Exhibit 10.1


 


AGREEMENT FOR SHAREHOLDER
LOCK-UP AND ACQUISITION OF WARRANTS


 


THIS
AGREEMENT FOR SHAREHOLDER LOCK-UP AND ACQUISITION OF WARRANTS (the “Agreement”) is entered into as of January 20, 2021
and will be in effect as of February 4, 2021 between Sean Folkson (“Shareholder”) and
Nightfood Holdings Inc., a Nevada corporation (“Company”).


 


WHEREAS, the Shareholder
desires the opportunity to establish a larger equity position in the Company;


 


WHEREAS, the Company
believes there is benefit to the Shareholder agreeing to lock up 100% of the shares of NGTF common stock (the “Shares”)
held by the Shareholder for a period of twelve (12) months from the date of this agreement;


 


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, Company and the Shareholder agree as follows:


 


1. Lock Up. The Shareholder and
the Company have agreed that the Shareholder will not transfer, sell, or otherwise dispose of any shares of their NGTF stock for
at least twelve (12) months from the date of this Agreement. As of the date of this agreement, the Shareholder owns 16,776,644
shares of NGTF stock (a portion of these shares are considered indirectly owned, and/or owned through trusts). Any shares acquired
by the Shareholder during the term of this Agreement in any manner shall be subject to the same lock-up through February 4, 2022.
The Shareholder has not disposed of any shares in any way since November of 2015.


 


2. Issuance
of Warrants. In exchange for the agreement to lock up their Shares, Shareholder will receive warrants to acquire 400,000 shares
of NGTF stock at a strike price of $.30, and with a term of twelve (12) months from the date of this agreement. The Warrants include
a provision for cashless exercise and will expire if not exercised within the twelve month term.


 


3. Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in New York County, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to
enforce any provisions of the documents contemplated herein, then the prevailing party in such action or proceeding shall be reimbursed
by the party determined not to have prevailed for his or its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.


 






     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Lock-Up Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.


 


COMPANY


 


	Nightfood Holdings Inc.	 
	 	 	 
	/s/ Sean Folkson	 
	By:  	Sean Folkson	 
	Its:	CEO	 


 


SHAREHOLDER


 


	/s/ Sean Folkson