Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2024

BRANCHOUT FOOD INC.

(Exact name of registrant as specified in its charter)

Nevada	001-41723	87-3980472
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

205 SE Davis Avenue, Bend Oregon		97702
(Address of principal executive offices)		(Zip Code)

(844) 263-6637

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BOF		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Convertible Note Financing

On July 15, 2024, BranchOut Food Inc. (the “Company”), entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, pursuant to which Mr. Kaufman agreed to purchase from the Company, in a private placement (i) a 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000 (the “Convertible Note”), convertible into shares of the Company’s common stock, par value $.0001 per share (“Common Stock”) at a fixed price of $0.7582 per share of Common Stock, a (ii) a warrant to purchase 1,000,000 shares of Common Stock at an exercise price of $1.00 per share (the “$1.00 Warrant”), and (iii) a warrant to purchase 500,000 shares of Common Stock at an exercise price of $1.50 per share (the “$1.50 Warrant” and, together with the $1.00 Warrant, the “Warrants” and together with the Convertible Note, the “Purchased Securities”), in consideration of an initial loan in the principal amount of $2,000,000 to be made to the Company under the Convertible Note on the “Initial Closing Date” (as defined in the SPA), subject to the terms and conditions thereof. On July 19, 2024, the Company, Mr. Kaufman and Kaufman Kapital LLC entered into an amendment to the SPA (the “SPA Amendment”), which among other things, replaced Mr. Kaufman with Kaufman Kapital LLC as the “Investor” under the SPA.

The SPA

Pursuant to the SPA, the Investor has agreed to make an additional loan to the Company under the Convertible Note in the amount of up to $1,400,000 upon the satisfaction of certain conditions, including EnWave Corporation completing the manufacture of a new dehydration machine for the Company, and the Company’s manufacturing facility in Peru having exported product expected to generate revenues of at least $100,000 and receipt of the approval of its shareholders as described below. The SPA also requires the Company to (A) seek the approval of its shareholders, in accordance with Listing Rules 5635(b) and 5635(d) of The Nasdaq Stock Market, Inc., as such may be applicable, so as to permit the Investor to (i) acquire more than 19.9% of the Company’s outstanding shares of Common Stock upon conversion of the Convertible Note, and (ii) exercise the Warrants, and (B) register the shares of Common Stock underlying the Convertible Note and Warrants under the Securities Act of 1933, as amended, upon demand made by the Investor following such date as the Investor holds at least 2,000,000 shares of Common Stock. The SPA also includes conditions to closing, representations and warrantees, covenants, and other terms and conditions customary in transactions of this nature.

The Convertible Note

The Convertible Note matures on the earlier of (i) December 31, 2025, (ii) the sale by the Company of $5,000,000 of equity or debt securities in a single transaction or series of related transactions (excluding certain specified transactions), or (iii) the closing of a change of control transaction as provided in the Convertible Note. Loans outstanding under the Convertible Note bear interest at an initial rate of 12% per annum, and together with accrued principal are convertible into Common Stock, provided that the holder may not convert amounts outstanding under the Convertible Note into Common Stock until the Company has obtained the approval of its shareholders for such conversion in accordance with Listing Rule 5635(b) and 5635(d) of The Nasdaq Stock Market, Inc., as applicable, to the extent that, at such time, such approval is required under such Listing Rules for such conversion.

The Company’s obligations under the Convertible Note will be secured by a lien granted to the Investor on substantially all of the Company’s assets pursuant to a Security Agreement to be entered between the Company and the Investor. In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

The Warrants

The Warrants are exercisable until December 31, 2025, provided that the Warrants may not be exercised until the Company has obtained the approval of its shareholders to the exercise of the Warrants in accordance with Listing Rules 5635(b) and 5635(d) of The Nasdaq Stock Market, Inc.

The information set forth above is qualified in its entirety by reference to the actual terms of the SPA, the SPA Amendment, the Convertible Note and the Warrants, which have been filed as Exhibits 10.1, 10.2, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.

Unit Offering of Common Stock and Warrants

On July 15, 2024, the Company entered into Subscription Agreements (the “Subscription Agreements”) with three investors, consisting of Eric Healy, the Company’s Chief Executive Officer; an affiliate of John Dalfonsi, the Company’s Chief Financial Officer; and another officer of the Company, pursuant to which such investors agreed to purchase $525,000 of “Units” from the Company, each Unit consisting of (i) 100 shares of Common Stock, and (ii) a warrant to purchase 125 shares of Common Stock over the following ten years at an exercise price of $1.00 per share (the “Investor Warrants”), at a purchase price per Unit equal to $75.82. The Investor Warrants may not be exercised until the Company has obtained the approval of its shareholders to the exercise of the Investor Warrants in accordance with Listing Rule 5635(c) and 5635(d) of The Nasdaq Stock Market, Inc. The closing of the sale of the Units under the Subscription Agreements is expecting to occur on or about the same day as the Initial Closing under the SPA.

The information set forth above is qualified in its entirety by reference to the actual terms of the Subscription Agreement and Investor Warrants, forms of which have been filed as Exhibits 10.3, and 4.4, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit 4.1	Form of 12% Senior Secured Convertible Promissory Note of the Company in the principal amount of up to $3,400,000 issuable under Securities Purchase Agreement dated July 15, 2024

Exhibit 4.2	Form of $1.00 Warrant issuable under Securities Purchase Agreement dated July 15, 2024

Exhibit 4.3	Form of $1.50 Warrant issuable under Securities Purchase Agreement dated July 15, 2024

Exhibit 4.4	Form of Warrant issuable under Subscription Agreement dated July 15, 2024

Exhibit 10.1	Securities Purchase Agreement, dated July 15, 2024, between the Company and Daniel L. Kaufman

Exhibit 10.2	Amendment to Securities Purchase Agreement, dated July 19, 2024, by and among the Company, Daniel L. Kaufman and Kaufman Kapital LLC

Exhibit 10.3	Unit Subscription Agreement of the Company, dated July 15, 2024

Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BranchOut Food Inc.

Date: July 19, 2024	By:	/s/ Eric Healy
		Eric Healy, Chief Executive Officer

Exhibit 4.1

THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

BRANCHOUT FOOD INC.

12% Senior Secured Convertible Promissory Note

$3,400,000

July __, 2024 (the “Issue Date”)

FOR VALUE RECEIVED, BRANCHOUT FOOD, INC., a Nevada corporation (the “Company”) with its principal executive office at 205 SE Davis Ave., Suite C, Bend, Oregon 97702, promises to pay to the order of Kaufman Kapital LLC, a Delaware limited liability company, or its registered assigns (the “Holder” or “Payee”), the principal amount of Three Million Four Hundred Thousand Dollars ($3,400,000), or such lesser amount as shall equal the aggregate unpaid principal amount of the loans made by Payee to the Company hereunder (the “Principal Amount”), together with interest on such Principal Amount, on the earlier of (i) December 31, 2025, (ii) the closing by the Company of the next sale (or series of related sales), of equity or debt securities in which the Company receives aggregate gross proceeds of at least Five Million Dollars ($5,000,000.00) (which shall exclude the financing under the Securities Purchase Agreement, and pursuant to the $525,000 offering of common stock and warrants consummated on or after July 15, 2024 and on or prior to the date hereof and any refinancing of existing indebtedness), or (iii) (x) the sale of more than 50% of the total outstanding equity of the Company in a non-public sale, (y) any merger, share exchange, consolidation or other reorganization or business combination of the Company if immediately after such transaction either (I) persons who were directors of the Company immediately prior to such transaction do not constitute at least a majority of the directors or other comparable control group of the surviving entity immediately after such transaction, or (II) persons who hold a majority of the voting equity of the surviving entity immediately after such transaction are not persons who directly or indirectly held a majority of the voting equity of the Company immediately prior to such transaction, or (z) the sale or exclusive license of substantially all of the assets of the Company (the earliest of such dates being the “Maturity Date”). Interest on this Senior Secured Convertible Promissory Note (this “Note”) shall accrue on the Principal Amount outstanding from time to time at a rate per annum computed in accordance with Section 2 hereof. This Note evidences an initial loan made by the Payee to the Company in the amount of $2,000,000 on the Issue Date pursuant to the Securities Purchase Agreement (as defined below), and may evidence up to an additional $1,400,000 in loans to be made by the Holder following the date hereof pursuant to the Securities Purchase Agreement.

This Note has been issued pursuant to a Securities Purchase Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “Securities Purchase Agreement”) entered into between the Company and the Payee, and is secured by a Security Agreement (as amended, supplemented, restated or otherwise modified from time to time the “Security Agreement”) covering certain collateral (the “Collateral”), and the intercreditor agreement executed in connection therewith, all as more particularly described and provided therein, and is entitled to the benefits thereof. The Security Agreement and any and all other documents executed and delivered by the Company under which Payee is granted liens, or liens are perfected, on assets of the Company in connection with the transactions contemplated by the Securities Purchase Agreement are collectively referred to as the “Security Documents.” Unless otherwise defined in this Note, capitalized terms used herein shall have the meanings set forth in the Securities Purchase Agreement.

1. Principal Repayment

A. Optional Prepayment. Subject to Section 1B, at any time from and after the date on which Shareholder Approval has been obtained by the Company, the Company may prepay this Note, without premium or penalty, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid.

B. Notice of Prepayment. Before the Company shall be permitted to prepay this Note pursuant to 1A hereof, the Company shall provide ten (10) Business Days prior notice to the Payee of its intent to make such prepayment, which notice shall state the date and amount of such prepayment (the “Prepayment Date”). The Payee shall have the option at any time prior to the Prepayment Date to elect to convert this Note pursuant to Section 5 below.

2. Computation and Payment of Interest.

A. Base Interest Rate. Subject to Sections 2B and 2C below, the outstanding Principal Amount shall bear interest at the rate of twelve (12%) percent per annum (the “Initial Interest Rate”); provided that, subject to Sections 2B and 2C below, outstanding Principal Amount shall bear interest at a rate equal to the sum of the Initial Interest Rate plus six percent (6.0%) per annum, commencing on January 1, 2025, if Shareholder Approval has not been obtained by the Company on or before December 31, 2024.

B. Default Interest. Upon the occurrence an Event of Default (as defined below), the rate of interest applicable to the unpaid Principal Amount shall be increased to twenty four percent (24%) per annum, until such time as such Event of Default has been cured. It is understood and agreed that such interest rate is payable upon demand and is not a penalty.

C. Maximum Rate. In the event that it is determined that, under the laws relating to usury applicable to the Company or the indebtedness evidenced by this Note (“Applicable Usury Laws”), the interest charges and fees payable by the Company in connection herewith or in connection with any other document or instrument executed and delivered in connection herewith cause the effective interest rate applicable to the indebtedness evidenced by this Note to exceed the maximum rate allowed by law (the “Maximum Rate”), then such interest shall be recalculated for the period in question and any excess over the Maximum Rate paid with respect to such period shall be credited, without further agreement or notice, to the Principal Amount outstanding hereunder to reduce said balance by such amount with the same force and effect as though the Company had specifically designated such extra sums to be so applied to principal and the Payee had agreed to accept such extra payment(s) as a premium-free prepayment. All such deemed prepayments shall be applied to the principal balance payable at maturity. In no event shall any agreed-to or actual exaction as consideration for this Note exceed the limits imposed or provided by Applicable Usury Laws in the jurisdiction in which the Company is resident applicable to the use or detention of money or to forbearance in seeking its collection in the jurisdiction in which the Company is resident.

D. Payment of Interest. Interest shall accrue and be paid in lump-sum payment on the Maturity Date (or any earlier date of payment).

