NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
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 SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


BARFRESH
FOOD GROUP Inc.


 


SERIES
C WARRANT TO PURCHASE COMMON STOCK


 


	Warrant
    No. C-_______	 	Issuance
    Date: ______, 2013 


 


Barfresh
Food Group Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, ____________________, the registered holder hereof or its
permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, upon exercise of this Series C Warrant to Purchase Common Stock (including
any Series C Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”),
at any time or times on or after the Issuance Date set forth above (“Issuance Date”), but not after 11:59 p.m., New
York time, on the Expiration Date (as defined below), July __, 2016 (subject to adjustment as provided herein) fully paid
and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”).


 


This
Warrant is issued pursuant to that certain Subscription Agreement, dated ________, 2013 by and among the Company and the Investors
signatory thereto identified therein (the “Subscription Agreement”). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in the Subscription Agreement.


 






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1.
Exercise of Warrant.


 


(a)
Mechanics of Exercise. 


 


(i)
Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(e)),
the purchase rights represented by this Warrant are exercisable by the Holder in whole or in part at any time, or from time to
time, by the surrender of this Warrant and the Notice of Exercise annexed hereto as Exhibit A duly completed and executed
on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice
in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment (i) in cash or by check
acceptable to the Company, or (ii) by cashless exercise as set forth in Section 1(a)(ii), below, of the purchase price of the
shares to be purchased.


 


(ii)
This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for
exercise as provided above and payment of the Exercise Price if exercised for cash, and the person entitled to receive the shares
of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the
close of business on such date (the “Exercise Date”). As promptly as practicable on or after the Exercise Date,
but in no event more than three (3) business days thereafter (the “Warrant Share Delivery Date”), the Company
at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for
the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense
will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.


 


(iii)
The Holder, at its option, may exercise this Warrant in a cashless exercise transaction pursuant to this subsection (c) (a “Cashless
Exercise”). In order to effect a Cashless Exercise, the Holder shall surrender this Warrant at the principal office of the
Company together with an Exercise Form, completed and executed, indicating Holder’s election to effect a Cashless Exercise,
in which event the Company shall issue Holder a number of shares of Common Stock computed using the following formula:


 


X
= Y (A-B)/A


 


where:
X = the number of shares of Common Stock to be issued to Holder.


 


Y
= the number of shares of Common Stock for which this Warrant is being Exercised.


 






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A
= the Market Price of one (1) share of Common Stock (for purposes of this Section 1(c), where “Market Price,” means
the Volume Weighted Average Price (as defined herein) of one (1) share of Common Stock during the ten (10) consecutive Trading
Day period immediately preceding the Exercise Date.


 


B
= the Exercise Price.


 


As
used herein, the “Volume Weighted Average Price” for any security as of any date means the volume weighted average
sale price on The NASDAQ Global Market (“NASDAQ”) as reported by, or based upon data reported by, Bloomberg Financial
Markets or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by holders of a majority
in interest of the Warrants and the Company (“Bloomberg”) or, if NASDAQ is not the principal trading market for such
security, the volume weighted average sale price of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for such
security, then the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported
for such security by Bloomberg, the average of the bid prices of any market makers for such security that are listed in the over
the counter market by the Financial Industry Regulatory Authority, Inc. or in the “pink sheets” by the Pink OTC Market,
Inc. If the Volume Weighted Average Price cannot be calculated for such security on such date in the manner provided above, the
volume weighted average price shall be the fair market value as determined in good faith by the Company’s Board of Directors.
“Trading Day” shall mean any day on which the Common Stock is traded for any period on NASDAQ, or on the principal
securities exchange or other securities market on which the Common Stock is then being traded.


 


For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issued
upon Exercise of this Warrant in a Cashless Exercise transaction shall be deemed to have been acquired at the time this Warrant
was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issued upon Exercise
of this Warrant in a Cashless Exercise transaction shall be deemed to have commenced on the date this Warrant was issued.


