UNDERWRITING AGREEMENT by and between BRANCHOUT FOOD INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters BRANCHOUT FOOD INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2024 • BranchOut Food Inc. • Food and kindred products • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2023 • BranchOut Food Inc. • Food and kindred products • Nevada
This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between BranchOut Food Inc., a Nevada corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • July 1st, 2024 • BranchOut Food Inc. • Food and kindred products • New York
THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Alexander Capital, L.P. (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), to BranchOut Food Inc. a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from one hundred eighty (180) days following June 26, 2024, (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, June 26, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up 100,625 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Da
ContractWarrant Agreement • July 19th, 2024 • BranchOut Food Inc. • Food and kindred products • Nevada
THIS WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION, AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an exemption from the registration requirements of the act is available for such offer, sale, pledge, hypothecation, or transfer in the opinion of legal counsel reasonably satisfactory to the company.
SECURITY AGREEMENTSecurity Agreement • January 16th, 2024 • BranchOut Food Inc. • Food and kindred products • Nevada
THIS SECURITY AGREEMENT, dated as of January 10, 2024 (this “Agreement”), is made by BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company) (the “Company”), and each of its subsidiaries set forth on Schedule 3.3 hereto (collectively, “Grantor”), in favor of the Lenders set forth on the signature page hereto (each, a “Lender” and collectively the “Lenders”).
BRANCHOUT FOOD inc. Up to $3,000,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENTAt-the-Market Issuance Sales Agreement • October 23rd, 2024 • BranchOut Food Inc. • Food and kindred products • New York
BranchOut Food Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Alexander Capital, L.P., as selling agent (the “Agent”), shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), having an aggregate offering price of up to US$3,000,000 of Common Stock (the Common Stock subject to this At-The-Market Issuance Sales Agreement (this “Agreement”) being referred to herein as the “Shares”) on the terms set forth herein and subject to the limitations set forth in Section 2(a) hereof. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
ContractLicense Agreement • May 28th, 2024 • BranchOut Food Inc. • Food and kindred products
CERTAIN INFORMATION HAS BEEN REDACTED BECAUSE IT IS NOT MATERIAL, IS TREATED AS CONFIDENTIAL BY THE REGISTRANT, AND MAY CAUSE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
THE IDENTITY OF THE COUNTERPARTY TO THIS AGREEMENT AND CERTAIN OTHER INFORMATION HAS BEEN REDACTED BECAUSE IT IS NOT MATERIAL, IS TREATED AS CONFIDENTIAL BY THE REGISTRANT, AND MAY CAUSE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.Lease Agreement • May 16th, 2024 • BranchOut Food Inc. • Food and kindred products
This Exhibit Is An English Translation Of A Foreign Language Document. The Company Hereby Agrees To Supplementally Furnish To The Securities And Exchange Commision, Upon Request, A Copy Of The Foreign Language Document.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2024 • BranchOut Food Inc. • Food and kindred products • Nevada
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • April 16th, 2024 • BranchOut Food Inc. • Food and kindred products
THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of April 16, 2024, is by and among BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company) (the “Company”), the purchasers listed on Appendix A hereto, as the same may be updated from time to time (the “New Purchasers”) and those existing purchasers listed on Appendix B hereto (“Existing Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 24th, 2023 • BranchOut Food Inc. • Food and kindred products • Washington
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of November 2021 (the “Effective Date”) by and BranchOut Food, Inc., a Nevada Corporation (the “Company”), and Doug Durst (“Executive”) (collectively the “Parties”).
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • May 20th, 2024 • BranchOut Food Inc. • Food and kindred products
THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of April 16, 2024, is by and among BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company) (the “Company”), the purchasers listed on Appendix A hereto, as the same may be updated from time to time (the “New Purchasers”) and those existing purchasers listed on Appendix B hereto (“Existing Purchasers”).
THE IDENTITIES OF THE COUNTERPARTIES TO THIS AGREEMENT AND CERTAIN OTHER IDENTIFYING INFORMATION HAVE BEEN REDACTED BECAUSE SUCH INFORMATION IS NOT MATERIAL, IS TREATED AS CONFIDENTIAL BY THE REGISTRANT, AND MAY CAUSE HARM TO THE REGISTRANT IF...Assignment of Credit and Substitution of Mortgagee • May 16th, 2024 • BranchOut Food Inc. • Food and kindred products
This Exhibit Is An English Translation Of A Foreign Language Document. The Company Hereby Agrees To Supplementally Furnish To The Securities And Exchange Commision, Upon Request, A Copy Of The Foreign Language Document.
Subscription AgreementSubscription Agreement • January 16th, 2024 • BranchOut Food Inc. • Food and kindred products • Delaware
This Subscription Agreement (this “Subscription Agreement”), dated as of January 10, 2024, is entered into among BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company) (the “Company”), and the purchasers listed on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”). Certain definitions used in this Subscription Agreement shall have the meanings given to them in Section 9 below.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2024 • BranchOut Food Inc. • Food and kindred products • Nevada
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of July 19, 2024, is made by and among BranchOut Food Inc., a Nevada corporation (the “Company”), Daniel L. Kaufman (“Kaufman”), and Kaufman Kapital LLC (“Kaufman Kapital”).
MANUFACTURING AND DISTRIBUTORSHIP AGREEMENT AVOLOV LLC And NATURAL NUTRITION SpAManufacturing and Distributorship Agreement • April 24th, 2023 • BranchOut Food Inc. • Food and kindred products
Manufacturing and Distributorship Agreement (“Agreement”), dated as of February 4, 2021 (the “Effective Date”), by AVOLOV LLC, an Oregon limited liability company with its principal office at 20724 Carmen Loop #110, Bend, OR 97702, email: eric@avolov.com, contact person: Mr. Eric Healy (“Avolov” or “Distributor”), and NATURAL NUTRITION SpA, a Chilean company with its registered office at San Antonio Km 2.0 interior Los Angeles, Biobio Region, Chile, RUT Nr. 76.381.181-6, email: bchavarri@nanuva.cl, contact: Mr. Bernardo Chavarri Garcia, Chilean tax identification Nr. 15.315.663-8, General Manager (“Nanuva” or “Manufacturer”). Each of Avolov and Nanuva is referred to as a “Party” and both are collectively referred to as the “Parties”.
BRANCHOUT FOOD INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2024 • BranchOut Food Inc. • Food and kindred products • Nevada
THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), is made effective as of July 15, 2024 (the “Effective Date”), by and among BranchOut Food Inc., a Nevada corporation (the “Company”), and Daniel L. Kaufman (the “Investor”).
