DRS/A

Confidentially submitted to the Securities and Exchange Commission on August 12, 2015. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

As filed with the Securities and Exchange Commission on _________________, 2015

Registration No. 333-______________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FREECAST, INC.
(Exact name of registrant as specified in its charter)

Florida	7990	45-2787251
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. employer identification number)

5850 TG Lee Blvd, Suite 310
Orlando, Florida 32822
407 374-1603

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

WHWW, Inc.
390 North Orange Avenue
Suite 1500
Orlando, Florida 32801
407 246-6577

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Mitchell S. Nussbaum
Giovanni Caruso
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154	Tel:
(212) 407-4000	Fax:
Fax: (212) 937-3943

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Common Stock, $0.0001 par value
Total

(1) Includes Common Stock that may be issued upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion,

Preliminary Prospectus dated August 12, 2015

FREECAST, INC.

______________ shares of common stock

This is our initial public offering of common stock. No public market currently exists for our common stock. We anticipate the initial public offering price will be between $ and $ per share.

We are selling         shares of common stock.

It is anticipated that our common stock will be listed on the Nasdaq Capital Market, or Nasdaq, prior to or shortly after the date of this prospectus.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with certain reduced reporting requirements after this offering. See “Prospectus Summary—Emerging Growth Company Status.”

Investing in our securities involves a high degree of risk. You should carefully consider the risk factors beginning on page 5 of this prospectus before purchasing shares of our common stock.

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Us
Per Share	$	$	$
Total	$	$	$

We have granted the underwriters the right to purchase an additional        shares of our common stock to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on        , 2015.

Maxim Group LLC

The date of this prospectus is                          , 2015

TABLE OF CONTENTS

	Page
THE OFFERING	3
SUMMARY FINANCIAL AND OTHER DATA	4
RISK FACTORS	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	18
USE OF PROCEEDS	19
DIVIDEND POLICY	20
CAPITALIZATION	21
DILUTION	22
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA	23
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
DESCRIPTION OF THE BUSINESS	32
DIRECTORS AND EXECUTIVE OFFICERS	39
EXECUTIVE COMPENSATION	44
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	49
DESCRIPTION OF SECURITIES	51
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	53
UNDERWRITING	54
LEGAL MATTERS	58
EXPERTS	58
WHERE YOU CAN FIND MORE INFORMATION	58

i

SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus before investing in our common stock.

Our Company

FreeCast Inc. (“FreeCast”, “we”, or “us”) is a content discovery and management company that provides an eMedia guide branded as “Rabbit TV” to members. We have sold more than 3,000,000 memberships of Rabbit TV and Rabbit TV Plus since our inception. As of March 31, 2015, we had approximately 751,000 paid members. We generate revenues through membership fees, advertising, and referral fees. We were founded in 2011 and had revenues of $1.32 million and incurred a net loss of $1.75 million for the fiscal year ended June 30, 2014 and revenues of $954 thousand and a net loss of $1.75 million for the nine months ended March 31, 2015. Memberships to our eMedia guide are available for purchase in stores (through our agreement with Telebrands Corp.) and online as Rabbit TV and Rabbit TV Plus.

The basis of our eMedia guide is our proprietary technology that automatically crawls the internet to locate commercial-quality entertainment content from thousands of sources, including free, paid, and subscription-based content. Our technology then sorts through and manages the vast majority of the commercial-quality video, radio and online games on the web, including both live and on-demand video (other than live, local television) from online free, subscription and Pay-per-view (PPV) services. All of this information is then incorporated into our interactive eMedia guide.

The eMedia guide uses images and related information on customized guide pages to provide members with an easy way to explore all of the available material from one centralized location. Upon selecting content to consume, the member is directed to the original source of the content. If content is available for free, the member is transferred to the website providing the content. If content is available through a subscription service (such as Netflix or Hulu), we allow the member to log-in to the service through our eMedia guide and the member is then directed to the subscription service’s website. If the content is PPV, the member is directed to the page requiring payment for the PPV service. We do not manipulate or distribute the source content, and the provider of the content retains all rights to and management of content.

Our eMedia guide is currently available on computers, smart phones and tablets, and, by the end of 2015, will be available through a device which will bring our eMedia guide to televisions.

Our strategy is to grow our eMedia guide membership business domestically and globally. We work constantly to improve the customer experience, with a focus on expanding the content catalogued by our technology, enhancing our user interface and extending our service to even more Internet-connected devices.

Relationship with Telebrands Corp.

We entered into a distribution agreement with Telebrands Corp. in October 2012 (the “Distribution Agreement”). The Distribution Agreement grants Telebrands a license to market, sell and distribute the software and technology relating to our eMedia guide (“Licensed Software”) and requires Telebrands to use commercially reasonable efforts to market, promote, sell, and distribute devices providing memberships to the eMedia guide. On June 13, 2014, we entered into an amendment to the Distribution Agreement (“Amended Distribution Agreement”) with Telebrands. Pursuant to the Amended Distribution Agreement, we were given the right to market, promote, sell, and distribute the Licensed Software online, except through certain specified channels. In addition, the Amended Distribution Agreement provides that Telebrands owns the “Rabbit TV” name, trade names, trademarks, service marks and copyrights. The term of the Distribution Agreement, as amended, ends on December 31, 2017, provided, however, that if more than 10,000,000 memberships are sold by Telebrands on or before December 31, 2017, then the Distribution Agreement, as amended, shall be extended for an additional five year term. In addition, either party may terminate the Distribution Agreement in the event that specified conditions are met, including if certain membership targets are not met, if the other party breaches the Distribution Agreement, or if the other party becomes subject to bankruptcy laws.

Relationship with Nextelligence, Inc.

