SECURITIES
PURCHASE AGREEMENT


 


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”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to Purchaser,
and Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:


 


ARTICLE
I.

DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes
of this Agreement, the following terms have the meanings set forth in this Section 1.1: 


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. With respect to Purchaser,
any investment fund or managed account that is managed on a discretionary basis by the same investment manager as Purchaser will
be deemed to be an Affiliate of Purchaser.


 


“Business
Day” means any day except Saturday, Sunday, any day that is a federal legal holiday in the United States or any day
on which banking institutions in the State of California are authorized or required by law or other governmental action to close.


 


“Change
in Control” means the Company, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions: (i) effects any merger or consolidation of the Company with or into another Person; (ii) effects
any sale of all or substantially all of its assets in one or a series of related transactions; (iii) any tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender
or exchange their shares for other securities, cash or property; or (iv) effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property. Notwithstanding the foregoing, “Change in Control” shall not include: (i) any merger of the Company
or any of its, direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization,
recapitalization, reclassification or any other transaction, or series of related transactions, of the shares of Common Stock
in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization, reclassification
or any other transaction, or series of related transactions, continue after such reorganization, recapitalization, reclassification
or any other transaction, or series of related transactions, to hold publicly traded securities and, directly or indirectly, are,
in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power
to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after
such reorganization, recapitalization, reclassification, or any other transaction, or series of related transactions, or (iii)
pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or
any of its Subsidiaries.


 




    	 	 	 



     


    


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.000001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed into.


 


“Common
Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Disclosure
Schedules” means the Disclosure Schedules of the attached hereto, and incorporated herein by reference.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded
Securities” means: (i) shares of Common Stock issuable upon conversion or exercise of any securities or agreements outstanding
as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors and employees of the Company
pursuant to stock option plans or agreements approved by the Board of Directors of the Company, (iii) up to 750,000 (such number
to be equitably adjusted to reflect any stock split or stock dividend or recapitalization) shares of Common Stock or securities
convertible into Common Stock issued to non-affiliates as compensation for bona fide services not in connection with any financing
activities, or (iv) shares of Common Stock issued in connection with any stock split or stock dividend or recapitalization.


 


“Investor
Rights Agreement” means the Investor Rights Agreement to be entered into as of the Closing Date (as defined below) by
and among the Company, Purchaser, Riccardo Delle Coste, Steven Lang, R.D. Capital Holdings PTY Ltd., and Sidra Pty Limited, in
the form of Exhibit A attached hereto.


 


“Liens”
means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Per
Share Purchase Price” equals $0.64, subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Placement
Agents” means Rabo Securities USA, Inc. and Stifel, Nicolaus & Company, Incorporated.


 




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“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Securities”
means the Shares, the Warrant and the Warrant Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
means the shares of Common Stock issued to Purchaser pursuant to this Agreement.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“Subscription
Amount” means, $10,000,000, the aggregate amount to be paid for Shares and Warrant purchased hereunder in United States
dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, include any subsidiary
of the Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the New York Stock Exchange is open for trading.


 


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: FINRA Over-the-Counter Bulletin Board, the NASDAQ Stock Market or the New York Stock Exchange.


 


“Transaction
Documents” means this Agreement, the Warrants, the Investor Rights Agreement and any other documents or agreements executed
in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Action Stock Transfer, with a mailing address of 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT
84121, and a facsimile number of (801) 274-1099, or any successor transfer agent of the Company.


 


“Warrant”
means the Series K Common Stock Purchase Warrant delivered to the Purchaser at the Closing in accordance with Section 2.2(a) hereof,
which shall be to purchase up to that number of shares of Common Stock equal to one-half
(1/2) of every Share issued to Purchaser in accordance with this Agreement, with an exercise price equal to 125% of the average
closing stock price for the 10 trading days immediately prior to the Closing Date, but in no event less than $0.78 per share or
more than $0.88 per share, subject to adjustment therein, for a period of five (5) years from the Issuance Date, in the form of
Exhibit B attached hereto.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 




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ARTICLE
II.

PURCHASE AND SALE


 


2.1
Closing. 


 


(a)
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser
agrees to purchase, the Shares and the Warrant.


