SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 28, 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 • March 7th, 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 $160,941.18 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”), 1,820,000 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 28, 2023, by and among the Company and the H
COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS INC.NightFood Holdings, Inc. • March 7th, 2023 • Sugar & confectionery products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Drew Lane Capital 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 February [ ], 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 [ ] 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).
EXCHANGE AND AMENDMENT AGREEMENTExchange and Amendment Agreement • March 7th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products • New York
THIS EXCHANGE AND AMENDMENT AGREEMENT, dated as of February [23], 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.
WARRANT AMENDMENT AND EXERCISE AGREEMENTWarrant Amendment and Exercise Agreement • March 7th, 2023 • NightFood Holdings, Inc. • Sugar & confectionery products
THIS WARRANT AMENDMENT AND EXERCISE AGREEMENT (this “Agreement”), dated as of the [ ] day of February, 2023, is made and entered into by and between [ ], a [ ] limited liability company (the “Warrantholder”), and Nightfood Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Original Warrant (as defined below).
