Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2017, by and between NIGHTFOOD HOLDINGS,
INC., a Nevada corporation (the “Company”), and BLACK FOREST CAPITAL, LLC, a Wyoming limited liability
company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto,
dated as of the date hereof (the “Purchase Agreement”).


 


WHEREAS:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Five Million
Dollars ($5,000,000) of Put Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “Securities Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.            DEFINITIONS.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


a.       “Investor”
means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with
Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by
the provisions of this Agreement.


 


b.       “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.       “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the
Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”),
and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange
Commission (the “SEC”).


 


d.       “Registrable
Securities” means all of the Put Shares which have been, or which may, from time to time be issued, including without
limitation all of the shares of common stock which have been issued or will be issued to the Investor under the Purchase Agreement
(without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with
respect to the Put Shares, Underlying Shares, or shares of common stock issued to Investor as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase
Agreement.


 


e.       “Registration
Statement” means one or more registration statements of the Company covering only the sale of the Registrable Securities.


 




     


     


    

 


2.            REGISTRATION.


 


a.       Mandatory
Registration. The Company shall, within 70 calendar days of the date hereof, file with the SEC an initial Registration Statement
covering the maximum number of Registrable Securities (beginning with the Put Shares) as shall be permitted to be included thereon
in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities
by the Investor, including but not limited to under Rule 415 under the Securities Act, at then prevailing market prices (and not
fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel,
subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate
of Incorporation. The initial Registration Statement shall register only the Registrable Securities. The Investor and its counsel
shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to
such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration
to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein.
The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the
SEC at the earliest possible date. The Company shall use reasonable best efforts to keep the Registration Statement effective,
including but not limited to pursuant to Rule 415 promulgated under the Securities Act, and available for the resale by the Investor
of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may
sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the
date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under
the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.


 


b.       Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC,
pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection
with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable
opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration
to all such comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business
Day from the date the Investor receives the final pre-filing version of such prospectus.


 


c.       Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement
(a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations
set forth in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity
therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company
shall use it reasonable best efforts to cause such amendment and/or New Registration Statement to become effective as soon as
practicable following the filing thereof. In the event that any of the Underlying Shares are not included in the Registration
Statement, or have not been included in any New Registration Statement and the Company files any other registration statement
under the Securities Act (other than on Form S-4, Form S-8, or with respect to other employee related plans or rights offerings)
(“Other Registration Statement”) then the Company shall include in such Other Registration Statement first
all of such Put Shares that have not been previously registered, second all of Underlying Shares that not have been previously
registered, and third any other securities the Company wishes to include in such Other Registration Statement. The Company agrees
that it shall not file any such Other Registration Statement unless all of the Put Shares and Underlying Shares have been included
in such Other Registration Statement or otherwise have been registered for resale as described above.


 






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d.       Offering. If
the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a
Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such
Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market
prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section
2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in
such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in
such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and
its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC
shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in
Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in
accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that
have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any
provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable
Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with
any requirement of the SEC or the Staff as addressed in this Section 2(d).


 


3.            RELATED
OBLIGATIONS.


 


With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including
on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following
obligations:


 


a.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration
Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any
New Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement.


 


b.       The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and
all amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document
in a form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date
the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence
from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration
Statement.


 




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c.       Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the
SEC, at least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a
copy of the prospectus included in such registration statement and all amendments and supplements thereto (or such other number
of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final
prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR
system shall be deemed “furnished to the Investor” hereunder.


 


d.       The
Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably
requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements
to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in
any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company
of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for
sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice
of the initiation or threatening of any proceeding for such purpose.


 


e.       As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare
a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such
supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall
also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has
been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of
any request by the SEC for amendments or supplements to any registration statement or related prospectus or related information,
and (iii) of the Company’s reasonable determination that a post-effective amendment to a registration statement would be
appropriate.


 


f.       The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 




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g.       The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h.       The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates
to be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may
request.


 


i.       The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


j.       If
reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of
such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any registration statement.


 


k.       The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 


l.       Within
one (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such registration statement has been declared effective by the SEC
in the form attached hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall require
its counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of such registration statement has
lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the registration
statement is current and available to the Buyer for sale of all of the Registrable Securities.


 


m.       The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any registration statement.


 


4.            OBLIGATIONS
OF THE INVESTOR.


 


a.       The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in
connection with any registration statement hereunder. The Investor shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it
as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.


 




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b.    The
Investor agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any registration statement hereunder.


 


c.       The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the
kind described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of
Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the
Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first
sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver
shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection
with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the
Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or
the first sentence of Section 3(e) and for which the Investor has not yet settled.


 


5.            EXPENSES
OF REGISTRATION.


 


All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 


6.            INDEMNIFICATION.


 


a.       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor,
each Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents,
representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act
or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs,
attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC,
whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective amendment
thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue
sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or
the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final
prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of
the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities
law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the
Registration Statement or any New Registration Statement or (iv) any material violation by the Company of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall
reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i)
shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information about the Investor furnished in writing to the Company by such Indemnified Person
expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any
such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section
3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from
whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit
of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded
prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in
writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person,
notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of
the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was
timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or
on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to
Section 9.


