted toSubscriber under federal or state securities laws. The representations and warranties set forth herein shall survive the date upon whichthe Subscriber is admitted to the Company. No representation, warranty or covenant in this Agreement, nor the QualificationQuestionnaire, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statementscontained therein, in light of the circumstances under which they were or are to be made, not misleading.


Jammin Java Corp.


E . Compliance with Securities Laws. Subscriber understands and agrees that a legend has been or will be placed on anycertificate(s) or other document(s) evidencing the Securities in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIREDFOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS(I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANYAPPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHEDWITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THATREGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS."

F . Future Financings and Offerings. Subscriber recognizes that the Company may seek to raise additional financing and workingcapital through a variety of sources in the future, and that although the Company may undertake one or more public or private offerings ofits debt or equity securities, there can be no assurance that any such offering will be made or, if made, that it will besuccessful. Moreover, Subscriber understands and agrees that the Company reserves the right to make future offers, either public orprivate, of securities, including promissory notes, on terms that may be more than or less favorable than the Units.

G . Confidentiality. Subscriber agrees to maintain in confidence all information furnished by the Company or its agents that may bedeemed to be material nonpublic information, including, but not limited to the fact that the Offering is being made and the terms andconditions of this Offering and the Units.

H . U.S.A. Patriot Act and Anti-Money Laundering Representations. Subscriber represents and warrants that Subscriber is not andis not acting as an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by theOffice of Foreign Assets Control, U.S. Department of Treasury. In addition, Subscriber is in full compliance with all applicable U.S. laws,regulations, directives, and executive orders imposing economic sanctions, embargoes, export controls or anti-money launderingrequirements, including but not limited to the following laws: (1) the International Emergency Economic Powers Act, 50 U.S.C. 1701-1706;(2) the National Emergencies Act, 50 U.S.C. 1601-1651; (3) section 5 of the United Nations Participation Act of 1945, 22 U.S.C. 287c; (4)Section 321 of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export Administration Act of 1979, as amended, 50 U.S.C. app. 2401-2420;(6) the Trading with the Enemy Act, 50 U.S.C. app. 1 et seq.; (7) the Uniting and Strengthening America by Providing Appropriate ToolsRequired to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (8) Executive Order 13224 (Blocking Property andProhibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.


Jammin Java Corp.


I . Entire Agreement. This Subscription is the entire and fully integrated agreement of the parties regarding the subject matterhereof, and there are no oral representations, warranties, agreements, or promises pertaining to this Subscription or the Securities.

J . Construction. The parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has beenafforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted bythe parties hereto. All references in this Agreement as to gender shall be interpreted in the applicable gender of the parties.

K . Purchase Payment. The purchase price shall be paid to the Company in cash, check or via wire transfer simultaneously withthe undersigned’s entry into this Agreement.

L . Construction of Terms. As used in this Agreement, the terms “herein,” “herewith,” “hereof” and “hereunder” are references tothis Agreement, taken as a whole; the term “includes” or “including” shall mean “including, without limitation;” the word “or” is notexclusive; and references to a “Section,” “subsection,” “clause,” “Exhibit,” “Appendix,” “Schedule,” “Annex” or “Attachment” shallmean a Section, subsection, clause, Exhibit, Appendix, Schedule, Annex or Attachment of this Agreement, as the case may be, unless inany such case the context requires otherwise. Exhibits, Appendices, Schedules, Annexes or Attachments to any document shall bedeemed incorporated by reference in such document. All references to or definitions of any agreement, instrument or other document (a)shall include all documents, instruments or agreements issued or executed in replacement thereof, and (b) except as otherwise expresslyprovided, shall mean such agreement, instrument or document, or replacement or predecessor thereto, as modified, amended,supplemented and restated through the date as of which such reference is made.

M . Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is anoriginal. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the othercounterparts. A copy of this Agreement signed by one party and (a) faxed to another party or (b) scanned and emailed to another party,shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy or PDF of this Agreementshall be effective as an original for all purposes.

N . Severability. The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competentjurisdiction shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect.

O. Further Assurances. The parties agree to execute and deliver all such further documents, agreements and instruments and takesuch other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.

P . Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of California. In the event of adispute concerning this Agreement, the parties agree that venue lies in a court of competent jurisdiction in Los Angeles County,California.


Jammin Java Corp.


Q . Amount of Subscription. The undersigned hereby subscribes to purchase an aggregate of ___________ Units for a total of$______________.

“PURCHASER”

Check enclosed in the amount of $____________ or Wire Transfer Sent in the Amount of $__________

Subscribed For: $______ in Units (subject to a minimum investment of $100,000)

Social Security or Taxpayer I.D. Number [required if applicable]:____________________________

Business Address (including zip code): ____________________________________________________

Business Phone:(____)_________________________________

Residence Address (including zip code): _____________________________________________________Residence Phone:(____)________________________________

All communications to be sent to:

Business or Residence Address

Please indicate on the following page the form in which you will hold title to your interest in the securities. PLEASE CONSIDERCAREFULLY. ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OFTHE INTEREST IN THE SECURITIES AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, THESECURITIES AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Subscribers should seek the advice of their attorneys in decidingin which of the forms they should take ownership of the interest in the securities, because different forms of ownership can have varyinggift tax, estate tax, income tax, and other consequences, depending on the state of the investor's domicile and his or her particularpersonal circumstances.


Jammin Java Corp.


Please select one of the following forms of ownership: _____ INDIVIDUAL OWNERSHIP (one signature required) _____ JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or all parties must sign) _____ COMMUNITY PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required ifinterest held in both names) _____ TENANTS IN COMMON (both or all parties must sign) _____ GENERAL PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP, by a PARTNER authorized to sign, andinclude a copy of the Partnership Agreement) _____ LIMITED PARTNERSHIP (fill out all documents in the name of the LIMITED PARTNERSHIP, by a GENERAL PARTNERautho rized to sign, and include a copy of the Limited Partnership Agreement and any other document showing that the investment isauthorized) _____ LIMITED LIABILITY COMPANY (fill out all documents in the name of the LIMITED LIABILITY COMPANY, by a memberauthorized to sign, and include a copy of the LIMITED LIABILITY COMPANY’s Operating Agreement and any other documentsnecessary to show the investment is authorized.) _____ CORPORATION (fill out all documents in the name of the CORPORATION, by the President or other officer authorized to sign,and include a copy of the Corporation's Articles and certified Corporate Resolution authorizing the signature) _____ TRUST (fill out all documents in the name of the TRUST, by the Trustee, and include a copy of the instrument creating the trustand any other documents necessary to show the investment by the Trustee is authorized. The date of the trust must appear on theNotarial where indicated.)

EXECUTION

Please execute this Subscription Agreement by completing the appropriate section below.

1. If the subscriber is an INDIVIDUAL, complete the following:

_____________________________________________Signature of Subscriber _____________________________________________Name (please type or print)

_____________________________________________Signature of Spouse or Co-Owner if funds areto be invested as joint tenants by the entiretyor community property.

_____________________________________________Name (please type or print)


Jammin Java Corp.


2. If the subscriber is a CORPORATION, complete the following:

The undersigned hereby represents, warrants and covenants that the undersigned has been duly authorized by all requisite action on thepart of the corporation listed below (“Corporation”) to acquire the Units and, further, that the Corporation has all requisite authority toacquire such Units.

The officer signing below represents and warrants that each of the above representations or agreements or understandings set forthherein applies to that Corporation and that he has authority under the articles of incorporation, bylaws, and resolutions of the board ofdirectors of such Corporation to execute this Subscription Agreement. Such officer encloses a true copy of the articles of incorporation,the bylaws and, as necessary, the resolutions of the board of directors authorizing a purchase of the investment herein, in each case asamended to date.

_____________________________________________Name of Corporation (please type or print)

By: ________________________________________

Name: ______________________________________

Title: _______________________________________

3. If the subscriber is a PARTNERSHIP, complete the following:

The undersigned hereby represents, warrants and covenants that the undersigned is a general partner of the partnership named below(“Partnership”), and has been duly authorized by the Partnership to acquire the Units and that he has all requisite authority to acquiresuch Units for the Partnership.

The undersigned represents and warrants that each of the above representations or agreements or understandings set forth hereinapplies to that Partnership and he is authorized by such Partnership to execute this Subscription Agreement. Such partner encloses atrue copy of the partnership agreement of said Partnership, as amended to date, together with a current and complete list of all partnersthereof.

_____________________________________________Name of Partnership (please type or print)

By: _________________________________________________

Name: _______________________________________________

Title: ________________________________________________


Jammin Java Corp.


4. If the subscriber is a TRUST, complete the following:

The undersigned hereby represents, warrants and covenants that he is duly authorized by the terms of the trust instrument (“TrustInstrument”) for the (“Trust”) set forth below to acquire the Units and the undersigned, as trustee, has all requisite authority to acquiresuch Units for the Trust.

The undersigned, as trustee, executing this Subscription Agreement on behalf of the Trust, represents and warrants that each of theabove representations or agreements or understandings set forth herein applies to that Trust and he is authorized by such Trust toexecute this Subscription Agreement. Such trustee encloses a true copy of the Trust Instrument of said Trust as amended to date.

____________________________________________ Name of Trust (Please type or print) By: Name: Title:

ACCEPTED BY THE COMPANY this the _____ day of _________, 2013.

JAMMIN JAVA CORP.

By: ______________________________________________ Anh Tran, President

PLEASE ALSO COMPLETE THE QUESTIONNAIRE BEGINNING ON PAGE 13 OF THIS SUBSCRIPTION AGREEMENT, WHICH IS AREQUIRED PART OF THIS AGREEMENT.


Jammin Java Corp.


Subscription Documents - ContinuedJAMMIN JAVA CORP. (THE “COMPANY”)

INVESTOR APPLICATION(QUALIFICATION QUESTIONNAIRE)

(CONFIDENTIAL)

ALL INFORMATION CONTAINED IN THIS APPLICATION WILL BE TREATED CONFIDENTIALLY. The undersignedunderstands, however, that the Company may present this application to such parties as the Company, in its discretion, deemsappropriate when called upon to establish that the proposed offer and sale of the Securities are exempt from registration of the SecuritiesAct of 1933, as amended, or meet the requirements of applicable securities and blue sky laws.