 


In
the case of a dispute as to the determination of the closing price or the Volume Weighted Average Price of the Company’s
Common Stock or the arithmetic calculation of the Exercise Price or Market Price, the Company shall submit the disputed determinations
or arithmetic calculations via facsimile within four (4) business days of receipt, or deemed receipt, of the Exercise Notice,
or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree
upon such determination or calculation within two (2) business days of such disputed determination or arithmetic calculation being
submitted to the Holder, then the Company shall, within two (2) business days submit via facsimile (i) the disputed determination
of the closing price or the Volume Weighted Average Price of the Company’s Common Stock to an independent, reputable investment
bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld or delayed or (ii)
the disputed arithmetic calculation of the Exercise Price, Market Price to the Company’s independent, outside accountant,
or another accounting firm of national standing selected by the Company. The Company shall cause the investment bank or the accountant,
as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later
than the later of (i) five (5) business days from the time it receives the disputed determinations or calculations or (ii) five
(5) business days from the selection of the investment bank and accounting firm, as applicable. Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 






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(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.25, subject to adjustment as provided
herein.


 


(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue to
the Holder within the later of (i) three (3) Trading Days after receipt of the applicable Exercise Notice (or four (4) Trading
Days if the Exercise Notice is delivered after 5:00 P.M., New York City time, on the Exercise Date) and (ii) two (2) Trading Days
after the Company’s receipt of the Aggregate Exercise Price (or three (3) Trading Days if the Company receives the Aggregate
Exercise Price after 5:00 P.M., New York City time, on the Exercise Date) (such later date, the “Share Delivery Deadline”),
a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock
on the Company’s share register or to credit the Holder’s balance account with DTC for such number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be), and if after such
Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares
of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such exercise that the Holder
so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall,
within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the
Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect,
or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue
and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to
which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such shares of Common
Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates
representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder
in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied
by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable
Exercise Notice and ending on the date of such issuance and payment under this clause (ii).


 


 






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(d)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of
Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant
Shares that are not disputed and resolve such dispute in accordance with Section 12.


 


(e)
Limitations on Exercises. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable
by the Holder hereof to the extent (but only to the extent) that the Holder together with any of its affiliates would beneficially
own in excess of 9.99% (the “Maximum Percentage”) of the Common Stock after giving effect to such exercise
and as a result of such exercise. To the extent the above limitation applies, the determination of whether this Warrant shall
be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates)
and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum
Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange
(as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability
of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph,
beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage
ownership) shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms
of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum
Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder
of this Warrant. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue
of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation,
pursuant to this Warrant or securities issued pursuant to the Subscription Agreement. By written notice to the Company, any Holder
may increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that (i) any such increase
will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease
will apply only to the Holder sending such notice and not to any other holder of the Warrants. At any time when this Warrant,
in its entirety or a portion thereof, is not exercisable by Holder in accordance with the Maximum Percentage limitation described
above, Holder may not assign or otherwise transfer this Warrant in its entirety (in the event that the entirety of the Warrant
is not exercisable as described) or the portion of this Warrant that is not exercisable as described (in the event that a portion
of this Warrant is not exercisable as described).


 







    	5



    	 



    




 


(f)
Insufficient Authorized Shares. The Company shall at all times keep reserved for issuance under this Warrant a number of shares
of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock hereunder (without
regard to any limitation otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable
upon exercise of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the
Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock
to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least a number of shares of Common Stock equal
to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants
then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the
Company shall promptly take all action necessary to increase the Company’s authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding. Without limiting
the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting
of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such
meeting, the Company shall provide each stockholder with a proxy statement or information statement and shall use its commercially
reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause
its board of directors to recommend to the stockholders that they approve such proposal.


 


Adjustment
of Exercise Price and Number of Warrant Shares. (a) If the Company, at any time on or after the Issuance Date, (i) pays a
stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied by a fraction (the “Adjustment Metric”)
of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of Warrant Shares
shall be divided by the Adjustment Metric. Any adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and
any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.


 






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2.
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as
may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not
increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then
in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any
of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares
of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the maximum number of shares of Common Stock
as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations
on exercise).


 


3.
Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as
a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as
the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise
of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company.


 


4.
Reissuance of Warrants.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 5(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 5(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 






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(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below
shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 5(d)) representing the right to
purchase the Warrant Shares then underlying this Warrant.


 


(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Warrant or Warrants (in accordance with Section 5(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for
fractional shares of Common Stock shall be given.