3. Covenants of Company.

A. Affirmative Covenants. The Company covenants and agrees that, so long as this Note shall be outstanding, unless it has otherwise obtained the prior written consent of the Holder, it will perform the obligations set forth in this Section 3A:

(i) Taxes and Levies. The Company will promptly pay and discharge all taxes, assessments, and governmental charges or levies imposed upon the Company or upon its income and profits, or upon any of its property, before the same shall become delinquent, as well as all claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that the Company shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and the Company shall set aside on its books adequate reserves in accordance with generally accepted accounting principles with respect to any such tax, assessment, charge, levy or claim so contested, so long as no liens arise in connection with any non-payment;

(ii) Maintenance of Existence. The Company will do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its corporate existence, all necessary rights and franchises and comply in all material respects with all laws applicable to the Company;

(iii) Notice of Certain Events. The Company will give prompt written notice (with a description in reasonable detail) to the Payee of the occurrence of any Event of Default or any event which, with the giving of notice or the lapse of time, would constitute an Event of Default;

(iv) The Company will promptly provide to the Holder all information pertaining to the Company, and its properties, operations and business, or related to this Note and the documents, instruments and agreements in connection therewith, reasonably requested by Holder from time to time;

(v) The Company shall provide a copy of all materials sent to the Board of Directors, and to the holders of indebtedness. At the request of the Holder, the Company shall allow the Holder to be or appoint a board observer to attend and observe all board meetings;

(vi) The Company will duly and punctually pay and/or perform its obligations under this Note;

(vii) The Company will preserve and maintain its existence and all of its leases, privileges, franchises, qualifications and rights that are necessary or useful in the ordinary conduct of its business, and conduct its business as presently conducted in an orderly and efficient manner in accordance with good business practices;

(viii) Holder shall be entitled to receive, as soon as available, and in any event within 45 days after the end of each fiscal quarter, reviewed consolidated balance sheets of the Company and its subsidiaries, unaudited consolidated statements of income, cash flows, and stockholders’ equity for each such quarterly period and for the current fiscal year to date, all in reasonable detail and all prepared in accordance with GAAP, consistently applied (subject to normal year-end audit adjustments and the absence of notes thereto); provided that the Company shall have satisfied this obligation by timely filing with the SEC its Quarterly Reports on Form 10-Q;

(ix) Holder shall be entitled to receive, as soon as available, and in any event within ninety (90) days of the end of each fiscal year, reviewed consolidated balance sheets of the Company and its subsidiaries as at the end of each such fiscal year and reviewed consolidated statements of income, cash flows, and stockholders’ equity for such fiscal year, in each case setting forth in comparative form the figures for the previous fiscal year, of certified public certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby; provided that the Company shall have satisfied this obligation by timely filing with the SEC its Annual Reports on Form 10-K;

(x) Upon reasonable notice from Holder, the Company at Company’s expense shall, and shall cause its directors, officers, and employees to, afford Holder and its representatives reasonable access during normal business hours to (i) the properties, offices, plants, and other facilities of the Company and its subsidiaries, (ji) the corporate, financial and similar records, reports, and documents of the Company and its subsidiaries, and (iii) the officers, senior employees, and public accountants of the Company and its subsidiaries, and to afford Holder and its representatives the opportunity to discuss and advise on the affairs, finances, and accounts of the Company and its subsidiaries with their officers, senior employees, and public accountants (and the Company hereby authorizes said accountants to discuss with Holder and its representatives such affairs, finances, and accounts);

(xi) Upon Holder’s request, not later than thirty (30) days prior to the commencement of each fiscal year, the Company shall prepare and provide to Holder an annual operating budget for the Company and its subsidiaries in detail for the upcoming fiscal year, including capital and operating expense budgets, cash flow projections, and projected income and profit and loss projections, all itemized in reasonable detail; and

(xii) The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of a Warrant shares of Common Stock, as from time to time shall be issuable upon the exercise of such Warrant. The Company covenants and agrees that all such shares of Common Stock that may be issued upon the exercise of the rights represented by such Warrant will, upon issuance, be duly authorized, validly issued, fully paid (assuming payment of the exercise price by Holder) and nonassessable and free from all preemptive rights and free of all taxes, liens and charges with respect to the issue thereof. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the securities of the Company may be listed.

B. Negative Covenants. The Company covenants and agrees that, so long as this Note shall be outstanding, unless it has otherwise obtained the prior written consent of the Holder, it will perform the obligations set forth in this Section 3B:

(i) Liquidation, Dissolution. The Company will not liquidate or dissolve, consolidate with, or merge into or with, any other corporation or other entity without the prior written consent of Payee;

(ii) Sales of Assets. The Company will not, other than in the ordinary course of business, sell, transfer, lease or otherwise dispose of, or grant options, warrants or other rights with respect to, its properties or assets material to the Company’s business to any person or entity;

(iii) Indebtedness. The Company will hereafter not create, incur, assume or suffer to exist, contingently or otherwise, any indebtedness, provided, that this covenant shall not apply to (w) the Senior Secured Notes of the Company outstanding on the date hereof (it being expressly agreed that the issuance of any additional Senior Secured Notes shall require the Holder’s consent), (x) the Company’s indebtedness to the United States Small Business Administration (“SBA”) pursuant to a $34,500 Promissory Note issued to the SBA, (y) capitalized leases approved in advance by Holder, or (z) purchase money indebtedness approved in advance by Holder (secured solely by Liens on the equipment or assets leased or purchased);

(v) Negative Pledge. The Company will not hereafter create, incur, assume or suffer to exist any mortgage, pledge, hypothecation, assignment, security interest, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any financing lease) (each, a “Lien”) upon any of its property, revenues or assets, whether now owned or hereafter acquired, except any of the following (collectively, “Permitted Liens”):

(a) Liens existing on the date hereof in favor of holders of the Company’s Senior Secured Promissory Notes, which are pari passu with or junior to the Lien of the Holder securing the Company’s obligations under this Note;

(b) Liens granted to secure indebtedness incurred (i) that is permitted under Section 3B(iii) above, (ii) to finance the acquisition (whether by purchase or capitalized lease) of tangible assets or (iii) under equipment leases or purchase money indebtedness, but in each case, only on the assets acquired with the proceeds of such indebtedness;

(c) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(d) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue ; and

(e) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits;

(vi) Dividends. The Company will not declare or pay any dividends or distributions on its outstanding capital stock;

(vii) Affiliate Transactions. The Company will not enter into or suffer to exist any transaction with any employee, officer, director, shareholder of the Company or any affiliate of the Company except transactions in the ordinary course of business on arms’ length terms; and

(viii) Claims. The Company will not waive any material term of a material contract, instrument or agreement or enter into or modify any material contract, instrument or agreement, or bring or settle any material claim or litigation, without the prior consent of the Holder.

4. Events of Default.

If any of the following events shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation by law or otherwise) (each, an “Event of Default”):

(i) Non-Payment of Obligations. The Company shall default in the payment of the principal of this Note as and when the same shall become due and payable (whether by acceleration or otherwise) or shall fail to pay accrued interest on this Note within five (5) business days of when the same shall become due and payable (whether by acceleration or otherwise);

(ii) Non-Performance of Affirmative Covenants. The Company shall default in the due observance or performance of any covenant set forth in Section 3A;

(iii) Non-Performance of Negative Covenants. The Company shall default in the due observance or performance of any covenant set forth in Section 3B;

(iv) Bankruptcy, Insolvency, Etc. The Company (or any of its subsidiaries) shall:

(a) admit in writing its inability to pay its debts as they become due;

(b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Company or any of its property, or make a general assignment for the benefit of creditors;

(c) in the absence of such application, consent or acquiesce in, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Company or for any part of its property;

(d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Company, and, if such case or proceeding is not commenced by the Company or converted to a voluntary case, such case or proceeding shall be consented to or acquiesced in by the Company or shall result in the entry of an order for relief; or

(e) take any corporate or other action authorizing, or in furtherance of, any of the foregoing;

(v) Cross-Default. The Company shall default in the payment when due, or otherwise default in the performance, after the expiration of any applicable grace period, of any amount payable under the Existing Notes Documents, or any other obligation of the Company for money borrowed (including capital leases and purchase money financing) in excess of $100,000, or there occurs any “event of default” or similar circumstance or event entitling the holder thereof to accelerate the obligations thereunder or to exercise rights and remedies, or the Existing Notes Documents become due and payable prior to the payment in full of the obligations hereunder;

(vi) Other Breaches, Defaults. The Company shall default or be in breach of any term or provision of this Note, any other Transaction Document (as defined in the Securities Purchase Agreement), or any representation or warranty made by the Company to the Payee in any Transaction Document shall be materially false or misleading;

(vii) Security Documents. The Security Documents shall fail to create a valid and perfected Lien in and to any Collateral or if the Company or any grantor breaches the terms thereof; or

(viii) Intercreditor Agreement. The Company shall make any payment with respect to the obligations under the Existing Notes Documents, or shall have permitted any of its Subsidiaries to make any such payment, except in compliance with the terms of the Intercreditor Agreement, or shall have amended any provision of any document evidencing such Existing Notes Documents, except in compliance with the terms of the Intercreditor Agreement, or amend any provision affecting the Holder’s rights contained in any documentation relating to the Existing Notes Documents, or if any party breaches or contests the validity of or of any material provision of the Intercreditor Agreement.

then, and in any such event, the Holder may take or cause to be taken any or all of the following actions, without prejudice to the rights of Payee to enforce its claims against the Company: (1) declare the principal of and any accrued interest and all other amounts payable under this Note to be due and payable, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company, (2) proceed to enforce or cause to be enforced any remedies provided under the Security Agreement, and (3) exercise any other remedies available at law or in equity, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Note; provided, that upon the occurrence of any Event of Default referred to in Section 4(iv) then (without prejudice to the rights and remedies specified in clause (3) above) automatically, without notice, demand or any other act by any Holder, the principal of and any accrued interest and all other amounts payable under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company, anything contained in this Note to the contrary notwithstanding. No remedy conferred in this Note upon any Holder is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereinafter existing at law or in equity or by statute or otherwise.

5. Conversion of Note.

A. Optional Conversion. The Holder of this Note shall have the option, at any time and from time to time, to convert all or any portion of the outstanding Principal Amount of this Note plus all accrued and unpaid interest thereon (such Principal Amount and accrued and unpaid interest to be so converted the “Conversion Amount”) into shares of common stock, par value $0.001 per share (“Common Stock”), of the Company at an initial conversion price per share equal to $0.7582 per share (the “Conversion Price”), subject to adjustment as provided in subsection 5E below. The shares of Common Stock issuable upon conversion of this Note at the Conversion Price are referred to herein as the “Conversion Shares.”

B. Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert any portion of this Note until the Company has obtained the approval of the shareholders of the Company for such conversion in accordance with Listing Rule 5635(b) and 5635(d) of The Nasdaq Stock Market, Inc., as applicable, to the extent that, at such time, such approval is required under such Listing Rules for such conversion.

C. Mechanics of Conversion.

(i) Before the Holder of this Note shall be entitled to convert this Note into shares of Common Stock pursuant to Section 5A, such holder shall give written notice to the Company in the form attached hereto as Annex A (“Conversion Notice”), at its principal corporate office, by email, or otherwise, of the election to convert the same and shall state therein the Conversion Amount and the name or names in which the certificate or certificates for shares of Common Stock are to be issued. On or before the third (3rd) business day following the date of receipt of a Conversion Notice, the Company shall issue and deliver to the address as specified in the Conversion Notice, a certificate (which may be in electronic form), registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled.

(ii) All Common Stock which may be issued upon conversion of the Note will, upon issuance, be duly issued, fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issuance thereof.

D. Authorized Shares. At all times the Company shall have authorized and shall have reserved a sufficient number of shares of Common Stock to provide for the conversion of the Notes at the then effective Conversion Price. Without limiting the generality of the foregoing, if, at any time, the Conversion Price is decreased, the number of shares of Common Stock authorized and reserved for issuance upon the conversion of this Note shall be proportionately increased.

E. Anti-Dilution Provisions. The Conversion Price in effect at any time and the number and kind of securities issuable upon the conversion of this Note shall be subject to adjustment from time to time upon the happening of certain events as follows:

(i) In case the Company shall hereafter (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.

