REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2014 • Barfresh Food Group Inc. • Services-motion picture & video tape production • Colorado
This Registration Rights Agreement (the “Agreement”), dated as of ______, 2013 is entered into by and between Barfresh Food Group Inc., a Delaware corporation (the “Company”), and each of the investors (“Investors”) who were issued promissory notes (“Notes”) and warrants (“Warrants”) of the Company on or about the date hereof, whose names are listed in on Schedule A, attached hereto. Capitalized terms used herein have the respective meanings ascribed thereto in the Notes and/or Warrants unless otherwise defined herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2015 • Barfresh Food Group Inc. • Services-motion picture & video tape production • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), by and among Barfresh Food Group Inc., a Delaware corporation with offices located at 90 Madison Street, Suite 701, Denver, CO 80206 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”) is entered into concurrently with the Securities Purchase Agreement by and among the parties hereto (the “Securities Purchase Agreement”), dated with respect to each Purchaser as of the date set forth on each Purchaser’s signature page to the Securities Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2016 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Securities Purchase Agreement (this “Agreement”) is entered into between Barfresh Food Group Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2020 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Securities Purchase Agreement (this “Agreement”) is entered into between Barfresh Food Group, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
OFFICE LEASE betweenOffice Lease • November 14th, 2019 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • California
THIS OFFICE LEASE (“Lease”), dated March 14, 2019, is made and entered into by and between 3600 Wilshire, LLC, a California limited liability company, c/o Jamison Services, Inc., a California corporation (“Landlord”), and Barfresh Food Group, Inc., a Delaware corporation (“Tenant”), upon the following terms and conditions:
SUBSCRIPTION AGREEMENTSubscription Agreement • January 17th, 2012 • Moving Box Inc • Services-motion picture & video tape production • Delaware
This SUBSCRIPTION AGREEMENT (“Agreement”), dated as of January 10, 2012, is made by and among Moving Box Inc., a corporation organized under the laws of Delaware (the “Company”) and each of the Persons listed on Schedule I hereto (collectively, the “Investors,” and individually an “Investor”). Each of the Company and Investors are referred to herein individually as a “Party” and collectively as the “Parties.”
BARFRESH FOOD GROUP INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 14th, 2023 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of ___________ (the “Grant Date”) by and between BARFRESH FOOD GROUP INC., a Delaware corporation (the “Company”) and Cameron Barker (the “Grantee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2019 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties
This Registration Rights Agreement (the “Agreement”) is entered into by and among Barfresh Food Group, Inc., a Delaware corporation (the “Company”), and the undersigned investors (individually, a “Purchaser” and collectively the “Purchasers”).
Barfresh Food Group, Inc. Incentive Stock Option Agreement Granted Under 2023 Equity Incentive PlanIncentive Stock Option Agreement • August 14th, 2023 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2015 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • Colorado
This Employment Agreement (“Agreement”) is made as of April 27, 2015, by and between Barfresh Food Group Inc., a Delaware corporation (the “Company”) and Riccardo Delle Coste, an individual (the “Executive”).
Barfresh Food Group, Inc. Non-Qualified Stock Option Agreement Granted Under 2023 Equity Incentive PlanNon-Qualified Stock Option Agreement • August 14th, 2023 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties
AGREEMENTInvestment Agreement • April 8th, 2011 • Moving Box Inc • Services-motion picture & video tape production • North Carolina
This Agreement (“Agreement”) is made and entered into this 21st day of March, 2010, by and between Moving Box Entertainment, LLC, its successors and assigns, a North Carolina limited liability company of 222 East Jones Avenue, Wake Forest, North Carolina 27587 (“MBE”); Garrett, LLC, its successors and assigns, a Kentucky limited liability company of 3505 Castlegate Court, Lexington, Kentucky 40502, Ian McKinnon, #2302, 4801 Bonita Bay Boulevard, Bonita Springs, Florida 34134, and Brad Miller, PO Box 487, Hamilton, Indiana 47642 (Garrett, LLC, Ian McKinnon, and Brad Miller are hereinafter collectively referred to as “Investors”), Andreas Wilckin, Jr. (“Wilcken”), Moving Box, Inc., a Delaware corporation (“Moving Box”) and Uptone Pictures, Inc. a North Carolina corporation (“UP”) [MBE, Investors, Wilckin, Moving Box and UP collectively referred to in this Agreement as the “Parties”].