PART I - INDIVIDUALS (OTHERS COMPLETE PART II)

1. Name: ____________________________________________

2. Residence Address:

Residence Telephone:

3. Social Security Number:_____________________

Date of Birth: _________________

Citizenship:

4. Present Employer:

Business Address:

Business Telephone:

Title/Position:

Length of Time:


Jammin Java Corp.


5. I prefer to have communications sent to: Home Address or _________Business Address

6. Investment Experience

I have made investments, or been involved in activities, of the type indicated below (recognizing that the types ofinvestments listed are not mutually exclusive and certain investments may fall into two or more of the categories listed):

CHECK ALL THAT APPLY

(a) Ownership of stocks, bonds, and other securities

(b) Investment in partnerships, joint ventures and other syndicates

(c) Other direct or partnership investments (such as real estate, oil and as, equipment leasing, research anddevelopment, agriculture or commodities syndications)

Do you make your own ultimate decisions on your investments?YES [ ] NO [ ]

7. Method of Investment Evaluation

Each subscriber must have sufficient knowledge and experience in financial and business matters to be capable of evaluating themerits and risks of an investment in the Company or must retain the services of a Purchaser Representative(s) (who may be anattorney, accountant or other financial advisor but not a person employed by or associated with the Company or its affiliates) forthe purpose of this particular transaction.

This item is presented in alternative form. Please cheek the appropriate alternative.

Alternative One: No Advisor.

I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of aninvestment in the Company and of making an informed investment decision, and will not require a Purchaser Representative.

Alternative Two: Purchaser Representative.

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Subscription AgreementJammin Java Corp.


I have relied upon the advice of the following Purchaser Representative (who is not affiliated with the Company or its affiliates) inevaluating the merits and risks of an investment in the Company.

Name: (name of purchaser representative)

Address:

Relationship:

The above-named Purchaser Representative and I together have such knowledge and experience in financial and business matters thatwe are capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision.

8. Accredited Individual Investor

As an individual, I ________________________________________ (PRINT NAME) represent that I (please check all that areapplicable):

❑ have a net worth (either individually or jointly with spouse) in excess of $1,000,000 in United States Dollars (“USD”) (not includingmy principal residence); or

❑ am an individual who had an individual income (NOT including joint income with spouse) in excess of USD $200,000 in each ofthe two most recent tax years and reasonably expect individual income in excess of $200,000 during the current tax year; or

❑ am an individual who had an income (including joint income with spouse) in excess of USD $300,000 in each of the two mostrecent tax years and reasonably expect individual income in excess of USD $300,000 during the current tax year.

“Income” for this purpose is computed by adding the following items to adjusted gross income for federal income tax purposes:(a) the amount of any tax-exempt interest income received; (b) the amount of losses claimed as a limited partner in a limitedpartnership; (c) any deduction claimed for depletion; (d) deductions for alimony paid; (e) deductible amounts contributed to an IRAor Keogh retirement plan; and (f) any amount by which income from long-term capital gains has been reduced in arriving atadjusted gross income pursuant to the provisions of Section 1202 of the Code.


Jammin Java Corp.


I, the undersigned, represent that I do not have any state or federal judicial judgments adverse to me nor are there any state orfederal tax liens against me, nor is there any pending or threatened litigation adverse to me. I, the undersigned, undertake to notify theCompany or the Company immediately of any material change in any of such information occurring prior to the closing of the Offering or,if relevant, any time during the existence of the Company.

Date: ___________________ Signature:

[If individual purchasers are co-tenants, tenants-in-common or joint owners (including joint owners with such purchaser’sspouse) all co-tenants, tenants-in-common and/or joint owners shall complete a copy of Part I above]


Jammin Java Corp.


PART II-INVESTORS WHO ARE NOT INDIVIDUALS

1. General Information

Entity Name (“Entity”):

Address of Principal Office:

Type of Organization:

Date and Place of Organization:

(Please attach a copy of your organizational documents in affect, including any amendments).

2. Business

A brief description of the business conducted by the entity is as follows:

Each person involved in making the decision on behalf of the entity, to subscribe to purchase Securities is listed below [NOTE ATLEAST ONE NAME MUST BE LISTED]:

Name __________________ Title __________________

Name __________________ Title __________________

Name __________________ Title __________________

[Please list any additional names on a separate page].

Each person named above must complete Part I of this questionnaire.

3. Accredited Investor Status of Entity

Please cheek the appropriate description which applies to you.

_____ (a) A bank, as defined in Section 3 (a)(2) of the Securities Act of 1933, or any savings and loan association orother institution as defined in Section 3(a)(5)(A) of the Securities Act of 1933, whether you are acting in anindividual or a fiduciary capacity.


Jammin Java Corp.


_____ (b) An insurance company, as defined in Section 2(13) of the Securities Act of 1933. _____ (c) An investment company registered under the Investment Company Act of 1940.

_____ (d) A business development company, as defined in Section (a)(48) of the Investment Company Act of 1940.

_____ (e) A small business investment company licensed by the U.S. Small Business Administration under Section 301(c)or (d) of the Small Business Investment Act of 1958.

_____ (f) An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974and the investment is made by you as a plan fiduciary, as defined in Section 3(21) of such Act, and you are abank, insurance company or a registered investment advisor, or you have total assets in excess of $5 million.

_____ (g) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of1940.

_____ (h) An organization described in Section 501 (c)(3) of the Internal Revenue Code, a corporation, a Massachusetts orsimilar business trust, or a partnership, not formed for the specific purpose of acquiring Securities, with totalassets in excess of $5 million.

_____ (i) An entity in which all of the equity owners are accredited investors and meet at least one of the criteria listed inPart I, Section 8 of this Questionnaire.

_____ (j) A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring Securities,whose purchase is directed by a person with such knowledge and experience in financial and business mattersthat (s)he is capable of evaluating the merits and risks of the prospective investment.

If you checked (i), please complete the following part of this question:

(1) List all equity owners: __________________________________

(2) What is the type of entity? _______________________________


Jammin Java Corp.


(3) Attach a copy of your resolutions or other evidence of the entity’s authority to make this investment. (4) Represent that each equity owner qualifies individually to Part I, Section 9 of this Questionnaire by printing each

equity owners name below (you may include an additional sheet if necessary):__________________________________________________________________ __________________________________________________________________ __________________________________________________________________

(5) Please confirm that the entity was not formed solely for the purpose of subscribing for Securities in the Offeringby initialing below:

_________

4. Representations

The undersigned represents on behalf of the entity that:

(a) The entity has, and its officers, employees, directors or equity owners have, sufficient knowledge and experiencein similar programs or investments to evaluate the merits and risks of an investment in the Company (or the entity hasretained an attorney, accountant, financial advisor or consultant as a Purchaser Representative); that because of thebackground and employment experience of the entity’s equity owners, its officers, directors or employees, it has receivedand has had access to material and relevant information enabling it to make an informed investment decision, and that alldata it has requested has been furnished to it.

If applicable, the name, employer, address and telephone number of the entity’s Purchaser Representative follows:

(b) The information contained herein is complete and accurate and may be relied upon by you.

Attached is the requested information (e.g., articles of incorporation, bylaws and resolutions) for your review.

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Subscription AgreementJammin Java Corp.


The undersigned represents that the information provided above is true and correct and acknowledges such investor’s awareness

that the Company, and other investors are relying upon the accuracy of such information to ensure that the sale of any securities by theCompany to such investor is in compliance with applicable federal and state securities laws. The undersigned represents that neither theentity it represents nor, its officers, directors or shareholders have any state or federal judicial judgments adverse to them nor are thereany state or federal tax liens against them, nor is there any pending or threatened litigation adverse to them. The undersignedundertakes to notify the Company immediately of any material change in any of such information occurring prior to the closing of theOffering, or, if relevant, any time during the existence of the Company.

Entity

Date: _____________________________________ Name of Entity Typed or Printed __________________________________________ By: _______________________________________ Name: ____________________________________ Title: _____________________________________

PLEASE ALSO CONFIRM THAT EACH PERSON NAMED IN PART II, SECTION 2, ABOVE HAS COMPLETED PART I OF THISQUESTIONNAIRE.


Jammin Java Corp.



AMENDED AND RESTATEDEMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into this 10th day of September 2013 (the“Execution Date”), to be effective as of the 1st day of August, 2013 (the “Effective Date”) by and between Brent Toevs (the “Executive”)and Jammin Java Corp., a corporation organized and existing under the laws of the State of Nevada, with its principal office located at4730 Tejon St., Denver, Colorado 80211 (the “Company”). The Agreement, amends, restates and supersedes in its entirety that certainEmployment Agreement entered into as of August 8, 2011, by and between the Company and Executive. WHEREAS, Company, which is engaged in the business of distributing coffee and coffee-related products to coffee service companies,distributors, and retailers, desires to employ Executive as its Chief Executive Officer based out of the Company’s office located at 4730Tejon St., Denver, Colorado 80211, and WHEREAS, Executive desires to be employed by Company on the terms described within this Agreement; NOW, THEREFORE, the Executive and Company agree as follows: I. DUTIES

Company hereby employs Executive in the capacity of Chief Executive Officer. The Executive shall serve, in name and in fact, as ChiefExecutive Officer of the Company and shall have such powers and duties as are customarily associated with such position. In addition, ifrequested and properly elected, Executive shall serve on the Company's Board of Directors (the “Board”). Executive shall also performsuch other duties as are customarily performed by one holding such position in other similar businesses or enterprises as that engaged inby the Company. Executive will also be responsible for completing any and all other duties as specifically assigned by the Board. TheExecutive shall devote substantially all of his business time, attention and skills to the business and affairs of the Company and shall usehis best efforts to advance the best interests of the Company. The Executive may not engage, directly or indirectly, in any other activitythat interferes with the performance of his duties or assignments, or is contrary to the interest of the Company. In his capacity as ChiefExecutive Officer, the Executive shall be subject to annual performance reviews carried out by the Board or a compensation committee ofthe Board. II. EMPLOYMENT RELATIONSHIP

Either the Company or the Executive may, during the term hereof (see Section V.A. below), terminate this employment relationship at anytime, for any or no reason, subject to the notice and other provisions, including where applicable, the payment of severance fees, ofSection V below. III. COMPENSATION AND BENEFITS

As the entire consideration for the services to be performed and the obligations incurred by Executive hereunder, and subject to the termsand conditions hereof, during the Term (as defined below) of this Agreement, Executive shall be entitled to the following:

A . Salary: Commencing on the Effective Date, the Company shall pay Executive an annual salary of $192,390.00, lessordinary withholdings (the “Annual Salary”). Such Annual Salary will be pro-rated for any partial employment period, will be payable inequal semi-monthly installments or at such other intervals as may be established for the Company’s customary pay schedule. TheAnnual Salary is subject to a ten percent (10%) annual incremental increase, subject to change from time to time as the Board or acompensation committee of the Board may determine and approve.

