SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2024 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2024, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS, INC.NightFood Holdings, Inc. • May 24th, 2023 • Sugar & confectionery products • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Spencer Clarke Management LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above as the “Initial Exercise Date” and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NightFood Holdings, Inc. a Nevada corporation (the “Company”), up to 16,181,392 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2020 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of DECEMBER 21, 2020, by and between Nightfood Holdings, Inc., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591, (the “Company”), and EAGLE EQUITIES, LLC, a Nevada limited liability company, with its address at 390 Whalley Avenue, New Haven, CT 06511 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2017 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2017, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), and BLACK FOREST CAPITAL, LLC, a Wyoming limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (the “Purchase Agreement”).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE DUE DECEMBER 10, 2022NightFood Holdings, Inc. • December 16th, 2021 • Sugar & confectionery products • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED NOTE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Notes of Nightfood Holdings, Inc., a Nevada corporation (the “Company”), having an address at 520 White Plains Road-Suite 500, Tarrytown, New York. 10591, designated as its 8% Original Issue Discount Senior Secured Convertible Note due December 7, 2022 (this “ Note ” and, collectively with the other Notes of such series, the “ Notes”). The Notes shall be convertible into shares of common stock of the Company in accordance with the terms of the Notes.
FORM OF COMMON STOCK PURCHASE WARRANT NightFood holdings, INC.NightFood Holdings, Inc. • October 13th, 2023 • Sugar & confectionery products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Spencer Clarke LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 7, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NightFood Holdings, Inc. a Nevada corporation (the “Company”), up to 4,800,000 shares of Common Stock (or Membership Interests as relevant) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant Value shall be equal to the Warrant Shares on the Initial Exercise Date multiplied by the Exercise Price on the Initial Exercise Date.
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS, INC.Common Stock Purchase Warrant • October 13th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $65,000.00 to the Holder (as defined below) of even date) (the “Note”), Fourth Man, LLC, a Nevada limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), 600,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated June 29, 2023, by and among the Company and the Holder (t
SECURITY AGREEMENTSecurity Agreement • October 13th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products
This SECURITY AGREEMENT, dated as of May 31, 2023 (this “Agreement”), is among NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
CONVERTIBLE NOTE DUE JUNE 30, 2018NightFood Holdings, Inc. • July 24th, 2017 • Sugar & confectionery products • New York
THIS CONVERTIBLE NOTE is a duly authorized and validly issued note of Nightfood Holdings Inc., a Nevada corporation, (the “Borrower”), having its principal place of business at 520 White Plains Road, Suite 500 Tarrytown, NY 10591 e-mail: Nightfood@nightfood.com, due June 30, 2018 (the “Note”).
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS INC.NightFood Holdings, Inc. • May 24th, 2023 • Sugar & confectionery products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SPENCER CLARKE MANAGEMENT, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 2, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nightfood Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), up to 300,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2017 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2017, is entered into by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 13th, 2017 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
This equity purchase agreement is entered into as of February 8, 2017 (this “Agreement”), by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Black Forest Capital, LLC, a Wyoming limited liability company (the “Investor”).
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS, INC.NightFood Holdings, Inc. • December 16th, 2021 • Sugar & confectionery products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nightfood Holdings, Inc., a Nevada corporation (the “Company”), up to [ ] shares of common stock, of the Company (the “Common Stock”) (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Broker-Dealer AgreementBroker-Dealer Agreement • July 18th, 2022 • NightFood Holdings, Inc. • Sugar & confectionery products
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Nightfood Holdings, Inc. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of July 5, 2022 (the “Effective Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2021 • NightFood Holdings, Inc. • Sugar & confectionery products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 10, 2021, between Nightfood Holdings, Inc., a Nevada corporation, with an address at 520 White Plains Road-Suite 500, Tarrytown, New York 10591 (the “Company”) and the purchasers party to the Purchase Agreement referred to below (the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 28, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and FOURTH MAN, LLC, a Nevada limited liability company, with its address at 21520 Yorba Linda Blvd., Suite G PMB 335, Yorba Linda, CA 92887 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS, INC.Common Stock Purchase Warrant • April 1st, 2024 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated August 25, 2022, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from NightFood Holdings, Inc., a Nevada corporation (the “Company”), up to 21,250 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated August 28, 2023, by and among the Company and the Introduced Party (as defined in the Fee Agreement).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2021 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as December 10, 2021, among Nightfood Holdings, Inc., a Nevada corporation with an address at 520 White Plains Road-Suite 500, Tarrytown, New York 10591 (the “Company”) and the Purchasers identified on the signature pages hereto (including their successors and assigns, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS INC.NightFood Holdings, Inc. • May 24th, 2023 • Sugar & confectionery products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SPENCER CLARKE MANAGEMENT, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 17, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nightfood Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), up to 275,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 13th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SUBSIDIARY GUARANTEE (the “Guarantee”), dated as of May 31, 2023, is made by Nightfood, Inc., a New York corporation, and MJ Munchies, Inc., a Nevada corporation (the “Guarantors”), Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2024 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 5, 2024, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
ContractNightFood Holdings, Inc. • September 20th, 2017 • Sugar & confectionery products
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AGREEMENT FOR SHAREHOLDER LOCK-UP AND ACQUISITION OF WARRANTSNightFood Holdings, Inc. • January 31st, 2023 • Sugar & confectionery products • New York
THIS AGREEMENT FOR SHAREHOLDER LOCK-UP AND ACQUISITION OF WARRANTS (the “Agreement”) is entered into as of January 30, 2023 and will be in effect as of February 4, 2023 between Sean Folkson (“Shareholder”) and Nightfood Holdings Inc., a Nevada corporation (“Company”).
