Exhibit 4.2
GAME YOUR GAME, INC.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARES OF COMMON STOCK
This Amendment No. 1 to the Warrant to Purchase Shares of Common Stock (this “Amendment”), dated as of October 23, 2026 (the “Effective Date”), is entered into by and between Game Your Game, Inc., a Nevada corporation (the “Company”), and Streeterville Capital, LLC, a Utah limited liability company (the “Investor”).
RECITALS
WHEREAS, the Company and the Investor are parties to a Securities Purchase Agreement dated June 30, 2026 (the “Purchase Agreement”), pursuant to which the Company issued a common stock purchase warrant (the “Warrant”);
WHEREAS, pursuant to Section 8 of the Warrant, the Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto; and
WHEREAS, the Company and the Investor desire to amend the Warrant on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.
2. Amendment to Attachment 1. Attachment 1 to the Warrant is hereby amended by deleting the definition of “Exercise Price” set forth in Item A5 thereof in its entirety and replacing it with the following:
A5. “Exercise Price” means $1.00 per Warrant Share for any exercise occurring during the period commencing on the Disclosure Date (as defined in Amendment No. 1 to this Warrant) through the Expiration Date.
3. Disclosure. Within two (2) Trading Days of the Effective Date, the Company will file a 424B “sticker update” to its registration statement on Form S-1 (File No. 333-296763) to disclose this Amendment (the date of such filing, the “Disclosure Date”). Any failure by the Company to file such sticker update within such period shall not constitute a breach of this Amendment or any other Transaction Document or a Trigger Event (as defined in the Note).
4. Ratification of Warrant. Except as expressly amended by this Amendment, all of the terms and conditions of the Warrant remain unchanged and in full force and effect. The Warrant, as amended by this Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after the Effective Date, all references in the Warrant to “this Warrant,” “hereof,” “herein,” or words of similar import shall mean and refer to the Warrant as amended by this Amendment.
6. Governing Law. This Amendment and all matters arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
8. Entire Agreement. This Amendment represents the entire agreement of the parties and shall supersede any and all prior agreements, arrangements, and understandings between the parties with respect to the subject matter herein.
9. Modification. This Amendment may not be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
10. Consent and Waiver. The Investor hereby (a) consents to this Amendment for all purposes of Section 4(v) of the Purchase Agreement and agrees that this Amendment shall not constitute a Trigger Event or Event of Default (each as defined in the Note) or a breach of any Transaction Document, (b) waives any right it or any of its affiliates may have, as a result of this Amendment, under Section 10 of the Purchase Agreement, Section 8 of the Securities Purchase Agreement dated March 31, 2026 between the Company and the Investor, or any other most-favored-nation or similar provision, and (c) waives any anti-dilution, price protection or similar adjustment to the conversion price, exercise price or number of shares issuable under the Note, the Warrant (other than as expressly set forth in this Amendment) or any other security of the Company held by the Investor or any of its affiliates that would otherwise result from this Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the Effective Date.
| COMPANY: | ||
| GAME YOUR GAME, INC. | ||
| By: | /s/ Soumya Das | |
| Name: | Soumya Das | |
| Title: | Chief Executive Officer | |
| INVESTOR: | ||
| STREETERVILLE CAPITAL, LLC | ||
| By: | /s/ John Fife | |
| Name: | John Fife | |
| Title: | President | |
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