 






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b.       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified
Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The
Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation
or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or
any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action,
claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The
failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action
shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section
6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.


 






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c.       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


d.       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.            CONTRIBUTION.


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 


8.            REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACTS.


 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without
registration (“Rule 144”), the Company agrees, at the Company’s sole expense, to:


 


a.       make
and keep public information available, as those terms are understood and defined in Rule 144;


 


b.       file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required
for the applicable provisions of Rule 144;


 


c.       furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule
144 without registration; and


 


d.       take
such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule
144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to
the Company’s Transfer Agent as may be requested from time to time by the Investor and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 




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The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that
Investor shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary
or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such
terms or provisions.


 


9.            ASSIGNMENT
OF REGISTRATION RIGHTS.


 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.
The Investor may not assign its rights under this Agreement without the written consent of the Company.


 


10.          AMENDMENT
OF REGISTRATION RIGHTS.


 


No
provision of this Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately
preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision
of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than
in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise
any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate
as a waiver thereof.


 


11.          MISCELLANEOUS.


 


a.       A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.


 


b.       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses for such communications shall be:


 


If
to the Company:


 


NIGHTFOOD
HOLDINGS, INC.


520 White Plains Road, Suite 500


Tarrytown,
NY 10591


E-mail:
Nightfood@nightfood.com


 




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If
to the Investor:


 


BLACK
FOREST CAPITAL, LLC


81
Prospect St.


Brooklyn,
NY 11201


Email:
Contact@BlackForest.Capital 


 


With
a copy to (which shall not constitute notice or service of process):


 


Legal
& Compliance, LLC


330 Clematis Street


Suite
217


West
Palm Beach, FL 33401


	 	Telephone:	561-514-0936
	 	Facsimile:	561-514-0832
	 	E-mail:	lanthony@legalandcompliance.com
	 	Attention:	Laura
    Anthony, Esq.


 


or
at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine or email account containing the time, date, recipient facsimile number or email
address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c.       The
laws of the State of New York shall govern all issues concerning this Agreement. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the
State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision
of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




    	 	10	 



     


    

 


d.       This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


e.       Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.


 


f.       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


g.       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party
so delivering this Agreement.


 


h.       Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.       The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party.


 


j.       This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not
for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


*
* * * * *


 




    	 	11	 



     


    

 


IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above
written.


 


	 	THE
    COMPANY: 
	 	 
	 	NIGHTFOOD
    HOLDINGS, INC.


 


	 	By:	/s/
    Sean
    Folkson
	 	Name:	Sean
    Folkson
	 	Title:	Chief
    Executive Officer


 


	 	INVESTOR:
    
	 	 
	 	BLACK
    FOREST CAPITAL, LLC


 


	 	By:	/s/
     Max Riccio
	 	Name:
    	Max
    Riccio
	 	Title:
    	Authorized
    Signer


 




    	 	12	 



     


    

 


EXHIBIT
A


 


TO
REGISTRATION RIGHTS AGREEMENT


 


FORM
OF NOTICE OF EFFECTIVENESS 

OF REGISTRATION STATEMENT


 


______,
2017


 


ClearTrust,
LLC


16540
Pointe Village Dr., Suite 210


Lutz,
FL 33558


 


Re:
[                   ]


 


Ladies
and Gentlemen:


 


We
are counsel to NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), and have represented
the Company in connection with that certain Purchase Agreement, dated as of February 8, 2017 (the “Purchase Agreement”),
entered into by and between the Company and Black Forest Capital, LLC (the “Buyer”) pursuant to which the Company
has agreed to issue to the Buyer shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”),
in an amount up to Five Million Dollars ($5,000,000) (the “Put Shares”), in accordance with the terms of the
Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered with
the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


		(1)	____________
                                                                                                                                                                                                                                                                                          Put                                          Shares to be issued to the Buyer upon purchase from the Company by the Buyer
                                                                                                                                                                                                                                                                                          from time to time; and



 


		(2)	____________
                                                                                                                                                                                                                                                                                          shares of Common Stock that are underlying the Commitment Note (the “Underlying Shares”).



 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Put Shares and the Underlying Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on ______,
2017, the Company filed a Registration Statement (File No. 333-[             ])
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating
to the resale of the Put Shares and the Underlying Shares.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the Securities Act at [           ]
[A.M./P.M.] on [                ], 2017
and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Initial Put Shares,
the Put Shares and the Underlying Shares are available for resale under the Securities Act pursuant to the Registration Statement
and may be issued without any restrictive legend.


 






     


     


    

 





	 	Very truly yours,

 [Company Counsel]
	 	 	 
	 	By:	 


 


	cc:	Black
    Forest Capital, LLC