On June 30, 2011 we entered into a Technology License and Development Agreement (as amended, the “Technology Agreement”), with Nextelligence, which is majority owned and controlled by William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman of the Board of Directors. The Technology Agreement provides us with an exclusive forty-year license to a web-based toolbar that installs in the end-user’s browser and any supported email functions and /or chat functions with search and certain other features (“Technology”) from Nextelligence and for Nextelligence to provide all further development, improvement, modification, maintenance, management and enhancement services (the “Services”) related to the Technology.

Pursuant to the Technology Agreement, Nextelligence is entitled to (i) a fix fee of $23,000 per month for the services, and (ii) a technology license fee of 4% of our gross revenues, as defined in the Technology Agreement.  

On January 2, 2015, we entered into a MCMS Purchase Agreement with Nextelligence (the “MCMS Purchase Agreement”), pursuant to which Nextelligence sold certain media content management system software to us, in exchange for the extinguishment of the $396,543 debt and a cash payment of $3,457. Such MCMS Purchase Agreement does not affect or modify the Technology Agreement.

Emerging Growth Company Status

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included detailed compensation information for only our three most highly compensated executive officers and have not included a compensation discussion and analysis (CD&A) of our executive compensation programs in this prospectus. In addition, for so long as we are an “emerging growth company,” we will not be required to:

• engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes–Oxley Act of 2002 (the “Sarbanes–Oxley Act”);

• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

• submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes;” or

• disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparison of the chief executive officer’s compensation to median employee compensation.

In addition, the JOBS Act provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting standards, which we have elected to take advantage of.

We will remain an “emerging growth company” until the earliest to occur of:

• our reporting $1 billion or more in annual gross revenues;

• our issuance, in a three year period, of more than $1 billion in non-convertible debt;

• the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; and

• June 30, 2021.

Our Corporate Information

We were incorporated on June 21, 2011 in the State of Florida. Our principal executive offices are located at 5850 TG Lee Blvd, Suite 310, Orlando, Florida 32822. Our telephone number is 407 374-1603. We maintain a website at www.FreeCast.com. The information contained on our website is not, and should not be interpreted to be, a part of this prospectus.

2

THE OFFERING

Common stock being offered by us	shares
Total common stock offered in this offering	shares
Common stock to be outstanding immediately after this offering	shares
Over-allotment option	shares
Use of Proceeds	We intend to use the net proceeds from this offering for working capital and other general corporate purposes, which may include financing our growth, developing new products, and funding capital expenditures, acquisitions and investments.
Proposed Nasdaq trading symbol	[____________]
Risk Factors	The securities offered by this prospectus are speculative and involve a high degree of risk and investors purchasing securities should not purchase the securities unless they can afford the loss of their entire investment. See “Risk Factors” beginning on page 5.

The number of shares of our common stock to be outstanding after this offering is based on the number of shares outstanding as of February 9, 2015. The number of shares of our common stock to be outstanding after this offering does not take into account:

· 36,199,033 shares of common stock issuable upon the exercise of outstanding warrants as of March 31, 2015 at a weighted average exercise price of $0.25 per share;

Unless otherwise noted, the information in this prospectus assumes that the underwriters do not exercise their over-allotment option, and has been adjusted to reflect the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated by-laws upon the completion of this offering.

3

SUMMARY FINANCIAL AND OTHER DATA

The following table presents our summary historical financial data for the periods presented and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this prospectus. The statements of operations data for the fiscal years ended June 30, 2013 and 2014 are derived from our audited financial statements included elsewhere in this prospectus. The statements of operations data for the period ended March 31, 2015 is derived from our unaudited financial statements included elsewhere in this prospectus.

	Year Ended June 30,						Nine Months Ended March 31,
	2014			2013			2015			2014
							(unaudited)			(unaudited)
Statements of Operations Data:
Total Revenue	$	1,315,480		$	183,667		$	954,423		$	953,070
Total Operating Expenses	$	2,800,505		$	782,067		$	2,308,215		$	2,061,317
Loss From Operations	$	(1,727,890	)	$	(861,562	)	$	(1,730,191	)	$	(1,283,430	)
Total Other Expense	$	(17,315	)	$	(1,089,423	)	$	(17,817	)	$	(12,358	)
Net Loss	$	(1,745,205	)	$	(1,950,985	)	$	(1,748,008	)	$	(1,295,788	)
Net Loss per share, basic and diluted	$	(0.06	)	$	(0.09	)	$	(0.06	)	$	(0.05	)

The pro forma statement of financial condition data as of March 31, 2015 gives effect to this offering based on an assumed initial public offering price of $ ___ per share, which is the midpoint of the range listed on the cover page of this prospectus.

	As of March 31, 2015
	Actual			Pro, Forma, as adjusted
	(unaudited)			(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	102,651
Accounts Receivable		681,005
Total Assets		910,332
Total Current Liabilities		1,328,924
Total Liabilities		2,584,416
Total Shareholders’ equity (deficit)		(1,674,084	)

4

RISK FACTORS

You should carefully consider the risks described below and elsewhere in this report, which could materially and adversely affect our business, results of operations or financial condition. If any of these risks occur, the trading price of our common stock could decline and you may lose all or part of your investment.

Risks Relating to Our Business

We may not be able to continue as a going concern without additional financing. If such financing is not available to us or is not available to us on acceptable terms, we may be forced to cease operations.

We have a limited operating history and have incurred recurring losses from operations since inception, accumulating a deficit of $6,263,045 as of March 31, 2015. For the nine months ended March 31, 2015, we incurred a net loss of 1,748,008 and for the years ended June 30, 2014 and 2013, we incurred net losses of $1,745,205 and $1,950,985, respectively. Our failure to generate sufficient revenues, reduce spending or raise additional capital could adversely affect our ability to achieve our intended business objectives. These matters, among others, raise substantial doubt about our ability to continue as a going concern.

