Exhibit 10.3


 





 


April 12, 2021


 


Eagle Equities

390 Whalley Avenue

New Haven, CT 06511


 


Gentlemen:


 


This letter shall serve as a binding settlement
Agreement (“Agreement”), between Nightfood Holdings, Inc. (“Nightfood”) and Eagle Equities, LLC (“Eagle”)
regarding 100% of the outstanding Nightfood debt held by Eagle related to each and all of the convertible notes ever entered into between
the two Parties (the “Parties”).


 


The Parties agree that the balance of the principal,
and interest through April 11, 2021, of the notes (the “Debt”) was as follows:


  


	Issued Date	 	Note Principal	 	 	Total Interest	 	 	Total Balance	 
	April 30, 2018	 	$	225,000.00	 	 	$	53,112.33	 	 	$	278,112.33	 
	August 29, 2019	 	$	300,000.00	 	 	$	38,860.27	 	 	$	338,860.27	 
	November 7, 2019	 	$	150,000.00	 	 	$	17,161.64	 	 	$	167,161.64	 
	December 31, 2019	 	$	150,000.00	 	 	$	15,353.42	 	 	$	165,353.42	 
	February 6, 2020	 	$	200,000.00	 	 	$	18,849.32	 	 	$	218,849.32	 
	February 27, 2020	 	$	187,000.00	 	 	$	16,763.40	 	 	$	203,763.40	 
	April 30, 2020	 	$	205,700.00	 	 	$	15,554.30	 	 	$	221,254.30	 
	June 23, 2020	 	$	205,700.00	 	 	$	13,164.80	 	 	$	218,864.80	 
	August 12, 2020	 	$	205,700.00	 	 	$	10,910.55	 	 	$	216,610.55	 
	October 13, 2020	 	$	205,700.00	 	 	$	8,115.29	 	 	$	213,815.29	 
	December 21, 2020	 	$	205,700.00	 	 	$	5,004.43	 	 	$	210,704.43	 
	February 22, 2021	 	$	205,700.00	 	 	$	2,164.08	 	 	$	207,864.08	 
	TOTAL	 	$	2,446,200.00	 	 	 	215,013.83	 	 	 	2,661,213.83	 




   


Should Nightfood fail to deliver the Cash Amount,
outlined later in this Agreement, on or before April 23, 2021 (the “Closing Date”), this Agreement shall be made null and
void.


 


The Parties both acknowledge the following:


 


		●	Eagle is not obligated by the terms of the notes to accept such this settlement Agreement;



		●	Eagle has agreed to accept the below terms as full settlement of this debt. This includes waiving any
prepayment penalties, any default interest otherwise owed, and any other additional principal, interest, and fees across all outstanding
notes;



  


520 White Plains Road, Suite 500, Tarrytown, NY
10591


888-888-6444


www.nightfood.com


 






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The above notwithstanding, in conjunction with
the current raise NGTF is conducting of up to $5,000,000 in convertible preferred equity (the Series B Raise), Eagle has agreed to settle
the Debt in the following manner:


 


		●	On 4/13/21, before 2PM, Eagle will issue a conversion notice for up to 1,200,000 shares of NGTF common
stock in exchange for a reduction in total debt of $150,000



		●	This conversion would bring the total owed to Eagle down to approximately $2,513,213.83



		●	Eagle will receive $1,300,000 in cash (the “Cash Amount”) from the net proceeds of the Series
B Raise at the closing thereof



		●	Eagle will receive $1,500,000 worth of Nightfood Holdings, Inc. Series B Preferred Stock as full settlement
of the balance.



		●	Please confirm you agree to accept the above terms and agree to be bound to these terms through April
23, 2021.



 


Sincerely,


Nightfood Holdings, Inc.


 


	 	 
	Sean Folkson
 CEO	 




 


Accepted & Agreed by Eagle Equities:


 


	 	 	 
	Signature	 	Date



 






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SETTLEMENT
AND EXCHANGE AGREEMENT 


 


Eagle
Equities, LLC (the “Holder” or “Eagle”), enters into this Settlement and Exchange
Agreement (the “Agreement”) with NIGHTFOOD HOLDINGS, INC. (the “Company”) on April
13, 2021 whereby the Holder will exchange (the “Exchange”) $121,000.00 of the principal balance, along with
$29,000.00 of interest due under the note dated April 30, 2018 (the “Debt”) for 1,200,000 shares of the Company’s
common stock with a par value of $0.001 (the “Common Stock”) as set forth herein.


 


On
and subject to the terms hereof, the parties hereto agree as follows:


 


Article
I


 


Exchange
of the Debt for Common Stock 


 


Section 1.1.
Amount Due. Holder and the Company agree to the outstanding principal balance of $225,000.00 plus any accrued interest and/or
premiums due, under the note dated April 30, 2018, to Holder pursuant to the following agreements:


 


Section 1.2
Exchange. The Company and the Holder agree to exchange and settle a portion of the amount due, $121,000.00 of the principal balance,
along with $29,000.00 of interest due under the note dated April 30, 2018, as owed by the Company to Holder for the issuance to
the Holder of ONE MILLION TWO HUNDRED THOUSAND (1,200,000) shares of Common Stock (the “Exchange Shares”).


