SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 5, 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”).
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS, INC.Common Stock Purchase Warrant • February 8th, 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 $619,000.00 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”), 6,900,000 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 February 5, 2023, by and among the Company and the Ho
FORBEARANCE AND EXCHANGE AGREEMENTForbearance and Exchange Agreement • February 8th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
THIS FORBEARANCE AND EXCHANGE AGREEMENT, dated as of February 1, 2023, is entered into by and among Puritan Partners LLC, a New York limited liability company having a place of business located at 4 Puritan Rd., Rye, NY 10580 (“Puritan”), Verition Multi-Strategy Master Fund Ltd., PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Verition and, collectively with Puritan, “Holders” and each of Puritan and Verition sometimes a “Holder”), and Nightfood Holdings, Inc., a Nevada corporation (the “Company” and, with the Holders, the “Parties” and sometimes individually, a “Party”), having a principal place of business located at 520 White Plains Road, Suite 500, Tarrytown, New York 10591.