Since our inception, our operations of have been funded primarily through sales of common stock to private investors, debt financing, and exchange of common stock for services received by us. We cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct business. If we are not able to raise additional capital when required or on acceptable terms, we may have to (i) significantly delay, scale back or discontinue the development and/or commercialization of Rabbit TV; (ii) seek collaborators for further development and commercialization of Rabbit TV; or (iii) relinquish or otherwise dispose of some or all of our rights to technologies or the products that we would otherwise seek to develop or commercialize.

Products sold through Telebrands Corp. accounted for 45% or more of our revenues in each of our last two fiscal years, and the deterioration of our relationship with Telebrands would result in a loss of members and a deterioration of our operating results.

Telebrands Corp. accounted for 54% and 45% of our revenues in the fiscal years ended June 30, 2014 and 2013. In addition, although we maintain the rights associated with the technology in our eMedia guide, the Rabbit TV brand (under which our eMedia guide is provided to members) is owned by Telebrands. Therefore, if our relationship with Telebrands were to deteriorate and we were no longer able to use the Rabbit TV brand to market our product, we would lose members and our operating results would deteriorate.

5

Our eMedia guide relies on a technology that we license from Nextelligence, and any interruption of our rights as a licensee could have a significant adverse impact on some major aspects of our business, such as product development, customer retention, and sales.

Our eMedia guide has been built on technology developed by Nextelligence and used by us pursuant to an exclusive forty year license. Nextelligence is principally owned and controlled by William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman of the Board of Directors. The Technology Agreement also provides that Nextelligence is obligated to provide all further development, improvement, modification, maintenance, management and enhancement services related to the technology in exchange for certain payments to Nextelligence by us. The licensing agreement may be terminated if, among other things, we breach the agreement, if we become insolvent or subject to the bankruptcy laws, or if there is a change of control (as defined in the agreement). If we were not able to use the technology for any reason, it could have a significant adverse impact on some major aspects of our business, such as product development, customer retention, and sales.

If our efforts to attract and retain members are not successful, our business will be adversely affected.

We have experienced significant member growth over the past several years. Our service launched in 2012 and we had 583,000 subscribers as of June 30, 2013, 878,000 subscribers as of June 30, 2014, and 751,000 subscribers as of March 31, 2015. Our ability to continue to attract members will depend in part on our ability to consistently provide our members with a valuable and quality experience for selecting and viewing TV shows and movies and access to on-line radio stations and games. Furthermore, the relative service levels, content offerings, pricing and related features of competitors to our service may adversely impact our ability to attract and retain members. If consumers do not perceive our service offering to be of value, or if we introduce new or adjust existing services that are not favorably received by them, we may not be able to attract members. In addition, many of our members are rejoining our service or originate from word-of-mouth advertising from existing members. Our attracting and retaining members may depend on our ability to: 

· offer a secure platform;

· provide tools and services that meet the evolving needs of consumers;

· provide a wide range of high-quality product and service offerings;

· enhance the attractiveness of our platform;

· maintain the quality of our customer service; and

· continue adapting to the changing demands of the market.

If our efforts to satisfy our existing members are not successful, we may not be able to attract new members, and as a result, our ability to maintain and/or grow our business will be adversely affected. Members cancel their membership to our service for many reasons, including a perception that they do not use the service sufficiently, the need to cut household expenses, availability of content is limited, competitive services provide a better value or experience and customer service issues are not satisfactorily resolved. We must continually add new members both to replace members who cancel and to grow our business beyond our current member base. If too many of our members cancel our service, or if we are unable to attract new members in numbers sufficient to grow our business, our operating results will be adversely affected. If we are unable to successfully compete with current and new competitors in both retaining our existing members and attracting new members, our business will be adversely affected. Further, if excessive numbers of members cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate to replace these members with new members.

If we are not able to continue to innovate or if we fail to adapt to changes in our industry, our business, financial condition and results of operations would be materially and adversely affected.

The market for on-line video, radio and games is characterized by rapidly changing technology, evolving industry standards, new service and product introductions and changing customer demands. Although we have developed new products and services in order to meet customer demand, new technologies and evolving business models for delivery of entertainment video continue to develop at a fast pace and we may not be able to keep up with all of the changes. Consumers are afforded various means for consuming on-line video, radio and games. The various economic models underlying these differing means of entertainment video delivery include subscription, pay-per-view, ad-supported and piracy-based models. Several competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. New entrants may enter the market with unique service offerings or approaches to distributing on-line video, radio and games and other companies also may enter into business combinations or alliances that strengthen their competitive positions. The changes and developments taking place in our industry may also require us to re-evaluate our business model and adopt significant changes to our long-term strategies and business plan. If we are unable to successfully or profitably compete with current and new competitors, programs and technologies, our business will be adversely affected, and we may not be able to increase or maintain market share, revenues or profitability.

6

Changes in consumer viewing habits, including more widespread usage of demand methods of entertainment video consumption could adversely affect our business.

The manner in which consumers seek entertainment online is changing rapidly. Digital cable, wireless and Internet content providers are continuing to improve technologies, content offerings, user interfaces, and business models that allow consumers to access entertainment video-on-demand with interactive capabilities. The devices through which on-line video, radio and games can be consumed are also changing rapidly. For example, content from cable service providers may be viewed on laptops and mobile devices and content from Internet content providers may be viewed on TVs. If competitors providing similar services address the changes in consumer habits in a manner that is better able to meet content distributor and consumer needs and expectations, our business could be adversely affected.

We may not be able to maintain or grow our revenue or our business.

