Exhibit
10.4


 


NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


NIGHTFOOD
HOLDINGS, INC.


 


Warrant
Shares: 7,000,000


Date
of Issuance: September 22, 2022 (“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the
promissory note in the principal amount of $700,000.00 to the Holder (as defined below) of even date) (the “Note”),
Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”),
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date of issuance hereof, to purchase from NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), 7,000,000
shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the
terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the
date hereof in connection with that certain securities purchase agreement dated September 22, 2022, by and among the Company and the
Holder (the “Purchase Agreement”). For the avoidance of doubt, this Warrant is referred to in the Purchase Agreement
as the “Second Warrant”. This Warrant is subject to cancellation pursuant to the terms of the Note.


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.30, subject to adjustment as
provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing
on the Trigger Date (as defined in this Warrant) and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after
the Trigger Date.


 


1. EXERCISE
OF WARRANT.





 


(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part
at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the
“Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion
of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares
purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the
“Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the
Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate
Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer
of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company
shall (or direct its transfer agent to) issue and deliver by overnight courier to the address as specified in the Exercise Notice, a
certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of
Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if
requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to
have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the
number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired
upon an exercise, then the Company shall as soon as practicable and in no event later than three business days after any exercise and
at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant
is exercised.


 






    1


     


    

 


If
the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant
Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all
other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed an event of default under the
Note, a material breach under this Warrant, and a material breach under the Purchase Agreement.


 


If
the Market Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares
pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below
(or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall
issue to Holder a number of Common Stock computed using the following formula:


 


X
= Y (A-B)


 A


 


Where
X = the number of Shares to be issued to Holder.


 


		Y	= 	the number of Warrant Shares that the Holder elects to purchase
under this Warrant (at the date of such calculation).



 


		A	= 	the Market Price (at the date of such calculation).



 


		B	=	 Exercise Price (as adjusted to the date of such calculation).



 


(b) No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of
determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would
result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value
of a Warrant Share by such fraction.


 




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(c) Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this
Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent
that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the
Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of
the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned
by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with
respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon
(i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution
Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including,
without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding
sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for
any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the
case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s
transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company
shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of
shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph
shall apply to a successor holder of this Warrant.


 


(d) Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Company’s transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of this Warrant (including but not limited to Section 1(a) above pursuant to an exercise on or before the respective Warrant Share Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within
one (1) business day of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder within one (1) business day of Holder’s request the number of shares of Common Stock that would have been issued had
the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases, or effectuates
a cashless exercise hereunder for, Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A)
of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 






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2. ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


  


(a) Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash,
stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar
transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i) any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to
a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the
shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in
good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall
be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and


 


(ii) the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive
the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that
in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on
a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the
Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares,
the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares
of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this
Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and
the number of Warrant Shares calculated in accordance with the first part of this clause (ii).


 




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(b) Anti-Dilution
Adjustments to Exercise Price. Except with respect to an Exempt Issuance and Reg A Issuance, if the Company or any Subsidiary thereof,
as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right
to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any
Common Stock or securities (including but not limited to Common Stock Equivalents) entitling any person or entity (for purposes of clarification,
including but not limited to the Holder pursuant to (i) any other security of the Company currently held by Holder, (ii) any other security
of the Company issued to Holder on or after the Issuance Date (including but not limited to the Note), or (iii) any other agreement entered
into between the Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price
per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a
“Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether
by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not
limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or
potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time
while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the
Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently
redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share
Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the
number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking
into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance
of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares issuable
upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation) multiplied
by the Exercise Price in effect immediately prior to such adjustment). By way of example, if E is the total number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation),
F is the Exercise Price in effect immediately prior to such adjustment, and G is the Base Share Price, the adjustment to the number of
Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the number obtained
from dividing [E x F] by G.. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless
of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the
Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt,
the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price
under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following
the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance
price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance
Notice”). For purposes of clarification, regardless of whether (i) the Company provides a Dilutive Issuance Notice pursuant to
this Section 2(b) upon the occurrence of any Dilutive Issuance or (ii) the Holder accurately refers to the number of Warrant Shares or
Base Share Price in the Exercise Notice, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price
as well as the Base Share Price at all times on and after the date of such Dilutive Issuance. “Exempt Issuance” means (a)
the issuance, vesting and/or exercise of options, warrants, restricted stock, restricted stock units or other common stock purchase rights
issued (or to be issued) to employees, officers or directors of, or consultants or advisors to, the Company for compensatory purposes
pursuant to any stock purchase plan, stock option plan, equity incentive plan or other plan or arrangement approved by the Board of Directors
(or the Compensation Committee thereof) at any time; and (b) issuances of securities pursuant to the exercise or conversion of preferred
stock, options, warrants or any evidence of indebtedness, shares of capital stock (other than Common Stock) or other securities convertible
into or exchangeable for Common Stock outstanding (or in the case of warrants underlying outstanding preferred stock, which may be issued
and outstanding) prior to the Issuance Date, which are (i) disclosed in the SEC Documents prior to the Issuance Date and (ii) have a
per share of Common Stock conversion price, exercise price, exchange price, or other similar price equal to or greater than $0.10 (subject
to adjustment for any stock split, stock combination, or other similar transaction), so long as any of the terms of such securities (including
but not limited to the exercise or conversion price of such securities) are not amended or modified in any way on or after the Issuance
Date. “Reg A Issuance” means an issuance of Common Stock (or units consisting of Common Stock and warrants) pursuant to an
offering by the Company under Regulation A so long as the offering price of each share of Common Stock is equal to or greater than $0.10
(subject to adjustment for any stock split, stock combination, or other similar transaction; and for the avoidance of doubt, assuming
any such warrants have no value), provided, however, that if an Event of Default (as defined in the Note) occurs at any time, then this
Section 2(b) of this Warrant shall apply to each and every Reg A Issuance on or after the Issuance Date as well as the exercise price
of any common stock purchase warrants issued as part of a unit in connection with a Reg A Issuance.


