Exhibit
10.2


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 16, 2017., is entered into by and between NIGHTFOOD
HOLDINGS, INC., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company
(the “Purchaser”),


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the “Securities Act” or “1933 Act”), and Rule 506 promulgated thereunder by the United States
Securities and Exchange Commission (the “SEC”), the Company desires to issue and sell to the Purchaser, and the Purchaser
desires to purchase from the Company a 12% Convertible Note of the Company, in the form attached hereto as Exhibit A, in the principal
amount of $75,000.00 (together with any note(s) issued in replacement thereof or as interest thereon or otherwise with respect
thereto in accordance with the terms thereof, the “Note”), convertible into shares (“Conversion Shares”)
of common stock, $0.001 par value per share (the “Common Stock”), of the Company, upon the terms and subject to the
limitations and conditions set forth in such Note.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


1.    Purchase
and Sale of Note.


 


a)       Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser
agrees to purchase from the Company, the Note for an aggregate purchase price of $71,500.00 (“Purchase Price”).


 


b)       Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, simultaneously with delivery of the Note,
and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with delivery
of such Purchase Price.


 


c)       Closing
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the first business day
following the date hereof or such other mutually agreed upon time (the “Closing Date”) at the offices of Purchaser’s
counsel.


 


2.   
Purchaser’s Representations and Warranties. The Purchaser represents and warrants to the Company that:


 


a)       Investment
Purpose. Purchaser is acquiring the Securities for its own account and not with a view towards, or for resale in connection
with, the public sale or distribution thereof in violation of applicable securities laws; provided, however, by making the representations
herein, Purchaser does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration
statement or an exemption under the 1933 Act. The Purchaser is acquiring the Securities hereunder in the ordinary course of its
business. The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person to distribute
any of the Securities in violation of applicable securities laws.


 





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b)      Accredited
investor Status. The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).


 


c)      Reliance
on Exemptions. The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire the Securities.


 


d)      Information.
The Purchaser and its advisors, if any, have been, and for so long as the Securities remain outstanding will continue to be,
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer
and sale of the Securities which have been reasonably requested by the Purchaser or its advisors, provided that the Purchaser
has not been furnished with, and the Company shall not in the future deliver to the Purchaser without its consent, any material
non-public information concerning the Company. The Purchaser and its advisors, if any, have been, and for so long as the Securities
remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Neither such inquiries nor any
other due diligence investigation conducted by Purchaser or any of its advisors or representatives shall modify, amend or affect
Purchaser’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Purchaser
understands that its investment in the Securities involves a significant degree of risk.


 


e)       Governmental
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.


 


f)        Transfer
or Re-sale. The Purchaser understands that (i) the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the 1933 Act, (b) the Purchaser shall have delivered to the Company
an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be reasonably acceptable to the Company, (c) the Securities are sold or transferred to an “affiliate”
(as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Purchaser who agrees
to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d)
the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a
successor rule) (“Regulation S”) and the Purchaser shall have delivered to the Company an opinion of counsel reasonably
acceptable to the Company relating to such Regulation S; (ii) any sale of such Securities made in reliance on Rule 144 may be
made only in accordance with the terms of such Rule and further, if such Rule is not applicable, any re-sale of such Securities
under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that
term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations
of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities
under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each
case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.


 


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g)       Legends.
The Purchaser understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant
to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set
forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive
legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE]
[EXERCISABLE] HAVE BEEN]lTB.E SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such
holder provides the Company with an opinion of counsel at the Company’s expense, in the form, substance and scope customary
for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made
without registration under the 1933 Act, which opinion shall be reasonably accepted by the Company so that the sale or transfer
is effected. The Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the legend
has been removed, in compliance with applicable prospectus delivery requirements, if any.


 


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h)       Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on
behalf of the Purchaser, and this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in
accordance with its terms.


