Common use of PURCHASE AND SALE OF THE CONVERTIBLE NOTE Clause in Contracts

PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the “Transferred Rights” of the Seller and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. Transferred Rights shall mean all rights with respect to $84,576.44 in principal and in accrued interest (the “Assigned Portion”) under that convertible promissory note in the amount of $80,000.00 issued by Nightfood Holdings, Inc. (“Borrower” or “Company”) on March 20, 2017, true and correct copies which have been provided to New Venture Attorneys, P.C. (the “Note”). By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to Buyer.

PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the “Transferred Rights” of the Seller and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. Transferred Rights shall mean all rights with respect to $84,576.44 8,675.57 in principal and in accrued interest all (the “Assigned Portion”) under that convertible promissory note in the amount of $80,000.00 68,675.57 issued by Nightfood Sanomedics International Holdings, Inc. (“Borrower” or “Company”) on March 20September 9, 20172013 , a true and correct copies copy which have has been provided to New Venture Attorneys, P.C. (the “Note”). By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to BuyerBuyer and agrees that Buyer may convert the Transferred Rights into shares of the Company’s common stock.

PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the “"Transferred Rights” " of the Seller and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. Transferred Rights shall mean all rights with respect to $84,576.44 33,000.00 in principal and $889.64 in accrued interest (the “"Assigned Portion”") under that convertible promissory note in the amount of $80,000.00 33,000 issued by Nightfood HoldingsGraphite Corp, Inc. (“"Borrower” " or “"Company”") on March 20June 15, 20172015, a true and correct copies copy which have has been provided to New Venture Attorneys, P.C. (the “"Note”"). By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to BuyerBuyer and agrees that Buyer may convert the Transferred Rights into shares of the Company's common stock.