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B. Annual Bonus: As additional compensation and as further consideration for his entering into this Agreement for servicesto be rendered by Executive, the Company may pay Executive annually following the end of each fiscal year, a cash bonus. Such bonusshall be paid by the Company to Executive upon the satisfaction, as determined by the Board at its sole discretion, of performanceobjectives as established by the Board on an annual basis. Executive shall have the right to direct any portion of the bonus to be paidinto a deferred compensation fund or for such bonus to be paid in stock.

C . Employment Extension Bonus. In consideration for Executive agreeing to enter into this Amended and RestatedEmployment Agreement and being bound by the terms hereof during the Term (as defined below, which Term extends the original term ofthe August 8, 2011 Employment Agreement between the parties), the Company shall issue Executive 100,000 shares of common stock ofthe Company.

D . Individual Retirement Account Contribution: The Company shall pay the Executive up to $10,000 per year for hiscontribution, up to the maximum U.S. Federal amount, to his Individual Retirement Account.

E . Stock Option Plan: Executive shall be entitled to participate in the Company’s 2011 and 2012 Equity CompensationPlans and any future stock plans adopted by the Company (the “Stock Option Plans”). In connection with the parties entry into thisAgreement and effective on the Effective Date, the Company shall grant the Executive stock options to purchase 2,000,000 shares of theCompany’s common stock (the “Options”) at an exercise price of $0.46, per share, with (1) 666,666 Options vesting on the firstanniversary of the Effective Date; and (2) 666,667 Options vesting on the second and third anniversaries of the Effective Date,respectively, have a term of five years and cashless exercise rights, which shall be documented and memorialized by a separate stockoption agreement.

F . Additional Benefits. Executive shall be entitled to participate, to the extent of Executive’s and his family’s eligibility, inany Executive benefit plans made available by the Company to its executives and their families during the Term of this Agreement,including, without limitation, stock option plans, profit sharing plans, 401K and cafeteria plans, and health, life, hospitalization, dental,disability or other insurance plans as may be in effect from time to time. Such participation shall be in accordance with the termsestablished from time to time by the Company for individual or family participation in any such plans.

G . Vacation, Sick Leave, and Holidays: Executive shall be entitled to four (4) weeks (20 business days) of vacation, andalso sick leave and holidays at full pay in accordance with the Company’s policies established and in effect from time to time.

H . Deductions: The Company shall have the right to deduct and withhold from the compensation due to Executivehereunder, including Executive’s Annual Salary and Compensation Bonus, if any, such taxes and other amounts as may be customary orrequired by law.

I . Change in Control: For purposes of any benefit or terms of any stock option or other compensation plan, a “Change inControl” of the Company shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership ofmore than 50% of the outstanding voting securities of the Company, (ii) the Company shall be merged, consolidated or reorganized withanother corporation, partnership or other entity and as a result of such merger, consolidation or reorganization less than 50% of theoutstanding voting securities of the surviving or resulting corporation, partnership or other entity shall be owned in the aggregate by theshareholders of the Company, as determined immediately prior to the consummation of such merger, consolidation or reorganization, (iii)the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary or affiliate in asingle transaction or a series of related transactions, or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as ineffect on the date hereof) of the Securities Exchange Act of 1934 (“Exchange Act”), other than any Executive benefit plan thenmaintained by the Company, shall acquire more than 30% of the outstanding voting securities of the Company (whether directly,indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall take into account and shall includeownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act.

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IV. BUSINESS EXPENSES.

A . Out of Pocket Expenses: The Company shall promptly reimburse Executive for all reasonable out-of-pocket businessexpenses incurred in performing Executive’s duties hereunder, in accordance with the Company’s policies with respect thereto in effectfrom time to time (including without limitation policies regarding prior consent for significant expenditures), provided that Executivepromptly furnishes to the Company adequate records and other documentary evidence required by all federal and state statutes andregulations issued by the appropriate taxing authorities for the substantiation of each such business expense as a deduction on thefederal and state income tax returns of the Company.

B . Specific Expenses: The Company shall reimburse the Executive for the maximum annual expenses set forthon Schedule I, attached hereto, subject to annual review and change by the Board. V. TERM AND TERMINATION.

A . Term: The term of this Agreement (the “Term”) shall commence on the Effective Date of this Agreement, and subject toearlier termination as provided below, and except for the provisions of this Agreement which, by their terms, continue in force beyond thetermination hereof, shall end on the third anniversary of the Effective Date (the “Extended Term”).

B . Termination on Death and for Cause: This Agreement, and Executive’s employment hereunder, shall terminate uponExecutive’s death and is otherwise immediately terminable for “cause” (as defined below) upon written notice from the Company toExecutive. As used in this Agreement, “cause” shall include:

1. habitual neglect of or deliberate or intentional refusal to perform any of Executive’s duties or obligations under thisAgreement or to follow Company policies or procedures following written notification by the Board to Executive of hisfailure to perform such duties or obligations or to follow such policies or procedures and a ten (10) day period forExecutive to cure the failure set forth in such written notification;

2. fraudulent or criminal activities;

3. any grossly negligent act or omission;

4. deliberate breach of Company rules resulting in material loss or damage to the Company, or intentional or negligentunauthorized disclosure of Company trade secrets or confidential information; or

5. if Executive fails to fulfill the annual performance goals and objectives, which shall be mutually determined byExecutive and the Board.

A determination whether Executive’s actions justify termination for cause and the date such termination is effective shall be made by theBoard in its sole discretion. However, if Executive’s employment is terminated for cause under this subsection, the Company shall pay toExecutive a severance payment in the amount equal to six (6) months of the salary then payable to Executive pursuant to Section III.Ahereof on the date of termination, paid to the Executive in six (6) equal monthly installments, but not more than the portion of the AnnualSalary left to be paid during the remainder of the Term. This severance payment shall be made according to the terms and conditions inSection V.D.1 below. Additionally, all outstanding stock options allocated to Executive which have not vested as of such termination date,shall be forfeited and all vested options shall be subject to the terms and conditions of the Company’s equity compensation plan(s) andtheir various grants, as applicable.

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C . Termination for Disability: The Board may terminate this Agreement, upon written notice to Executive, for the“disability” (as defined below) of Executive at the expiration of a ninety (90) consecutive days period of disability if the Board determinesin its sole discretion that Executive’s disability will prevent Executive from substantially performing Executive’s duties hereunder. As usedin this Agreement, “disability” shall be defined as (i) Executive’s inability, by reason of physical or mental illness or other cause, toperform substantially Executive’s duties hereunder; or (ii), in the discretion of the Board, as it is defined in any disability insurance policyin effect at the Company during the time in question. Executive shall receive full compensation, benefits, and reimbursement of expensespursuant to the terms of this Agreement from the date disability begins until the date Executive receives notice of termination under thisparagraph or until Executive begins to receive disability benefits pursuant to a Company disability insurance policy in an amountcomparable to Executive’s salary, whichever occurs first.

D . Termination Without Cause or for Good Reason: The Board may terminate Executive’s employment hereunder at anytime during the Term for any reason other than for “cause” (as defined above) by giving Executive at least ten (10) days written notice,and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Company at least ten (10)days written notice. If Executive’s employment is terminated pursuant to the preceding sentence, the Company shall pay to Executive allsalary and bonuses accrued up to and including the date of termination, all unused vacation and all unreimbursed expenses which arereimbursable pursuant to Section IV incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i)the material breach of this Agreement by the Company, (ii) the assignment of Executive without his consent to a position, responsibilitiesor duties of a materially lesser status or degree of responsibility than his position, responsibilities, or duties as stated in this Agreement, or(iii) any reduction of the Annual Salary without Executive’s consent. In addition, in the event of such termination without cause or for goodreason (except in connection with Section V.F., below), the Company shall have the following duties:

1. The Company shall pay to Executive a severance payment in an amount equal to twelve (12) months of the salarythen payable to Executive pursuant to Section III.A hereof on the date of termination, but not more than the Salary leftto be paid during the remainder of the Term (the “Severance Payment”). The Severance Payment shall be paid inapproximately equal bi-weekly installments, or at such other intervals as may be established for the Company’scustomary pay schedule, at the annual rate of Executive’s Salary on the date of termination;

2. The Company shall pay to Executive all deferred compensation, if any, owed to Executive, under any otheragreement in a single lump sum payment immediately following termination. However, any amounts owed under a401(k) or other plan qualified under the Internal Revenue Code shall be paid in accordance with the terms andprovisions of such plans;

3. All outstanding stock options allocated to Executive which have not vested at the end of the Term had Executiveremained employed by the Company to the end of the Term, shall vest immediately to Executive, provided that suchoptions shall be subject to the terms and conditions of the Company’s equity compensation plan(s) and their variousgrants, as applicable; and

4. Executive shall no longer be subject to the covenants and agreements not to compete under Section VI of thisAgreement following the date of termination under this Section V.D.