CONTRACT AGREEMENT Appointment of Production Services March 5th, 2010Production Services Agreement • October 12th, 2010 • Moving Box Inc • Services-motion picture & video tape production • North Carolina
This Contractual Agreement is executed on March 5, 2010 between Moving Box Entertainment, LLC. With offices located at 222 E. Jones Ave., Wake Forest, NC 27587, herein referred to as “MBE” and Uptone Pictures Inc. with offices located at 222 E. Jones Ave., Wake Forest, NC 27587 herein referred to as “UP”. This is the appointment of Uptone Pictures by Moving Box Entertainment, LLC to be the production company for the motion picture entitled: A BOX FOR ROB.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 26th, 2023 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Securities Purchase Agreement (this “Agreement”) is entered into between Barfresh Food Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ROYALTY RIGHTS AGREEMENTRoyalty Rights Agreement • October 12th, 2010 • Moving Box Inc • Services-motion picture & video tape production • North Carolina
This Royalty Rights Agreement (“Agreement”) is made and entered into this first day of June 2010, by and between Moving Box Entertainment, LLC, its successors and assigns, a North Carolina limited liability company of 222 East Jones Avenue, Wake Forest, North Carolina 27587 (“Moving Box”), and Garrett, LLC, its successors and assigns, a Kentucky limited liability company of 3505 Castlegate Court, Lexington, Kentucky 40502, Ian McKinnon, #2302, 4801 Bonita Bay Boulevard, Bonita Springs, Florida 34134, and Brad Miller, PO Box 487, Hamilton, Indiana 47642 (Garrett, LLC, Ian McKinnon, and Brad Miller are hereinafter collectively referred to as “Investors”).
SHARE EXCHANGE AGREEMENT BY AND AMONG MOVING BOX INC. AND ANDREAS WILCKEN, JR. AND BARFRESH, INC. AND THE SHAREHOLDERS OF BARFRESH, INC. Dated as of: January 10, 2012Share Exchange Agreement • January 17th, 2012 • Moving Box Inc • Services-motion picture & video tape production • New York
This SHARE EXCHANGE AGREEMENT (“Agreement”), dated as of January 10, 2012, is made by and among MOVING BOX, INC., a corporation organized under the laws of Delaware (the “Acquiror”), ANDREAS WILCKEN, JR. (the “Acquiror Principal Shareholder”), BARFRESH, INC., a corporation organized under the laws of Nevada (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders,” and individually an “Acquiree Shareholder”). Each of the Acquiror, Acquiror Principal Shareholder, Acquiree and Acquiree Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO CONTRACTUAL AGREEMENTContractual Agreement • February 17th, 2011 • Moving Box Inc • Services-motion picture & video tape production
This Amendment dated January 13, 2011, amends the Contractual Agreement (the “Agreement”) executed on March 5, 2010 between Moving Box Entertainment, LLC. With offices located at 222 E. Jones Ave., Wake Forest, NC 27587, herein referred to as “MBE” and Uptone Pictures Inc. with offices located at 222 E. Jones Ave., Wake Forest, NC 27587 herein referred to as “UP
AGREEMENT OF SALEAgreement of Sale • January 17th, 2012 • Moving Box Inc • Services-motion picture & video tape production • Delaware
THIS AGREEMENT OF SALE (this “Agreement”) is entered into as of January 10, 2012, by and between MOVING BOX INC. (the “Company”) and Andreas Wilcken, Jr. (“Wilcken”).
SCHEDULE APlan of Exchange • December 23rd, 2010 • Moving Box Inc • Services-motion picture & video tape production
There being no further nominations, the foregoing person was unanimously elected to the office set forth opposite his respective name.
CONTRACT AGREEMENT Appointment of Production and Consulting Services July 14, 2011Contract Agreement • August 19th, 2011 • Moving Box Inc • Services-motion picture & video tape production • North Carolina
This Contractual Agreement is executed on July 14, 2011, between Moving Box Entertainment, LLC. With offices located at 222 E. Jones Ave., Wake Forest, NC 27587, herein referred to as "7W" and 7 Worldwide Inc.jwith offices located at 704 Richland Bluff CT. Wake Forest NC 27587 herein referred to as "7W". This is the appointment of Moving Box Entertainment, LLC to be the production and media consultant company for the development and creation of content for 7 worldwide Inc.
ContractPromissory Note • October 29th, 2018 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM, INCLUDING PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE NOTE.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 29th, 2018 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Securities Purchase Agreement (this “Agreement”) is entered into between Barfresh Food Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDMENT TO AGREEMENTAmendment to Agreement • June 9th, 2011 • Moving Box Inc • Services-motion picture & video tape production
This Amendment to Agreement (“Amendment”) made this 17th day of May, 2011 hereby amends that certain into on the 21st day of March, 2010, by and between Moving Box Entertainment, LLC, its successors and assigns, a North Carolina limited liability company of 222 East Jones Avenue, Wake Forest, North Carolina 27587 (“MBE”); Garrett, LLC, its successors and assigns, a Kentucky limited liability company of 3505 Castlegate Court, Lexington, Kentucky 40502, Ian McKinnon, #2302, 4801 Bonita Bay Boulevard, Bonita Springs, Florida 34134, and Brad Miller, PO Box 487, Hamilton, Indiana 47642 (Garrett, LLC, Ian McKinnon, and Brad Miller are hereinafter collectively referred to as “Investors”), Andreas Wilckin, Jr. (“Wilcken”), Moving Box, Inc., a Delaware corporation (“Moving Box”) and Uptone Pictures, Inc. a North Carolina corporation (“UP”) [MBE, Investors, Wilckin, Moving Box and UP collectively referred to in this Agreement as the “Parties”].
