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.
SECURITY AGREEMENTSecurity Agreement • December 16th, 2021 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
SECURITY AGREEMENT, dated as of December 10, 2021 (this “Agreement”), among Nightfood Holdings, Inc., a Nevada limited liability company (“Nightfood Holdings” or the “Company”), Nightfood, Inc., a New York corporation, and MJ Munchies, Inc., a Nevada corporation (collectively, the “Subsidiary Guarantors” and collectively with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Notes due December 10, 2022 in aggregate principal amount of $1,086,956.52 (the “Notes”), signatory hereto, its endorsees, transferees and assigns (individually referred to as, the “Secured Party” and collectively referred to as, the “Secured Parties”) and [ ], as Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”).
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).
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 • 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”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 16th, 2021 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
GUARANTEE, dated as of December 10, 2021, made by Nightfood, Inc., a New York corporation, and MJ Munchies, Inc., a Nevada corporation (the “Guarantors”), in favor of [ ] (the “Purchasers”).
PLEDGE AGREEMENTPledge Agreement • December 16th, 2021 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of December 10, 2021 made by Sean Folkson (“Pledgor”), in favor of the Pledgees set forth on the signature page hereof ( the “Pledgees”).