(ii) Whenever the Conversion Price is adjusted pursuant to Subsection (i) above, the number of Conversion Shares issuable upon conversion of this Note shall simultaneously be adjusted by multiplying the number of Conversion Shares initially issuable upon conversion of this Note by the Conversion Price in effect on the date hereof and dividing the product so obtained by the Conversion Price, as adjusted.

(iii) In case of any reorganization, reclassification or change of the Common Stock (including any such reorganization, reclassification or change in connection with a consolidation or merger in which the Company is the continuing entity), or any consolidation of the Company with, or merger of the Company with or into, any other entity (other than a consolidation or merger in which the Company is the continuing entity), or of any sale of the properties and assets of the Company as, or substantially as, an entirety to any other person or entity, this Note shall thereafter be convertible into the kind and amount of stock or other securities or property receivable upon such reorganization, reclassification, change, consolidation, merger or sale by a Holder of the number of shares of Common Stock into which this Note would have been converted prior to such transaction. The provisions of this subsection (iii) shall similarly apply to successive reorganizations, reclassifications, changes, consolidations, mergers or sales immediately prior to such reorganization, reclassification, change, consolidation, merger or sale.

6. Amendments and Waivers.

The provisions of this Note may from time to time be amended, modified, supplemented, or waived in the manner provided in the Securities Purchase Agreement.

7. Miscellaneous.

A. Parties in Interest. All covenants, agreements and undertakings in this Note binding upon the Company or the Payee shall bind and inure to the benefit of its successors and permitted assigns of the Company and the Payee, respectively, whether so express or not.

B. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to the conflicts of laws principles thereof.

C. Waiver of Jury Trial. THE PAYEE AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PAYEE OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE’S PURCHASING THIS NOTE.

D. Fees and Expenses. The Company shall pay to or at the direction of the Payee on demand (i) all reasonable and documented out-of-pocket expenses incurred by the Holder and its affiliates (including the fees, charges and disbursements of any counsel for the Holder and its affiliates) in connection with the preparation, negotiation, execution, delivery, and administration of the Securities Purchase Agreement, this Note and the documents, instruments and agreements in connection herewith, and any amendments, modifications, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (provided that the Company’s obligation to reimburse Holder for legal fees for the initial Closing is limited to the lesser of (x) $75,000 and (y) 75% of such legal fees ), (ii) all out-of-pocket expenses incurred by Holder and its affiliates, including the fees, charges and disbursements of any counsel for the such persons, in connection with the enforcement or protection of its rights (A) in connection with the Securities Purchase Agreement, this Note, and the documents, instruments and agreements in connection herewith, or (B) in connection with any advance or credit accommodations made to or for the benefit of the Company, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such advances and accommodations, the common stock issued in conversion of the Notes or exercise of the warrants, and the documents, instruments and agreements in connection herewith and therewith.

[Signature Page Follows]

IN WITNESS WHEREOF, this Note has been executed and delivered on the date specified above by the duly authorized representative of the Company.

	BRANCHOUT FOOD INC.

	By:
	Name:	Eric Healy
	Title:	Chief Executive Officer

ANNEX A

CONVERSION NOTICE

The undersigned hereby elects to convert principal and/or interest under the 12% Senior Secured Convertible Promissory Note, issued as of July __, 2024 (the “Note”) of Branchout Food Inc., a Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof and the Note, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

Conversion calculations:

Date to Effect Conversion: ___________________________________

Principal Amount of Note to be Converted: _______________________

Amount of Interest of Note to be Converted: ____________________

Number of shares of Common Stock to be issued:_________________

________________________________________________________

Signature: _______________________________________________

Name: __________________________________________________

Address for Delivery of Common Stock Certificates: _______________

________________________________________________________

Exhibit 4.2

THIS WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION, AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an exemption from the registration requirements of the act is available for such offer, sale, pledge, hypothecation, or transfer in the opinion of legal counsel reasonably satisfactory to the company.

BRANCHOUT FOOD INC.

WARRANT

Warrant No. __

Date of Issuance: July __, 2024

BRANCHOUT FOOD INC., a Nevada corporation (the “Company”), for valid consideration received, hereby certifies that [____________] or its registered assigns (the “Holder”), is entitled pursuant to the terms of this warrant (this “Warrant”), subject to the terms set forth below, commencing on the Shareholder Approval Date (as defined below) to purchase, prior to termination as provided in Section 5 hereof, up to 1,000,000 shares of duly authorized, validly issued, fully-paid and non-assessable shares of the Company’s Common Stock (the “Common Stock”), at an exercise price of $1.00 per share (the “Exercise Price”), subject to adjustment as set forth herein. The Common Stock purchasable upon exercise of this Warrant, as adjusted from time to time pursuant to the terms of this Warrant, are hereinafter referred to as the “Warrant Stock.” This Warrant is issued pursuant to that certain Securities Purchase Agreement of even date herewith, by and between the Company and the Holder .

1. Exercise.

(a) Shareholder Approval Date. This Warrant may not be exercised until the Company has obtained the approval of the shareholders of the Company to the exercise of this Warrant in accordance with Listing Rule 5635(b) and 5635(d) of The Nasdaq Stock Market, Inc (such approval, “Warrant Shareholder Approval”, and the date of such approval, the “Warrant Shareholder Approval Date”), to the extent that at such time, such approval is required under such Listing Rules for such exercise.

(b) General. This Warrant may be exercised by Holder in whole or in part, during the period beginning on the Warrant Shareholder Approval Date and ending on the date of termination as provided in Section 5 hereof, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A completed in accordance with the instructions thereto and duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full by cash, check or wire transfer of all or such portion of the aggregate Exercise Price as is payable in respect of the number of shares of Warrant Stock purchased upon such exercise.

(c) Timing. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(b) above. If Holder exercises this Warrant in connection with a merger or sale of the Company other than in connection with the conversion of the Company into a corporation through conversion, merger, or similar transaction in which the relative equity ownership percentages of the owners of the Company do not change (“Change of Control Transaction”), Holder may designate that the exercise date be deemed the closing date of such Change of Control Transaction, and conditional upon the occurrence of such event.

(d) Conversion Right.

(i) Right to Convert Warrant; Net Issuance. In addition to and without limiting the rights of the Holder under the terms of this Warrant, but only to the extent this Warrant has not otherwise been exercised, the Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Warrant Stock as provided in this Section 1(d) at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares of Warrant Stock set forth on the purchase form appended hereto as Exhibit A (the “Converted Warrant Stock”), the Company shall deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration) that number of shares of Warrant Stock equal to the quotient obtained by dividing (X) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (ii) hereof), which value shall be determined by subtracting (A) the aggregate Exercise Price of the shares of Converted Warrant Stock immediately prior to the exercise of the Conversion Right from (B) the aggregate Fair Market Value of the Converted Warrant Stock issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined) by (Y) the Fair Market Value of one share of Converted Warrant Stock on the Conversion Date (as hereinafter defined).

Expressed as a formula, such conversion shall be computed as follows:

	X =	B - A
		Y

Where:	X =	the number of shares of Warrant Stock that may be issued to Holder upon exercise of the Conversion Right

	Y =	the Fair Market Value of one share of Warrant Stock

	A =	the aggregate Exercise Price (the per share Exercise Price multiplied by the number of shares of Converted Warrant Stock)

	B =	the aggregate Fair Market Value (i.e., Fair Market Value multiplied by the number of shares of Converted Warrant Stock)

No fractional shares of Warrant Stock shall be issuable upon exercise of the Conversion Right, and, if the number of shares of Warrant Stock to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the Fair Market Value of the resulting fractional share of Warrant Stock on the Conversion Date.

(ii) Method of Exercise. The Conversion Right may be exercised by the Holder by the surrender of this Warrant at the principal office of the Company together with a written statement specifying that the Holder thereby intends to exercise the Conversion Right and indicating the number of shares of Warrant Stock which are being surrendered (referred to in subsection (i) hereof as the Converted Warrant Stock) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Warrant together with the aforesaid written statement (the “Conversion Date”). If the shares of Warrant Stock are certificated, then certificates for the Converted Warrant Stock issuable upon exercise of the Conversion Right shall be issued as of the Conversion Date and shall be delivered to the Holder within thirty (30) days following the Conversion Date.

(iii) Determination of Fair Market Value. For purposes of this Agreement, “Fair Market Value” shall mean, as of any particular date: (a) the lowest of the five most recent closing prices of the Warrant Stock if trading on any public exchange; (b) if there have been no sales of the Warrant Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Warrant Stock on all such exchanges at the end of such day; (c) if on any such day the Warrant Stock is not listed on a domestic securities exchange, the closing sales price of the Warrant Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Warrant Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Warrant Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which “Fair Market Value” is being determined; provided, that if the Warrant Stock is listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Warrant Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair Market Value” of the Warrant Stock shall be the fair market value per share of Warrant Stock as determined jointly by the Company and the Holder; provided, that if the Company and the Holder are unable to agree on the Fair Market Value per share of the Warrant Stock within a reasonable period of time (not to exceed ten (10) days from the Company’s receipt of the purchase form), such Fair Market Value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Company and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the Company.

(e) Certificates. If the shares of Warrant Stock are certificated, then as soon as practicable after the exercise of this Warrant, the Company shall cause to be issued in the name of, and delivered to, Holder, or as such Holder may direct, a certificate or certificates for the number of shares of Warrant Stock to which such Holder shall be entitled. Issuance of certificates pursuant to this Section 1(e) shall be made without charge to Holder for any issue or transfer tax or other incidental expenses, all of which taxes and expenses shall be paid by the Company.

(f) Legends. Each certificate or other records representing the Common Stock or for any other security issued or issuable upon exercise of this Warrant shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT UNLESS SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.”

(g) Status of Common Stock. The Company covenants that the Common Stock, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

2. Adjustments.

(a) Adjustment Upon Reorganization, Reclassification or Change of Control Transaction. In the event of any (i) capital reorganization of the Company, (ii) reclassification of the Capital Stock (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a distribution, dividend or subdivision, split-up or combination of Capital Stock), (iii) Change of Control Transaction, or (iv) other similar transaction (other than any such transaction covered by Section 2(b)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, this Warrant shall, immediately after such reorganization, reclassification, Change of Control Transaction or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of shares of Warrant Stock then exercisable under this Warrant, be exercisable for the kind and number of shares of equity or securities or assets of the Company or of the successor Person (as defined below) resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, Change of Control Transaction or similar transaction and acquired the applicable number of shares of Warrant Stock then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 2 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any membership units, interests, shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any Change of Control Transaction or similar transaction in which the successor or purchaser is other than the Company, an immediate adjustment to the number of shares of Warrant Stock then acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise). The provisions of this Section 2(a) shall similarly apply to successive reorganizations, reclassifications, Change of Control Transactions or similar transactions. The Company shall not effect any such reorganization, reclassification, Change of Control Transaction or similar transaction unless, prior to the consummation thereof, the successor (if other than the Company) resulting from such reorganization, reclassification, Change of Control Transaction or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such membership units, interests, shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 2(a), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights set forth in Section 1 instead of giving effect to the provisions of this Section 2(a) with respect to this Warrant

(b) Adjustment to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Units. If the Company shall, at any time or from time to time after the issuance of this Warrant, (i) pay a dividend or make any other distribution upon the shares of Common Stock or any other Capital Stock of the Company payable in Common Stock, or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding Common Stock into a greater number of units, the Purchase Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be proportionately increased. If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding Common Stock into a smaller number of units, the Purchase Price in effect immediately prior to such combination shall be proportionately increased and the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this Section 2(b) shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective.

(c) Notice of Adjustments. Whenever the Purchase Price or the number of shares of Warrant Stock purchasable hereunder shall be adjusted pursuant to Section 2 hereof, the Company shall promptly give written notice thereof to Holder in the form of a certificate, signed by the chief executive officer and the executive officer responsible for the creation of such certificate, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Purchase Price and the number of shares of Warrant Stock purchasable hereunder after giving effect to such adjustment. Such certificate shall be delivered to Holder within thirty (30) days of such adjustment, in accordance with Section 11 hereof.