ContractNightFood Holdings, Inc. • October 5th, 2022 • Sugar & confectionery products • New York
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
DEBT PURCHASE AGREEMENTDebt Purchase Agreement • September 20th, 2017 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
This Debt Purchase Agreement (the “Agreement”) made as of this 8th day of September, 2017, by and between Eagle Equities, LLC (the “Buyer”) and Auctus Fund, LLC. (the “Seller”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 5th, 2022 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET MAY DEVELOP FOLLOWING THIS OFFERING.
ASSIGNMENT AGREEMENTAssignment Agreement • July 11th, 2017 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
This Assignment Agreement (the “Agreement”), dated as of June 30, 2017, is being entered into among Black Forest Capital LLC (the “Assignor”) and SkyBridge Ventures LLC (the “Assignee”).
ContractNightFood Holdings, Inc. • January 31st, 2023 • Sugar & confectionery products • New York
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
SUBORDINATION AGREEMENTSubordination Agreement • September 28th, 2022 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
Nightfood Holdings, Inc., a Nevada corporation (the “Company”) has issued to each of Puritan Partners LLC, a New York limited liability corporation (“Puritan Partners”), and Verition Multi-Strategy Master Fund Ltd., a Cayman Islands corporation (“Verition” and, collectively with Puritan, the “Lenders”), a $543,478.26 principal amount 8% Original Issue Discount Senior Secured Convertible Note due December 10, 2022 of the Company (each a “Note,” and collectively, the “Notes”). The Company would like to enter into a Securities Purchase Agreement dated on or around the date hereof (the “Securities Purchase Agreement”) with Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”) pursuant to which Mast Hill shall be issued $700,000 principal amount of 8% unsecured Promissory Note (the “Mast Note”) of the Company, the Warrants (as defined in the Securities Purchase Agreement) (the “Warrants”), and other transaction documents in conjunction therewith. The Lenders have been provided
Executive Employment Agreement Dated as of February 2, 2024Executive Employment Agreement • February 2nd, 2024 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Night Food Holdings Inc., a Nevada corporation (the “Company”) and Lei Sonny Wang (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party”.
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • May 24th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”) is entered into and effective as of May 18, 2023 (the “Effective Date”) by and between Spencer Clarke LLC (the “Holder”) and Nightfood Holdings, Inc., a Nevada corporation (the “Company”). Each of the Holder and the Company are sometimes referred to herein as a “Party” or, collectively, as the “Parties.”
FORBEARANCE AND EXCHANGE AGREEMENTForbearance and Exchange Agreement • February 8th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
THIS FORBEARANCE AND EXCHANGE AGREEMENT, dated as of February 1, 2023, is entered into by and among Puritan Partners LLC, a New York limited liability company having a place of business located at 4 Puritan Rd., Rye, NY 10580 (“Puritan”), Verition Multi-Strategy Master Fund Ltd., PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Verition and, collectively with Puritan, “Holders” and each of Puritan and Verition sometimes a “Holder”), and Nightfood Holdings, Inc., a Nevada corporation (the “Company” and, with the Holders, the “Parties” and sometimes individually, a “Party”), having a principal place of business located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591.
CONSULTING AGREEMENTConsulting Agreement • February 2nd, 2024 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of February 2, 2024, by and among Nightfood, Inc., a New York corporation (“Nightfood”, or the “Company” “), Nightfood Holdings, Inc., a Nevada corporation (“the “Parent”) and Sean Folkson (the “Consultant”).
CONSULTING AGREEMENTConsulting Agreement • December 28th, 2021 • NightFood Holdings, Inc. • Sugar & confectionery products
This Consulting Agreement (“Agreement”) is made as of the 27th day of December, 2021, by and between Nightfood Holdings, Inc. (“Company”), a Nevada corporation, with offices located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591, and Sean Folkson (“Consultant”).
Spencer Clarke LLCNightFood Holdings, Inc. • October 11th, 2022 • Sugar & confectionery products