 


(b)
The date and time of the closing (the “Closing”) shall be no later than three (3) days after execution of this Agreement
(or such later date as is mutually agreed to by the Company and Purchaser) provided it is not a day that is a Saturday or Sunday
or a legal holiday in France or the U.S. (the “Closing Date”). The aggregate purchase price for the Shares and the
Warrant to be purchased by Purchaser at the Closing shall be the Subscription Amount.


 


(c)
Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription
Amount, and the Company shall deliver to Purchaser the Shares and the Warrant, and the Company and Purchaser shall deliver the
other items set forth in Section 2.2 in each case in accordance with Section 2.2 and subject to Section 2.3. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall be deemed to have occurred at the Company’s
executive office or such other location as the parties shall mutually agree.


 


2.2
Deliveries.


 


(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following:


 


(i)
this Agreement duly executed by the Company;


 


(ii)
the Investor Rights Agreement duly executed by Company, Riccardo Delle Coste, Steven Lang, R.D. Capital Holdings PTY Ltd., and
Sidra Pty Limited;


 


(iii)
a certificate evidencing the Shares (currently fifteen million, six hundred twenty-five
thousand (15,625,000) Shares), registered in the name of Purchaser;


 


(iv)
the Warrant registered in the name of Purchaser in accordance with this Agreement; and


 


(v)
a certificate, dated the Closing Date, signed by the Chief Financial Officer of the Company, to the effect that the representations
and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of such Closing
Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
under this Agreement at or prior to such Closing Date; and


 


(vi)
a certificate, dated the Closing Date, signed by the Secretary of the Company.


 




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(b)
On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)
this Agreement duly executed by Purchaser;


 


(ii)
the Investor Rights Agreement duly executed by Purchaser; and


 


(iii)
the Subscription Amount by wire transfer to the Company.


 


2.3
Closing Conditions. 


 


(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)
the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchaser contained herein;


 


(ii)
all obligations, covenants and agreements of Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and


 


(iii)
the delivery by Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)
The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)
the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;


 


(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed;


 


(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)
there shall have been no Material Adverse Effect (defined in Section 3.1(b) below) with respect to the Company since the date
hereof; and


 


(v)
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension
shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose
trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the
United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or
other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, in the reasonable judgment of Purchaser, makes it impracticable or inadvisable to purchase the Securities
at the Closing.


 




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ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules,
which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the
extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following
representations and warranties to Purchaser and Placement Agents:


 


(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in the Company’s SEC Reports
(hereinafter defined in Section 3.1(h)). The Company owns, directly or indirectly, the capital stock or other equity interests
of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 


(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable),
with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on
the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations,
assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii)
a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations
under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”), and no Proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power
and authority or qualification.


 


(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action
is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the
Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when
delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 




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(d)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, the issuance and sale
of the Securities and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will
not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset
of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in
a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
than (i) filings required pursuant to Section 4.4 of this Agreement and (ii) the filing of Form D with the Commission and such
filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f)
Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares, when issued in accordance
with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved
from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the
Warrant.


 


(g)
Capitalization. Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently
filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase
plans and pursuant to the conversion or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed
periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or
any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the Company’s
SEC Reports and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock,
or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue
additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company
to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of
any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All
of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the
board of directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholder
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company
is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 




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(h)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective
dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as
applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect
at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case
of unaudited statements, to normal year-end audit adjustments.


 


(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Except as specifically disclosed in the Company’s
SEC Reports filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could
reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or
otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed
in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared
or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer,
director or Affiliate, except pursuant to existing Company stock option plans or pursuant to conversion of outstanding debt. The
Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance
of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability or development
has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or
financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation
is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation
is made.


 






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(j)
Litigation. Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, Proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an
unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary,
nor to the knowledge of the Company, any director or officer thereof, is or has been the subject of any Action involving a claim
of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.


 


(k)
Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any
of the employees of the Company that could reasonably be expected to result in a Material Adverse Effect. None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company
or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the knowledge
of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(l)
Compliance. Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred
that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any
of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any
court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws
that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 




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(m)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material
Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of
Proceedings relating to the revocation or modification of any Material Permit.


 


(n)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned
by them and good and marketable title in all personal property owned by them that is material to the business of the Company and
the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties.
Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting
and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(o)
Patents and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or material for use in connection with their respective businesses as described in
the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the
Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the
knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to
protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(p)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business without a significant increase in cost.