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E . Mutual Voluntary Termination: The parties may mutually agree in writing to terminate this Agreement. In such event,Executive agrees, at the Company’s request, to continue providing services for a requested period of time up to, but not more than, sixmonths after such voluntary termination (the “Transition Period”) to facilitate transition. Executive shall be an independent contractorand not an employee during the Transition Period and shall be available to assist in the transition during such period. During theTransition Period, Executive shall receive compensation equal to 110 percent of the Salary at the time of the voluntary termination.Payment of such compensation shall be made at least monthly. It is understood and agreed that Executive, during the Transition Period,may be seeking other opportunities and will not be devoting 100 percent of his time to the affairs of the Company. The Company mayelect to terminate the independent contractor relationship with Executive prior to the end of the Termination Period once Executiveaccepts a full time position with another company.

F . Termination Upon Change in Control: In the event the Executive’s employment hereunder is terminated by theCompany’s Board of Directors either six (6) months prior to or six (6) months subsequent to a Change in Control, for any reason otherthan for “cause” (as defined above), the Company shall pay to Executive all salary and bonuses accrued up to and including the date oftermination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section IV incurred prior to suchtermination. In addition, in the event of such termination either six (6) months prior to or six (6) months subsequent to a Change inControl, the Company shall have the following duties:

1. The Company shall pay to Executive a severance payment in an amount equal to the Salary left to be paid during theremainder of the Term of the Agreement as if no termination of the Executive’s employment had occurred (the“Change in Control Severance Payment”). The Change In Control Severance Payment shall be paid inapproximately equal bi-weekly installments, or at such other intervals as may be established for the Company’scustomary pay schedule, at the annual rate of Executive’s Salary on the date of termination. In the event that aChange in Control occurs within six (6) months after the termination of Executive’s employment hereunder, Executiveshall also be paid in a lump-sum, any and all Salary which he would have been due between the termination date ofhis employment and the date of the Change in Control;


3. All outstanding stock options allocated to Executive which have not been vested at the end of the Term had Executiveremained employed by the Company to the end of the Term, shall vest to Executive immediately, provided that if theChange in Control has occurred within six (6) months after Executive’s termination date, Executive shall be paid in alump-sum payment the fair market value of any terminated options by the Company, assuming such options hadbeen fully exercisable by Executive on the date of termination; and

4. Executive shall no longer be subject to the covenants and agreements not to compete under Section VI of thisAgreement following the date of termination under this Section V.F.

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G. Effect of Termination: In the event Executive’s employment is terminated hereunder, all obligations of the Company andall obligations of Executive shall cease except as otherwise provided herein. Upon such termination, Executive or Executive’srepresentative or estate shall be entitled to receive only the compensation, benefits, and reimbursement earned or accrued by Executiveunder the terms of this Agreement prior to the date of termination computed pro rata up to and including the date of termination, but shallnot be entitled to any further compensation, benefits, or reimbursement from such date, except as otherwise provided herein. VI. COVENANT NOT TO COMPETE.

A. Covenant: In exchange for providing to him Confidential Information, as defined below in Section VII and as a means ofenforcing the obligation to protect that Confidential Information, Executive hereby covenants and agrees that during the Term and for aperiod of one (1) year thereafter, he will not, except as a director, officer, executive or consultant of the Company, or any subsidiary oraffiliate of the Company, directly or indirectly own, manage, operate, join, control, or participate in the ownership, management, operationor control of, or be connected with (as director, officer, executive, consultant, agent, independent contractor of otherwise) in any othermanner with any business engaged in the Defined Business (as defined below) which is the same or substantially similar in nature to thebusiness engaged in by the Company or contemplated by the Company as of the date thereof in the United States of America and eachforeign country in which the Company does business (whether directly or indirectly through subsidiaries, affiliates, franchisees, licensees,representatives, agents or otherwise).

B. Definition of “Defined Business”: As used herein, the term “Defined Business” shall mean the business of developing,manufacturing, marketing or selling products that are similar to or compete with the current or contemplated products of the Company asof the date thereof.

C. Non-Solicitation Agreement: Executive shall not, directly or indirectly, solicit for employment, or advise or recommend toany other person that they solicit for employment, any employee of the Company (or any subsidiary or affiliate), during the Term and for aterm of two years thereafter; provided however, that this paragraph shall not preclude Executive from giving an employment reference atthe request of any Executive of the Company or at the request of a prospective employer of such Executive.

D. Conflicting Employment: Executive shall not, during the Term, engage in any other employment, occupation, consultingor other business activity directly related to the Defined Business, nor will Executive engage in any other activities that conflict with hisobligations to the Company.

E . Unique and Essential Nature of Services of Executive: Executive understands and acknowledges that the Company isentering into this Agreement in reliance upon the unique and essential nature of the personal services Executive is to perform as anExecutive of the Company and that irreparable injury would befall the Company or its subsidiaries or affiliates should Executive serve acompetitor of, or compete, with the Company or any of its subsidiaries or affiliates.

F . Acknowledgment of Reasonableness of Restrictions: Executive specifically acknowledges and agrees that the post-employment limitation upon his activities as specified above, together with the geographical limitations set forth above, are reasonablelimitations as to time and place upon Executive’s post-employment activities and that the restrictions are necessary to preserve, promoteand protect the business, accounts and good-will of the Company and impose no greater restraint than is reasonably necessary to securesuch protection.

G . Limitation on Scope or Duration: In the event that any provision of this Section VI shall be held invalid or unenforceableby a court of competent jurisdiction by reason of the geographic or business scope or the duration thereof, such invalidity orunenforceability shall attach only to the scope or duration of such provision and shall not affect or render invalid or unenforceable anyother provision of this Section VI and, to the fullest extent permitted by law, this Section shall be construed as if the geographic orbusiness scope or the duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable but rather toprovide the broadest protection to the Company permitted by law.

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VII. CONFIDENTIAL INFORMATION. Company agrees that it will supply to Executive, and Executive will keep confidential and will not, during or after this Agreement, in anymedium, disclose, divulge, furnish or make accessible to any person, firm, corporation or other business entity or enterprise, anyinformation, trade secrets, customer information, marketing information, sales information, cost information, technical data, know-how,secret processes, discoveries, methods, patentable or non-patentable ideas, formulae, processing techniques or technical operationsrelating to the business, business practices, methods, products, processes, equipment, financial affairs or any confidential or secretaspect of the business of the Company, including, by means of example and not limitation, the following: (i) information identifying ortending to identify any of the clients, customers, executives, or distributors of the Company or any subsidiary of the Company; (ii)information regarding the intellectual property of the Company or any subsidiary of the Company, including all patents, trademarks, tradenames, service marks, and copyrighted materials, all computer programs, computer software (in object or executable code versions),computer source codes, and graphical user interface screens, and all copy, ideas, designs, methods, scripts, concepts, inventions,recordings, advertising and promotional materials, whether or not protected under any law; and (iii) information pertaining to the plans,products, services, processes, prospects, supplies, procedures, techniques, research and development, financial statements, andfinancial forecasts and projections of the Company or any subsidiary of the Company; but excluding information that has beenintentionally disclosed to the public by the Company or any subsidiary of the Company or a disclosure required by law, by a court ofcompetent jurisdiction, or to respond in good faith to a valid inquiry by a governmental authority and training in the unique businessmethods of the Company (collectively, the “Confidential Information”) without the prior written consent of the Company. Upon thetermination of this Agreement for any reason, and at any time prior thereto upon request by the Company, Executive shall return to theCompany all written records (whether in hard copy or in electronic/digital format) of any Confidential Information, together with any and allcopies of such records, in Executive’s possession. Any Confidential Information which Executive may conceive of or make during theTerm shall be and remain the property of the Company. Executive agrees promptly to communicate and disclose all such ConfidentialInformation to the Company and to execute and deliver to the Company any instruments deemed necessary by the Company to effectdisclosure and assignment thereof to it. VIII. ASSIGNMENT. This Agreement is for the unique personal services of Executive and is not assignable or delegable in whole or in part by Executivewithout the consent of the Board. This Agreement may be assigned or delegated in whole or in part by the Company and, in such case,the terms of this Agreement shall inure to the benefit of, be assumed by, and be binding upon the entity to which this Agreement isassigned. IX. INVENTIONS.

A. Disclosure of Inventions: Executive hereby agrees that if he conceives, learns, makes, or first reduces to practice, eitheralone or jointly with others, any inventions, improvements, original works of authorship, formulas, processes, computer programs,techniques, know-how, or data relating to the Defined Business (hereinafter referred to collectively as “Inventions”) while he is employedby the Company, he will promptly disclose such Inventions to the Company or to any person designated by it. Notwithstanding the factthat Executive may determine that the Company has no right to such Invention, he shall nevertheless promptly disclose any suchInvention to the Company or to any person designated by it upon reasonable request. Executive acknowledges that all Inventionsdeveloped, conceived, or created during the Term are “works for hire” as that term is defined under U.S. copyright law, and includemoral rights as defined under U.S. and foreign copyright law.

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B. Ownership, Assignment, Assistance, and Power of Attorney: All Inventions related to the Company’s business activities,shall be the sole and exclusive property of the Company, and the Company shall have the right to use and to apply for patents,copyrights, or other statutory or common law protection for such Inventions in any country. Executive hereby assigns to the Companyany rights which he may acquire in such Inventions. Furthermore, Executive agrees to assist the Company in every proper way at theCompany’s expense to obtain patents, copyrights, and other statutory common law protections for such Inventions in any country and toenforce such rights from time to time. Specifically, Executive agrees to execute all documents as the Company may desire for use inapplying for and in obtaining or enforcing such patents, copyrights, and other statutory or common law protections together with anyassignments thereof to the Company or to any person designated by the Company. In the event the Company is unable for any reasonwhatsoever to secure Executive’s signature to any lawful document required to apply for or to enforce any patent, copyright, or otherstatutory or common law protections for such Inventions, Executive hereby irrevocably designates and appoints the Company and its dulyauthorized officers and agents as his agents and attorneys-in-fact to act in his stead to execute such documents and to do such otherlawful and necessary acts to further the issuance and protection of such patents, copyrights, or other statutory or common law protection,such documents or such acts to have the same legal force and effect as if such documents were executed by or such acts were done byExecutive. X. EXECUTIVE’S WARRANTY. Executive’s undertakings herein will not constitute a breach of any agreement to which Executive is a party or any obligation to whichExecutive is bound. Executive is not bound by any non-disclosure or non-compete agreement which would in any way affect Executive’sperformance of this Agreement. Executive has no obligations to others which are inconsistent with the terms of this Agreement or withExecutive’s duties to the Company under this Agreement. XI. EXIT INTERVIEW.

