Barfresh Food Group (BRFH) investor relations material

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to increase authorized common stock from 23,000,000 to 35,000,000, with no change to preferred stock authorization.

• The amendment aims to provide sufficient shares for convertible notes, warrants, and equity incentive plans.

• Affirmative vote of the majority of votes present and entitled to vote is required for approval.

• Directors are elected by plurality vote; auditor ratification and the amendment are considered routine matters for broker voting.

• Board recommends voting in favor of the authorized share increase.

Board of directors and corporate governance

• Directors and executive officers have no substantial interests in the share increase proposal except for their own share ownership.

Shareholder rights and capital structure

• Increasing authorized shares will not affect the rights or voting power of existing common stockholders.

• The increase will result in higher annual franchise taxes paid to Delaware.