3. Transfers. The Holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Act”), and agrees not to offer for sale, sell, pledge, distribute, transfer or otherwise dispose of this Warrant and agrees not to offer for sale, sell, pledge, distribute, transfer or otherwise dispose of any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant and the Warrant Stock and registration or qualification of under any applicable Blue Sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required; provided, however, that no opinion need be obtained with respect to a transfer to (A) a partner or member, active or retired, of Holder, (B) the estate of any such partner or member, (C) an “affiliate” of Holder as that term is defined in Rule 405 promulgated by the U.S. Securities and Exchange Commission under the Act, or (D) the spouse, children, grandchildren or spouse of such children or grandchildren of Holder or to trusts for the benefit of Holder or such persons, in each case if the transferee agrees to be subject to the terms hereof. Notwithstanding the foregoing, any transferee receiving Warrant Stock that (X) have been registered under the Act or (Y) are resaleable under Rule 144 promulgated under the Act shall not be required to agree in writing to be subject to the terms of this Section 3.

4. No Impairment. The Company will not, by amendment of its certificate of incorporation or bylaws or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of Holder of this Warrant against impairment.

5. Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate on December 31, 2025 (the “Expiration Date”).

6. Notices of Certain Transactions.

(a) In the event:

(i) that the Company makes any amendment to its certificate of incorporation or bylaws;

(ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entity, or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company will send to Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of shares of Common Stock (or such capital stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

(b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

7. Reservation of Warrant Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Common Stock and other equity securities or property, as from time to time shall be issuable upon the exercise of this Warrant. The Company covenants and agrees that all such shares of Common Stock or other equity securities that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid (assuming payment of the Exercise Price by Holder) and nonassessable and free from all preemptive rights and free of all taxes, liens and charges with respect to the issue thereof. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock or other equity securities may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the securities of the Company may be listed.

8. Exchange of Warrants. Upon the surrender by Holder of any Warrant, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at Holder’s expense, a new Warrant of like tenor, in the name of such Holder or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock or other equity securities called for on the face or faces of the Warrant so surrendered.

9. Registration of Common Stock. If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant requires registration with or approval of any governmental authority under any applicable law (other than the Act) before such shares of Common Stock may be issued upon exercise, the Company shall, at its expense and as expeditiously as possible, use its best efforts to cause such shares of Common Stock to be duly registered or approved, as the case may be

10. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor at Holder’s expense.

11. Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing and delivered by hand or overnight courier service or sent by facsimile or email as follows:

(a) To his, her, or its address (and email address) provided to the Company.

(b) Notices sent by hand or overnight courier service shall be deemed to have been given when received and notices sent by electronic communications, shall be effective upon confirmation received by the sender, including transmittal coded “advise when received” or words of similar meaning. Any party hereto may by notice so given change its address for future notice hereunder.

12. No Rights as Stockholder. Until the exercise of this Warrant, Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company unless otherwise acquired. Without limiting the generality of the foregoing, and except as otherwise provided in Section 3 hereof, no dividends shall accrue to the shares of Common Stock or other equity securities underlying this Warrant until the exercise hereof and the purchase of the underlying shares of Common Stock or other equity securities, at which point dividends shall begin to accrue with respect to such shares of Common Stock or other equity securities from and after the date such shares of Common Stock or other equity securities are so purchased. Nothing in this Section 12 shall limit the right of Holder to be provided the notices required to be provided pursuant to the terms of this Warrant.

13. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

14. Governing Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of Nevada, without application of conflicts of law principles thereunder.

15. Amendment or Waiver. Any provision of this Warrant may be amended, waived or modified (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) only by an instrument in writing signed by the Company and Holder. Any amendment, waiver or modification effected in accordance with this Section 15 shall be binding upon Holder, each future holder of the Warrant or the Warrant Stock and the Company.

16. Successor and Assigns. The terms and provisions of this Warrant shall incur to the benefit of, and be binding upon, the Company and each Holder hereof and their respective permitted successors and assigns.

17. Holder Fees. The Company shall pay on demand all out-of-pocket expenses incurred by the Holder, including the fees, charges and disbursements of any counsel for the Holder, in connection with the enforcement or protection of its rights in connection with this Warrant.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the date first written above.

	BRANCHOUT FOOD INC.

	By:
	Name:	Eric Healy
	Title:	Chief Executive Officer

	Address:	205 SE Davis Ave., Suite C Bend, Oregon 97702 Attn: Eric Healy Email: eric@branchoutfood.com

[Signature Page –Warrant]

By its counter-signature below, Holder hereby agrees to the foregoing terms and conditions set forth in this Warrant.

	HOLDER:

	KAUFMAN KAPITAL LLC

	By:
	Name:	Daniel L. Kaufman, Managing Member

[Signature Page –Warrant]

EXHIBIT A

PURCHASE FORM

To:

BRANCHOUT FOOD INC.

Dated: ______________

By checking the box below, the undersigned hereby irrevocably elects:

	☐	to purchase _______ shares of Common Stock, and herewith makes payment of $_________ by cash, check or wire transfer, representing the aggregate Exercise Price therefor pursuant to Section 1(b) of the attached Warrant.

	☐	to exercise the Conversion Right with respect to ___ shares of Common Stock pursuant to Section 1(d) of the attached Warrant.

Please issue a certificate or certificates (if the shares of Warrant Stock are certificated) reflecting the issuance of said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

The undersigned represents that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares of Common Stock except in compliance with applicable securities laws.


	(Entity name, if applicable)

	By:
	Name:
	Title:

Exhibit 4.3

BRANCHOUT FOOD INC.

WARRANT

Warrant No. __

Date of Issuance: July __, 2024

BRANCHOUT FOOD INC., a Nevada corporation (the “Company”), for valid consideration received, hereby certifies that [____________] or its registered assigns (the “Holder”), is entitled pursuant to the terms of this warrant (this “Warrant”), subject to the terms set forth below, commencing on the Shareholder Approval Date (as defined below) to purchase, prior to termination as provided in Section 5 hereof, up to 500,000 shares of duly authorized, validly issued, fully-paid and non-assessable shares of the Company’s Common Stock (the “Common Stock”), at an exercise price of $1.50 per share (the “Exercise Price”), subject to adjustment as set forth herein. The Common Stock purchasable upon exercise of this Warrant, as adjusted from time to time pursuant to the terms of this Warrant, are hereinafter referred to as the “Warrant Stock.” This Warrant is issued pursuant to that certain Securities Purchase Agreement of even date herewith, by and between the Company and the Holder .

1. Exercise.

(d) Conversion Right.

Expressed as a formula, such conversion shall be computed as follows:

	X =	B - A
		Y

Where:	X =	the number of shares of Warrant Stock that may be issued to Holder upon exercise of the Conversion Right

	Y =	the Fair Market Value of one share of Warrant Stock

	A =	the aggregate Exercise Price (the per share Exercise Price multiplied by the number of shares of Converted Warrant Stock)

	B =	the aggregate Fair Market Value (i.e., Fair Market Value multiplied by the number of shares of Converted Warrant Stock)

(f) Legends. Each certificate or other records representing the Common Stock or for any other security issued or issuable upon exercise of this Warrant shall bear the following legend:

2. Adjustments.

5. Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate on December 31, 2025 (the “Expiration Date”).

6. Notices of Certain Transactions.

(a) In the event:

(i) that the Company makes any amendment to its certificate of incorporation or bylaws;

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

(b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

(a) To his, her, or its address (and email address) provided to the Company.

13. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the date first written above.

	BRANCHOUT FOOD INC.

	By:
	Name:	Eric Healy
	Title:	Chief Executive Officer

	Address:	205 SE Davis Ave., Suite C Bend, Oregon 97702 Attn: Eric Healy Email: eric@branchoutfood.com

[Signature Page –Warrant]

By its counter-signature below, Holder hereby agrees to the foregoing terms and conditions set forth in this Warrant.

	HOLDER:

	KAUFMAN KAPITAL LLC

	By:
	Name:	Daniel L. Kaufman, Managing Member

[Signature Page –Warrant]

EXHIBIT A

PURCHASE FORM

To:

BRANCHOUT FOOD INC.

Dated: ______________

By checking the box below, the undersigned hereby irrevocably elects:

	☐	to purchase _______ shares of Common Stock, and herewith makes payment of $_________ by cash, check or wire transfer, representing the aggregate Exercise Price therefor pursuant to Section 1(b) of the attached Warrant.

	☐	to exercise the Conversion Right with respect to ___ shares of Common Stock pursuant to Section 1(d) of the attached Warrant.

(Name)

(Address)


	(Entity name, if applicable)

	By:
	Name:
	Title:

Exhibit 4.4

BRANCHOUT FOOD INC.

WARRANT

Warrant No. __

Date of Issuance: July __, 2024

BRANCHOUT FOOD INC., a Nevada corporation (the “Company”), for valid consideration received, hereby certifies that __________ or its registered assigns (the “Holder”), is entitled pursuant to the terms of this warrant (this “Warrant”), subject to the terms set forth below, commencing on the Shareholder Approval Date (as defined below) to purchase, prior to termination as provided in Section 5 hereof, up to ___________ shares of duly authorized, validly issued, fully-paid and non-assessable shares of the Company’s Common Stock (the “Common Stock”), at an exercise price of $1.00 per share (the “Exercise Price”), subject to adjustment as set forth herein. The Common Stock purchasable upon exercise of this Warrant, as adjusted from time to time pursuant to the terms of this Warrant, are hereinafter referred to as the “Warrant Stock.” This Warrant is issued pursuant to that certain Subscription Agreement of even date herewith, by and between the Company and the Holder (the “Subscription Agreement”).

1. Exercise.

(a) Shareholder Approval Date. This Warrant may not be exercised until the Company has obtained the approval of the shareholders of the Company to the exercise of this Warrant in accordance with Listing Rule 5635(c) and 5635(d) of The Nasdaq Stock Market, Inc. (such approval, “Shareholder Approval”, and the date of such approval, the “Shareholder Approval Date”). The Company will use commercially reasonable efforts to obtain Shareholder Approval within 180 days following the date of issuance of this Warrant.

(b) General. This Warrant may be exercised by Holder in whole or in part, during the period beginning on the Shareholder Approval Date and ending on the date of termination as provided in Section 5 hereof, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A completed in accordance with the instructions thereto and duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full by cash, check or wire transfer of all or such portion of the aggregate Exercise Price as is payable in respect of the number of shares of Warrant Stock purchased upon such exercise.

(d) Conversion Right.

Expressed as a formula, such conversion shall be computed as follows:

X = B - A

Where:	X =	the number of shares of Warrant Stock that may be issued to Holder upon exercise of the Conversion Right

	Y =	the Fair Market Value of one share of Warrant Stock

	A =	the aggregate Exercise Price (the per share Exercise Price multiplied by the number of shares of Converted Warrant Stock)

	B =	the aggregate Fair Market Value (i.e., Fair Market Value multiplied by the number of shares of Converted Warrant Stock)

(f) Legends. Each certificate or other records representing the Common Stock or for any other security issued or issuable upon exercise of this Warrant shall bear the following legend:

2. Adjustments.

5. Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate ten (10) years from the issuance of this Warrant (the “Expiration Date”).

6. Notices of Certain Transactions.

(a) In the event:

(i) that the Company makes any amendment to its certificate of incorporation or bylaws;

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

(b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

(a) To his, her, or its address (and email address) set forth on the signature page to this Warrant.

13. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

16. Business Days. This Warrant shall be exercisable as provided for herein, except that in the event that the Expiration Date of this Warrant shall fall on a Saturday, Sunday and/or and United States federally recognized Holiday, the Expiration Date for this Warrant shall be extended to 5:00 p.m. Pacific time on the business day following such Saturday, Sunday or recognized Holiday.