A. Upon termination or expiration of the Agreement, Executive agrees to participate in an exit interview with the Presidentof the Company and each member of the Board or their respective designee, wherein they will review the obligations under thisAgreement and Executive will ask any questions that he may have at that time concerning whether information that he was exposed inconnection with this Agreement is considered confidential by the Company. Executive agrees that he will inform the Company at thattime of any employer with whom he has accepted employment as well as the position in which he will be employed.

B. Executive agrees to return all property in his possession belonging to the Company or any subsidiary or affiliate,including all written or printed materials, keys, cards, equipment, cars, and any other item that is the property of the Company or anysubsidiary or affiliate. Executive specifically authorizes the Company to deduct from his paycheck any amounts due the Company or anysubsidiary or affiliate, such as charges for the Company’s property damaged or not returned to the Company when requested, and anyunapproved charges incurred by Executive and payable by the Company. XII. INJUNCTIVE RELIEF. Executive acknowledges and agrees that the remedies at law for any breach of any of Executive’s obligations under the provisions ofSections VI, VII or IX would be inadequate, and agrees and consents that temporary and permanent injunctive relief may be granted inany proceeding which may be brought to enforce any of the provisions contained in Sections VI, VII or IX without the necessity of proof ofactual damage.

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XIII. WAIVER OR MODIFICATION. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing in a document thatspecifically refers to this Agreement and such document is signed by the party against whom enforcement of any waiver, change,modification, extension, or discharge is sought. The waiver by either party of a breach of any provision of this Agreement by the otherparty shall not operate or be construed as a waiver of any other provision hereof or any subsequent breach of the same provision hereof.The failure of the Company at any time, or from time to time, to require performance of any of Executive’s obligations under thisAgreement shall in no manner affect the Company’s right to enforce any provision of this Agreement at a subsequent time. XIV. SEVERABILITY. If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a court of competent jurisdiction, suchinvalidity or unenforceability shall attach only to such provision or portion thereof, and shall not in any manner affect or render invalid orunenforceable any other provision of this Agreement or portion thereof, and this Agreement shall be carried out as if any such invalid orunenforceable provision or portion thereof were not contained herein. In addition, any such invalid or unenforceable provision or portionthereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary torender the same valid and enforceable. XV. NOTICES. Any notice required or permitted hereunder to be given by either party shall be in writing and shall be delivered personally or sent bycertified or registered mail, postage prepaid, or by private courier, or by telex or telegram to the party to the address set forth below or tosuch other address as either party may designate from time to time according to the terms of this paragraph:

To Executive at:

2764 Ironwood CircleErie, CO 80516

To the Company at:

Jammin Java Corp.Attention: Anh Tran, President8200 Wilshire Blvd, Suite 200Beverly Hills, CA 90210

with a copy to Company’s counsel (which shall not constitute notice):

The Loev Law Firm, PCAttn: David M. Loev6300 West Loop South, Suite 280Bellaire, Texas 77401

A notice delivered personally shall be effective upon receipt. A notice sent by facsimile or telegram shall be effective twenty-four (24)hours after the dispatch thereof. A notice delivered by mail or by private courier shall be effective on the third day after the day of mailing.

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XVI. ATTORNEY’S FEES. In the event of any action at law or equity to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled toreasonable attorney’s fees and court costs in addition to any other relief to which such party may be entitled. XVII. INDEMNIFICATION.

(a) The Company shall indemnify and hold Executive harmless to the maximum extent permitted by law against judgments,fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees incurred by Executive, in connection with thedefense of, or as a result of, any action or proceeding (or any appeal from any action or proceeding) in which Executive is made or isthreatened to be made a party by reason of the fact that Executive is or was an officer or Director of the Company, regardless of whethersuch action or proceeding is one brought by or in the right of the Company, to procure a judgment in its favor (or other than by or in theright of the Company).

(b) Notwithstanding anything in the Company's Articles of Incorporation, the Bylaws or this Agreement to the contrary, if sorequested by Executive, the Company shall advance any and all Expenses (as defined below) to Executive ("Expense Advance"), withinfifteen days following the date of such request and the receipt of a written undertaking by or on behalf of Executive to repay such ExpenseAdvance if a judgment or other final adjudication adverse to Executive (as to which all rights of appeal therefrom have been exhausted orlapsed) establishes that Executive, with respect to such Claim, is not eligible for indemnification. "Expenses" shall include attorneys' feesand all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participatingin (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any indemnifiable event. A "Claim"shall include any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative orother, including without limitation, an action by or in the right of any other corporation of any type or kind, domestic or foreign, or anypartnership, joint venture, trust, employee benefit plan or other enterprise, whether predicated on foreign, federal, state or local law andwhether formal or informal. XVIII. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, except for theagreement(s) evidencing the Option award, supersedes all prior agreements and understandings, both written and oral between theparties hereto with respect to the subject matter hereof and is not intended to confer upon any other person or entity any rights orremedies hereunder except as otherwise expressly provided herein. XIX. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado applicable to contracts enteredinto and to be performed entirely within such state. XX. COUNTERPARTS. This Agreement is being executed in several counterparts, each to be considered an original for all purposes. XXI. SURVIVAL.

The termination of Executive’s employment with the Company pursuant to the provisions of this Agreement shall not affect Executive’sobligations to the Company hereunder which by the nature thereof are intended to survive any such termination, including, withoutlimitation, Executive’s obligations under Articles VI, VII and IX of this Agreement nor the Company’s obligations under Articles V and XVII.

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XXII. CERTIFICATION. EXECUTIVE HEREBY CERTIFIES THAT: (A) EXECUTIVE RECEIVED A COPY OF THIS EMPLOYMENT AGREEMENT FOR REVIEW AND STUDY BEFORE HE WAS ASKEDTO EXECUTE IT; (B) EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY; (C) EXECUTIVE HAS HAD SUFFICIENT OPPORTUNITY BEFORE HE EXECUTED THIS AGREEMENT TO ASK QUESTIONS ABOUTNOT ONLY THE COMPANY, BUT ALSO THE PROVISIONS OF THIS AGREEMENT AND THAT IF HE ASKED SUCH QUESTIONS HERECEIVED COMPLETE AND SATISFACTORY ANSWERS TO SAME; (D) EXECUTIVE HAS BEEN AFFORDED THE OPPORTUNITY TO DISCUSS AND REVIEW THIS EMPLOYMENT AGREEMENT WITHAN ATTORNEY OF HIS CHOICE; (E) EXECUTIVE UNDERSTANDS WHAT HIS RIGHTS ARE UNDER THE AGREEMENT AS WELL AS HIS OBLIGATIONS,ESPECIALLY THE ANCILLARY COVENANTS; AND (F) EXECUTIVE HAS READ AND UNDERSTANDS EACH AND EVERY PROVISION OF THIS EMPLOYMENT AGREEMENT ANDDOES HEREBY ACCEPT AND AGREE TO THE SAME. IN WITNESS WHEREOF, each party to this Agreement has caused it to be executed on the date indicated below.

Executive /s/Brent Toevs Date: 09/10/13___Brent Toevs JAMMIN JAVA CORP. By: /s/Anh Tran________ Date: 09/10/13___ Anh Tran, President

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Schedule I

Other Expenses

1. Home Office Costs (equipment, supplies, telecommunication costs): $3,600.00 per year ($300.00 per month)

2. Fiscal Year End Tax Preparation and Personal Financial Planning/Investment Advice: $1,000.00 per year.

3. Mobile Phone and Plan: $2,400.00 per year ($200.00 per month).

4. Vehicle expenses (lease, gas and maintenance combined): $24,000 per year ($2,000.00 per month).

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AMENDED AND RESTATEDEMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into this 10th day of September 2013 (the“Execution Date”), to be effective as of the 1st day of August, 2013 (the “Effective Date”) by and between Anh Tran (the “Executive”)and Jammin Java Corp., a corporation organized and existing under the laws of the State of Nevada, with its principal office located at4730 Tejon St., Denver, Colorado 80211 (the “Company”). The Agreement, amends, restates and supersedes in its entirety that certainEmployment Agreement entered into as of August 5, 2011, by and between the Company and Executive. WHEREAS, Company, which is engaged in the business of distributing coffee and coffee-related products to coffee service companies,distributors, and retailers, desires to employ Executive as its President/ Chief Operating Officer based out of the Company’s office locatedat 4730 Tejon St., Denver, Colorado 80211, and WHEREAS, Executive desires to be employed by Company on the terms described within this Agreement; NOW, THEREFORE, the Executive and Company agree as follows: I. DUTIES

Company hereby employs Executive in the capacity of President. The Executive shall serve, in name and in fact, as President of theCompany and shall have such powers and duties as are customarily associated with such position. In addition, if requested and properlyelected, Executive shall serve on the Company's Board of Directors (the “Board”). Executive shall also perform such other duties as arecustomarily performed by one holding such position in other similar businesses or enterprises as that engaged in by theCompany. Executive will also be responsible for completing any and all other duties as specifically assigned by the Board. The Executiveshall devote substantially all of his business time, attention and skills to the business and affairs of the Company and shall use his bestefforts to advance the best interests of the Company. The Executive may not engage, directly or indirectly, in any other activity thatinterferes with the performance of his duties or assignments, or is contrary to the interest of the Company. In his capacity as President,the Executive shall be subject to annual performance reviews carried out by the Board or a compensation committee of the Board. II. EMPLOYMENT RELATIONSHIP

Either the Company or the Executive may, during the term hereof (see Section V.A. below), terminate this employment relationship at anytime, for any or no reason, subject to the notice and other provisions, including where applicable, the payment of severance fees, ofSection V below. III. COMPENSATION AND BENEFITS

As the entire consideration for the services to be performed and the obligations incurred by Executive hereunder, and subject to the termsand conditions hereof, during the Term (as defined below) of this Agreement, Executive shall be entitled to the following:

A . Salary: Commencing on the Effective Date, the Company shall pay Executive an annual salary of $145,200.00, lessordinary withholdings (the “Annual Salary”). Such Annual Salary will be pro-rated for any partial employment period, will be payable inequal semi-monthly installments or at such other intervals as may be established for the Company’s customary pay schedule. TheAnnual Salary is subject to a ten percent (10%) annual incremental increase, subject to change from time to time as the Board or acompensation committee of the Board may determine and approve.