 


(q)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports or as otherwise set forth on Schedule
3(q), none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company
is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner, in each case in excess of the amount permitted under Item 404 of Regulation S-K
other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf
of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.


 




    	 	10	 



     


    


 


(r)
Private Placement. Assuming the accuracy of the Purchaser representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(s)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act
of 1940, as amended.


 


(t)
Listing and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading
Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the
listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


(u)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided Purchaser or their agents
or counsel with any information that it believes constitutes or might constitute material, non-public information, unless prior
thereto Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company
understands and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in securities
of the Company. All disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company, its business and
the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during
the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser
makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Section 3.2 hereof.


 




    	 	11	 



     


    


 


(v)
No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section
3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this
offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would
require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 


(w)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise
tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which
has been asserted or threatened against the Company or any Subsidiary.


 


(x)
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of
the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only
to the Purchaser and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(y)
Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on
behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other
unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government
officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose
fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is
in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(ee)
Accountants. The Company’s accounting firm is Eide Bailly LLP. To the knowledge and belief of the Company, such accounting
firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect
to the financial statements to be included in the Company’s Annual Report on Form 10-K for the year ending December 31,
2016.


 


(z)
No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the
Company which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents,
and the Company is current with respect to any fees owed to its accountants.


 


(aa)
Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that Purchaser is
acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any
advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents
and the transactions contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company
further represents to Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents
has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 




    	 	12	 



     


    


 


(bb)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Securities.


 


(cc)
 Certain Fees. Other than payments of fees and commissions disclosed herein, including fees and expenses to the Placement
Agents, no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents.


 


(dd)
No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under
the Securities Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer,
any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial
owner of 20% or more of the Company’s outstanding voting equity securities nor any promoter (as that term is defined in
Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person
is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under
Rule 506(e), and has furnished to the Purchaser a copy of any disclosures provided thereunder.


 


(ee)
Application of Takeover Protections. The Company and the board of directors of the Company have taken all necessary action,
if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or
similar charter documents) or the laws of its state of incorporation that is or could become applicable to Purchaser as a result
of Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including
without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.


 


3.2
Representations and Warranties of the Purchaser. Purchaser hereby represents and warrants as
of the date hereof and as of the Closing Date to the Company and the Placement Agents as follows:


 


(a)
Organization; Authority. Purchaser is an entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate
the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of the Transaction Documents and performance by Purchaser of the transactions contemplated by the Transaction
Documents have been duly authorized by all necessary corporate or similar action on the part of Purchaser. Each Transaction Document
to which it is a party has been duly executed by Purchaser, and when delivered by Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.


 




    	 	13	 



     


    


 


(b)
Own Account. Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons
to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law. Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)
Purchaser Status. At the time Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date
on which it exercises the Warrant, it will be either: (i) an “accredited investor” as defined in Rule 501 under the
Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Purchaser
is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.


 


(d)
Investment Risks. Purchaser acknowledges and understands that an investment in the Securities involves a high degree of
risk, including the potential for the entire loss of Purchaser’s investment.


 


(e)
Experience of Purchaser. Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(f)
General Solicitation. Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement.


 


(g)
Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder,
Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with Purchaser, directly or indirectly
executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing from the
time that Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company
setting forth the material terms of the transactions contemplated hereunder until the date hereof (“Discussion Time”).
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of Purchaser’s assets and the portfolio managers have no knowledge of the investment decisions
made by the portfolio managers managing other portions of Purchaser’s assets, the representation set forth above shall only
apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the
Securities covered by this Agreement. Other than to other Persons party to this Agreement, Purchaser has maintained the confidentiality
of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 




    	 	14	 



     


    


 


(h)
Non-Reliance on Statements of Agents. Purchaser represents and warrants that Purchaser has not relied on statements of
any officer, director, employee or agent of the Company not contained in this Agreement, the Company’s website (http://barfresh.com/presentations)
or the Company’s SEC Filings in evaluating the merits of an investment in the Securities. Purchaser understands that the
Placement Agents have acted solely as the agents of the Company in this placement of the Securities and Purchaser has not relied
on the business or legal advice of the Placement Agents or any of their agents, counsel or affiliates in making its investment
decision hereunder, and confirms that none of such persons has made any representations or warranties to Purchaser in connection
with the transactions contemplated by the Transaction Documents.


