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.
ContractBarfresh Food Group Inc. • February 13th, 2014 • 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.
