Exhibit 10.4


 


THIS NOTE AND THE COMMON
STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)


 


US $60,000.00


 


NIGHTFOOD HOLDINGS, INC.


8% CONVERTIBLE REDEEMABLE NOTE


DUE DECEMBER 27, 2018


 


FOR VALUE RECEIVED, Nightfood Holdings,
Inc. (the “Company”) promises to pay to the order of EAGLE EQUITIES, LLC and its authorized successors and Permitted
Assigns, defined below, (“Holder”), the aggregate principal face amount Sixty Thousand Dollars exactly (U.S. $60,000.00)
on December 27, 2018 (“Maturity Date”) and to pay interest on the principal amount outstanding hereunder at the
rate of 8% per annum commencing on December 27, 2017. The interest will be paid to the Holder in whose name this Note is registered
on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are
payable at 91 Shelton Ave, Suite 107, New Haven, CT 06511, initially, and if changed, last appearing on the records of the Company
as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding
principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the
Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company.
The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and
discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest
shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment,
transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities
Purchase Agreement.


 


This Note is subject to the following additional
provisions:


 


1. This Note is exchangeable for an equal
aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No
service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental
charges payable in connection therewith. To the extent that Holder subsequently transfers, assigns, sells or exchanges any of the
multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions of Counsel as provided for
in Section 2(f) of the Securities Purchase Agreement.


  


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2. The Company shall be entitled to withhold
from all payments any amounts required to be withheld under applicable laws.


 


3. This Note may be transferred or exchanged
only in compliance with the Securities Act of 1933, as amended (“Act”), applicable state securities laws and Sections
2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying party shall be treated by the Company
as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose
name this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note
be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this
Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in
Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation
that this Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The
date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion
will be accompanied by an Opinion of Counsel.


 


4. (a) The Holder of this Note is entitled,
at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares
of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share
of Common Stock equal to 50% of the lowest trading price of the Common Stock as reported on the National Quotations
Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded
in the future (“Exchange”), for the twenty prior trading days including the day upon which
a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered together with an Opinion of
Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time
if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the
Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock
to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall
be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s
Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders
to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this
increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased
to 40% instead of 50% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the
4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. In no
event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock
beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company
(which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).


  


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(b) Interest on any unpaid principal balance
of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock (“Interest Shares”).
Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section
4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the
unpaid principal balance of this Note to the date of such notice.


 


(c) During the first six months this Note
is in effect, the Company may redeem this Note by paying to the Holder an amount as follows:


 


	Date	 	Amount
	0-30 days	 	115% * (P+I)
	31-60 days	 	120% * (P+I)
	61-90 days	 	125% * (P+I)
	91-120 days	 	130% * (P+I)
	121-150 days	 	135% * (P+I)
	151-180 days	 	140% * (P+I)


 


This Note may not be redeemed after 180
days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption
will be invalid and the Company may not redeem this Note. Such redemption must be closed and funded within 3 days of giving notice
of redemption of the right to redeem shall be null and void.


 


(d) Upon (i) a transfer of all or substantially
all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification,
capital reorganization (excluding an increase in authorized capital) or other change or exchange of outstanding shares of the Common
Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with
or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely
to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding
shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale
Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal
amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert
the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock
immediately prior to such Sale Event at the Conversion Price.


 


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(e) In case of any Sale Event (not to include
a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted,
the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting
this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including
cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the
number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as
defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events.
If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board
of Directors of the Company or successor person or entity acting in good faith.


 


5. No provision of this Note shall alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note
at the time, place, and rate, and in the form, herein prescribed.


 


6. The Company hereby expressly waives
demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration
or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily
liable for the payment of all sums owing and to be owing hereto.


 


7. The Company agrees to pay all costs
and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the Holder in collecting any amount due
under this Note.