 


(i)
Certain Fees. Purchaser has not entered into any agreement or arrangement entitling any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other Person to brokerage or finder’s fees or commissions with respect
to the transactions contemplated by the Transaction Documents. The Company shall have no obligation with respect to any fees or
with respect to any claims made by or on behalf of any Person other than as disclosed herein in Schedule 3.1(dd), if any, for
fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction
Documents.


 


ARTICLE
IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.  


 


(a)
The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of
Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of Purchaser
or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing
to be bound by the terms of this Agreement and shall have the rights of Purchaser under this Agreement.


 


(b)
Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED
IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 




    	 	15	 



     


    


 


(c)
The Company acknowledges and agrees that Purchaser may from time to time pledge pursuant to a bona fide margin agreement with
a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an
“accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions
of this Agreement and, if required under the terms of such arrangement, Purchaser may transfer pledged or secured Securities to
the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion
of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall
be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the
Securities. Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth
in Section 4.1(b)), (i) following any sale of such Shares or Warrant Shares pursuant to Rule 144 or (ii) if such Shares or Warrant
Shares are eligible for sale under Rule 144, (provided that Purchaser provides the Company with an assurance letter, which shall
not include an opinion of Purchaser’s counsel, in the form reasonably satisfactory to Company’s legal counsel, that
such Shares or Warrant Shares are eligible for sale, assignment or transfer under Rule 144) or (iii) if such legend is not required
under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff
of the Commission). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge
the restrictions on transfer set forth in this Section, except in accordance with applicable law. Certificates for Securities
subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the
Purchaser’s prime broker with the Depository Trust Company System as directed by Purchaser.


 


4.2
Furnishing of Information. Until the earliest of the time that (i) no Purchaser owns Securities
or (ii) the Securities may be sold without restriction, the Company covenants to file in a timely manner (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to the Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports
pursuant to the Exchange Act, it will prepare and furnish to the Purchaser and make publicly available in accordance with Rule
144 such information as is required for the Purchaser to sell the Securities under Rule 144. The Company further covenants that
it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time
to enable such Person to sell such Securities without registration under the Securities Act within the requirements of the exemption
provided by Rule 144.


 


4.3
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or
sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities
to the Purchaser or that would be integrated with the offer or sale of the Securities to the Purchaser for purposes of the rules
and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction
unless shareholder approval is obtained before the closing of such subsequent transaction.


 




    	 	16	 



     


    


 


4.4
Securities Laws Disclosure; Publicity. The Company shall issue a press release and Current Report
on Form 8-K disclosing the material terms of the transactions contemplated hereby. No Purchaser shall issue any press release
or otherwise make any public statement without the prior consent of the Company, which consent shall not unreasonably be withheld
or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other
party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly
disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency
or Trading Market, without the prior consent of Purchaser, except (i) the filing of final Transaction Documents (including signature
pages thereto) with the Commission and (ii) to the extent such disclosure is required by law or Trading Market regulations.


 


4.5
Non-Public Information. Except with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company covenants and agrees that neither it nor any other Person acting on its
behalf will provide any Purchaser (not including its agents or counsel) with any information that the Company believes constitutes
material non-public information, unless prior thereto Purchaser shall have executed a written agreement regarding the confidentiality
and use of such information. The Company understands and confirms that Purchaser shall be relying on the foregoing covenant in
effecting transactions in securities of the Company.


 


4.6
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder
for capital expenditures, working capital financing and general working capital.


 


4.7
Indemnification.


 


(a)
Indemnification of Purchaser. Subject to the provisions of this Section 4.7, the Company will indemnify and hold Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
a Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate
of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon
a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct
by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against
any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly
notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing
reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser
Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the
Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there
is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the
Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses
of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for
any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably
withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to
any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party
in this Agreement or in the other Transaction Documents.


