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 dated as of February 4, 2019 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 Lender 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 16,753,568 shares of NGTF stock. 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. Should the Company achieve

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 Forbearance Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

COMPANY

SHAREHOLDER

Ex hibit 10.2

resale restriction AGREEMENT

THIS LOCK-UP AGREEMENT is made and entered into the 6 ^th day of February, 2019, by and between NightFood Holdings, Inc., a Delaware corporation (the “Company”) and Peter Leighton (“Holder”).

RECITALS

WHEREAS, the Holder was previously an affiliate of and is the owner of a total of 4,000,000 shares (the “Shares”) of common stock of the Company and is willing to limit his resale thereof.

NOW THEREFORE , for consideration received and acknowledged, the Holder agrees that as of the date hereof and during the pendency of this agreement, the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly the Shares subject to a “trickle” into the market at a rate not to exceed $150,000 of gross proceeds per month such limitation to continue for a period of six months after which time this Agreement shall become null and void.

Any attempted sale, transfer or other disposition in violation of this agreement shall be null and void.

The Holder further agrees that if the Holder attempts to sell, transfer, or otherwise dispose of its shares in violation of this Agreement, the Company may instruct its transfer agent not to transfer such securities. Holder advises that he has deposited the Shares with a broker and will inform the broker of the restrictions set forth in this agreement and Holder will not permit the broker to cause sales of the Shares in excess of the limitation herein. Holder will cause the broker to send the Company copies of all confirmations or if the broker is unable to do so will send monthly sales reports to the Company within five days of the completion of each calendar month. Holder shall only affect sales through one broker at a time.

This agreement shall be binding upon the Company, Holder, and their respective agents, heirs, successors, assigns and beneficiaries.

Any waiver by the Company or Holder of any of the terms and conditions of this agreement in any instance must be in writing and must be duly executed by the Company and the Holder and shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.

The Holder agrees that any breach of this agreement will cause the Company irreparable damage for which there is no adequate remedy at law. If there is a breach or threatened breach of this agreement by the Holder, the Company hereby agrees that its sole remedy shall be the issuance of an immediate injunction without notice to restrain the breach or threatened breach.

IN WITNESS WHEREOF , the undersigned has duly executed and delivered this Agreement as of the day and year first above written.