AMENDMENT
TO EMPLOYMENT AGREEMENT


 


THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is effective as of April 1, 2019 (“Effective Date”) by
and between Barfresh Food Group, Inc., a Delaware corporation (the “Company”) and Joseph S. Tesoriero (“Executive”).


 


WHEREAS,
the Company and Executive entered into that certain Employment Agreement, dated May 18, 2015 (the “Original Agreement”).
The Original Agreement, as amended by this Amendment, shall be referred to herein as the “Agreement”;


 


WHEREAS,
the Company and Executive desire to amend the Original Agreement to account for the change of Executive’s position from
full time to part time; and


 


WHEREAS,
the Company and Executive have agreed to amend the Original Agreement pursuant to this Amendment.


 


NOW,
THEREFORE, in consideration of the covenants, promises, representations and warranties set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, intending to be legally bound
hereby, the parties agree as follows:


 


1.
Title. As of the Effective Date, Executive will continue with his duties as Chief Financial Officer. Job duties may vary
depending on Company needs in light of Executives reduced time commitments as set forth below. Executive will not, during the
term of his employment, engage, directly or indirectly, in any business, enterprise, or employment that is directly competitive
with the Company’s business of developing, distributing or marketing compounds or technologies for the manufacture and distribution
of smoothies, or smoothie-like beverages, in the United States or elsewhere, nor take any position or perform any functions of
a Chief Financial Officer for any other publically traded company or any organization where such a role is publicly disclosed
, which is either competitive or non-competitive to the Company.


 


2.
Change in Compensation Structure. As of Effective Date and continuing thereafter, Executive’s compensation under
the Original Agreement shall be modified as follows:


 


	 	2.1	Base
    Salary. The Base Salary shall be $116,000 (“Base Salary”), which amount will be paid to Executive in accordance
    with the Company’s policies as in effect from time to time for executives of the Company, subject to standard payroll
    deductions, if any. Further, the Base Salary is no longer subject to a five percent (5%) annual contractual increase. In light
    of the reduction in pay, Executive shall devote approximately 40% of his working time to his revised job duties. The parties
    understand and agree that the 40% time commitment is an average over time, and not a weekly or daily commitment. The parties
    agree to revisit this aspect after three months to ensure that the time commitment is matching the reduced salary amount.
    
	 	 	 
	 	2.2	Other
    Matters. Subsections 3(b) and 3(c) (iii) (2) are hereby deleted from the Original Agreement 


 


	 	2.2.1
    Options. All stock options and restricted stock grants previously granted that are set forth in the chart below will continue
    to vest as per the Original Agreement. Notwithstanding anything contained in the Original Agreement or applicable option agreement,
    Executive shall have up to two (2) years from the date of termination to exercise any vested BRFH options, but in no event
    shall such extension extend the option beyond its original term. 


 






    	 



    	 



    




 


	Grant
    Date	 	Amount
    of Shares 

underlying 

Options	 	Vesting
    Date
	May
    28, 2015 	 	500,000
    	 	50%
    on second anniversary 

50% on third anniversary 
	May
    27, 2016 	 	175,000
    	 	Pro-rata
    over three years 
	November
    25, 2016 	 	54,567
    	 	Pro-rata
    over three years 
	July
    5, 2017 	 	300,000
    	 	Pro-rata
    over three years 
	September
    15, 2017 	 	175,000
    	 	Pro-rata
    over three years 
	September
    26, 2018 	 	250,000
    	 	Pro-rata
    over three years 
	November
    25, 2016 	 	54,133
    restricted stock 	 	Pro-rata
    over three years 


 


	 	2.2.2	Health
    Insurance. Executive will continue to participate in health benefits provided by the Company during the Term as to those
    generally made available to the employees of the Company at the same level of Executive. 


 


3.
Vacation. Executive shall accrue 6 vacation days per calendar year as of the Effective Date.


 


4.
Defined Terms; Interpretation. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed
to them in the Original Agreement, all defined terms used in this Agreement shall apply to the Original Agreement. In the event
of any conflict between the provisions of the Original Agreement and the provisions of this Amendment, the provisions of this
Amendment shall control.


 


5.
Counterparts. This Amendment may be executed in any number of counterparts (including any facsimile counterparts), each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first set forth above.


 


BARFRESH
FOOD GROUP, INC.


 


	By:	/s/
    Riccardo Delle Coste 	 
	Name:	Riccardo
    Delle Coste 	 
	Its:	Chief
    Executive Officer 	 


 


	/s/
    Joseph S. Tesoriero	 
	Joseph
    S. Tesoriero, an individual