 


Article
II


 


Covenants,
Representations and Warranties of the Holders 


 


The
Holder hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct
on the date hereof, to the Company, and all such covenants, representations and warranties shall survive the Closing.


 


Section
2.1 Power and Authorization. The Holder has the power, authority and capacity to execute and deliver this Agreement, to perform
its obligations hereunder, and to consummate the Exchange contemplated hereby.


 


Section
2.2 Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and
constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except
that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability
is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”).
This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) any agreement
or instrument to which the Holder is a party or by which the Holder or any of their respective assets are bound, or (ii) any laws, regulations
or governmental or judicial decrees, injunctions or orders applicable to the Holder.


 


Section
2.3 Title to the Debt. The Holder is the sole legal and beneficial owner of the Debt. The Holder has good, valid and marketable
title to the Debt, free and clear of any Liens. The Holder has not, in whole or in part, , (a) assigned, transferred, hypothecated, pledged,
exchanged or otherwise disposed of any of its rights in the Debt, or (b) given any person or entity any transfer order, power of attorney
or other authority of any nature whatsoever with respect to its Debt. Upon delivery of the Exchange Shares the Debt will be satisfied
in full and the Company will have no further obligation to the Holder.


 






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Section
2.4 Restricted Stock. The Holder (a) acknowledges that the Exchange Shares have not been registered under the Securities Act
or any state securities laws, and the Exchange Shares are being offered and sold in reliance upon exemptions provided in the Securities
Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered
for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act
and applicable state laws or unless an exemption from such registration and qualification is available, and that certificates representing
the Exchange Shares will bear a legend to such effect, and (b) is purchasing the Exchange Shares for investment purposes only for the
account of the Holder and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise
disposing of the Exchange Shares in a manner that would violate the registration requirements of the Securities Act. The Holder is able
to bear the economic risk of holding the Exchange Shares for an indefinite period and has sufficient knowledge and experience in financial
and business matters so as to be capable of evaluating the merits and risk of its investment in the Shares.


 


Section
2.5 Adequate Information; No Reliance. The Holder acknowledges and agrees that (a) the Holder has been furnished with all
materials it considers relevant to making an investment decision to enter into the Exchange and has had the opportunity to review the
Company’s filings and submissions with OTC Markets at www.otcmarkets.com, (b) the Holder has had a full opportunity to ask questions
of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms
and conditions of the Exchange, (c) the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors
to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such Exchange and
(d) the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation
or warranty made by the Company or any of its affiliates or representatives including, without limitation, its attorneys, except for
(A) the publicly available filings and submissions made by the Company with OTC Markets, and (B) the representations and warranties made
by the Company in this Agreement. The Holder is an Accredited Investor as described under the Securities Act of 1933.


 


Section
2.6 Limited Public Market. The Holder understands that there may be a limited public market for the Common Stock, and that
there is no assurance that Holder will be able to sell the Exchange Shares.


 


Article
III


 


Covenants,
Representations and Warranties of the Company 


 


The
Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct
on the date hereof, to the Holder and all such covenants, representations and warranties shall survive the Closing.


 


Section
3.1 Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its
state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement and to perform its obligations
hereunder and thereunder, and to consummate the Exchange contemplated hereby.


 


Section
3.2 Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except
that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate,
conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company, (ii)
any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws,
regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.


 


Section
3.3 Validity of the Exchange Shares. The Exchange Shares have been duly authorized and will upon issuance be validly issued,
fully paid and non-assessable, and the issuance of the Exchange Shares will not be subject to any preemptive, participation, rights of
first refusal or other similar rights. Exchange Shares (a) will be issued in the Exchange exempt from the registration requirements of
the Securities Act pursuant to Section 4(2) of the Securities Act.


 






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Article
IV


 


Miscellaneous



 


Section
4.1 Entire Agreement. This Agreement and any documents and agreements executed in connection with the Exchange embody the
entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous
oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between
or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation,
any term sheets, emails or draft documents.


 


Section
4.2 Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires.
References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in
this Agreement are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither
party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement,
and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against
either party.


 


Section
4.3 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws
of the State of Nevada, without reference to its choice of law rules. Venue for any action arising pursuant hereto shall be brought in
the state or federal courts located in the county or city of New York, New York.


 


Section
4.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be
deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.


 



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IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.


 


	“COMPANY” 	 
	 	 	 
	NIGHTFOOD HOLDINGS, INC.	 
	 	 	 
	By:	 	 
	Name: 	Sean Folkson	 
	Title:	Chairman, CEO	 
	 	 	 
	“HOLDER”	
	 	 
	Eagle Equities, LLC	 
	 	 	 
	By:	 	 
	Name:	Yakov Borenstein	 
	Title:	Managing Member	 



 


 


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