We primarily derive our revenue from memberships, advertising and fees from affiliate programs of content providers, and we have experienced significant growth in our revenue. We were formed in 2011, had no revenue until 2013 and our revenue grew 616% from fiscal year 2013 to fiscal year 2014. Our revenue growth may slow or our revenues may decline for many reasons, including decreasing consumer spending, increasing competition, slowing growth of the consumption of on-line video, radio and games, changes in government policies or general economic conditions. In addition, our revenue growth rate will likely decline as our revenue grows to higher levels

If we are not able to manage our growth, our business could be adversely affected.

We are currently engaged in an effort to grow our service by introducing online access renewal, developing new products, expanding internationally and to residents of rural areas. As we undertake all these changes, if we are not able to manage the growing complexity of our business, including improving, refining or revising our systems and operational practices, our business may be adversely affected.

If our efforts to build strong brand identity and improve member satisfaction and loyalty are not successful, we may not be able to attract or retain members, and our operating results may be adversely affected.

We must continue to build and maintain strong brand identity for our products and services, which have expanded over time. We believe that strong brand identity will be important in attracting members. If our efforts to promote and maintain our existing brands and brands we develop in the future are not successful, our operating results and our ability to attract members may be adversely affected. From time to time, our members express dissatisfaction with our service, including, among other things, title availability, processing and service interruptions. To the extent dissatisfaction with our service is widespread or not adequately addressed, our brand may be adversely impacted and our ability to attract and retain members may be adversely affected. With respect to our planned international expansion, we will also need to establish our brand and to the extent we are not successful, our business in new markets would be adversely impacted.

7

If we are unable to manage the mix of member acquisition sources, our member levels and marketing expenses may be adversely affected.

We utilize a broad mix of marketing programs to promote our service to potential new members. We obtain new members through our online marketing efforts, including paid search listings, banner ads, text links and permission-based e-mails. In addition, we have engaged in various offline marketing programs, including TV and radio advertising, direct mail and print campaigns, consumer package and mailing insertions. We maintain an active public relations program to increase awareness of our service and drive member acquisition. We opportunistically adjust our mix of marketing programs to acquire new members at a reasonable cost with the intention of achieving overall financial goals. If we are unable to maintain or replace our sources of members with similarly effective sources, or if the cost of our existing sources increases, our member levels and marketing expenses may be adversely affected.

If we are unable to continue using our current marketing channels, our ability to attract new members may be adversely affected.

We may not be able to continue to support the marketing of our service by current means if such activities are no longer available to us, become cost prohibitive or are adverse to our business. If companies that currently promote our service decide that we are negatively impacting their business, that they want to compete more directly with our business or enter a similar business or decide to exclusively support our competitors, we may no longer be given access to such marketing through them. In addition, if ad rates increase, we may curtail marketing expenses or otherwise experience an increase in our marketing costs. Laws and regulations impose restrictions on the use of certain channels, including commercial e-mail and direct mail. We may limit or discontinue use or support of e-mail and other activities if we become concerned that members or potential members deem such activities intrusive, which could affect our goodwill or brand. If the available marketing channels are curtailed, our ability to attract new members may be adversely affected.

Although we do not distribute content through our service, if we are sued for content viewed through our service, our results of operations would be adversely affected.

Although we do not distribute content through our service, we face potential liability for negligence, copyright, patent or trademark infringement or other claims based on content linked through our service. We also may face potential liability for content uploaded from our users in connection with our community-related content or reviews. If we become liable for such activities, then our business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising from any liability could harm our results of operations. We cannot assure that we are insured or indemnified to cover claims of these types or liability that may be imposed on us.

We rely upon a number of partners to offer our service.

We currently offer members the ability to easily navigate available sources of on-line video, radio and games and consume such media through their computers and other Internet-connected devices. If we are not successful in maintaining existing and creating new relationships, or if we encounter technological, content licensing or other impediments to our ability to organize content, our ability to grow our business could be adversely impacted. Furthermore, devices are manufactured and sold by entities other than FreeCast and while these entities should be responsible for the devices’ performance, the connection between these devices and FreeCast may nonetheless result in consumer dissatisfaction toward FreeCast and such dissatisfaction could result in claims against us or otherwise adversely impact our business.

8

Any significant disruption in our computer systems or those of third-parties that we utilize in our operations could result in a loss or degradation of service and could adversely impact our business.

Members and potential members access our service through our Web site or their TVs, computers, game consoles or mobile devices. Our reputation and ability to attract, retain and serve our members is dependent upon the reliable performance of our computer systems and those of third-parties that we utilize in our operations. Interruptions in these systems, or with the Internet in general, including discriminatory network management practices, could make our service unavailable or degraded. Much of our software is proprietary, and we rely on the expertise of our engineering and software development teams for the continued performance of our software and computer systems. Service interruptions, errors in our software or the unavailability of computer systems used in our operations could diminish the overall attractiveness of our service to existing and potential customers.

Our servers and those of third-parties we use in our operations are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions and delays in our service and operations as well as loss, misuse or theft of data. Our Web site periodically experiences directed attacks intended to cause a disruption in service. Any attempts by hackers to disrupt our service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation. Our insurance does not cover expenses related to attacks on our Web site or internal systems. Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the functionality of our services. Any significant disruption to our service or internal computer systems could result in a loss of members and adversely affect our business and results of operations.

We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party Web hosting provider. In addition, we utilize third-party Internet-based or “cloud” computing services in connection with our business operations. Problems faced by our third-party Web hosting or cloud computing providers, including technological or business-related disruptions, could adversely impact the experience of our members. In addition, fires, floods, earthquakes, power losses, telecommunications failures, break-ins and similar events could damage these systems and hardware or cause them to fail completely. As we do not maintain entirely redundant systems, a disrupting event could result in prolonged downtime of our operations and could adversely affect our business.