 


(c) Subdivision
or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise
Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately
increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or
more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior
to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment
under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective.
Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made
successively whenever any event covered by this Section 2(c) shall occur.


 




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3. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another
entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company
effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange
offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders
of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders
of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other
than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of
the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable
upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise
contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise
such warrant into Alternate Consideration.


 


4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii)
shall, beginning on the date that is six (6) calendar months after the Issuance Date and continuing for so long as this Warrant is outstanding,
have authorized and reserved, free from preemptive rights, four (4) times the number of shares of Common Stock into which the Warrants
are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on
exercise).


 


5. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle
the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall
be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as
a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


6. REISSUANCE.


 


(a) Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity
or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the
same as the Issuance Date.


 




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7. TRANSFER.
This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its
successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder
may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of
the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void
if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations
inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without
the need to obtain the Company’s consent thereto.


 


8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20
days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly
convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common
Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each
case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


9. AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder.


 


10. GOVERNING
LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by
this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the
Commonwealth of Massachusetts. The parties to this Warrant 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.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY. 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 Warrant 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 hereby
irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with
this Warrant or any other transaction document entered into in connection with this Warrant 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 the
Purchase 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.


 


11. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 






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12. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) [Intentionally
Omitted].


 


(b) “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market,
as reported by Quotestream or other similar quotation service provider designated by the Holder, or, if the Principal Market begins to
operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to
4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Holder, or (ii) if
the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Quotestream
or other similar quotation service provider designated by the Holder, or (iii) if no last trade price is reported for such security by
Quotestream or other similar quotation service provider designated by the Holder, the average of the bid and ask prices of any market
makers for such security as reported by Quotestream or other similar quotation service provider designated by the Holder. If the Closing
Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security
on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c) “Common
Stock” means the Company’s common stock, par value $0.001, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


(d) “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common
Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(e) “Person”
and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.


 


(f) “Principal
Market” means the principal securities exchange or trading market where such Common Stock is listed or quoted, including but
not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American,
or any successor to such markets.


 


(g) “Market
Price” means the highest traded price of the Common Stock during the one hundred and fifty Trading Days prior to the date of
the respective Exercise Notice.


 


(h) “Trading
Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common
Stock is not then listed or quoted on any Principal Market, then any calendar day.


 


(i) “Trigger
Date” means September 23, 2023.


 


*
* * * * * *


 




    8


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	NIGHTFOOD
    HOLDINGS, INC.
	 	 
	 	/s/
    Sean Folkson
	 	Name: 	 Sean Folkson
	 	Title: 	 Chief Executive Officer


 




    


     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Stock Purchase Warrant)


 


THE
UNDERSIGNED holder hereby exercises the right to purchase ___________________ of the shares of Common Stock (“Warrant Shares”)
of NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase
Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth
in the Warrant.


 


		1.	Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):



 


		☐	a
cash exercise with respect to ___________Warrant Shares; or



 


		☐	by
cashless exercise pursuant to the Warrant.



 


		2.	Payment
of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $________________
to the Company in accordance with the terms of the Warrant.



 


		3.	Delivery
of Warrant Shares. The Company shall deliver to the holder __________________Warrant Shares in accordance with the terms of the Warrant.



 


Date:
 ___________________


 


	 	 
	 	(Print Name of Registered Holder)
	 	 	 
	 	By:
    	     
	 	Name	 
	 	Title: 	 


 




    


     


    

 


EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ___________________ the right to purchase _____________________
shares of common stock of NIGHTFOOD HOLDINGS, INC., to which the within Common Stock Purchase Warrant relates and appoints _______________,
as attorney-in-fact, to transfer said right on the books of NIGHTFOOD HOLDINGS, INC. with full power of substitution and re-substitution
in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the
within Warrant.


 


Dated:
_________________


 


	 	 
	 	(Signature)
    *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social
    Security or Tax Identification No.)


 


		*	The
signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in
every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust
or other entity, please indicate your position(s) and title(s) with such entity.