 


(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 5(a) or Section 5(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common
Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same
as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


5.
Registration Rights. The Holder is entitled to the benefit of certain registration rights with respect to this Warrant
and the Warrant Shares, pursuant to the Registration Rights Agreement. The Company shall prepare and, as soon as practicable,
but in no event later than the Filing Deadline, file with the SEC the Registration Statement on such applicable form covering
the resale of all of the Registrable Securities (subject to any cutbacks based on Rule 415 of the 1933 Securities Act). The Company
shall use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the applicable Effectiveness Date for such Registration Statement. Notices.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in
accordance with the Subscription Agreement. The Company shall provide the Holder with prompt written notice of all actions taken
pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.


 






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6.
Amendment and Waiver. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Holder. The Holder shall be entitled, at its option, to the benefit of any amendment
of any other similar warrant issued under the Subscription Agreement. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party.


 


7.
Severability. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 


8.
Governing Law. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State
of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.
Each of the Parties submits to the jurisdiction of any state or federal court sitting in the State of Delaware, in any action
or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may
be heard and determined in any such court. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit
or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the
Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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9.
Construction; Headings. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not
be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.


 


10.
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the
Bid Price or fair market value or the arithmetic calculation of the Warrant Shares (as the case may be), the Company or the Holder
(as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i)
within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as
the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving
rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may
be) of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the number of Warrant Shares (as the
case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company
or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed
determination of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value (as the case may be) to an independent,
reputable investment bank selected by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant (as the case may
be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder of the results no
later than ten (10) Business Days from the time it receives such disputed determinations or calculations (as the case may be).
Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all
parties absent demonstrable error. With regard to any conflict of methods for dispute resolution as described in this paragraph
compared to methods described in 1(a)(iii) above, the latter shall prevail and be the applicable method in that circumstance.


 


11.
Remedies, Characterization, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Warrant shall
be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or
in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right
of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants
to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts
set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts
to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company
(or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other
security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder
to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without
limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby
upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs
in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.


 






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12.
Transfer. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except
as may otherwise be required by the Subscription Agreement.


 


13.
Certain Definitions. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Common Stock” means the common stock, $0.000001 par value per share, of the Company.


 


(b)
“Convertible Securities” means any stock or other security (other than Options) that is at any time and under
any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the
holder thereof to acquire, any shares of Common Stock.


 


(c)
“Expiration Date” means the date that is the three (3) year anniversary of the Issuance Date or, if such date
falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next date that is not a Holiday.


 


(d)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(e)
“Per Share Market Value” means on any particular date (a) the last closing bid price per share of the Common
Stock on such date on the OTC Bulletin Board or any registered national stock exchange on which the Common Stock is then listed,
or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest
preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock
exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin
Board or by Pink OTC Markets Inc. or similar organization or agency succeeding to its functions of reporting prices) at the close
of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or by Pink OTC Markets Inc.
(or similar organization or agency succeeding to its functions of reporting prices), then the average of the “Pink Sheet”
quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded
the fair market value of a share of Common Stock as determined by the Board.


 






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(f)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(g)
“Principal Market” means the OTC Bulletin Board.


 


(h)
“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market
on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common
Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from
trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such
day is otherwise designated as a Trading Day in writing by the Holder.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set out above.


 


	 	BARFRESH
    FOOD GROUP Inc.
	 	 
	 	By:	 
	 	Name:	Riccardo
    Delle Coste
	 	Title:	Chief
    Executive Officer


 






    	 



    	 



    


 






EXHIBIT
A


 


EXERCISE
NOTICE


 


BARFRESH
FOOD GROUP Inc.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of Barfresh Food Group Inc., a Delaware corporation (the “Company”), evidenced by Series C Warrant to Purchase
Common Stock No. _______ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.


 


1.
Payment of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the
Company in accordance with the terms of the Warrant.


 


2.
Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________
Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following
address:


_______________________


_______________________


_______________________


_______________________


 


	Date:	 	 	 
	 	 	 	Registered
    Holder
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 	 


 






    	 



    	 



    


 


EXHIBIT
B


 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares
of Common Stock in accordance with the Transfer Agent Instructions dated ______________, from the Company and acknowledged and
agreed to by _______________.


 


	Date:	 	 	BARFRESH
    FOOD GROUP Inc.
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title: