SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 31, 2023, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, New York 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”).
FORM OF COMMON STOCK PURCHASE WARRANT NightFood holdings, INC.Common Stock Purchase Warrant • October 13th, 2023 • NightFood Holdings, Inc. • 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.Security Agreement • 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 29, 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”).
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”).
PLEDGE AGREEMENTPledge Agreement • October 13th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products
This PLEDGE AGREEMENT (this “Agreement”), dated as of June 1, 2023, made by and between Sean Folkson (“Pledgor”), Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (together with its successors and assigns, the “Pledgees”).
Spencer ClarkeLetter of Engagement • October 13th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
This letter agreement/engagement confirms our agreement that Nightfood Holdings, Inc. (NGTF), a Nevada corporation, its surviving entities, common interest entities, affiliates, and subsidiaries, (the “Company”) has agreed to engage Spencer Clarke LLC (SC) (together with its affiliates and subsidiaries, “Spencer Clarke” , “SC” or the “Placement Agent”) to act as the Company’s “Exclusive” Placement Agent in connection with any Capital/Debt Raise, warrant exercise, (“Financings”) and for any Sale, Joint Venture, Merger ,Acquisition or transaction (“M&A Transactions”) or any other financially structured corporate activity, collectively (“Corporate Finance Activity”) as of July 7, 2023.