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B. Annual Bonus: As additional compensation and as further consideration for his entering into this Agreement for servicesto be rendered by Executive, the Company may pay Executive annually following the end of each fiscal year, a cash bonus. Such bonusshall be paid by the Company to Executive upon the satisfaction, as determined by the Board at its sole discretion, of performanceobjectives as established by the Board on an annual basis. Executive shall have the right to direct any portion of the bonus to be paidinto a deferred compensation fund or for such bonus to be paid in stock.

C . Moving Expense Reimbursement. The Company shall pay Executive $25,000 as a reimbursement for movingexpenses which shall be advanced to Executive in connection with Executive relocating from Los Angeles, California to Denver, Coloradoto be closer to the Company’s principal executive office location, which relocation shall be a required term and condition of thisAgreement.

D . Employment Extension Bonus. In consideration for Executive agreeing to enter into this Amended and RestatedEmployment Agreement and being bound by the terms hereof during the Term (as defined below, which Term extends the original term ofthe August 5, 2011 Employment Agreement between the parties), the Company shall issue Executive 100,000 shares of common stock ofthe Company.

E . Individual Retirement Account Contribution: The Company shall pay the Executive up to $10,000 per year for hiscontribution, up to the maximum U.S. Federal amount, to his Individual Retirement Account.

F . Stock Option Plan: Executive shall be entitled to participate in the Company’s 2011 and 2012 Equity CompensationPlans and any future stock plans adopted by the Company (the “Stock Option Plans”). In connection with the parties entry into thisAgreement and effective on the Effective Date, the Company shall grant the Executive stock options to purchase 2,000,000 shares of theCompany’s common stock (the “Options”) at an exercise price o f $0.46, per share, with (1) 666,666 Options vesting on the firstanniversary of the Effective Date; and (2) 666,667 Options vesting on the second and third anniversaries of the Effective Date,respectively, have a term of five years and cashless exercise rights, which shall be documented and memorialized by a separate stockoption agreement.

G . Additional Benefits. Executive shall be entitled to participate, to the extent of Executive’s and his family’s eligibility, inany Executive benefit plans made available by the Company to its executives and their families during the Term of this Agreement,including, without limitation, stock option plans, profit sharing plans, 401K and cafeteria plans, and health, life, hospitalization, dental,disability or other insurance plans as may be in effect from time to time. Such participation shall be in accordance with the termsestablished from time to time by the Company for individual or family participation in any such plans.

H . Vacation, Sick Leave, and Holidays: Executive shall be entitled to four (4) weeks (20 business days) of vacation, andalso sick leave and holidays at full pay in accordance with the Company’s policies established and in effect from time to time.

I . Deductions: The Company shall have the right to deduct and withhold from the compensation due to Executivehereunder, including Executive’s Annual Salary and Compensation Bonus, if any, such taxes and other amounts as may be customary orrequired by law.

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J . Change in Control: For purposes of any benefit or terms of any stock option or other compensation plan, a “Change inControl” of the Company shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership ofmore than 50% of the outstanding voting securities of the Company, (ii) the Company shall be merged, consolidated or reorganized withanother corporation, partnership or other entity and as a result of such merger, consolidation or reorganization less than 50% of theoutstanding voting securities of the surviving or resulting corporation, partnership or other entity shall be owned in the aggregate by theshareholders of the Company, as determined immediately prior to the consummation of such merger, consolidation or reorganization, (iii)the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary or affiliate in asingle transaction or a series of related transactions, or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as ineffect on the date hereof) of the Securities Exchange Act of 1934 (“Exchange Act”), other than any Executive benefit plan thenmaintained by the Company, shall acquire more than 30% of the outstanding voting securities of the Company (whether directly,indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall take into account and shall includeownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act. IV. BUSINESS EXPENSES.

A . Out of Pocket Expenses: The Company shall promptly reimburse Executive for all reasonable out-of-pocket businessexpenses incurred in performing Executive’s duties hereunder, in accordance with the Company’s policies with respect thereto in effectfrom time to time (including without limitation policies regarding prior consent for significant expenditures), provided that Executivepromptly furnishes to the Company adequate records and other documentary evidence required by all federal and state statutes andregulations issued by the appropriate taxing authorities for the substantiation of each such business expense as a deduction on thefederal and state income tax returns of the Company.

B . Specific Expenses: The Company shall reimburse the Executive for the maximum annual expenses set forthon Schedule I, attached hereto, subject to annual review and change by the Board. V. TERM AND TERMINATION.

A . Term: The term of this Agreement (the “Term”) shall commence on the Effective Date of this Agreement, and subject toearlier termination as provided below, and except for the provisions of this Agreement which, by their terms, continue in force beyond thetermination hereof, shall end on the third anniversary of the Effective Date (the “Extended Term”).

B . Termination on Death and for Cause: This Agreement, and Executive’s employment hereunder, shall terminate uponExecutive’s death and is otherwise immediately terminable for “cause” (as defined below) upon written notice from the Company toExecutive. As used in this Agreement, “cause” shall include:

1. habitual neglect of or deliberate or intentional refusal to perform any of Executive’s duties or obligations under thisAgreement or to follow Company policies or procedures following written notification by the Board to Executive of hisfailure to perform such duties or obligations or to follow such policies or procedures and a ten (10) day period forExecutive to cure the failure set forth in such written notification;

2. fraudulent or criminal activities;

3. any grossly negligent act or omission;

4. deliberate breach of Company rules resulting in material loss or damage to the Company, or intentional or negligentunauthorized disclosure of Company trade secrets or confidential information; or

5. if Executive fails to fulfill the annual performance goals and objectives, which shall be mutually determined byExecutive and the Board.

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A determination whether Executive’s actions justify termination for cause and the date such termination is effective shall be made by theBoard in its sole discretion. However, if Executive’s employment is terminated for cause under this subsection, the Company shall pay toExecutive a severance payment in the amount equal to six (6) months of the salary then payable to Executive pursuant to Section III.Ahereof on the date of termination, paid to the Executive in six (6) equal monthly installments, but not more than the portion of the AnnualSalary left to be paid during the remainder of the Term. This severance payment shall be made according to the terms and conditions inSection V.D.1 below. Additionally, all outstanding stock options allocated to Executive which have not vested as of such termination date,shall be forfeited and all vested options shall be subject to the terms and conditions of the Company’s equity compensation plan(s) andtheir various grants, as applicable.

C . Termination for Disability: The Board may terminate this Agreement, upon written notice to Executive, for the“disability” (as defined below) of Executive at the expiration of a ninety (90) consecutive days period of disability if the Board determinesin its sole discretion that Executive’s disability will prevent Executive from substantially performing Executive’s duties hereunder. As usedin this Agreement, “disability” shall be defined as (i) Executive’s inability, by reason of physical or mental illness or other cause, toperform substantially Executive’s duties hereunder; or (ii), in the discretion of the Board, as it is defined in any disability insurance policyin effect at the Company during the time in question. Executive shall receive full compensation, benefits, and reimbursement of expensespursuant to the terms of this Agreement from the date disability begins until the date Executive receives notice of termination under thisparagraph or until Executive begins to receive disability benefits pursuant to a Company disability insurance policy in an amountcomparable to Executive’s salary, whichever occurs first.

D . Termination Without Cause or for Good Reason: The Board may terminate Executive’s employment hereunder at anytime during the Term for any reason other than for “cause” (as defined above) by giving Executive at least ten (10) days written notice,and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Company at least ten (10)days written notice. If Executive’s employment is terminated pursuant to the preceding sentence, the Company shall pay to Executive allsalary and bonuses accrued up to and including the date of termination, all unused vacation and all unreimbursed expenses which arereimbursable pursuant to Section IV incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i)the material breach of this Agreement by the Company, (ii) the assignment of Executive without his consent to a position, responsibilitiesor duties of a materially lesser status or degree of responsibility than his position, responsibilities, or duties as stated in this Agreement, or(iii) any reduction of the Annual Salary without Executive’s consent. In addition, in the event of such termination without cause or for goodreason (except in connection with Section V.F., below), the Company shall have the following duties:

1. The Company shall pay to Executive a severance payment in an amount equal to twelve (12) months of the salarythen payable to Executive pursuant to Section III.A hereof on the date of termination, but not more than the Salary leftto be paid during the remainder of the Term (the “Severance Payment”). The Severance Payment shall be paid inapproximately equal bi-weekly installments, or at such other intervals as may be established for the Company’scustomary pay schedule, at the annual rate of Executive’s Salary on the date of termination;


3. All outstanding stock options allocated to Executive which have not been vested at the end of the Term had Executiveremained employed by the Company to the end of the Term, shall vest immediately to Executive, provided that suchoptions shall be subject to the terms and conditions of the Company’s equity compensation plan(s) and their variousgrants, as applicable; and

4. Executive shall no longer be subject to the covenants and agreements not to compete under Section VI of thisAgreement following the date of termination under this Section V.D.

