UNDERWRITING AGREEMENT among FREECAST, INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several UnderwritersUnderwriting Agreement • April 30th, 2020 • FreeCast, Inc. • Services-computer processing & data preparation • New York
Form of Representative’s Warrant AgreementCommon Stock Purchase Warrant • April 30th, 2020 • FreeCast, Inc. • Services-computer processing & data preparation • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
THIS EMPLOYMENT AGREEMENT is entered into as of February 17, 2020 and effective as of February 17, 2020 by and between FreeCast, Inc., a Florida corporation (the “Company”), and Irwin Podhajser, an individual (the “Executive”).
FREECAST, INC. WARRANT TO PURCHASE 2,500,000 SHARES OF COMMON STOCKFreecast, Inc. • February 18th, 2020 • Services-computer processing & data preparation • Florida
FOR VALUE RECEIVED, William A. Mobley, Jr., an individual (“Mobley”), is entitled to purchase, subject to the provisions hereof, from FREECAST, INC., a Florida corporation (the “Company”), Two Million Five Hundred Thousand (2,500,000) fully paid, validly issued and non-assessable shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”), at a price equal to Twenty-Five Cents ($0.25) per share. The right to purchase the Shares under this Warrant is exercisable, in whole or in part, at any time subsequent to July 15, 2017 but prior to 5:00 p.m., Eastern time, on October 18, 2022; provided, however, that, upon the occurrence of a Change in Control of the Company (as such term is hereinafter defined), the right to purchase the Shares under this Warrant shall become immediately exercisable in full.
ContractFreecast, Inc. • February 18th, 2020 • Services-computer processing & data preparation • Florida
NEITHER THIS WARRANT NOR THE SHARES UNDERLYING THIS WARRANT MAY BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT.
AMENDED AND RESTATED TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENTTechnology License and Development Agreement • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
THIS AMENDED AND RESTATED TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENT is entered into as of October 19, 2012 by and between NEXTELLIGENCE, INC., a Delaware corporation (“Nextelligence”), and FREECAST, INC., a Florida corporation (the “Company”).
AMENDMENT TO AMENDED AND RESTATED TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
THIS AMENDMENT TO AMENDED AND RESTATED TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENT is entered into on July 1, 2013 by and between Nextelligence, Inc., a Delaware corporation (“Nextelligence”), and FreeCast, Inc., a Florida corporation (the “Company”).
LOAN AGREEMENTLoan Agreement • November 7th, 2022 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of July 1, 2014 by and between FreeCast, Inc., a Florida corporation (the “Company”), and William A. Mobley, Jr., an individual (the “Executive”).
VOTING TRUST AGREEMENTVoting Trust Agreement • February 18th, 2020 • Freecast, Inc. • Services-computer processing & data preparation • Florida
THIS VOTING TRUST AGREEMENT is entered into as of October 15, 2012 by and among WILLIAM A. MOBLEY, JR., AS TRUSTEE (the “Trustee”), FREECAST, INC., a Florida corporation (the “Company”), and TELEBRANDS CORP., a New Jersey corporation (“Telebrands”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of July 1, 2019 by and between FreeCast, Inc., a Florida Corporation (the “Company”), and William A. Mobley, Jr., an individual (the “Executive”).
SUBLEASE AGREEMENTSublease Agreement • August 12th, 2015 • Freecast, Inc. • Services-computer processing & data preparation
THIS SUBLEASE AGREEMENT is entered into as of July 31, 2014 by and between Nextelligence, Inc., a Delaware corporation (“Nextelligence”), and FreeCast, Inc., a Florida corporation (the “Company”).
FREECAST, INC. WARRANT TO PURCHASE ______ SHARES OF COMMON STOCKFreecast, Inc. • August 12th, 2015 • Services-computer processing & data preparation • Florida
FOR VALUE RECEIVED, ______________ an individual (the “Holder”), is entitled to purchase , subject to the provisions hereof, from FREECAST, INC., a Florida corporation (the “Company”), ________________ (______) fully paid, validly issued and non- assessable shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”), at a price equal to Twenty-Five Cents ($0.25) per share. The right to purchase the Shares under this Warrant is exercisable, in whole or in part, at any time subsequent to August 14, 2015 but prior to 5:00 p.m., Eastern time, on August 14, 2018; provided, however, that the Condition Precedent (as such term is hereinafter defined) shall have first been satisfied in full.
FIRST AMENDMENT TO REVOLVING CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO REVOLVING CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of June 13, 2022 (the “Effective Date”), by and between FREECAST, INC. (“Borrower”) and NEXTELLIGENCE, INC. (together with successors and assigns, “Lender”). Borrower and Lender are referred to herein as the “Parties,” and each, a “Party.”