17. Successor and Assigns. The terms and provisions of this Warrant shall incur to the benefit of, and be binding upon, the Company and each Holder hereof and their respective permitted successors and assigns.

18. Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant the adjudicating party may in its discretion order that the non-prevailing party, as determined by such adjudicating party, reimburse the prevailing party for reasonable attorney’s fees and costs in addition to any other relief to which such prevailing party may be entitled.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the date first written above.

	BRANCHOUT FOOD INC.

	By:
	Name:	Eric Healy
	Title:	Chief Executive Officer

	Address:	205 SE Davis Ave., Suite C
		Bend, Oregon 97702
		Attn: Eric Healy
		Email: eric@branchoutfood.com

[Signature Page –Warrant]

By its counter-signature below, Holder hereby agrees to the foregoing terms and conditions set forth in this Warrant.

	HOLDER:

	By:
	Name:

	Address:

[Signature Page –Warrant]

EXHIBIT A

PURCHASE FORM

To:

BRANCHOUT FOOD INC.

Dated: ______________

By checking the box below,the undersigned hereby irrevocably elects:

	☐	to purchase _______ shares of Common Stock, and herewith makes payment of $_________ by cash, check or wire transfer, representing the aggregate Exercise Price therefor pursuant to Section 1(b) of the attached Warrant.

	☐	to exercise the Conversion Right with respect to _______ shares of Common Stock pursuant to Section 1(d) of the attached Warrant.

_____________________________________________________

(Name)

_____________________________________________________

(Address)


	(Entity name, if applicable)

	By:
	Name:
	Title:

Exhibit 10.1

BRANCHOUT FOOD INC.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), is made effective as of July 15, 2024 (the “Effective Date”), by and among BranchOut Food Inc., a Nevada corporation (the “Company”), and Daniel L. Kaufman (the “Investor”).

WHEREAS, the Company wishes to issue and sell to the Investor, and the Investor wishes to purchase from the Company (i) a 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000, convertible into shares of the Company’s common stock, par value $.0001 per share (“Common Stock”), in the form of Exhibit A attached hereto (the “Note”), (ii) a warrant to purchase 1,000,000 shares of Common Stock at an exercise price of $1.00 per share, in the form of Exhibit B attached hereto (the “$1.00 Warrant”), and (iii) a warrant to purchase 500,000 shares of Common Stock at an exercise price of $1.50 per share, in the form of Exhibit C attached hereto (the “$1.50 Warrant” and, together with the $1.00 Warrant, the “Warrants” and together with the Note, the “Purchased Securities”), subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, the parties agree as follows:

1.	AUTHORIZATION AND SALE OF NOTE AND WARRANTS

1.1 Authorization of Note and Warrants. The Company has authorized (a) the sale and issuance to the Investor of the Purchased Securities, and (b) the issuance of the shares of Common Stock to be issued upon conversion of the Note and exercise of the Warrants (collectively, the “Conversion Shares”).

1.2 Closing. The closing of the sale and purchase of the Purchased Securities under this Agreement (the “Initial Closing”) shall take place within one business day following the satisfaction of the conditions set forth in Sections 4 and 5, or on such other date agreed by the parties, and shall be on the terms and conditions stated herein (the “Initial Closing Date”). The Initial Advance shall be made on the Initial Closing Date as described in Section 1.3 below.

1.3 Initial Advance. Subject to the terms and conditions hereof, at the Initial Closing, the Company shall issue the Purchased Securities to the Investor or its designee, and the Investor shall advance the Company a loan in the principal amount of $2,000,000 (the “Initial Advance”) which shall be evidenced by the Note. The Note will be issued against receipt by the Company of the proceeds of the Initial Advance by check made payable to the order of, or wire transfer to, the Company in accordance with the wire instructions provided by the Company to the Investor.

1.4 Subsequent Advances Under the Note. Within five business days following the first date upon which the Company shall have (unless waived by the company) (i) provided the Investor with evidence acceptable to Investor in its reasonable discretion that EnWave Corporation (“EnWave”) has completed the manufacture of that certain REV 120 QuataRev machine (the “EnWave Machine”) at EnWave’s facility in British Colombia, on behalf of the Company, and (ii) the Company’s manufacturing facility in Peru has exported product expected to generate revenues of at least $100,000, or such earlier date as the Investor otherwise agrees, the Investor shall make an additional advance to the Company under the Note in the amount of $1,400,000 (the “Additional Advance” and together with the Initial Advance, each, an “Advance”). The Company shall use reasonable best efforts to (i) provide the evidence and (ii) achieve the revenue described in the prior sentence. The Additional Advance shall be made on the terms and, unless waived by Investor, subject to the conditions set forth in this Agreement, and that the representations and warranties of the Company set forth in Section 2 hereof shall be true and correct in all respects as of the Initial Closing Date and the date of the Additional Advance (the “Additional Closing Date”). Unless waived by the Investor, the obligation of the Investor to make the Additional Advance shall be subject to the satisfaction by the Company of all conditions to closing set forth above and in Section 4 as of the Additional Closing Date.

1.5 Use of Proceeds. The proceeds of the Advances shall be used solely for the purchase of capital equipment (including the EnWave Machine), start up costs with respect to the Company’s manufacturing plant in Peru, and working capital.

2.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents, warrants and covenants to the Investor that:

2.1 Organization and Standing; Qualifications. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities, operations or prospects of the Company (a “Material Adverse Effect”). The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to carry on its business as now conducted.

2.2 Corporate Power; Authorization. The Company has all requisite power and authority to execute and deliver this Agreement, to sell and issue the Purchased Securities hereunder, to issue the Conversion Shares (other than the Conversion Shares underlying the Warrants which require Shareholder Approval (defined below)) and to carry out and perform its obligations under the terms of this Agreement, the Purchased Securities and each of the other agreements to be delivered by the Company hereunder (collectively, the “Transaction Documents”). No preemptive rights or other rights to subscribe for or purchase the Company’s capital stock exist with respect to the issuance and sale of the Purchased Securities by the Company pursuant to this Agreement. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the performance of the Company’s obligations hereunder and thereunder, including the issuance and delivery of the Purchased Securities, and the reservation of the Conversion Shares has been taken or will be taken prior to the issuance of such Conversion Shares, other than Shareholder Approval which is required for the issuance of the Conversion Shares underlying the Warrants. This Agreement and the other Transaction Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, rules of law governing specific performance, injunctive relief or other equitable remedies. The Conversion Shares, when issued in compliance with the provisions of this Agreement and the Purchased Securities, as applicable, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.

2.3 No Violations. The execution, delivery, and performance of this Agreement and the other Transaction Documents by the Company do not and will not violate or conflict with any provision of the articles of incorporation as amended and in effect on the date hereof (the “Articles of Incorporation”) and bylaws as amended and in effect on the date hereof (the “Bylaws”) of the Company, and do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance, or require any consent under (except such consents as have been obtained as of the date hereof), or result in the creation of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any material instrument or agreement to which the Company is a party or by which the Company or its properties are bound, except such consents as have been obtained as of the date hereof. The Company is not otherwise in violation of its Articles of Incorporation, Bylaws or other organizational documents, nor is the Company, to its knowledge, in violation in any material respect of any law, administrative regulation, stock exchange listing requirement, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company. Except as set forth in Schedule 2.3, the Company is not in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the payment or performance or the termination of any bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or evidence of indebtedness or any other material agreement or instrument to which the Company is a party or by which the Company is bound or by which the property of the Company is bound, or the loss of any benefit thereunder.

2.4 SEC Documents. The Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), for all periods ending on or subsequent to March 31, 2024, all in the form so filed (collectively the “SEC Documents”). To the Company’s knowledge, except as set forth on Schedule 2.4, the Company has timely filed all documents that the Company was required to file under the Exchange Act during the one (1) year prior to the date hereof and one (1) year prior to each Closing Date with respect to which this representation is being made. As of their respective filing dates, the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and any of the SEC rules and regulations promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None of the SEC Documents filed under the Securities Act, this Agreement and the documents, instruments and agreements in connection herewith, or any other document, instrument or agreement binding on the Company and delivered to the Investor, contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC Documents became effective under the Securities Act, or at the time this Agreement or such documents, instruments or agreements became effective Except as set forth Schedule 2.3, there are no ongoing delisting procedures or inquiries initiated by Nasdaq. The Company is not engaged in any special selling efforts to support the sale of securities pursuant to this Agreement.

2.5 Financial Statements. To the Company’s knowledge, the Company’s financial statements, including the notes thereto, included in the SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied (except as may be indicated in the notes thereto) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments that will not be material, either individually or in the aggregate). None of this Agreement, the documents, instruments and agreements in connection herewith, or any other information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements herein and therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the Financial Statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in material compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent auditors that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

2.6 Absence of Certain Changes. Except as set forth in the SEC Documents, since March 31, 2024, the business and operations of the Company have been conducted in the ordinary course consistent with past practice, and there has not been:

2.6.1 any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company with respect to any shares of capital stock of the Company;

2.6.2 any repurchase, redemption or other acquisition by the Company of any outstanding shares of the Company’s capital stock;

2.6.3 any damage, destruction or loss to the Company’s properties or assets, whether or not covered by insurance, except for such occurrences, individually and collectively, that have not had, and would not reasonably be expected to have, a Material Adverse Effect;

2.6.4 any waiver by the Company of a valuable right or of a material debt owed to it;

2.6.5 any material change by the Company in its accounting principles, methods or practices or in the manner in which it keeps its accounting books and records, except any such change required by a change in GAAP or by the SEC;

2.6.6 any material change or amendment to, or any waiver of any material right under a material contract or arrangement by which the Company, any Subsidiary or any of their assets or properties are bound or subject;

2.6.7 any other event or condition of any character, except for such events and conditions that have not resulted, and are not reasonably expected to result either individually or collectively, in a Material Adverse Effect;

2.6.8 any sale, lease, assignment or other disposition of assets outside of the ordinary course of business; or

2.6.9 any Event of Default (as defined in the Note).

2.7 Capitalization. The authorized capital of the Company consists of (i) 80,000,000 shares of Common Stock, of which 6,009,671 shares are issued and outstanding as of the date hereof (before giving effect to the sale of approximately 690,790 shares of Common Stock to certain affiliates of the Company, which sale is expected to close on or about the date hereof and the details of which have been disclosed to the Investor), and (ii) 8,000,000 shares of preferred stock, none of which are outstanding. All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. All of the outstanding shares of Common Stock were issued in compliance in all material respects with applicable laws. None of the outstanding shares of Common Stock were issued in violation of any agreement or commitment to which the Company is a party or is subject or in violation of any preemptive or similar rights of any person. 563,470 shares of Common Stock are subject to issuance to officers, directors, employees and consultants of the Company upon exercise of stock option issued pursuant to the Company’s 2022 Equity Incentive Plan (the “Stock Plan”), and 155,182 shares of Common Stock remain available for issuance pursuant to the Stock Plan. In addition, the Company has outstanding warrants to purchase 677,876 shares of Common Stock (before giving effect to the sale of warrants to purchase 863,490 shares of Common Stock to certain affiliates of the Company, which sale is expected to close on the Issue Date (as defined in the Note) and the details of which have been disclosed to the Investor). Except as set forth above, there are no outstanding or authorized options, warrants, convertible securities, stock appreciation, phantom stock, or other rights, agreements, or commitments relating to the Company’s Common Stock or obligating the Company to issue or sell any Common Stock, or any other interest in the Company. There are no voting trusts, stockholder agreements, voting agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the shares of Common Stock.

2.8 EnWave Contracts. True, correct and complete copies of all contracts between the Company any EnWave Corporation have been made available to the Investor, including all amendments thereto. All of such contracts remain in full force and effect and have not been terminated or modified, except as set forth in the amendments provided to the Investor.