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E . Mutual Voluntary Termination: The parties may mutually agree in writing to terminate this Agreement. In such event,Executive agrees, at the Company’s request, to continue providing services for a requested period of time up to, but not more than, sixmonths after such voluntary termination (the “Transition Period”) to facilitate transition. Executive shall be an independent contractorand not an employee during the Transition Period and shall be available to assist in the transition during such period. During theTransition Period, Executive shall receive compensation equal to 110 percent of the Salary at the time of the voluntary termination.Payment of such compensation shall be made at least monthly. It is understood and agreed that Executive, during the Transition Period,may be seeking other opportunities and will not be devoting 100 percent of his time to the affairs of the Company. The Company mayelect to terminate the independent contractor relationship with Executive prior to the end of the Termination Period once Executiveaccepts a full time position with another company.

F . Termination Upon Change in Control: In the event the Executive’s employment hereunder is terminated by theCompany’s Board of Directors either six (6) months prior to or six (6) months subsequent to a Change in Control, for any reason otherthan for “cause” (as defined above) the Company shall pay to Executive all salary and bonuses accrued up to and including the date oftermination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section IV incurred prior to suchtermination. In addition, in the event of such termination either six (6) months prior to or six (6) months subsequent to a Change inControl, the Company shall have the following duties:

1. The Company shall pay to Executive a severance payment in an amount equal to the Salary left to be paid during theremainder of the Term of the Agreement as if no termination of the Executive’s employment had occurred (the“Change in Control Severance Payment”). The Change In Control Severance Payment shall be paid inapproximately equal bi-weekly installments, or at such other intervals as may be established for the Company’scustomary pay schedule, at the annual rate of Executive’s Salary on the date of termination. In the event that aChange in Control occurs within six (6) months after the termination of Executive’s employment hereunder, Executiveshall also be paid in a lump-sum, any and all Salary which he would have been due between the termination date ofhis employment and the date of the Change in Control;


3. All outstanding stock options allocated to Executive which have not vested at the end of the Term had Executiveremained employed by the Company to the end of the Term, shall vest to Executive immediately, provided that if theChange in Control has occurred within six (6) months after Executive’s termination date, Executive shall be paid in alump-sum payment the fair market value of any terminated options by the Company, assuming such options hadbeen fully exercisable by Executive on the date of termination; and

4. Executive shall no longer be subject to the covenants and agreements not to compete under Section VI of thisAgreement following the date of termination under this Section V.F.

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G. Effect of Termination: In the event Executive’s employment is terminated hereunder, all obligations of the Company andall obligations of Executive shall cease except as otherwise provided herein. Upon such termination, Executive or Executive’srepresentative or estate shall be entitled to receive only the compensation, benefits, and reimbursement earned or accrued by Executiveunder the terms of this Agreement prior to the date of termination computed pro rata up to and including the date of termination, but shallnot be entitled to any further compensation, benefits, or reimbursement from such date, except as otherwise provided herein. VI. COVENANT NOT TO COMPETE.

A. Covenant: In exchange for providing to him Confidential Information, as defined below in Section VII and as a means ofenforcing the obligation to protect that Confidential Information, Executive hereby covenants and agrees that during the Term and for aperiod of one (1) year thereafter, he will not, except as a director, officer, executive or consultant of the Company, or any subsidiary oraffiliate of the Company, directly or indirectly own, manage, operate, join, control, or participate in the ownership, management, operationor control of, or be connected with (as director, officer, executive, consultant, agent, independent contractor of otherwise) in any othermanner with any business engaged in the Defined Business (as defined below) which is the same or substantially similar in nature to thebusiness engaged in by the Company or contemplated by the Company as of the date thereof in the United States of America and eachforeign country in which the Company does business (whether directly or indirectly through subsidiaries, affiliates, franchisees, licensees,representatives, agents or otherwise).

B. Definition of “Defined Business”: As used herein, the term “Defined Business” shall mean the business of developing,manufacturing, marketing or selling products that are similar to or compete with the current or contemplated products of the Company asof the date thereof.

C. Non-Solicitation Agreement: Executive shall not, directly or indirectly, solicit for employment, or advise or recommend toany other person that they solicit for employment, any employee of the Company (or any subsidiary or affiliate), during the Term and for aterm of two years thereafter; provided however, that this paragraph shall not preclude Executive from giving an employment reference atthe request of any Executive of the Company or at the request of a prospective employer of such Executive.

D. Conflicting Employment: Executive shall not, during the Term, engage in any other employment, occupation, consultingor other business activity directly related to the Defined Business, nor will Executive engage in any other activities that conflict with hisobligations to the Company.

E . Unique and Essential Nature of Services of Executive: Executive understands and acknowledges that the Company isentering into this Agreement in reliance upon the unique and essential nature of the personal services Executive is to perform as anExecutive of the Company and that irreparable injury would befall the Company or its subsidiaries or affiliates should Executive serve acompetitor of, or compete, with the Company or any of its subsidiaries or affiliates.

F . Acknowledgment of Reasonableness of Restrictions: Executive specifically acknowledges and agrees that the post-employment limitation upon his activities as specified above, together with the geographical limitations set forth above, are reasonablelimitations as to time and place upon Executive’s post-employment activities and that the restrictions are necessary to preserve, promoteand protect the business, accounts and good-will of the Company and impose no greater restraint than is reasonably necessary to securesuch protection.

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G . Limitation on Scope or Duration: In the event that any provision of this Section VI shall be held invalid or unenforceableby a court of competent jurisdiction by reason of the geographic or business scope or the duration thereof, such invalidity orunenforceability shall attach only to the scope or duration of such provision and shall not affect or render invalid or unenforceable anyother provision of this Section VI and, to the fullest extent permitted by law, this Section shall be construed as if the geographic orbusiness scope or the duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable but rather toprovide the broadest protection to the Company permitted by law. VII. CONFIDENTIAL INFORMATION. Company agrees that it will supply to Executive, and Executive will keep confidential and will not, during or after this Agreement, in anymedium, disclose, divulge, furnish or make accessible to any person, firm, corporation or other business entity or enterprise, anyinformation, trade secrets, customer information, marketing information, sales information, cost information, technical data, know-how,secret processes, discoveries, methods, patentable or non-patentable ideas, formulae, processing techniques or technical operationsrelating to the business, business practices, methods, products, processes, equipment, financial affairs or any confidential or secretaspect of the business of the Company, including, by means of example and not limitation, the following: (i) information identifying ortending to identify any of the clients, customers, executives, or distributors of the Company or any subsidiary of the Company; (ii)information regarding the intellectual property of the Company or any subsidiary of the Company, including all patents, trademarks, tradenames, service marks, and copyrighted materials, all computer programs, computer software (in object or executable code versions),computer source codes, and graphical user interface screens, and all copy, ideas, designs, methods, scripts, concepts, inventions,recordings, advertising and promotional materials, whether or not protected under any law; and (iii) information pertaining to the plans,products, services, processes, prospects, supplies, procedures, techniques, research and development, financial statements, andfinancial forecasts and projections of the Company or any subsidiary of the Company; but excluding information that has beenintentionally disclosed to the public by the Company or any subsidiary of the Company or a disclosure required by law, by a court ofcompetent jurisdiction, or to respond in good faith to a valid inquiry by a governmental authority and training in the unique businessmethods of the Company (collectively, the “Confidential Information”) without the prior written consent of the Company. Upon thetermination of this Agreement for any reason, and at any time prior thereto upon request by the Company, Executive shall return to theCompany all written records (whether in hard copy or in electronic/digital format) of any Confidential Information, together with any and allcopies of such records, in Executive’s possession. Any Confidential Information which Executive may conceive of or make during theTerm shall be and remain the property of the Company. Executive agrees promptly to communicate and disclose all such ConfidentialInformation to the Company and to execute and deliver to the Company any instruments deemed necessary by the Company to effectdisclosure and assignment thereof to it. VIII. ASSIGNMENT. This Agreement is for the unique personal services of Executive and is not assignable or delegable in whole or in part by Executivewithout the consent of the Board. This Agreement may be assigned or delegated in whole or in part by the Company and, in such case,the terms of this Agreement shall inure to the benefit of, be assumed by, and be binding upon the entity to which this Agreement isassigned. IX. INVENTIONS.

A. Disclosure of Inventions: Executive hereby agrees that if he conceives, learns, makes, or first reduces to practice, eitheralone or jointly with others, any inventions, improvements, original works of authorship, formulas, processes, computer programs,techniques, know-how, or data relating to the Defined Business (hereinafter referred to collectively as “Inventions”) while he is employedby the Company, he will promptly disclose such Inventions to the Company or to any person designated by it. Notwithstanding the factthat Executive may determine that the Company has no right to such Invention, he shall nevertheless promptly disclose any suchInvention to the Company or to any person designated by it upon reasonable request. Executive acknowledges that all Inventionsdeveloped, conceived, or created during the Term are “works for hire” as that term is defined under U.S. copyright law, and includemoral rights as defined under U.S. and foreign copyright law.

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B. Ownership, Assignment, Assistance, and Power of Attorney: All Inventions related to the Company’s business activities,shall be the sole and exclusive property of the Company, and the Company shall have the right to use and to apply for patents,copyrights, or other statutory or common law protection for such Inventions in any country. Executive hereby assigns to the Companyany rights which he may acquire in such Inventions. Furthermore, Executive agrees to assist the Company in every proper way at theCompany’s expense to obtain patents, copyrights, and other statutory common law protections for such Inventions in any country and toenforce such rights from time to time. Specifically, Executive agrees to execute all documents as the Company may desire for use inapplying for and in obtaining or enforcing such patents, copyrights, and other statutory or common law protections together with anyassignments thereof to the Company or to any person designated by the Company. In the event the Company is unable for any reasonwhatsoever to secure Executive’s signature to any lawful document required to apply for or to enforce any patent, copyright, or otherstatutory or common law protections for such Inventions, Executive hereby irrevocably designates and appoints the Company and its dulyauthorized officers and agents as his agents and attorneys-in-fact to act in his stead to execute such documents and to do such otherlawful and necessary acts to further the issuance and protection of such patents, copyrights, or other statutory or common law protection,such documents or such acts to have the same legal force and effect as if such documents were executed by or such acts were done byExecutive. X. EXECUTIVE’S WARRANTY. Executive’s undertakings herein will not constitute a breach of any agreement to which Executive is a party or any obligation to whichExecutive is bound. Executive is not bound by any non-disclosure or non-compete agreement which would in any way affect Executive’sperformance of this Agreement. Executive has no obligations to others which are inconsistent with the terms of this Agreement or withExecutive’s duties to the Company under this Agreement. XI. EXIT INTERVIEW.