 




    	 	17	 



     


    


 


(b)
Indemnification of Company. Subject to the provisions of this Section 4.7, Purchaser will indemnify and hold the Company
and its directors, officers, shareholders, members, partners, employees and agents harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs
and reasonable attorneys’ fees and costs of investigation that the Company may suffer or incur as a result of or relating
to any breach of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement. If any
action shall be brought against the Company in respect of which indemnity may be sought pursuant to this Agreement, the Company
shall promptly notify Purchaser in writing, and the Purchaser shall have the right to assume the defense thereof with counsel
of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company
except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser
has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in
the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company
and the position of Purchaser, in which case the Purchaser shall be responsible for the reasonable fees and expenses of no more
than one such separate counsel. Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the
Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii)
to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any of the Company’s breach
of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, or (iii) in an amount
in excess of Purchaser’s gain upon Purchaser’s sale of the Common Stock and/or Warrant Shares acquired pursuant to
this Agreement. 


 


4.8
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company
shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common
Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise
of the Warrant.


 




    	 	18	 



     


    


 


4.9
Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing
or quotation of the Common Stock on a Trading Market. The Company will take all action reasonably necessary to continue the listing
or quotation and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Trading Market.


 


4.10
Short Sales and Confidentiality After The Date Hereof. Purchaser covenants that neither it nor
any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period commencing
at the Discussion Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced
as described in Section 4.4. Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly
disclosed by the Company as described in Section 4.4, Purchaser will maintain the confidentiality of the existence and terms of
this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing, no Purchaser makes any
representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the
time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.4. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage
separate portions of Purchaser’s assets and the portfolio managers have no knowledge of the investment decisions made by
the portfolio managers managing other portions of Purchaser’s assets, the covenant set forth above shall only apply with
respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities
covered by this Agreement.


 


4.11
Form D; Blue Sky Filings. The Company agrees to file in a timely manner a Form D with respect
to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company
shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify
the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states
of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.


 


4.12
Registration Rights. Holders of the Securities shall have the registration rights set forth
in the Investor Rights Agreement.


 


4.13
Adjustment Upon Issuance of Shares of Common Stock. If within one (1) year from the Closing Date, the Company sells any
shares of Common Stock (other than Excluded Securities) for a consideration per share (the “New Issuance Price”)
less than the Per Share Purchase Price (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive
Issuance, the Company shall issue to Purchaser a number of shares of Common Stock equal to the following:


 


	 	Subscription
    Amount 	_	Subscription
    Amount	 
	 	New
    Issuance Price	 	Per
    Share Purchase Price 	 


 


ARTICLE
V.

MISCELLANEOUS


 


5.1
Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall further be responsible for the payment of the Placement Agent’s
fees, financial advisory fees, transfer agent fees, the fees and expenses of DTC (as defined below) fees or broker’s commissions
relating to or arising out of the transactions contemplated hereby (including, without limitation, any fees payable to the Placement
Agent in connection with the transactions contemplated by this Agreement). The Company shall pay all Transfer Agent fees, stamp
taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.


 




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5.2
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto,
contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 


5.3
Notices. Any and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission,
if such notice or communication is delivered via facsimile or email at the facsimile number set forth on the signature pages attached
hereto or the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (PST) on a Business Day, (b) the
next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (PST) on any
Business Day, (c) the 3rd Business Day following the date of mailing, if sent by internationally recognized overnight courier
service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and
communications shall be as set forth on the signature pages attached hereto.


 


5.4
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchaser, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or
a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right.


 


5.5
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement
and shall not be deemed to limit or affect any of the provisions hereof.


 


5.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties and each of their successors and permitted assigns. 


 


5.7
Assignment. Purchaser acknowledges that it may not assign any of its rights to or interest in
or under this Agreement without the prior written consent of the Company, and any attempted assignment without such consent shall
be void and without force or effect.


 


5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto
and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.7; provided that that Placement Agents are intended third party
beneficiaries to Article III.


 




    	 	20	 



     


    


 


5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State
of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning
the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents
(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 Los Angeles, California. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the Los Angeles, California for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. 


 


5.10
Survival. The representations and warranties contained herein shall survive the Closing and
the delivery of the Shares and Warrant Shares.


 


5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated
and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation
thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt
of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or
instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated
with the issuance of such replacement Securities.


 




    	 	21	 



     


    


 


5.14
Construction. The parties agree that each of them and/or their respective counsel has reviewed
and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents
or any amendments hereto. Notwithstanding anything in this Agreement to the contrary, each representation, warranty and covenant
contained in this Agreement will have independent significance, even if any conduct or state of facts may be within the scope
of two or more representations, warranties or covenants; provided, however, that in no event shall any party be entitled to any
duplicative recovery hereunder for the same loss.


