COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS, INC.Common Stock Purchase Warrant • May 24th, 2023 • NightFood Holdings, Inc. • 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).
COMMON STOCK PURCHASE WARRANT NightFood holdings, INC.Common Stock Purchase Warrant • May 24th, 2023 • NightFood Holdings, Inc. • 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 May 18, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NightFood Holdings, Inc. a Nevada corporation (the “Company”), up to 360,000 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 • May 24th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services received (in connection with the issuance of the promissory note in the principal amount of $160,941.18 to Mast Hill Fund of even date) (the “Note”), Spencer Clarke Management LLC (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”), 551,515 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 March 24, 2023, by and among the Company and Mast Hill Fund, LP (the “Purchase Agreement”)
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS INC.Common Stock Purchase Warrant • May 24th, 2023 • NightFood Holdings, Inc. • 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).
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.”
Re: Amendment and Addendum to Letter of EngagementAmendment and Addendum to Letter of Engagement • May 24th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products
This letter serves as an amendment and addendum to the Letter of Engagement between Spencer Clarke LLC (“SC”) and Nightfood Holdings, Inc. (“NGTF”), dated February 2, 2021 (the “Original Letter”), as amended and supplemented by that letter agreement between SC and NGTF dated September 6, 2022 and that letter agreement between SC and NGTF dated October 4, 2022 (the Original Letter as so amended, the “Engagement Letter”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Engagement Letter.