 


8. If one or more of the following described
“Events of Default” shall occur:


 


(a) The Company shall default in the payment
of principal or interest on this Note or any other note issued to the Holder by the Company; or


 


(b) Any of the representations or warranties
made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by
or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under
which this note was issued shall be false or misleading in any respect; or


 


(c) The Company shall fail to perform or
observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any
other note issued to the Holder; or


 


(d) The Company shall (1) become insolvent
(which does not include a “going concern opinion); (2) admit in writing its inability to pay its debts generally as they
mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent
to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file
a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy
relief, all under federal or state laws as applicable; or


  


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(e) A trustee, liquidator or receiver shall
be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged
within sixty (60) days after such appointment; or


 


(f) Any governmental agency or any court
of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial
portion of the properties or assets of the Company; or


 


(g) One or more money judgments, writs
or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered
or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed
for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or


 


(h) Defaulted on or breached any term of
any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate
grace period; or


 


(i) The Company shall have its Common Stock
delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the
Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;


 


(j) If a majority of the members of the
Board of Directors of the Company on the date hereof are no longer serving as members of the Board;


 


(k) The Company shall not deliver to the
Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice
of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or


 


(l) The Company shall not replenish the
reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


(m) The Company shall be delinquent in
its periodic report filings with the Securities and Exchange Commission; or


 


(n) The Company shall cause to lose the
“bid” price for its stock in a market (including the OTC marketplace or other exchange).


  


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Then, or at any time thereafter, unless
cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole
discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice
of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other
instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of
grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law.
Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not
permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the parties
agree that damages shall be difficult to determine and agree on liquidated damages in the amount of $250 per day the shares are
not issued beginning on the 4th day after the conversion notice was delivered to the Company. The agreed liquidated
damages shall increase to $500 per day beginning on the 10th day. In the event of a breach of Section 8(n), the parties
agree that damages shall be difficult to determine and hereby agree to an increase of the outstanding principal amounts by 20%
as a liquidated damages payment. In case of a breach of Section 8(i), the parties agree that damages will be difficult to determine
and agree that the outstanding principal due under this Note shall increase by 50% as a liquidated damages payment. If this Note
is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. Further, if a breach of Section 8(m)
occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing
bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during
the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions
at $0.005 per share.


 


If the Holder shall commence an action
or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails
in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or proceeding.


 


Make-Whole for Failure to Deliver Loss.
At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the
3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver
Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect
of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure to Deliver Loss = [(Highest VWAP
for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]


 


The Company must pay the Failure to Deliver
Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written
notice to the Company.


 


9. In case any provision of this Note is
held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall
be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability
of the remaining provisions of this Note will not in any way be affected or impaired thereby.


 


10. Neither this Note nor any term hereof
may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.


 


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11. The Company represents that it is not
a “shell” issuer and that if it previously has been a “shell” issuer that at least 12 months have passed
since the Company has reported Form 10 type information indicating it is no longer a “shell issuer.


 


12. The Company shall
issue irrevocable transfer agent instructions reserving (3,692,000) shares of its Common Stock for conversions under this Note
(the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled.
The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to Holder. If such
amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve
a minimum of four times the amount of shares required if the note would be fully converted.  The Holder may reasonably request
increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share
information to the Holder in connection with its conversions.


 


13. If it shall be found that any interest
or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically
be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants
(to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive
the Company from paying all or a portion of the principal or interest on this Note.


 


14. This Note shall be governed by and
construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed within the State of Nevada
and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial
by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts sitting
in the county or city of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed
counterpart to this Agreement shall be effective as an original.


 


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IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed by an officer thereunto duly authorized.


 


Dated: ______________


 





	 	Nightfood Holdings, Inc.
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 




 


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EXHIBIT A


 


NOTICE OF CONVERSION


 


(To be Executed by the Registered Holder
in order to Convert the Note)


 


The undersigned hereby irrevocably elects
to convert $___________ of the above Note into _________ Shares of Common Stock of Nightfood Holdings, Inc. (“Shares”)
according to the conditions set forth in such Note, as of the date written below.


 


If Shares are to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect
thereto.


 





Date of Conversion: ________________________________________________________


Applicable Conversion Price: _________________________________________________


Signature: ________________________________________________________________


[Print Name of Holder and Title of Signer]


Address: _________________________________________________________________


 _________________________________________________________________


 


SSN or EIN: _______________________


Shares are to be registered in the following name: ______________________________________


 


Name: ____________________________________________________


Address: __________________________________________________


Tel: __________________________


Fax: __________________________


SSN or EIN: ____________________


 


Shares are to be sent or delivered to the following account:


 


Account Name: ________________________________________________________


Address: _____________________________________________________________


 


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