We rely upon third parties to host certain aspects of our service and any disruption of or interference with our use of such third party services would impact our operations and our business would be adversely impacted.

We make use of a number of services provided by third parties, including distributed computing infrastructure platform for business operations, or what is commonly referred to as a cloud computing service. We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by such third parties. Given this, along with the fact that we cannot easily switch our operations to other providers, any disruption of or interference with our use of current service providers would impact our operations and our business would be adversely impacted.

We rely heavily on our proprietary technology to locate and organize on-line video, radio and games and to manage other aspects of our operations, and the failure of this technology to operate effectively could adversely affect our business.

We continually enhance or modify the technology used for our operations. We cannot be sure that any enhancements or other modifications we make to our operations will achieve the intended results or otherwise be of value to our members. Future enhancements and modifications to our technology could consume considerable resources. If we are unable to maintain and enhance our technology, our ability to retain existing members and to add new members may be impaired. In addition, if our technology or that of third-parties we utilize in our operations fails or otherwise operates improperly, our ability to retain existing members and to add new members may be impaired. Also, any harm to our members’ personal computers or other devices caused by software used in our operations could have an adverse effect on our business, results of operations and financial condition.

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Our business depends on continued and unimpeded access to the Internet at non-discriminatory prices. Internet access providers and Internet backbone providers may be able to block, limit, degrade or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users.

Our products and services depend on the ability of our customers’ viewers to access the Internet, and certain of our customers’ products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant and increasing market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies and mobile communications companies. Some of these providers have stated that they may take measures that could degrade, disrupt or increase the cost of user access by restricting or prohibiting the use of their infrastructure to support or facilitate offerings, or by charging increased fees to provide offerings, while others, including some of the largest providers of broadband Internet access services, have committed to not engaging in such behavior.

The ability of the FCC to regulate broadband Internet access services was called into question by an April 2010 ruling of the United States Court of Appeals for the D.C. Circuit. The FCC then proposed rules regulating broadband Internet access, but on January 14, 2014, the D.C. Circuit Court of Appeals struck down the net neutrality rules adopted by the FCC, determining that the FCC did not have the authority to issue or enforce net neutrality rules, as it had failed to identify certain service providers as “common carriers.” On February 26, 2015, the FCC approved a new rule that reclassifies broadband Internet access service as a telecommunication service and regulates broadband Internet access as a public utility. This new rule is likely to face challenges in court. In addition, if Congress passes a new law, the FCC’s regulations will be superseded, and it will be the new law that establishes rules regulating broadband Internet access. AT&T has filed several patent applications for methods to take advantage of the dissolution of the net neutrality rules, and complaints have begun to mount that certain carriers are slowing access to various third party on-line and cloud services.

Unless either Congress or the FCC addresses the scope of its authority it is possible that broadband service providers could impose restrictions on bandwidth and service delivery that may adversely impact our download speeds or ability to deliver content over those facilities, or impose significant end user or other fees that could impact the cost of our services to end users, or our delivery costs. As a result of the Court’s action and the FCC’s inaction, current and future actions by broadband Internet access providers may also result in limitations on access to our services, a loss of existing users, or increased costs to us, our users or our customers, thereby impairing our ability to attract new users, or limiting our opportunities and models for revenue and growth.

Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.

We rely upon the ability of consumers to access our service through the Internet. To the extent that network operators implement usage based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our member acquisition and retention could be negatively impacted.

Most network operators that provide consumers with access to the Internet also provide these consumers with multichannel video programming. As such, companies like Comcast, Time Warner Cable and Cablevision have an incentive to use their network infrastructure in a manner adverse to our continued growth and success. While we believe that consumer demand, regulatory oversight and competition will help check these incentives, to the extent that network operators are able to provide preferential treatment to their data as opposed to ours, our business could be negatively impacted.

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Privacy concerns could limit our ability to leverage our member data and our disclosure of or unauthorized access to member data could adversely impact our business and reputation.

In the ordinary course of business and in particular in connection with merchandising our service to our members, we collect and utilize data supplied by our members. We currently face certain legal obligations regarding the manner in which we treat such information. Other businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities and other information to data collected on the Internet regarding users’ browsing and other habits. Increased regulation of data utilization practices, including self-regulation or findings under existing laws, that limit our ability to use collected data, could have an adverse effect on our business. In addition, if unauthorized access to our member data were to occur or if we were to disclose data about our members in a manner that was objectionable to them, our business reputation could be adversely affected, and we could face potential legal claims that could impact our operating results.

Our reputation and relationships with members would be harmed if our member data, particularly billing data, were to be accessed by unauthorized persons.

We maintain personal data regarding our members, including names and, in many cases, mailing addresses. With respect to billing data, such as credit card numbers, we rely on licensed encryption and authentication technology to secure such information. We take measures to protect against unauthorized intrusion into our members’ data. If, despite these measures, we, or our payment processing services, experience any unauthorized intrusion into our members’ data, current and potential members may become unwilling to provide the information to us necessary for them to become members, we could face legal claims, and our business could be adversely affected. Similarly, if a well-publicized breach of the consumer data security of any other major consumer Web site were to occur, there could be a general public loss of confidence in the use of the Internet for commerce transactions which could adversely affect our business.

In addition, we do not obtain signatures from members in connection with the use of credit cards by them. Under current credit card practices, to the extent we do not obtain cardholders’ signatures, we are liable for fraudulent credit card transactions, even when the associated financial institution approves payment of the orders. From time to time, fraudulent credit cards are used on our Web site to obtain service. Typically, these credit cards have not been registered as stolen and are therefore not rejected by our automatic authorization safeguards. While we do have a number of other safeguards in place, we nonetheless experience some loss from these fraudulent transactions. We do not currently carry insurance against the risk of fraudulent credit card transactions. A failure to adequately control fraudulent credit card transactions would harm our business and results of operations.