2.9 Foreign Corrupt Practices Act; Securities Laws. To the Company’s knowledge, neither the Company nor any of the directors, officers, employees or agents of the Company have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate; (ii) inducing such official, party or candidate to use such person’s influence to affect any act or decision of a foreign governmental authority, or (iii) otherwise securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company nor any of its directors, officers, employees or, to the Company’s knowledge, agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. The Company has complied with or is exempt from the registration and/or qualification requirements of all federal securities laws (including, but not limited to, the Securities Act and the rules and regulations thereunder, and the Exchange Act and the regulations thereunder) and any state securities or blue sky laws applicable to the issuance or sale of the Purchased Securities.

2.10 Litigation. There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company that questions the validity of this Agreement or the Transaction Documents, or the right of the Company to issue the Purchased Securities, or to consummate the transactions contemplated hereby or thereby, or that, if determined adversely, would reasonably be expected to, either individually or in the aggregate, result in a Material Adverse Effect. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate. The Company has not received any correspondence from any third party with respect to any of the foregoing.

2.11 Solvency. After giving effect to the transactions contemplated by this Agreement, the Company will be solvent, able to pay its debts as they mature, and have capital sufficient to carry on its business.

Except as expressly set forth in this Section 2 and Section 4, the Company makes no representation or warranty, express or implied, in respect of any of the Company’s assets, liabilities or operations, or otherwise, and any such other representations or warranties, including, without limitation, any representations, warranties or disclosures made in any presentation or marketing materials made available by the Company, if any, are hereby expressly disclaimed.

3.	REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby represents and warrants to the Company as follows:

3.1 Authority. The Investor is duly organized or formed, as the case may be, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, as the case may be. The Investor has all requisite individual or entity right, power, and authority to execute, deliver, and perform this Agreement.

3.2 Enforceability. The execution, delivery, and performance by the Investor of this Agreement have been duly authorized by all requisite partnership or corporate action, as the case may be, if applicable. This Agreement has been duly executed and delivered by the Investor, and, upon its execution by the Company, shall constitute the legal, valid, and binding obligation of the Investor, enforceable in accordance with its terms, except to the extent that its enforceability is limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

3.3 No Violations. The execution, delivery, and performance by the Investor of this Agreement do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance, or require any consent under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Investor pursuant to, any material instrument or agreement to which the Investor is a party or by which the Investor or its properties may be bound or affected, and, do not or will not violate or conflict with any provision of the articles of incorporation or bylaws, partnership agreement, operating agreement, trust agreement, or similar organizational or governing document of the Investor, as applicable.

3.4 Knowledge of Investment and its Risks. The Investor has sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Investor’s investment in the Purchased Securities. The Investor has had an opportunity to ask questions of and receive answers from the Company regarding the terms and conditions of the offering of the Purchased Securities and the business, prospects, properties and financial condition of the Company. The Investor understands that an investment in the Company represents a high degree of risk and there is no assurance that the Company’s business or operations will be successful. The Investor has considered carefully the risks attendant to an investment in the Company, and that, as a consequence of such risks, the Investor could lose the Investor’s entire investment in the Company. Other than as expressly set forth in Section 2, the Investor is not relying on any representation, warranty or disclosure of the Company, express or implied, in respect of any of the Company’s assets, liabilities or operations, or otherwise, including, without limitation, any representation, warranty or disclosure made in any presentation or marketing materials made available by the Company, if any.

3.5 Investment Intent. The Purchased Securities are being acquired for investment for the Investor’s own account, and not as a nominee or agent and not with a view to the resale or distribution of all or any part of the Purchased Securities (or any of the Conversion Shares), and the Investor has no present intention of selling, granting any participation in, or otherwise distributing any of the Purchased Securities (or any of the Conversion Shares) within the meaning of and in violation of the Securities Act. Further, the Investor does not have any contracts, understandings, agreements, or arrangements, directly or indirectly, with any person and/or entity to distribute, sell, transfer, or grant participations to such person and/or entity with respect to, any of the Purchased Securities or Conversion Shares. The Investor is not purchasing the Purchased Securities as a result of any advertisement, article, notice or other communication regarding the Purchased 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.

3.6 Investor Status. The Investor is an “accredited investor” as that term is defined by Rule 501 of Regulation D promulgated under the Securities Act.

3.7 No Registration. The Investor understands that the Investor may be required to bear the economic risk of the Investor’s investment in the Company for an indefinite period of time. The Investor further understands that (i) neither the offering nor the sale of the Purchased Securities has been registered under the Securities Act or any applicable state securities laws (“State Acts”) in reliance upon exemptions from the registration requirements of such laws, (ii) the Purchased Securities (including the Conversion Shares) must be held by it indefinitely unless the sale or transfer thereof is subsequently registered under the Securities Act and any applicable State Acts, or an exemption from such registration requirements is available, (iii) except as provided in this Agreement or the Transaction Documents, the Company is under no obligation to register any of the Purchased Securities or Conversion Shares on the Investor’s behalf, and (iv) the Company will rely upon the representations and warranties made by the Investor in this Agreement in order to establish such exemptions from the registration requirements of the Securities Act and any applicable State Acts.

3.8 Transfer Restrictions. The Investor will not transfer any of the Purchased Securities or Conversion Shares unless such transfer is registered or exempt from registration under the Securities Act and applicable State Acts, and, if requested by the Company in the case of an exempt transaction, the Investor has furnished an opinion of counsel reasonably satisfactory to the Company that such transfer is so exempt, provided, however, that no opinion need be obtained with respect to a transfer to (A) a partner or member, active or retired, of the Investor, (B) the estate of any such partner or member, (C) an “affiliate” of the Investor as that term is defined in Rule 405 promulgated by the U.S. Securities and Exchange Commission under the Act, or (D) the spouse, children, grandchildren or spouse of such children or grandchildren of the Investor or to trusts for the benefit of the Investor or such persons, in each case if the transferee agrees to be subject to the terms hereof. The Investor understands and agrees that (i) the Company shall have no obligation to honor transfers of any of the Purchased Securities or Conversion Shares in violation of such transfer restrictions, (ii) the Company shall be entitled to instruct any transfer agent or agents for the securities of the Company to refuse to honor such transfers and (iii) the certificate and other documents evidencing the Purchased Securities and the Conversions Securities will bear a legend substantially as follows:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

4.	INVESTOR’S CONDITIONS TO CLOSING

The Investor’s obligation to make the Initial Advance under the Note at the Initial Closing, and to make the Additional Advance at the Additional Closing, is, at the option of the Investor, subject to the fulfillment of the following conditions on or before each such Closing:

4.1 Representations and Warranties True and Correct. The representations and warranties made by the Company in Section 2 hereof shall be true and correct as of such Closing, with the same effect as if made as of such Closing (except that the representations and warranties in Section 2.3 shall refer to the articles of incorporation and bylaws in effect at the date of such Closing).

4.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to such Closing shall have been performed or complied with.

4.3 No Material Adverse Effect. No Material Adverse Effect shall have occurred.

4.4 Senior Notes Amendments. The amendment (the “Existing Notes Amendment’), substantially in the form attached hereto as Exhibit D , amending that certain Subscription Agreement dated as of January 10, 2024 as amended as of April 16, 2024, by and among the Company and the purchasers party thereto and the senior secured notes issued thereunder (“Existing Notes Documents”), shall have been executed and delivered by the Company and each holder of the Notes issued under the Existing Notes Documents.

4.5 Security Agreement. The Company and the Investor shall have executed and delivered a Security Agreement (the “Security Agreement”) pursuant thereto the Investor shall have a valid, first priority, continuing security interest in the collateral described therein;

4.6 Intercreditor Agreement. The Company, the Investor and each holder of the Company’s outstanding Existing Notes Documents shall have executed and delivered an Intercreditor Agreement in form and substance acceptable to the Investor in its sole discretion (the “Intercreditor Agreement”).

4.7 No Defaults. No Event of Default, or event or circumstance which with the passage of time or the giving of notice or both shall constitute and Event of Default, has occurred and is continuing.

4.8. Certificate. The Company shall have delivered to the Investor a certificate certifying as to the satisfaction of each of the conditions in this Section 4.

4.9 Secretary’s Certificate. The Company shall have delivered to the Investor a certificate of the Secretary of the Company, attesting to and attaching the Company’s charter, bylaws, and good standing certificate and resolutions.

4.10 Offering Proceeds. After the date hereof and substantially contemporaneously with or prior to the Initial Advance, the Company shall have received gross proceeds in the amount of $525,000 in an offering of common stocks and warrants.

5.	COMPANY’S CONDITIONS TO EACH CLOSING

The Company’s obligation to sell and issue the Note to the Investor at the Initial Closing and to make additional borrowing under the Note at the Additional Closing, is, at the option of the Company, subject to the fulfillment of the following conditions as of such Closing:

5.1 Representations and Warranties True and Correct. The representations and warranties made by the Investor in Section 3 hereof shall be true and correct when made, and shall be true and correct at such Closing.

5.2 Advance Made. The Investor shall have advanced to the Company the principal amount of the loan to be made at such Closing.

5.3 Fees. The Company shall have paid to the Investor all legal fees and expenses required to be paid hereunder.

6.	COVENANTS.

6.1 Reservation of Conversion Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Note and exercise of the Warrants, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Note and exercise of the Warrants in accordance with the terms thereof. Without limitation of the foregoing, if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Note and Warrants, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

6.2 Shareholder Approval. The Company will use commercially reasonable efforts to obtain the approval of its shareholders, no later than December 31, 2024, in accordance with Listing Rules 5635(b) and 5635(d) of The Nasdaq Stock Market, Inc., as applicable, so as to permit the Investor to (i) acquire more than 19.9% of the Company’s outstanding shares of Common Stock upon conversion of the Note and exercise of the Warrants, and (ii) exercise the Warrants (collectively, the “Shareholder Approval”).

6.3 Demand Registration Rights. Following such date as the Investor holds at least 2,000,000 shares of Common Stock as a result of the conversion of the Note and/or exercise of the Warrants (as may be adjusted for any stock splits or the like), the Company shall, upon the written request of Investor, no later than thirty calendar days following such request, prepare and file with the SEC a registration statement under the Securities Act covering the resale of the Conversion Shares, and use its best efforts to cause such registration statement to become effective as soon as practicable thereafter and to keep such registration statement effective until such time as the Conversion Shares have been sold or may be sold under Rule 144 under the Securities Act without volume limitation.

6.4 Further Assurances. The Company shall cure promptly any defects in the creation and issuance of the Purchased Securities or the Conversion Shares, and in the execution and delivery of the Transaction Documents. The Company, at its expense, shall execute and deliver promptly (but in any event no later than the date specified by Investor for such delivery) to the Investor upon request all such other and further documents, agreements and instruments as may be reasonably necessary to permit the Company to comply with its covenants and agreements herein, or as shall be desirable in the sole discretion of the Investor, to ensure, maintain, protect or perfect the Company’s rights and the Investor’s rights and liens on the Company’s and its subsidiary’s assets, and shall make any recordings, file any notices and obtain any consents as may be necessary or appropriate in connection therewith.

6.5 Rule 144. The Company shall use all reasonable best efforts to ensure that the Purchased Securities will be eligible to be offered, sold or otherwise transferred by the Investor pursuant to Rule 144 under the Securities Act, without any requirements as to volume or manner of sale or notice under the Securities Act and without any requirement for registration under any state securities or “blue sky” law, on and after the date that is six (6) months following each issuance (subject to the Investor not being deemed an affiliate of the Company for the purposes of Rule 144).

6.6 Seniority. The Note shall have the seniority described in therein.

7.	MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the United States of America and the State of Nevada (without giving effect to conflicts of laws principles), both substantive and remedial.

7.2 Successors and Assigns. Except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto (including to any transferee of the Purchased Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. This Agreement may not be assigned by Company, and this Agreement and the other Transaction Documents may be assigned or participated by the Investor without notice or consent of Company

7.3 Amendment. Any provision of this Agreement and the Note issued hereunder may be amended, waived, modified, discharged or terminated only with the written consent of the Company and the Investor.

