FORM OF COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS INC.Common Stock Purchase Warrant • April 23rd, 2021 • NightFood Holdings, Inc. • 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 5:00 p.m. (New York City time) on April 15, 2026 (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 [___] 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).
April 12, 2021Settlement Agreement • April 23rd, 2021 • NightFood Holdings, Inc. • Sugar & confectionery products
This letter shall serve as a binding settlement Agreement (“Agreement”), between Nightfood Holdings, Inc. (“Nightfood”) and Eagle Equities, LLC (“Eagle”) regarding 100% of the outstanding Nightfood debt held by Eagle related to each and all of the convertible notes ever entered into between the two Parties (the “Parties”).
Spencer ClarkeLetter of Engagement • April 23rd, 2021 • 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 engaged 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 (“Financings”) and for any Sale, Joint Venture, Merger or Acquisition transactions (“M&A Transactions”) or any other corporate finance activity, collectively (“Corporate Finance Activity”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 23rd, 2021 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
THIS SUBSCRIPTION AGREEMENT (the “Subscription Agreement” or “Agreement”) made as of this _____ day of April, 2021 between NightFood Holdings, Inc., a corporation organized under the laws of the State of Nevada with offices at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”).