PROMISSORY NOTE CONVERSION AGREEMENTPromissory Note Conversion Agreement • February 18th, 2020 • Freecast, Inc. • Services-computer processing & data preparation • Florida
THIS PROMISSORY NOTE CONVERSION AGREEMENT (the “Agreement”) is entered between Broad Street Holdings, LLC (“Broad Street”) and Freecast, Inc. (“Company”) this day of January 2019.
DISTRIBUTION AGREEMENTDistribution Agreement • August 12th, 2015 • Freecast, Inc. • Services-computer processing & data preparation • Florida
THIS DISTRIBUTION AGREEMENT is entered into as of October 15, 2012 by and between FREECAST, INC., a Florida corporation (the “Company”), and TELEBRANDS CORP., a New Jersey corporation (“Telebrands”).
LOAN AGREEMENTLoan Agreement • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
SECOND AMENDMENT TO REVOLVING CONVERTIBLE PROMISSORY NOTERevolving Convertible Promissory Note • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation
THIS SECOND AMENDMENT TO REVOLVING CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of July 17, 2023 (the “Effective Date”), by and between FREECAST, INC. (“Borrower”) and NEXTELLIGENCE, INC. (together with successors and assigns, “Lender”). Borrower and Lender are referred to herein as the “Parties,” and each, a “Party.”
LOAN AGREEMENTLoan Agreement • April 10th, 2020 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
LOAN AGREEMENTLoan Agreement • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
AMENDMENT NUMBER ONE TO DISTRIBUTION AGREEMENT BETWEEN FREECAST, INC. AND TELEBRANDS CORP.Distribution Agreement • August 12th, 2015 • Freecast, Inc. • Services-computer processing & data preparation
THIS AMENDMENT NUMBER ONE TO DISTRIBUTON AGREEMENT is entered into as of June 13, 2014 by and between FREECAST, INC., a Florida corporation (the “Company”), and TELEBRANDS CORP., a New Jersey corporation (“Telebrands”).
Revision to the SECOND AMENDED AND RESTATED TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation
This Revision to the SECOND AMENDED AND RESTATED TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENT is entered into as of June 30, 2016, by and between NEXTELLIGENCE, INC., a Delaware corporation (“Nextelligence”), and FREECAST, INC., a Florida corporation (the “Company”).
FIRST AMENDMENT TO REVOLVING CONVERTIBLE PROMISSORY NOTERevolving Convertible Promissory Note • November 7th, 2022 • FreeCast, Inc. • Services-computer processing & data preparation • Florida
THIS FIRST AMENDMENT TO REVOLVING CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of June 13, 2022 (the “Effective Date”), by and between FREECAST, INC. (“Borrower”) and NEXTELLIGENCE, INC. (together with successors and assigns, “Lender”). Borrower and Lender are referred to herein as the “Parties,” and each, a “Party.”
MCMS PURCHASE AGREEMENTMcMs Purchase Agreement • August 12th, 2015 • Freecast, Inc. • Services-computer processing & data preparation • Florida
THIS MCMS PURCHASE AGREEMENT is entered into as of January 2, 2015 by and between FREECAST, INC., a Florida corporation (the “Company”), and NEXTELLIGENCE, INC., a Delaware corporation (“Nextelligence”).
LOAN AGREEMENTLoan Agreement • February 18th, 2020 • Freecast, Inc. • Services-computer processing & data preparation • Florida
All payments made by the Borrower are to be applied first (1st) to any accrued interest and then to the principal balance. The total amount of the loan shall be due and payable on the 1st day of April 2019.
SATISFACTION AND GENERAL RELEASE AGREEMENTSatisfaction and General Release Agreement • February 18th, 2020 • Freecast, Inc. • Services-computer processing & data preparation • Florida
This Satisfaction and General Release Agreement (the “Agreement”) is executed this 23 day of January, 2019, by Robert Schwartz, an individual (“Schwartz”).
LOAN AGREEMENTLoan Agreement • February 18th, 2020 • Freecast, Inc. • Services-computer processing & data preparation • Florida
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2015 • Freecast, Inc. • Services-computer processing & data preparation • Florida
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of July 1,2014 by and between FreeCast, Inc., a Florida corporation (the “Company”), and William A. Mobley, Jr., an individual (the “Executive”).
FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • November 13th, 2023 • FreeCast, Inc. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is made and effective as of June 15, 2023 by and among FREECAST, INC., (“Issuer”) and _______________________________________ (together with its successors and assigns, “Holder”).