7.4 Notices. All communication hereunder shall be in writing and, if sent to the Investor shall be mailed, delivered, telegraphed or sent by facsimile or electronic mail, and confirmed to the Investor at the address provided separately to the Company, or if sent to the Company, shall be mailed, delivered, or sent by mail and confirmed to the Company at BranchOut Food Inc., 205 SE Davis Ave., Suite C, Bend, Oregon 97702, Attn: Eric Healy, Email: eric@branchoutfood.com.

7.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same instrument.

7.6 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

7.7 Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.8 Replacement of Purchased Securities. ‘Upon receipt of evidence satisfactory to the Company of the loss, theft, mutilation or destruction of a Purchased Security and, in the case of any such loss, theft or destruction, upon delivery of a bond of indemnity in such form and amount as shall be reasonably satisfactory to the Company or, in the event of such mutilation upon surrender and cancellation of such Note the Company, without charge to the Holder thereof, will make and deliver a Purchased Security of like tenor in lieu of such lost, stolen, destroyed or mutilated Note. If any such lost, stolen or destroyed Senior Secured Note, is owned by such Purchaser or any other Holder whose credit is satisfactory to the Company, then the affidavit of such Holder, if an individual, or an authorized officer of such Holder, if an entity, setting forth the fact of loss, theft or destruction and of its ownership of such Purchased Security at the time of such loss, theft or destruction shall be accepted as satisfactory evidence thereof, and no further indemnity shall be required as a condition to the execution and delivery of a new Purchased Security other than a written indemnification agreement of such owner (in form reasonably satisfactory to the Company).

7.9 Fees and Expenses. The Company shall pay on demand (i) all reasonable and documented out-of-pocket expenses incurred by the Investor and its affiliates (including the fees, charges and disbursements of any counsel for the Investor) in connection with the preparation, negotiation, execution, delivery, and administration of this Agreement and the documents, instruments and agreements in connection herewith, and any amendments, modifications, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (provided that the Company’s obligation to reimburse Investor for legal fees for the Initial Closing is limited to the lesser of (x) $75,000 and (y) 75% of such legal fees), (ii) all out-of-pocket expenses incurred by the Investor, including the fees, charges and disbursements of any counsel for the Investor, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the documents, instruments and agreements in connection herewith, including its rights under this Section 7.9, or (B) in connection with the Advances, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of the Advances, the common stock issued in conversion of the Notes or exercise of the warrants, and the documents, instruments and agreements in connection herewith and therewith.

7.10 Facsimile/PDF Signatures. This Agreement may be executed and delivered by facsimile or PDF and, upon such delivery, the facsimile or PDF will be deemed to have the same effect as if the original signature had been delivered to the other party. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement.

7.11 Entire Agreement. This Agreement, together with the Exhibits hereto, the certificates, documents, instruments and writings that are delivered pursuant hereto and each of the other Agreements, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement on the day and year first set forth above.

BRANCHOUT FOOD INC.

By:	/s/ Eric Healy
Name:	Eric Healy
Title:	Chief Executive Officer

/s/ Daniel L. Kaufman
Daniel L. Kaufman

EXHIBIT A

Form of Secured Convertible Promissory Note

EXHIBIT B

Form of $1.00 Warrant

EXHIBIT C

Form of $1.50 Warrant

EXHIBIT D

Form of Omnibus Amendment

Schedule 2.3

Violations

Schedule 2.4

Violations

Exhibit 10.2

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of July 19, 2024, is made by and among BranchOut Food Inc., a Nevada corporation (the “Company”), Daniel L. Kaufman (“Kaufman”), and Kaufman Kapital LLC (“Kaufman Kapital”).

RECITALS

WHEREAS, the Company and Kaufman are parties to that certain Securities Purchase Agreement, dated as of July 15, 2024 (as amended, the “SPA;” capitalized terms used but not defined in this Amendment shall have the respective meanings set forth in the SPA), pursuant to which Kaufman agreed to the purchase from the Company, and the Company agreed to sell to Kaufman, the Purchased Securities, on the terms and conditions set forth in the SPA.

WHEREAS, the Company, Kaufman and Kaufman Kapital desire to amend certain provisions of the SPA and the Purchased Securities, in the manner, and on the terms and conditions, provided for herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments.

(a) Investor. Kaufman Kapital is hereby replaced as the “Investor” under the SPA for all purposes.

(b) Forms of Purchased Securities; Omnibus Amendment . All references to the Note, the $1.00 Warrant and the $1.50 Warrant in the SPA shall refer to the Note, $1.00 Warrant and $1.50 Warrant, substantially in the forms of Exhibits A, B and C attached to this Amendment, respectively. Exhibit D to the SPA is hereby replaced with Exhibit D to this Amendment.

(c) Amendment and Restatement of Certain Sections of the SPA. The following Sections of the SPA are amended and restated in their entirety as set forth below:

“1.5 Use of Proceeds. The proceeds of the Advances shall be used solely for the purchase of capital equipment (including the EnWave Machine), start up costs with respect to the Company’s manufacturing plant in Peru, to refinance indebtedness as agreed by Investor, and working capital.”

“2.2 Corporate Power; Authorization. The Company has all requisite power and authority to execute and deliver this Agreement, to sell and issue the Purchased Securities hereunder, to issue the Conversion Shares (other than the Conversion Shares underlying the Warrants which require Shareholder Approval (defined below)) and to carry out and perform its obligations under the terms of this Agreement, the Purchased Securities, the Security Documents (defined in the Note) and each of the other agreements to be delivered by the Company hereunder (collectively, the “Transaction Documents”). No preemptive rights or other rights to subscribe for or purchase the Company’s capital stock exist with respect to the issuance and sale of the Purchased Securities by the Company pursuant to this Agreement. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the performance of the Company’s obligations hereunder and thereunder, including the issuance and delivery of the Purchased Securities, and the reservation of the Conversion Shares has been taken, other than Shareholder Approval which is required for the issuance of the Conversion Shares underlying the Warrants. This Agreement and the other Transaction Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, rules of law governing specific performance, injunctive relief or other equitable remedies. The Conversion Shares, when issued in compliance with the provisions of this Agreement and the Purchased Securities, as applicable, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.”

“2.7 Capitalization. The authorized capital of the Company consists of (i) 80,000,000 shares of Common Stock, of which 6,009,671 shares are issued and outstanding as of the date hereof (before giving effect to the sale of approximately 692,430 shares of Common Stock to certain affiliates of the Company, which sale is expected to close on or about the date hereof and the details of which have been disclosed to the Investor), and (ii) 8,000,000 shares of preferred stock, none of which are outstanding. All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. All of the outstanding shares of Common Stock were issued in compliance in all material respects with applicable laws. None of the outstanding shares of Common Stock were issued in violation of any agreement or commitment to which the Company is a party or is subject or in violation of any preemptive or similar rights of any person. 563,470 shares of Common Stock are subject to issuance to officers, directors, employees and consultants of the Company upon exercise of stock option issued pursuant to the Company’s 2022 Equity Incentive Plan (the “Stock Plan”), and 155,182 shares of Common Stock remain available for issuance pursuant to the Stock Plan. In addition, the Company has outstanding warrants to purchase 677,876 shares of Common Stock (before giving effect to the sale of warrants to purchase 865,537 shares of Common Stock to certain affiliates of the Company, which sale is expected to close on the Issue Date (as defined in the Note) and the details of which have been disclosed to the Investor). Except as set forth above, there are no outstanding or authorized options, warrants, convertible securities, stock appreciation, phantom stock, or other rights, agreements, or commitments relating to the Company’s Common Stock or obligating the Company to issue or sell any Common Stock, or any other interest in the Company. There are no voting trusts, stockholder agreements, voting agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the shares of Common Stock, except a voting agreement to support the Shareholder Approval executed by certain insiders of the Company on or about the Issue Date.”

6.2 Shareholder Approval. The Company will use reasonable best efforts to obtain the approval of its shareholders, no later than December 31, 2024, in accordance with Listing Rules 5635(b) and 5635(d) of The Nasdaq Stock Market, Inc., as applicable, so as to permit the Investor to (i) acquire more than 19.9% of the Company’s outstanding shares of Common Stock upon conversion of the Note and exercise of the Warrants, and (ii) exercise the Warrants (collectively, the “Shareholder Approval”). In the event the Company does not obtain Shareholder Approval at the first meeting held to obtain such Shareholder Approval, the Company will use reasonable best efforts to hold a shareholder meeting in 2025 and obtain Shareholder Approval at the first shareholder meeting held in 2025; provided that the Company must give the Investor at least 90 days (or such fewer number of days agreed by Investor) prior written notice of sending a proxy statement to the shareholders for a meeting at which such Shareholder Approval will be sought.”

“7.9 Fees and Expenses. The Company shall pay on demand (i) all reasonable and documented out-of-pocket expenses incurred by the Investor and its affiliates (including the fees, charges and disbursements of any counsel for the Investor) in connection with the preparation, negotiation, execution, delivery, and administration of this Agreement and the documents, instruments and agreements in connection herewith, and any amendments, modifications, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (provided that the Company’s obligation to reimburse Investor for legal fees for the Initial Closing is limited to the lesser of (x) $125,000 and (y) 75% of such legal fees), (ii) all out-of-pocket expenses incurred by the Investor, including the fees, charges and disbursements of any counsel for the Investor, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the documents, instruments and agreements in connection herewith, including its rights under this Section 7.9, or (B) in connection with the Advances, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of the Advances, the common stock issued in conversion of the Notes or exercise of the warrants, and the documents, instruments and agreements in connection herewith and therewith.”

(d) Additional Conditions to Closing. The following provisions are added to the end of Section 4 of the SPA:

4.11 Other Agreements, Opinions. The Investor shall have received the Transaction Documents, a voting agreement, and such other agreements, instruments, documents and legal opinions reasonably requested by Investor in connection with the transactions contemplated by this Agreement.

4.12 Fees. The Company shall have paid to the Investor all legal fees and expenses and any other amounts required to be paid hereunder and under the Transaction Documents.

4.13 Shareholder Approval. Except for the initial Closing, the Company shall have obtained Shareholder Approval by December 31, 2024.

(e) Other Amendments. Section 5.3 of the SPA is hereby deleted, and the term “Senior Secured Note” in Section 7.8 of the SPA is hereby replaced with “Note”.

2. Governing Law. The laws of the State of Nevada shall govern all matters arising out of, in connection with or relating to this Amendment, including, without limitation, its validity, interpretation, construction, performance and enforcement.

3. Counterparts. This Amendment may be signed in any number of counterparts, including by email PDF, DocuSign, or other electronic transmission, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first written above.

COMPANY:

BRANCHOUT FOOD INC.

By:	/s/ Eric Healy
Name:	Eric Healy
Title:	Chief Executive Officer

/s/ Daniel L. Kaufman
Daniel L. Kaufman

KAUFMAN KAPITAL LLC.

By:	Daniel L. Kaufman
Name:	Daniel L. Kaufman
Title:	Managing Member

[Signature Page to SPA Amendment]

EXHIBIT A

Form of Secured Convertible Promissory Note

EXHIBIT B

Form of $1.00 Warrant

EXHIBIT C

Form of $1.50 Warrant

EXHIBIT D

Form of Omnibus Amendment

Exhibit 10.3

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), between BranchOut Food Inc., a Nevada corporation (the “Company”), and the investor identified on the signature page to this Agreement (the “Investor”), is made and entered into as of July 15, 2024.

RECITALS

A. Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company proposes to issue and sell Units (the “Units”), each unit consisting of (i) 100 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) a warrant to purchase 125 shares of Common Stock over the following ten years at an exercise price of $1.00 per share (the “Warrant”), at a purchase price per Unit equal to $75.82 (the “Offering Price”) to one or more potential investors, including the Investor.

B. The Company desires to sell to the Investor, and the Investor desires to buy from the Company, in the Offering the number of Units set forth on the signature page of this Agreement upon the terms and conditions and subject to the provisions hereinafter set forth.

