SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 28th, 2022 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 22, 2022, 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”).
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS, INC.Security Agreement • September 28th, 2022 • 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 $700,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (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”), 7,000,000 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 September 22, 2022, by and among the Company and the
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
MFN Amendment AgreementMFN Amendment Agreement • September 28th, 2022 • NightFood Holdings, Inc. • Sugar & confectionery products
AGREEMENT, dated as of September 23, 2022 (this “Agreement”), by and between Puritan Partners LLC, a New York limited liability company (“Puritan Partners”), Verition Multi-Strategy Master Fund Ltd. (“Verition,” and collectively with Puritan Partners, the “Purchasers”) and Nightfood Holdings, Inc., a Nevada corporation (the “Company”), having an address at 520 White Plains Road-Suite 500, Tarrytown, New York. 10591. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement, dated as of December 10, 2021, by and between the Purchasers and the Company (the “Securities Purchase Agreement”) and the Notes (as defined therein), as the case may be.
Re: Finder’s Fee AgreementFinder’s Fee Agreement • September 28th, 2022 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
As you know, NightFood Holdings, Inc. (the “Issuer”), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement (“Agreement”) sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. (“Darbie”), will introduce the Issuer to third-party investors (each, an “Introduced Party”).
