Nightfood Holdings Inc (NGTF)

[Sputnik]

Registrant entered into a Security Purchase Agreement and Convertible Promissory note dated July 5, 2019, and funded on July 5, 2019 in the net amount of $300,000. The lender was Eagle Equities, LLC. The new note carries an 8% interest rate, and has a maturity date of twelve (12) months from the date of execution. Should the Note not be paid in full prior to maturity, any remaining balance would be convertible into the Registrant’s common stock at a discount to market.

Eagle has been providing similarly structured financing to registrant since September 8, 2017. The majority of these funds will go towards building Nightfood ice cream inventory and costs related to existing distribution partnerships as well as marketing and brand awareness to support the national roll-out.

The forgoing is a summary of the note and securities purchase agreement and is qualified in its entirety by the note and security purchase agreement, which are exhibits hereto.