 


3.    
Representations and Warranties of the Company. The Company represents and warrants to the Purchaser, as of the date hereof
and the Closing Date, that:


 


a)      Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the
jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business
conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have
a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations,
assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


b)      Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement
and the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance
with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Note by the Company and the
consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the
Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion and exercise thereof)
have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company,
its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the
Company by its authorized representative, and such authorized representative is the true and official representative with
authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly,
and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note and each of such
instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in
accordance with its terms.


 


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c)      Capitalization.
As of the date hereof, the authorized capital stock of the Company, and number of shares issued and outstanding, is as set forth
in the Company’s most recent periodic report filed with the SEC. Except as disclosed on Schedule 3(c) hereof, no shares
are reserved for issuance pursuant to the Company’s stock option plans. Except as disclosed in the SEC Documents no shares
are reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock.
All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and
non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the
shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the
effective date of this Agreement, and except as disclosed in the SEC Documents, (i) there are no outstanding options, warrants,
scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments
or rights of any character whatsoever relating to, or securities, notes or rights convertible into or exchangeable for any shares
of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is
or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements
or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities
under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the
Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities.
The Company has furnished to the Purchaser true and correct copies of the Company’s Certificate of Incorporation as in effect
on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof
(the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and
the material rights of the holders thereof in respect thereto.


 


d)      Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note,
as the case may be, in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


e)      Acknowledgment of Dilution. The Company’s executive officers and directors understand the nature of the Securities
being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings
of other holders of the Company’s equity or rights to receive equity of the Company. The board of directors of the Company
has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company.
The Company specifically acknowledges that its obligation to issue the Conversion Shares upon conversion of the Notes is binding
upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other stockholders
of the Company or parties entitled to receive equity of the Company.


 


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f)       No
Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance
of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation
or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event
which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of
its Subsidiaries is a party and that is not filed as an SEC Document or other document filed with the SEC, or (iii) result in
a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations
and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company
or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except
for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate
of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default
(and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default)
under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries
is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the
Purchaser owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically
contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not
required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency,
regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform
any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the
Securities in accordance with the terms hereof and thereof and to issue the Conversion Shares. All consents, authorizations, orders,
filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected
on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board
(the “OTCBB”), or OTCQB, or OTC Pink and does not reasonably anticipate that the Common Stock will be delisted by
the OTCBB, or OTCQB, or OTC Pink in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances,
which might give rise to any of the foregoing.


 


g)      SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial
statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being
hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser
true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934
Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements
made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements
as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements
of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in
the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary
course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required
under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate,
are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements
of the 1934 Act.


 


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h)      Absence of Certain Changes, Since February 21, 2017, there has been no material adverse change and no material adverse
development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects
or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


i)      Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to
the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard
to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances,
which might give rise to any of the foregoing.


 


j)       Patents.
Copyrights. etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents,
patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service
names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now
operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to,
or proceeding pending, or to the Company's knowledge threatened, which challenges the right of the Company or of a Subsidiary
with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated
to be operated in the future); to the best of the Company's knowledge, the Company's or its Subsidiaries' current and intended
products, services and processes do not infringe on any Intellectual Property or other rights held by any person and/or entity;
and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of
its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual
Property.


 


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k)       No
Materially Adverse Contracts. Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has
or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to
any contract or agreement, which in the judgment of the Company's officers has or is expected to have a Material Adverse Effect.


 


I)       Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on
its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed
a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or
local tax. None of the Company's tax returns is presently being audited by any taxing authority.


 


m)     Certain Transactions. Except for arm's length transactions pursuant to which the Company or any of its Subsidiaries makes
payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain
from third parties and other than the grant of any stock options disclosed on Schedule 3(c), none of the officers, directors,
or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for
services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from
any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


n)      Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement
and provided to the Purchaser pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby
is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to
make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event
or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties,
prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or
announcement by the Company but which has not been so publicly announced or disclosed.


 


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o)      Acknowledgment Regarding Purchaser' Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting
solely in the capacity of arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The
Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Purchaser or any
of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not
advice or a recommendation and is merely incidental to the Purchaser's purchase of the Securities.


