Exhibit
10.4


 


AMENDMENT
#2 TO THE CONVERTIBLE PROMISSORY NOTE

ISSUED ON JULY 31, 2017


 


THIS
AMENDMENT #2 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON July 31, 2017 (the “Amendment”) is entered into as of December
B4, 2017, by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Labrys Fund, LP, a Delaware
limited partnership (the “Holder”) (collectively the “Parties”).


 


BACKGROUND


 


A. The
Company and Holder are the parties to that certain convertible promissory note originally issued by the Company to the Holder
on July 31, 2017, in the original principal amount of $100,000.00 (the “Note”); and


 


B. The
Company issued 400,650 shares of the Company’s common stock (the “Commitment Shares”) issued to Holder, in connection
with the issuance of the Note.


 


C. The
Parties desire to amend the Note as set forth expressly below.


 


NOW THEREFORE, the Parties agree as follows:


 


1. The
Holder waives its right to utilize its most favored nation provision in the Note with respect to the ability to effectuate a conversion
under the Note prior to the 180th calendar day after the Issue Date (as defined in the Note).


 


2. The
Parties hereby agree that the Holder shall no longer be required, under any circumstances, to return 100,000 of the Commitment
Shares (the “Second Shares”) back to the Company’s treasury (in addition to 100,000 of the Commitment Shares
covered by the first amendment to the Note (the “First Shares”)).


 


3. If
the Note is not repaid in full by January 10, 2018, then the Holder shall no longer be required, under any circumstances, to return
100,000 of the Commitment Shares back to the Company’s treasury (in addition to the First Shares and Second Shares).


 


4. The
written consent of the Company shall be required for the Holder to effectuate any assignment of the Note to an unrelated third
party.


 


5. If
the Holder notifies the Company that its most favored nation provision has been triggered prior to the 180th calendar day after
the Issue Date, then the Company shall have seven (7) business days to cure such triggering event by repaying the Note in full
pursuant to the terms of the Note.


 


6. If
an event of default is perceived by the Holder, Holder must notify the Company of such default or perceived default, and allow
the Company five (5) business days to cure such default by repaying the Note in full pursuant to the standard terms of the note.
The default provisions shall not apply during this period of five (5) business days, but rather the standard prepayment provisions
shall apply. This cure period shall apply for all default provisions except Sections 3.1 and 3.2 of the Note.


 


7. This
Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the
Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this
Amendment, shall remain in full force and effect.


 


[Signature
page to follow]


 






     


     


    

 





IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


 


	Nightfood Holdings, Inc.	 	Labrys
    Fund, LP
	 	 	 	 	 
	By:	/s/
Sean Folkson	 	By:	/s/
Thomas Silverman
	Name: 	Sean
    Folkson	 	Name: 	Thomas
    Silverman
	Title:	Chief
    Executive Officer	 	Title:
    	Managing
    Member