plan of exchange betweenPlan of Exchange • October 12th, 2010 • Moving Box Inc • Services-motion picture & video tape production
THIS PLAN OK EXCHANGE ("plan") dated as of March 23. 2010. adopted and made by and between Moving Bon Inc.. a Delaware corporation having its registered office at 1811 Silverside Road, Wilmington, Delaware 19810 ("parent corporation"), and Moving Box Entertainment, LLC. a North Carolina limited liability company, having ils principal office at 222 H. Jones Avenue. Wake Forest North Carolina 27587 ("subsidiary exility").
ContractNote Purchase Agreement • April 29th, 2016 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE NOTE.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 23rd, 2016 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties
This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into by and among Barfresh Food Group, Inc., a California corporation (the “Company”), Unibel, a société anonyme à directoire et conseil de surveillance (“Purchaser”), and the key holders, as listed on Exhibit A attached hereto (the “Key Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2016 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Securities Purchase Agreement (this “Agreement”) is entered into between Barfresh Food Group Inc., a Delaware corporation (the “Company”) and Unibel, a société anonyme à directoire et conseil de surveillance (“Purchaser”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • November 14th, 2019 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties • California
This General Release Agreement (the “Agreement”) is entered into by and between Barfresh Food Group, Inc., a Delaware corporation (the “Company”), and Joseph S. Tesoriero (“Executive”).
INVESTOR RELEASEInvestor Release • January 17th, 2012 • Moving Box Inc • Services-motion picture & video tape production
This investor Release ("Agreement") is entered into by and among Moving Box, Inc., a Delaware corporation (“Moving Box”), Andreas Wilcken, Jr (“Wilcken”), Garrett, LLC, a Kentucky limited liability Company, Ian McKinnon and Brad Miller (Garrett, LLC, Ian McKinnon, and Brad Miller are hereinafter collectively referred to as “Investors”),
CONTRACT AGREEMENT Appointment of Production Services March 5th, 2010Contract Agreement • August 11th, 2010 • Moving Box Inc • North Carolina
LOCK-UP AGREEMENTLock-Up Agreement • January 17th, 2012 • Moving Box Inc • Services-motion picture & video tape production • Delaware
This LOCK-UP AGREEMENT (this “Agreement”), dated as of January 10, 2012, is made by and between MOVING BOX INC., a corporation organized under the laws of Delaware (the “Company”), and _______________ (the “Holder”). The Company and the Holder are referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO AGREEMENTAgreement • January 17th, 2012 • Moving Box Inc • Services-motion picture & video tape production
This Second Amendment to Agreement (“Second Amendment”) made this 10th day of January, 2012 hereby amends that certain Agreement entered into on the 21st day of March, 2010 (the “Agreement”), by and among Moving Box Entertainment, LLC, a North Carolina limited liability company (“MBE”); Garrett, LLC, a Kentucky limited liability company, Ian McKinnon, and Brad Miller (Garrett, LLC, Ian McKinnon, and Brad Miller are hereinafter collectively referred to as “Investors”), Andreas Wilckin, Jr. (“Wilcken”), Moving Box, Inc., a Delaware corporation (“Moving Box”) and Uptone Pictures, Inc. a North Carolina corporation (“UP”) [MBE, Investors, Wilckin, Moving Box and UP collectively referred to in this Agreement as the “Parties”].
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2019 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is effective as of April 1, 2019 (“Effective Date”) by and between Barfresh Food Group, Inc., a Delaware corporation (the “Company”) and Joseph S. Tesoriero (“Executive”).
REPAYMENT OF DEBTRepayment of Debt Agreement • October 29th, 2018 • Barfresh Food Group Inc. • Canned, frozen & preservd fruit, veg & food specialties
This Repayment of Debt Agreement (“Repayment Agreement’’) is entered into and effective as of July 26, 2018 (“Effective Date”) by and between Barfresh Food Group, Inc., a Delaware corporation (“Company”) and Ibex Microcap Fund LLLP (“Holder”) with respect to that certain promissory note issued by Company to Holder in the principal amount of $250,000.00, issued on March 5, 2018 (“Note”).
ContractNote Purchase Agreement • February 13th, 2014 • Barfresh Food Group Inc. • Services-motion picture & video tape production • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE NOTE.