 


p)      No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
that would require registration under the 1933 Act of the issuance of the Securities to the Purchaser. The issuance of the Securities
to the Purchaser will not be integrated with any other issuance of the Company's securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities.


 


q)      Brokers. The Company hereby represents and warrants that it has not hired, retained or dealt with any broker, finder, consultant,
person, firm or corporation in connection with the negotiation, execution or delivery of this Agreement or the transactions contemplated
hereunder. The Company covenants and agrees that should any claim be made against Purchaser for any commission or other compensation
by any broker, finder, person, firm or corporation, including without limitation, the Broker, based upon the Company's engagement
of such person in connection with this transaction, the Company shall indemnify, defend and hold Purchaser harmless from and against
any and all damages, expenses (including attorneys' fees and disbursements) and liability arising from such claim. The Company
shall pay the commission of the Broker, to the attention of the Broker, pursuant to their separate agreement(s) between the Company
and the Broker.


 


r)       Permits: Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of
the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. February 21, 2017, neither the Company nor any of its Subsidiaries
has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices
relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse
Effect.


 


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s)       Environmental
Matters.


 


i.     There are, to the Company's knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions,
activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental
liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal,
state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of
the foregoing, nor is any action pending or, to the Company's knowledge, threatened in connection with any of the foregoing. The
term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human
health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


ii.    Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during
the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the
Company's or any of its Subsidiaries' business.


 


iii.   There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.


 


t)       Title
to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would
not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are
held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


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u)      Insurance.
The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such coverage amounts as are prudent and customary in the businesses in which the Company is engaged, including, but not
limited to, directors and officers insurance coverage with coverage amounts that are at least equal to the aggregate Purchase
Price. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business without a significant increase in cost.


 


v)      Internal
Accounting Controls. Except as disclosed in the SEC Documents, the Company and each of its Subsidiaries maintain a system
of internal accounting controls sufficient, in the judgment of the Company's board of directors, to provide reasonable assurance
that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.


 


w)     Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee
or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the
Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political
activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate
funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or
employee.


 


x)       Solvency.
Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement)
is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its
existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably
conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to,
nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection
therewith as such debts mature.


 


y)      No investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be, an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


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z)       No
“Shell”. The Company is not, and has not at any time previously been a Shell Company, as defined in Rule 144.


 


aa)    Bad
Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the
basis of being a “bad actor” as that term is established in the in the September 19, 2013 Small Entity Compliance
Guide published by the Securities and Exchange Commission.


 


4.    
COVENANTS.


 


a)       Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section
6 and 7 of this Agreement.


 


b)       Form D; Blue Sky Laws. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date,
take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Purchaser at
the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of
the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken
to the Purchaser on or prior to the Closing Date.


 


c)       Use
of Pros. The Company shall use the proceeds from the sale of the Securities for general corporate purposes, marketing and
sales, product development, key personnel recruiting and business development purposes.


 


d)       Financial Information. Upon written request of the Purchaser, the Company agrees to send or make available the following
reports to the Purchaser until the Purchaser transfers, assigns, or sells all of the Securities: (i) within ten (10) days after
the filing (or the applicable deadline to so file) with the SEC or OTC Markets Group, a copy of its Annual Report and its Quarterly
Reports and any Supplemental Reports; (ii) within one (1) day after release, copies of all press releases issued by the Company
or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the Company,
copies of any notices or other information the Company makes available or gives to such shareholders. Notwithstanding the foregoing,
the Company shall not disclose any material nonpublic information to the Purchaser without its consent unless such information
is disclosed to the public prior to or promptly following such disclosure to the Purchaser.


 


e)       Listing.
The Company will obtain and, so long as the Purchaser owns any of the Securities, maintain the listing and trading of its Common
Stock on the OTCBB, and OTCQB, or OTC Pink or any equivalent replacement exchange, the NASDAQ Stock Market (“NASDAQ”),
the New York Stock Exchange (“NYSE”), or the NYSE MKT, f/kla American Stock Exchange (“AMEX”), and will
comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Financial Industry
Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Purchaser
copies of any notices it receives from the SEC, OTC Markets Group and any other exchanges or quotation systems on which the Common
Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems,
provided that it shall not provide any notices constituting material nonpublic information.


 


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f)       Corporate
Existence. So long as the Purchaser beneficially owns any Securities, the Company shall maintain its corporate existence
and shall not sell all or substantially all of the Company's assets, except in the event of a merger or consolidation or sale
of all or substantially all of the Company's assets, where the surviving or successor entity in such transaction (i) assumes
the Company's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is
a publicly traded corporation whose Common Stock is listed for trading on NASDAQ, NYSE or AMEX.


 


g)       No
Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.


 


h)     Securities Laws Disclosure: Publicity. The Company shall comply with applicable securities laws by filing a Current Report
on Form 8-K, within four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated
hereby, if the Company deems the transactions contemplated hereby to constitute material nonpublic information. The Company and
Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,
and neither the Company nor Purchaser shall issue any such press release or otherwise make any such public statement without the
prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of Purchaser, with
respect to any press release of the Company, except if such disclosure is required by law, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication.


 


i)      Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by this
Agreement, the Company covenants and agrees that neither it nor any other person acting on its behalf will provide the Purchaser
or its agents or counsel with any information that the Company believes constitutes material nonpublic information, unless prior
thereto the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company
understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.


 


j)      Subsidiaries. So long as the Note remains outstanding, the Company shall not transfer any assets or rights to any of its
subsidiaries or permit any of its subsidiaries to engage in any significant business or operations, whether such subsidiaries
are currently existing or hereafter created.


 


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k)      Insurance.
So long as the Note remains outstanding, the Company and its Subsidiaries shall maintain in full force and effect insurance
reasonably believed by the Company to be adequate coverage (a) on all assets and activities, covering property loss or damage
and loss of income by fire or other hazards or casualty, and (b) against all liabilities, claims and risks for which it is customary
for companies similarly situated to the Company to insure, including without limitation applicable product liability insurance,
required workmen's compensation insurance, and other insurance covering injury or damage to persons or property, but excluding
directors and officers insurance coverage. The Company shall promptly furnish or cause to be furnished evidence of such insurance
to the Purchaser, in form and substance reasonably satisfactory to the Purchaser.


 


l)       Par
Value. If the closing bid price at any time the Note is outstanding falls below $0.005, the Company shall cause the par value
of its Common Stock to be reduced to $0.0001 or less.


 


m)      ROFR.
In the event that at any time on or prior to the date which is six months following the Closing Date, the Company desires
to borrow funds, raise additional capital and/or issue additional promissory notes, whether convertible into shares of securities
of the Company or otherwise (a “Prospective Financing”), the Purchaser shall have the right of first refusal to participate
in the Prospective Financing, and the Company shall provide written notice containing the terms of such Prospective Financing
(the “ROFR Notice”) to the Purchaser prior to effectuating any such transaction, provided that this right shall not
apply to any transaction (a) in which the Company receives more than $250,000.00 of net proceeds in a single transaction; or (b)
that does not involve the issuance of any securities which are directly or indirectly convertible, exercisable or exchangeable
into or for capital stock of the Company. The ROFR Notice shall specify all of the key terms of the Prospective Financing, including,
but not limited to, the proposed investment amount, the proposed rate of interest, the proposed conversion price, the proposed
term of the investment, the type and number of securities to be sold and any and all other relevant terms, each as applicable.
Upon Purchaser's receipt of the ROFR Notice, Purchaser shall have the exclusive right to participate in such Prospective Financing(s),
upon the terms specified in the ROFR Notice, by sending written notice to the Company within seven (7) business days after Purchaser's
receipt of the ROFR Notice. In the event Purchaser fails to exercise its right of first refusal with respect to an ROFR Notice
within the time set forth above, Purchaser shall be deemed to have waived its right of first refusal with respect to such Prospective
Financing, provided that it shall retain such right with respect to any future Prospective Financing. Notwithstanding anything
contained herein, the Company shall not furnish any material non-public information concerning the Company without the Purchaser's
prior written consent, and shall initially only indicate to the Purchaser that the Company contemplates a financing. Notwithstanding
anything contained herein, in no event shall the Purchaser be entitled to purchase any securities which would cause the sum of
(1) the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates (other than shares of Common Stock
which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted
portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained
herein) and (2) the number of shares of directly or indirectly purchasable under this Section, to exceed 4.9% of the outstanding
shares of Common Stock.


 


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n)      Future
Financings: From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the
Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common
Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common
Stock or Common Stock Equivalents, if the Purchaser reasonably believes that the terms and conditions thereunder are more favorable
to such investors as the terms and conditions granted under the Transaction Documents, upon notice to the Company by such Purchaser,
the Transaction Documents shall be deemed automatically amended so as to give the Purchasers the benefit of such more favorable
terms or conditions. Promptly following a request to the Company the Company shall provide Purchaser with all executed transaction
documents relating to any such sale or issue of Common Stock or Common Stock Equivalents. Company shall deliver acknowledgment
of such automatic amendment to the Transaction Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser
( the “Acknowledgment”) within three (3) business days of Company's receipt of request from Purchaser (the “Deadline”),
provided that Company's failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.
If the Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser $1000.00 per day in cash, for each
day beyond the Deadline that the Company fails to deliver such Acknowledgement.


 


5.    Transfer
Agent Instructions. Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable instructions
to its transfer agent to issue certificates, registered in the name of the Purchaser or its nominee, for the Conversion Shares
in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Note, or any part thereof,
in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company
proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed
Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement and the Securities (including
but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount (as defined in the Note))
signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933
Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities
as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in
Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion
Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold
pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately
sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the
books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer
agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated
form) any certificate for Conversion Shares to be issued to the Purchaser upon conversion of or otherwise pursuant to the Note
as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or direct its transfer agent not to
remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer
instructions in respect thereof) on any certificate for any Conversion Shares issued to the Purchaser upon conversion of or otherwise
pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the
Purchaser's obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements,
if any, upon re-sale of the Securities. If the Purchaser provides the Company with (i) an opinion of counsel in form, substance
and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may
be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Purchaser provides reasonable
assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the
Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such
name and in such denominations as specified by the Purchaser. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Purchaser, by vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Purchaser
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate
transfer, without the necessity of showing economic loss and without any bond or other security being required.


 


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6.     
Injunction Posting of Bond. In the event the Purchaser shall elect to convert the Note or any parts thereof, the Company
may not refuse conversion or exercise based on any claim that Purchaser or anyone associated or affiliated with Purchaser has
been engaged in any violation of law, or for any other reason. In connection with any injunction sought or attempted by the Company,
the Company shall be required to post a bond at least equal to the greater of either: (i) the outstanding principal amount of
the Note; and (ii) the market value of the Conversion Shares sought to be converted, exercised or issued, based on the sale price
per share of Common Stock on the principal market on which it is traded.


 


7.     
Delivery of Unlegended Shares.


 


a)       Within
three (3) business days (such third business day being the “Unlegended Shares Delivery Date”) after the business
day on which the Company has received (i) a notice that Conversion Shares, or any other Common Stock held by the Purchaser has
been sold pursuant to a registration statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery
requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates
representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation
letters of the Purchaser and, if required, Purchaser's broker regarding compliance with the requirements of Rule 144, the Company
at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with
copies to Purchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock
without any legends including the legend set forth in Section 4(h) above (the “Unlegended Shares”); and (z)
cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing
the balance of the submitted Common Stock certificate, if any, to the Purchaser at the address specified in the notice of sale,
via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.