We may not be able to protect our intellectual property rights.

We rely on a combination of trademark, fair trade practice, patent, copyright and trade secret protection laws, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights. We also enter into confidentiality agreements with our employees and any third parties who may access our proprietary information, and we rigorously control access to our proprietary technology and information.

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Intellectual property protection may not be sufficient and confidentiality agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights. In addition, policing any unauthorized use of our intellectual property is difficult, time-consuming and costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we would prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our Web site, technology, title selection processes and marketing activities.

Trademark, copyright, patent and other intellectual property rights are important to us and other companies. Our intellectual property rights extend to our technology, business processes and the content on our Web site. We use the intellectual property of third-parties in merchandising our products and marketing our service through contractual and other rights. From time to time, third-parties allege that we have violated their intellectual property rights. If we are unable to obtain sufficient rights, successfully defend our use, or develop non-infringing technology or otherwise alter our business practices on a timely basis in response to claims against us for infringement, misappropriation, misuse or other violation of third-party intellectual property rights, our business and competitive position may be adversely affected. Many companies are devoting significant resources to developing patents that could potentially affect many aspects of our business. There are numerous patents that broadly claim means and methods of conducting business on the Internet. We have not searched patents relative to our technology. Defending ourselves against intellectual property claims, whether they are with or without merit or are determined in our favor, results in costly litigation and diversion of technical and management personnel. It also may result in our inability to use our current Web site and technology, or our inability to market our service or merchandise our products. As a result of a dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our merchandising or marketing activities or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us.

If we are unable to protect our domain names, our reputation and brand could be adversely affected.

We currently hold various domain names relating to our brand, including freecast.com. Failure to protect our domain names could adversely affect our reputation and brand and make it more difficult for users to find our Web site and our service. The acquisition and maintenance of domain names generally are regulated by governmental agencies and their designees. The regulation of domain names in the United States may change in the near future. Governing bodies may establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may be unable to acquire or maintain relevant domain names. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. We may be unable, without significant cost or at all, to prevent third-parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.

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We depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our staff could severely hinder our ability to maintain and grow our business.

We rely on the continued service of our senior management, including our founder and Chief Executive Officer and Chairman of the Board of Directors William A. Mobley, Jr., members of our executive team and other key employees and the hiring of new qualified employees. In our industry, there is substantial and continuous competition for highly skilled business, product development, technical and other personnel. If we lose the services of any member of management or key personnel, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business and growth.

Our brand name and our business may be harmed by aggressive marketing and communications strategies of our competitors.

Due to competition in our industry, we have been and may be the target of incomplete, inaccurate and false statements about our company and our services that could damage our and our management’s reputation and our brand and materially deter consumers from using our service. Our brand name and our business may be harmed if we are unable to promptly respond to our competitors’ misleading marketing efforts.

Risks Related to the Offering

An active trading market for our common stock may not develop, which may cause our common stock to trade at a discount from the initial offering price and make it difficult for you to sell the shares you purchase.

Prior to this offering, there has been no public trading market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development or maintenance of an active trading market. The initial public offering price per share of our common stock has been determined by agreement among us and the underwriters and may not be indicative of the price at which our common stock will trade in the public trading market after this offering. If an active trading market does not develop, there may be difficulty selling any shares of our common stock.

The offering price of our common stock may not be indicative of future market prices of our common stock.

The offering price of the shares of our common stock has been arbitrarily determined by us and should not be considered an objective indication of our actual value, as it bears no relationship to our assets, earnings, book value or any other objective financial statement criteria of value.

Our management will have considerable discretion as to the use of the net proceeds to be received by us from this offering, and such use may not improve our financial results or increase the trading price of our common stock.

We have not allocated a significant portion of the net proceeds to be received by us in this offering to any particular purpose, and our use of such proceeds will be based on our current growth strategies and business conditions. Our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our efforts to maintain profitability or increase the trading price of our common stock. The net proceeds from this offering, pending investment in operating assets or businesses, may be placed in investments that do not produce income or that lose value.

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After this offering, William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman of the Board of Directors, individually and through Nextelligence, Inc., which is majority owned and controlled by him, will own or control in excess of 70.0% of our outstanding common stock.

After this offering, William A. Mobley, Jr., our Chief Executive Officer and Chairman of the Board of Directors, individually and through Nextelligence, Inc., which is majority owned and controlled by him, will own or control in excess of 70.0% of our outstanding common stock. As a result, Mr. Mobley is able to exercise significant influence over our company, including, but not limited to, any shareholder approvals for the election of our directors and, indirectly, the selection of our senior management, the amount of dividend payments, if any, our annual budget, increases or decreases in our share capital, new securities issuance, mergers and acquisitions and any amendments to our memorandum of association and articles of association. Furthermore, this concentration of ownership may delay or prevent a change of control or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could decrease the market price of our shares.

Following this offering, we will be a “controlled company” as such term is defined in the rules of the Nasdaq Stock Market, and, therefore, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Stock Market.

Upon the completion of this offering, we expect that our Common stock will be listed on the Nasdaq Stock Market. We expect to be a “controlled company” under the Nasdaq corporate governance standards because more than 50% of the voting power of our common stock following the completion of this offering will be held by Nextelligence, Inc. A “controlled company” may elect not to comply with certain Nasdaq corporate governance standards, including the requirements that: (i) we have a majority of our board of directors consists of “independent directors,” as defined under the Nasdaq rules; (ii) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (iii) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Following this offering, in reliance upon the foregoing exemptions, a majority of our board of directors will not consist of independent directors, we will not have a nominating and corporate governance committee, and our compensation committee will not be composed entirely of independent directors, and we may use any of these exemptions for so long as we are a controlled company. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Stock Market.