A. Upon termination or expiration of the Agreement, Executive agrees to participate in an exit interview with the Presidentof the Company and each member of the Board or their respective designee, wherein they will review the obligations under thisAgreement and Executive will ask any questions that he may have at that time concerning whether information that he was exposed inconnection with this Agreement is considered confidential by the Company. Executive agrees that he will inform the Company at thattime of any employer with whom he has accepted employment as well as the position in which he will be employed.

B. Executive agrees to return all property in his possession belonging to the Company or any subsidiary or affiliate,including all written or printed materials, keys, cards, equipment, cars, and any other item that is the property of the Company or anysubsidiary or affiliate. Executive specifically authorizes the Company to deduct from his paycheck any amounts due the Company or anysubsidiary or affiliate, such as charges for the Company’s property damaged or not returned to the Company when requested, and anyunapproved charges incurred by Executive and payable by the Company.

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XII. INJUNCTIVE RELIEF. Executive acknowledges and agrees that the remedies at law for any breach of any of Executive’s obligations under the provisions ofSections VI, VII or IX would be inadequate, and agrees and consents that temporary and permanent injunctive relief may be granted inany proceeding which may be brought to enforce any of the provisions contained in Sections VI, VII or IX without the necessity of proof ofactual damage. XIII. WAIVER OR MODIFICATION. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing in a document thatspecifically refers to this Agreement and such document is signed by the party against whom enforcement of any waiver, change,modification, extension, or discharge is sought. The waiver by either party of a breach of any provision of this Agreement by the otherparty shall not operate or be construed as a waiver of any other provision hereof or any subsequent breach of the same provision hereof.The failure of the Company at any time, or from time to time, to require performance of any of Executive’s obligations under thisAgreement shall in no manner affect the Company’s right to enforce any provision of this Agreement at a subsequent time. XIV. SEVERABILITY. If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a court of competent jurisdiction, suchinvalidity or unenforceability shall attach only to such provision or portion thereof, and shall not in any manner affect or render invalid orunenforceable any other provision of this Agreement or portion thereof, and this Agreement shall be carried out as if any such invalid orunenforceable provision or portion thereof were not contained herein. In addition, any such invalid or unenforceable provision or portionthereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary torender the same valid and enforceable. XV. NOTICES. Any notice required or permitted hereunder to be given by either party shall be in writing and shall be delivered personally or sent bycertified or registered mail, postage prepaid, or by private courier, or by telex or telegram to the party to the address set forth below or tosuch other address as either party may designate from time to time according to the terms of this paragraph:

To Executive at:

936. N. Hudson Ave. #102Los Angeles, CA 90038

To the Company at:

Jammin Java Corp.Attention: Rohan Marley, Chairman8200 Wilshire Blvd, Suite 200Beverly Hills, CA 90211

with a copy to Company’s counsel (which shall not constitute notice):

The Loev Law Firm, PCAttn: David M. Loev6300 West Loop South, Suite 280Bellaire, Texas 77401

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A notice delivered personally shall be effective upon receipt. A notice sent by facsimile or telegram shall be effective twenty-four (24)hours after the dispatch thereof. A notice delivered by mail or by private courier shall be effective on the third day after the day of mailing. XVI. ATTORNEY’S FEES. In the event of any action at law or equity to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled toreasonable attorney’s fees and court costs in addition to any other relief to which such party may be entitled. XVII. INDEMNIFICATION.

(a) The Company shall indemnify and hold Executive harmless to the maximum extent permitted by law against judgments,fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees incurred by Executive, in connection with thedefense of, or as a result of, any action or proceeding (or any appeal from any action or proceeding) in which Executive is made or isthreatened to be made a party by reason of the fact that Executive is or was an officer or Director of the Company, regardless of whethersuch action or proceeding is one brought by or in the right of the Company, to procure a judgment in its favor (or other than by or in theright of the Company).

(b) Notwithstanding anything in the Company's Articles of Incorporation, the Bylaws or this Agreement to the contrary, if sorequested by Executive, the Company shall advance any and all Expenses (as defined below) to Executive ("Expense Advance"), withinfifteen days following the date of such request and the receipt of a written undertaking by or on behalf of Executive to repay such ExpenseAdvance if a judgment or other final adjudication adverse to Executive (as to which all rights of appeal therefrom have been exhausted orlapsed) establishes that Executive, with respect to such Claim, is not eligible for indemnification. "Expenses" shall include attorneys' feesand all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participatingin (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any indemnifiable event. A "Claim"shall include any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative orother, including without limitation, an action by or in the right of any other corporation of any type or kind, domestic or foreign, or anypartnership, joint venture, trust, employee benefit plan or other enterprise, whether predicated on foreign, federal, state or local law andwhether formal or informal. XVIII. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, except for theagreement(s) evidencing the Option award, supersedes all prior agreements and understandings, both written and oral between theparties hereto with respect to the subject matter hereof and is not intended to confer upon any other person or entity any rights orremedies hereunder except as otherwise expressly provided herein. XIX. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado applicable to contracts enteredinto and to be performed entirely within such state.

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XX. COUNTERPARTS. This Agreement is being executed in several counterparts, each to be considered an original for all purposes. XXI. SURVIVAL.

The termination of Executive’s employment with the Company pursuant to the provisions of this Agreement shall not affect Executive’sobligations to the Company hereunder which by the nature thereof are intended to survive any such termination, including, withoutlimitation, Executive’s obligations under Articles VI, VII and IX of this Agreement nor the Company’s obligations under Articles V and XVII.

XXII. CERTIFICATION. EXECUTIVE HEREBY CERTIFIES THAT: (A) EXECUTIVE RECEIVED A COPY OF THIS EMPLOYMENT AGREEMENT FOR REVIEW AND STUDY BEFORE HE WASASKED TO EXECUTE IT; (B) EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY; (C) EXECUTIVE HAS HAD SUFFICIENT OPPORTUNITY BEFORE HE EXECUTED THIS AGREEMENT TO ASK QUESTIONSABOUT NOT ONLY THE COMPANY, BUT ALSO THE PROVISIONS OF THIS AGREEMENT AND THAT IF HE ASKED SUCHQUESTIONS HE RECEIVED COMPLETE AND SATISFACTORY ANSWERS TO SAME; (D) EXECUTIVE HAS BEEN AFFORDED THE OPPORTUNITY TO DISCUSS AND REVIEW THIS EMPLOYMENT AGREEMENTWITH AN ATTORNEY OF HIS CHOICE; (E) EXECUTIVE UNDERSTANDS WHAT HIS RIGHTS ARE UNDER THE AGREEMENT AS WELL AS HIS OBLIGATIONS,ESPECIALLY THE ANCILLARY COVENANTS; AND (F) EXECUTIVE HAS READ AND UNDERSTANDS EACH AND EVERY PROVISION OF THIS EMPLOYMENT AGREEMENTAND DOES HEREBY ACCEPT AND AGREE TO THE SAME. IN WITNESS WHEREOF, each party to this Agreement has caused it to be executed on the date indicated below.

Executive /s/Anh Tien Tran___ Date: 09/10/13___Anh Tien Tran JAMMIN JAVA CORP. By: /s/ Rohan Marley________ Date: 09/10/13___ Rohan Marley, Chairman

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Schedule I

Other Expenses

1. Home Office Costs (equipment, supplies, telecommunication costs).

2. Mobile Phone and Plan.

3. Vehicle expenses (lease, gas and maintenance combined): $24,000 per year ($2,000.00 per month).

4. Health care allowance for Executive: $500 per month.

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EX-31.1 8 ex31-1.htmEXHIBIT 31.1

CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brent Toevs, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Jammin Java Corp.; 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 tothe 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 registrant as of, and for, the periods presented in thisreport;

4. The registrant's other certifying officer(s) and I are 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 ActRules 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 our

supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us 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 offinancial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions

about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's

most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of a Quarterly Report) that has materially affected, oris reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial

reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing theequivalent 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 registrant'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 registrant's

internal control over financial reporting.

Date: September 12, 2013 By: /s/ Brent Toevs Brent Toevs Chief Executive Officer (Principal Executive Officer)



CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anh Tran, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Jammin Java Corp.; 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 tothe 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 registrant as of, and for, the periods presented in thisreport;

4. The registrant's other certifying officer(s) and I are 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 ActRules 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 our

supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us 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 offinancial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions

about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's

most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of a Quarterly Report) that has materially affected, oris reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial

reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing theequivalent 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 registrant'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 registrant's

internal control over financial reporting.

Date: September 12, 2013 By: /s/ Anh Tran Anh Tran President, Chief Operating Officer, Secretary and

Treasurer (Principal Financial and Accounting Officer)



CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANTTO

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

The following certifications are being furnished solely to accompany the Quarterly Report on Form 10-Q for the three months

ended July 31, 2013 (the “Report”) pursuant to U.S.C. Section 1350, and pursuant to SEC Release No. 33-8238 are being “furnished” tothe Securities and Exchange Commission (the “SEC”) rather than “filed” either as part of the Report or as part of the Report of as aseparate disclosure statement, and are not to be incorporated by referenced into the Report or any other filing of the Company, whethermade before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certifications shall notbe deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities ofSection 18 or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of

Jammin Java, Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

1. the accompanying Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2013 (the “Report”) fully complieswith 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

operations of the Company. Dated: September 12, 2013 By: /s/ Brent Toevs Brent Toevs Chief Executive Officer (Principal Executive Officer)

Certification of the Chief Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of

Jammin Java, Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

1. the accompanying Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2013 (the “Report”) fully complieswith 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

operations of the Company. Dated: September 12, 2013 By: /s/ Anh Tran Ahn Tran President, Secretary and Treasurer (Principal Financial and Accounting Officer)


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