 


b)       The
Company understands that a delay in the delivery of the Unlegended Shares later than the Unlegended Shares Delivery Date could
result in economic loss to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees
(as liquidated damages and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $1,000.00
per business day after the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company
fails to deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee
holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the shares
subject to such default at a price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock
or (ii) a fraction in which the numerator is the highest closing price of the Common Stock during the aforedescribed thirty (30)
day period and the denominator of which is the lowest conversion price during such thirty (30) day period, multiplied by the conversion
price or exercise price, as the case may be (“Unlegended Redemption Amount”). The Company shall pay any payments
incurred under this Section in immediately available funds upon demand.


 


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8.   
Conditions to the Company's Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the
Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto,
provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:


 


a)       The Purchaser shall have executed this Agreement and delivered the same to the Company.


 


b)       The Purchaser shall have delivered the Purchase Price to the Company.


 


c)       The
representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),
and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date.


 


d)      No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


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9.    Conditions
to The Purchaser's Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is
subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions
are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion:


 


a)       The Company shall have executed this Agreement and delivered the same to the Purchaser.


 


b)       The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request)
in accordance with Section 1 above.


 


c)       The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to
and acknowledged in writing by the Company's Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser
simultaneously with Closing).


 


d)       The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
The Purchaser shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated
as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including,
but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws, incumbency, and Board of
Directors' resolutions relating to the transactions contemplated hereby.


 


e)       No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organisation having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


f)       No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but
not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its
1934 Act reporting obligations.


 


g)      The
Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB, and OTC Pink and trading of the Common Stock
on the OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the OTC Markets Group.


 


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10.   
Governing Law; Miscellaneous.


  


a)      Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard
to principles of conflicts of laws thereof or any other State. Any action brought by any party against any other party hereto
concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal
courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction
and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based
upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered
in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably
waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees
and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action
or proceeding in connection with this Agreement or any other transaction document contemplated hereby by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for
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 other manner permitted
by law.


 


b)      Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company's Common Stock bearing any restrictive
legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal
of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements
under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal
or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion
of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby
agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render
any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends,
and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions
from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common
carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser
or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends
and otherwise freely transferable on the books and records of the Company.


 


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c)      Filing Requirements. From the date of this Agreement until the Notes are no longer outstanding, the Company will timely
and voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant
to Section 12(g) of the 1934 Act, whether or not the Company is then subject to such reporting requirements, and comply
with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use reasonable
efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder)
to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until
the Notes are no longer outstanding. The Company will maintain the quotation or listing of its Common Stock on the OTCBB, OTCQB,
and OTC Pink, NYSE, or NASDAQ Stock Market (whichever of the foregoing is at the time the principal trading exchange or
market for the Common Stock (the “Principal Market”), and will comply in all respects with the Company's reporting,
filing and other obligations under the bylaws or rules of the Principal Market, as applicable. The Company will provide Purchaser
with copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any
Principal Market. As of the date of this Agreement and the Closing Date, the OTC Pink, is the Principal Market. Until the Note
is no longer outstanding, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will
comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Principal Market.


 


d)      144 Default. In the event commencing twelve (12) months after the Closing Date and ending twenty-four (24) months thereafter,
the Purchaser is not permitted to resell any of the Conversion Shares without any restrictive legend or if such sales are permitted
but subject to volume limitations or further restrictions on resale as a result of the unavailability to Subscriber of Rule 144(b)(1)(i)
under the 1933 Act or any successor rule (a “144 Default”), for any reason except for Purchasers' status as
an Affiliate or “control person” of the Company, or as a result of a change in current applicable securities
laws, then the Company shall pay such Purchaser as liquidated damages and not as a penalty an amount equal to two percent (2%)
of the value of Conversion Shares (based on the closing sale of the Common Stock) subject to such 144 Default during the pendency
of the 144 Default of each thirty day period thereafter (or portion thereof).