The market price of our common stock may be volatile, which could cause the value of your investment to decline.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as the factors listed below, some of which are beyond our control, could affect the market price of our common stock:

· our failure to achieve actual operating results that meet or exceed guidance that we may have provided due to factors beyond our control, such as currency volatility and trading volumes;

· future announcements concerning us or our competitors, including the announcement of acquisitions;

· changes in government regulations or in the status of our regulatory approvals or licensure;

· public perceptions of risks associated with our services or operations;

· developments in our industry; and

· general economic, market and political conditions and other factors that may be unrelated to our operating performance or the operating performance of our competitors.

If you purchase common stock sold in this offering, you will experience immediate and substantial dilution.

Based upon our unaudited financial statements at and for the six months ended March 31, 2015, if you purchase common stock sold in this offering, you will experience immediate and substantial dilution of $[__] per share based on an offering price of $___, because the price that you pay per share will be greater than the net tangible book value per share. Our existing shareholders will experience an immediate increase in net tangible book value of $[__] per share. In addition, you may face additional dilution if we issue additional securities in the future to finance our operations.

If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our common stock adversely, or if we fail to achieve analysts’ earnings estimates, the market price and trading volume of our common stock could decline.

The trading market for our common stock may be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us or our industry make unfavorable comments about our market opportunity or business, the market price of our common stock would likely decline. If one or more of these analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the market price of our common stock or trading volume to decline. In addition, if we fail to achieve analysts’ earnings estimates, the market price of our common stock would also likely decline.

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If we are unable to meet the continued listing requirements of the Nasdaq, the Nasdaq will delist our common stock.

Upon the consummation of this offering, our common stock will be listed on the Nasdaq. In the future, if we are not able to meet the Nasdaq continued listing standards, we could be subject to suspension and delisting proceedings. A delisting of our common stock and our inability to list on another national securities exchange could negatively impact us by: (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) limiting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets and (iv) impairing our ability to provide equity incentives to our employees.

Because we do not intend to pay dividends for the foreseeable future, investors in the offering will benefit from their investment in shares only if our common stock appreciates in value.

We currently intend to retain our future earnings, if any, to finance the operation and growth of our business and do not expect to pay any dividends in the foreseeable future. As a result, the success of an investment in our common stock will depend upon any future appreciation in its value. Our common stock may not appreciate in value or even maintain the price at which investors in this offering have purchased their shares.

We cannot predict our future capital needs. as a result, we may need to raise significant amounts of additional capital. We may be unable to obtain the necessary capital when we need it, or on acceptable terms, if at all.

Our business depends on the availability of adequate funding and regulatory capital under applicable regulatory requirements. We currently anticipate that our available cash resources will be sufficient to meet our presently anticipated working capital and capital expenditure requirements for at least the next 12 months. We may need to raise additional funds to:

· support more rapid expansion;

· develop new or enhanced services and products;

· respond to competitive pressures;

· acquire complementary businesses, products or technologies; or

· respond to unanticipated requirements.

Additional financing may not be available when needed on terms favorable to us.

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For as long as we are an “emerging growth company,” we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are an “emerging growth company,” as defined in the Securities Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes–Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy and information statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and of shareholder approval of any golden parachute payments not previously approved. Because we intend to take advantage of these exemptions, some investors may find our common stock less attractive, which may result in a less active trading market for our common stock and our stock price may be more volatile.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards.

We could remain an “emerging growth company” until June 30, 2021 or, if earlier, (a) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (b) if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of the second fiscal quarter of any fiscal year, the last day of such fiscal year, or (c) the date on which we have issued more than $1 billion in non-convertible debt securities during the preceding three-year period. If we are still a smaller reporting company (a company with a public float of less than $75 million) after we no longer qualify as an emerging growth company, we may be able to make use of some of the same exemptions (such as the exemption to the auditor attestation requirements of Section 404(b) of the Sarbanes–Oxley Act) as were available to us when we qualified as an emerging growth company.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.

We are not currently required to comply with Section 404(a) of the Sarbanes–Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes–Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Although we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. However, as an “emerging growth company,” as defined in the JOBS Act, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Notwithstanding the fact that we are not yet required to assess our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer have determined that there may have been, in the past, weaknesses in internal control over financial reporting, relating to our failure to receive documentation prior to paying certain invoices. As is the case with many companies of our size, (i) we did not have written documentation of our internal control policies and procedures; (ii) we did not have sufficient segregation of duties within accounting functions; (iii) we did not have adequate staff and supervision within our accounting function; and (iv) we lacked a sufficient process for periodic financial reporting, including timely preparation and review of financial reports and statements. Our Chief Executive Officer and Chief Financial Officer believe that such weaknesses have been substantially remediated through, among other things, our hiring of a Chief Financial Officer in April 2014. 

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In addition, to comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. In addition, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

In the past, we have had weknesses in our internal control over financial reporting.

Although we are not yet required to assess our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer have determined that there have been, in the past, weaknesses in our internal control over financial reporting, relating to our failure to receive documentation prior to paying certain invoices. As is the case with many companies of our size, (i) we did not have written documentation of our internal control policies and procedures; (ii) we did not have sufficient segregation of duties within accounting functions; (iii) we did not have adequate staff and supervision within our accounting function; and (iv) we lacked a sufficient process for periodic financial reporting, including timely preparation and review of financial reports and statements. Our Chief Executive Officer and Chief Financial Officer believe that such weaknesses have been substantially remediated through, among other things, our hiring of a Chief Financial Officer in April 2014.  Other than the salary and benefits paid to our Chief Financial Officer, we have not incurred and do not expect to incur material costs in past or ongoing remediation efforts.