Agreement

NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale of Units. Subject to the terms and conditions of this Agreement, the Investor subscribes for and agrees to purchase and acquire from the Company, and the Company agrees to sell and issue to the Investor, the Units in the manner set forth in Section 2 hereof, at the Offering Price and for the aggregate consideration set forth on the signature page of this Agreement (the “Purchase Price”). For purposes of Nasdaq Listing Rules, the entire Purchase Price shall be allocated to the Shares included in the Units purchased hereunder.

2. Terms of Purchase and Sale of Units. The closing of the transactions contemplated hereby (the “Closing”) shall take place within five business days of the date hereof. At the Closing, the Investor shall deliver to the Company the Purchase Price by certified or cashier’s check, or wire transfer of immediately available funds (net of wire transfer fees) to an account designated by the Company. Promptly following the Closing, the Company will deliver to the Investor a certificate representing the Shares, and a Warrant to purchase a number of shares of Common Stock equal to 125% of the number of Shares purchased by the Investor. Notwithstanding that the offer and sale of the Units pursuant to this Agreement is part of the larger Offering, the obligations of the Company and the Investor hereunder are independent of, and not subject to the terms and conditions of, any other agreement between the Company and any other investor in the Offering, and the Closing may occur separate and apart from, and irrespective of, the closing, if any, of any other purchase and sale of Units in the Offering.

3. Representations and Warranties of the Company. In order to induce the Investor to enter into this Agreement and consummate the transactions contemplated hereby, the Company represents and warrants to the Investor as follows:

3.1 Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business, condition (financial or otherwise) or prospects of the Company (a “Material Adverse Effect”). The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to carry on its business as now conducted.

3.2 Authorization. The Shares being purchased by the Investor hereunder will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase the Company’s capital stock exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company’s obligations hereunder, including the issuance and delivery of the Shares and the Warrants, and the reservation of the equity securities issuable upon conversion of the Warrants (the “Conversion Shares”) has been taken or will be taken prior to the issuance of such Conversion Shares. This Agreement and the Warrants, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The Conversion Shares, when issued in compliance with the provisions of this Agreement and the Warrants, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.

3.3 Enforceability. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all requisite corporate action. This Agreement, upon its execution by the Investor and the Company, shall constitute the legal, valid, and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that its enforceability is limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

3.4 No Violations. The execution, delivery, and performance of this Agreement by the Company do not and will not violate or conflict with any provision of the articles of incorporation as amended and in effect on the date hereof (the “Articles of Incorporation”) and bylaws as amended and in effect on the date hereof (the “Bylaws”) of the Company, and do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance, or require any consent under (except such consents as have been obtained as of the date hereof), or result in the creation of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any material instrument or agreement to which the Company is a party or by which the Company or its properties are bound, except such consents as have been obtained as of the date hereof. The Company is not otherwise in violation of its Articles of Incorporation, Bylaws or other organizational documents, nor is the Company, to its knowledge, in violation of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company, which violation, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect. The Company is not in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any material bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound or by which the property of the Company is bound, which would be reasonably expected to have a Material Adverse Effect.

3.5 SEC Documents. The Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), for all periods ending on or subsequent to December 31, 2023, all in the form so filed (collectively the “SEC Documents”). To the Company’s knowledge, the Company has filed all documents that the Company was required to file under the Exchange Act subsequent to December 31, 2023. To the Company’s knowledge, as of their respective filing dates, the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. To the Company’s knowledge, none of the SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC Documents became effective under the Securities Act.

3.6 Financial Statements. To the Company’s knowledge, the Company’s financial statements, including the notes thereto, included in the SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied (except as may be indicated in the notes thereto) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments).

Except as expressly set forth in this Section 3, the Company makes no representation or warranty, express or implied, in respect of any of the Company’s assets, liabilities or operations, or otherwise, and any such other representations or warranties, including, without limitation, any representations, warranties or disclosures made in any presentation or marketing materials made available by the Company, if any, are hereby expressly disclaimed.

4. Representations and Warranties of the Investor. In order to induce the Company to enter into this Agreement and consummate the transactions contemplated hereby, the Investor represents and warrants to the Company as follows:

4.1 Authority. If a corporation, partnership, limited partnership, limited liability company, or other form of entity, the Investor is duly organized or formed, as the case may be, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, as the case may be. The Investor has all requisite individual or entity right, power, and authority to execute, deliver, and perform this Agreement.

4.2 Enforceability. The execution, delivery, and performance by the Investor of this Agreement have been duly authorized by all requisite partnership or corporate action, as the case may be. This Agreement has been duly executed and delivered by the Investor, and, upon its execution by the Company, shall constitute the legal, valid, and binding obligation of the Investor, enforceable in accordance with its terms, except to the extent that its enforceability is limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

4.3 No Violations. The execution, delivery, and performance by the Investor of this Agreement do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance, or require any consent under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Investor pursuant to, any material instrument or agreement to which the Investor is a party or by which the Investor or its properties may be bound or affected, and, do not or will not violate or conflict with any provision of the articles of incorporation or bylaws, partnership agreement, operating agreement, trust agreement, or similar organizational or governing document of the Investor, as applicable.

4.4 Knowledge of Investment and its Risks. The Investor has sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Investor’s investment in the Units. The Investor understands that an investment in the Company represents a high degree of risk and there is no assurance that the Company’s business or operations will be successful. The Investor has considered carefully the risks attendant to an investment in the Company, and that, as a consequence of such risks, the Investor could lose the Investor’s entire investment in the Company. Other than as expressly set forth in Section 3, the Investor is not relying on any representation, warranty or disclosure of the Company, express or implied, in respect of any of the Company’s assets, liabilities or operations, or otherwise, including, without limitation, any representation, warranty or disclosure made in any presentation or marketing materials made available by the Company, if any.

4.5 Investment Intent. The Units are being acquired for investment for the Investor’s own account, and not as a nominee or agent and not with a view to the resale or distribution of all or any part of the Units (or any of the Conversion Shares), and the Investor has no present intention of selling, granting any participation in, or otherwise distributing any of the Units (or any of the Conversion Shares) within the meaning of and in violation of the Securities Act. Further, the Investor does not have any contracts, understandings, agreements, or arrangements, directly or indirectly, with any person and/or entity to distribute, sell, transfer, or grant participations to such person and/or entity with respect to, any of the Units or Conversion Shares. The Investor is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Units 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.

4.6 Investor Status. The Investor is an “accredited investor” as that term is defined by Rule 501 of Regulation D promulgated under the Securities Act.

4.7 No Registration. The Investor understands that the Investor may be required to bear the economic risk of the Investor’s investment in the Company for an indefinite period of time. The Investor further understands that (i) neither the offering nor the sale of the Units has been registered under the Securities Act or any applicable state securities laws (“State Acts”) in reliance upon exemptions from the registration requirements of such laws, (ii) the Units (including the Conversion Shares) must be held by him, her or it indefinitely unless the sale or transfer thereof is subsequently registered under the Securities Act and any applicable State Acts, or an exemption from such registration requirements is available, (iii) the Company is under no obligation to register any of the Units or Conversion Shares on the Investor’s behalf or to assist the Investor in complying with any exemption from registration, and (iv) the Company will rely upon the representations and warranties made by the Investor in this Agreement in order to establish such exemptions from the registration requirements of the Securities Act and any applicable State Acts.

4.8 Transfer Restrictions. The Investor will not transfer any of the Shares or Conversion Shares unless such transfer is registered or exempt from registration under the Securities Act and applicable State Acts, and, if requested by the Company in the case of an exempt transaction, the Investor has furnished an opinion of counsel reasonably satisfactory to the Company that such transfer is so exempt. The Investor understands and agrees that (i) the Company shall have no obligation to honor transfers of any of the Shares or Conversion Shares in violation of such transfer restrictions, (ii) the Company shall be entitled to instruct any transfer agent or agents for the securities of the Company to refuse to honor such transfers and (iii) the certificate and other documents evidencing the Shares and the Conversions Securities will bear a legend substantially as follows:

5. Independent Nature of Investor’s Obligations and Rights. The obligations of the Investor under this Agreement are several and not joint with the obligations of any other purchaser of Units, and the Investor shall not be responsible in any way for the performance of the obligations of any other purchaser of Units under any other agreement executed in connection with the Offering. The decision of the Investor to purchase Units pursuant to this Agreement has been made by the Investor independently of any other purchaser of Units in the Offering. Nothing contained herein or in any other agreement executed in connection with the Offering, and no action taken by any purchaser of Units pursuant thereto, shall be deemed to constitute such purchasers as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption that the purchasers of Units in the Offering are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by any other agreement executed in connection with the Offering. The Investor acknowledges that no other purchaser of Units in the Offering has acted as agent for the Investor in connection with making its investment hereunder and that no other purchaser of Units in the Offering will be acting as agent of the Investor in connection with monitoring its investment in the Units or enforcing its rights under this Agreement. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other purchaser of Units to be joined as an additional party in any proceeding for such purpose.

6. Further Assurances. The parties hereto will, upon reasonable request, execute and deliver all such further assignments, endorsements and other documents as may be necessary in order to perfect the purchase by the Investor of the Units.

7. Entire Agreement; No Oral Modification. This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto and may not be amended or modified except in a writing signed by both of the parties hereto.

8. Binding Effect; Benefits. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and assigns; however, nothing in this Agreement, expressed or implied, is intended to confer on any other person other than the parties hereto, or their respective heirs, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

9. Counterparts. This Agreement may be executed in any number of counterparts (including via facsimile or digital image format), each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

10. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the United States of America and the State of Nevada (without giving effect to conflicts of laws principles), both substantive and remedial.

11. Prevailing Parties. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the prevailing party shall be entitled to receive and the nonprevailing party shall pay upon demand reasonable attorneys’ fees in addition to any other remedy.

12. Notices. All communication hereunder shall be in writing and, if sent to the Investor shall be mailed, delivered, telegraphed or sent by facsimile or electronic mail, and confirmed to the Investor at the address set forth on the signature page of this Agreement, or if sent to the Company, shall be mailed, delivered, or sent by electronic mail and confirmed to the Company at BranchOut Food Inc., 205 SE Davis Ave., Suite C, Bend, Oregon 97702, Attn: Eric Healy, Email: eric@branchoutfood.com.

13. Headings. The section headings herein are included for convenience only and are not to be deemed a part of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement as of the dates set forth on the signature pages hereto.

	COMPANY:

	BRANCHOUT FOOD INC.,
	a Nevada corporation

	By:
	Name:	Eric Healy
	Title:	Chief Executive Officer

	Date:

INVESTOR SIGNATURE PAGE TO

BRANCHOUT FOOD INC.

SUBSCRIPTION AGREEMENT

If an individual:

(Signature)

(Type or print name as it should appear on certificate)

Social Security Number: _____________________________________________________________________________

Date:______________________

Address: ________________________________________________________________________________________

________________________________________________________________________________________

Telephone: (_________)____________________________________________________________________________

Facsimile: (_________)_____________________________________________________________________________

E-mail: __________________________________________________________________________________________

If a corporation, partnership, LLC, trust or other entity:

(Type or print name as it should appear on certificate)

Signature: _______________________________________________________________________________________

Name: __________________________________________________________________________________________

(Type or print name)

Title: ___________________________________________________________________________________________

Tax Identification Number:___________________________________________________________________________

Date:_____________________

Address: ________________________________________________________________________________________

________________________________________________________________________________________

Telephone: (_________)____________________________________________________________________________

Facsimile: (_________)_____________________________________________________________________________

E-mail: __________________________________________________________________________________________

		X		$75.82
Number of Units				Offering Price		Purchase Price

Cover	Jul. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 15, 2024
Entity File Number	001-41723
Entity Registrant Name	BRANCHOUT FOOD INC.
Entity Central Index Key	0001962481
Entity Tax Identification Number	87-3980472
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	205 SE Davis Avenue
Entity Address, City or Town	Bend
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97702
City Area Code	(844)
Local Phone Number	263-6637
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BOF
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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