 


e)      Fees and Expenses. On or prior to the Closing, the Company shall pay or reimburse to Purchaser a non-refundable, non-accountable
sum equal to $4,500.00 as and for the fees, costs and expenses (including without limitation legal fees and disbursements and
due diligence and administrative expenses) incurred by the Purchaser in connection with the Purchaser's due diligence and negotiation,
preparation and execution of the Transaction Documents and consummation of the Transactions. The Purchaser may withhold and offset
the balance of such amount from the payment of its Purchase Price otherwise payable hereunder at Closing, which offset shall constitute
partial payment of such Purchase Price in an amount equal to such offset. Except as expressly set forth in this Agreement or the
Note to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with
the delivery of any Securities to the Purchaser.


 


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f)
      Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist
upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit
or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding
that may be brought by the Purchaser in order to enforce any right or remedy under the Note. Notwithstanding any provision
to the contrary contained in herein or under the Note, it is expressly agreed and provided that the total liability of the Company
under the Note for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law
(the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default
interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to
pay under the Note or herein exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law
and applicable to the Note is increased or decreased by statute or any official governmental action subsequent to the date hereof,
the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Note from the effective date
forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of
the Maximum Rate is paid by the Company to the Purchaser with respect to indebtedness evidenced by the Note, such excess shall
be applied by the Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at the Purchaser's election.


 


g)      Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


h)      Scvcrability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


i)       Entire Agreement: Amendments. This Agreement and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the Purchaser.


 


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j)       Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, email or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile or email, with accurate confirmation generated by the transmitting
facsimile machine or computer, at the address, email or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day following such delivery (if delivered other than
on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:


  


	Purchaser:

         

         
	EMA
Financial, LLC 

        40
Wall Street, Suite 1700 

        New
York, NY 10005 

        Attn:
Felicia Preston 

        admin@emafin.com
        

	 	 
	Company:	Nightfood
Holdings, Inc. 

        520
White Plains Road, Suite 500 

        Tarrytown,
NY 10591 

        Attn:
Sean Folkson CEO 

        Email:
sean@nightfood.com 

        Fax:
        888-824-4958



 


Each
party shall provide notice to the other party of any change in address.


 


k)       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor the Purchaser shall assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Purchaser may assign its
rights hereunder to any person that purchases Securities in a private transaction from the Purchaser or to any of its
“affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.


 


1)       Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other
person.


 


m)      Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser.
The Company agrees to indemnify and hold harmless the Purchaser and all their officers, directors, employees and agents for loss
or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties
and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.


 


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n)       Further Assurances. 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.


 


o)       No Strict Construction. 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.


 


p)       Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that
the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Agreement, that the Purchaser shall be entitled, in addition to
all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions
restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof,
without the necessity of showing economic loss and without any bond or other security being required.


 


q)       Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which together shall be deemed to be one and the same agreement.


 


r)       Signatures.
Any signature transmitted by facsimile, e-mail, or other electronic means shall be deemed to be an original signature.


 


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of page intentionally left blank)


 


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IN
WITNESS WHEREOF, the undersigned Purchaser and the Company have caused this Agreement to be duly executed as of the date first
above written.


 





	NIGHTFOOD HOLDINGS, INC.	 
	 	 	 
	By:	 /s/ Sean Folkson	 
	 	Name: Sean Folkson	 
	 	Tittle:  CEO	 



  


	EMA FINANCIAL, INC.	 
	 	 	 
	By:	 /s/ Jamie Beitler	 
	 	Name: Jamie Beitler	 
	 	Tittle:  Authorized Signatory	 





 


GUARANTY


 


Each
of the undersigned subsidiaries of the Company jointly and severally, absolutely, unconditionally and irrevocably, guarantees
to the Purchaser and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance
by the Company when due (whether at the stated maturity, by acceleration or otherwise) of all amounts due under, and all other
obligations under, the Note. Each such subsidiary's liability under this Guaranty shall be unlimited, open and continuous for
so long as this Guaranty remains in force.


 





	NIGHTFOOD, INC.	 
	 	 	 
	By:	 /s/ Sean Folkson	 
	Print Name/Tittle: Sean Folkson, Pres.	 


 


 


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