 


5.15
Effect of Investigation. The right to indemnification under Section 4.7 shall not be
affected by any investigation or audit conducted prior to or after Closing or the knowledge of any party of any breach of a representation
or warranty or covenant by any other party at any time. Each party shall have the right, irrespective of any knowledge or investigation,
to rely fully on the representations and warranties and covenants of the other parties herein and the other Transaction Documents.


 


(Signature
Pages Follow)


 




    	 	22	 



     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date indicated on the signature page.


 


	BARFRESH FOOD GROUP inc.	 	Address
    for Notice:
	 	 	 	 
	 	 	 	BARFRESH
    FOOD GROUP, inc.
	 	 	 	8383
    Wilshire Boulevard, Suite 750
	By:	 	 	Beverly
    Hills, CA 90211
	Name: 	Joseph Tesoriero	 	Attention:	Riccardo Delle Coste, 
	Title: 	Chief Financial Officer	 	 	Chief Executive Officer 
	 	 	 	Email:	riccardo@barfresh.com 
	 	 	 	Facsimile: 	(310) 295-2432
	 	 	 	 
	Unibel	 	Address
    for Notice:
	 	 	 	 
	 	 	 	UNIBEL
	 	 	 	2,
    allée de Longchamp
	 	 	 	92150
    Suresnes 
	 	 	 	FRANCE
	By:	 	 	Attention: 	Isabelle Ortiz-Cochet
	Name: 	Florian Sauvin	 		Chief Investment Officer
	Title:	 Member of the management board	 	 
	 	 	 	Email:
    iortizcochet@groupe-bel.com 
	 	 	 	Facsimile:
    +33 1 84 02 70 69


 




    	 	23	 



     


    


 


DISCLOSURE
SCHEDULES


 


Any
disclosure made by the Company in this Disclosure Schedule shall constitute an exception or responsive information, as the context
requires, to the representation and warranties, covenants or agreements of the Company contained in the Agreement. Inclusion of
any item in this Disclosure Schedule shall not constitute an admission that a violation, right of termination, default, liability,
or other obligation of any kind exists with respect to such item, but rather is intended only to qualify the representations and
warranties, covenants or agreements of the Company contained in the Agreement. The inclusion of any item in this Disclosure Schedule
shall not be deemed an admission that such item is a material fact, event, or circumstance or that such item has had or would
be reasonably likely to have a material adverse effect on the Company. Any matter disclosed in one schedule shall also be deemed
to constitute an exception to all other representations and warranties, covenants or agreements of the Company in the Agreement
to which such disclosure reasonably relates. Any appendices or exhibits attached to this Disclosure Schedule form an integral
part of the sections or subsections of this Disclosure Schedule into which they are incorporated by reference for all purposes
as if fully set forth in this Disclosure Schedule, including for purposes of cross-application to other sections or subsections
of this Disclosure Schedule to the extent that it is reasonably apparent such appendices or exhibits apply to such other sections
or subsections of this Disclosure Schedule.


 


Matters
set forth in this Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in this
Disclosure Schedule. Such additional matters are set forth for informational purposes, and this Disclosure Schedule does not necessarily
include other matters of a similar nature. In no event shall the listing of such matters in this Disclosure Schedule be deemed
or interpreted to broaden or otherwise amplify the Company representations and warranties, covenants or agreements contained in
the Agreement, and nothing in this Disclosure Schedule shall influence the construction or interpretation of any of the representations
and warranties, covenants or agreements contained in the Agreement. The captions contained in this Disclosure Schedule are for
reference purposes only and do not form a part of this Disclosure Schedule.


 





 



 


Schedule
3.1(g)


 


As
of the date of the Agreement, the Company’s capitalization includes 130,768,333 shares of Common Stock, on a fully diluted
basis, including 100,891,304 shares of Common Stock, 23,416,029 shares of Common Stock issuable upon exercise of warrants, 5,011,000
shares of Common Stock issuable upon exercise of options and 1,450,000 shares of restricted Common Stock.


 




    	 	24	 



     


    


 


EXHIBIT
A


 


See
attached Form of Investor Rights Agreement


 




    	 	25	 



     


    


 


EXHIBIT
B


 


See
attached Form of Warrant


 




    	 	26