Shareholders may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise.

After this offering we will have approximately ______________ shares of common stock authorized but unissued. Our certificate of incorporation authorizes us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions, in future common stock offerings or otherwise. We have reserved an aggregate of _________ shares for issuance under our incentive plan. Any common stock that we issue under any incentive plan would dilute the percentage ownership held by the investors who purchase common stock in this offering.

Substantial future sales or perceived potential sales of our common stock in the public market could cause the price of our common stock to decline significantly.

Sales of our common stock or other equity securities in the public market after this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline significantly. Upon completion of this offering, we will have _____________ shares of common stock outstanding, assuming the underwriters do not exercise their option to purchase additional shares, of which _________________ shares of our common stock, representing ____% of our outstanding common stock immediately after this offering, will not be subject to lock-up agreements. All shares of common stock sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or additional registration under the U.S. Securities Act of 1933, as amended, or the Securities Act. The common stock outstanding after this offering will be available for sale, upon the expiration of the lock-up periods described elsewhere in this prospectus beginning from the date of this prospectus (if applicable to such holder), subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. Any or all of these shares may be released prior to the expiration of the applicable lock-up period at the discretion of one of the designated representatives. To the extent shares are released before the expiration of the applicable lock-up period and sold into the market, the market price of our common stock could decline significantly. See “Shares Eligible for Future Sale — Lock-up Agreements.”

Certain holders of our common stock will have the right to cause us to register under the Securities Act the sale of their shares, subject to the applicable lock-up periods in connection with this offering. Registration of these shares under the Securities Act would result in such shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the public market could cause the price of our common stock to decline significantly.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus or in the documents incorporated by reference herein that are not descriptions of historical facts are forward-looking statements that are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Factors that could cause actual results to differ materially from those currently anticipated include those set forth under “Risk Factors” including, in particular, risks relating to:

· the online video and entertainment industry;

· our financial performance;

· our ability to attract and retain customers;

· our ability to expand our business;

· our ability to retain and hire necessary employees and appropriately staff our operations; and

· our estimates regarding capital requirements and needs for additional financing.

We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $               , based on an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares, we estimate that we will receive an additional $            million in net proceeds.

A $1.00 increase (decrease) in the assumed initial public offering price of $            would increase (decrease) the net proceeds to us from this offering by $            , assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same.

Although we have not yet determined with any certainty the manner in which we will allocate these net proceeds, we currently intend to use the net proceeds of this offering primarily to increase our sales and marketing efforts, and expand our geographical presence. By hiring additional sales, marketing, and technical personnel, we expect to accelerate our growth and take advantage of the momentum that we believe currently exists in the market for services like ours. We also intend to build out our infrastructure to handle the anticipated growth in our membership base and our product offerings.

Our management will retain broad discretion in the allocation and use of the net proceeds from this offering. The amounts and timing of these expenditures will vary depending on a number of factors, including the amount of cash generated by our operations, competitive and technological developments, and the rate of growth, if any, of our business. For example, if we were to expand our operations more rapidly than anticipated by our current plans, a greater portion of the proceeds would likely be used for the construction and expansion of facilities, working capital and other capital expenditures. Alternatively, if we were to engage in an acquisition that contained a significant cash component, some or all of the proceeds might be used for that purpose.

Pending specific utilization of the net proceeds as described above, we intend to invest the net proceeds of the offering in short-term investment grade and U.S. government securities.

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DIVIDEND POLICY

We have never paid cash dividends on any of our capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business.

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CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2015:

· On an actual basis; and

· On a pro forma basis to give effect to the sale of [____] shares of common stock by us in this offering at the initial public offering price of $ ___ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus.

	March 31, 2015
	(unaudited)			(unaudited)
	Actual			Pro Forma
Notes Payable (inclusive of current portion)	$	-
Stockholders’ Deficit:
Preferred stock, $.0001 par value, 5,000,000 shares authorized; no share issued and outstanding.		-
Common stock, $.0001 par value, 200,000,000 shares authorized; 27,877,054 shares issued and outstanding; __________ shares issued and outstanding, as adjusted		2,788
Additional paid-in capital		4,586,173
Accumulated deficit		(6,263,135	)
Total stockholders’ deficit		(1,674,084	)
Total Capitalization		(1,674,084	)

The pro forma number of shares to be outstanding immediately after this offering as shown above is based on shares outstanding as of ______________, 2015 and excludes:

· 36,199,033 shares of common stock issuable upon exercise of warrants.

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DILUTION

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the initial public offering price per share you will pay in this offering and the pro forma as adjusted net tangible book value per share of our common stock after this offering. Our pro forma net tangible book value as of March 31, 2015 was $            , or $    per share of common stock. Our pro forma net tangible book value per share set forth below represents our total tangible assets less total liabilities, divided by the number of shares of our common stock outstanding on                 , 2014.

After giving effect to our issuance and sale of            shares of common stock in this offering at an assumed initial public offering price of $            per share, the mid-point of the estimated price range shown on the cover of this prospectus, after deducting the estimated underwriting discounts and offering expenses payable by us, the pro forma as adjusted net tangible book value as of            , 2014 would have been $         , or $         per share. This represents an immediate increase in net tangible book value to existing shareholders of $         per share. The initial public offering price per share will significantly exceed the net tangible book value per share. Accordingly, new investors who purchase shares of common stock in this offering will suffer an immediate dilution of their investment of $            per share. The following table illustrates this per share dilution to the new investors purchasing shares of common stock in this offering without giving effect to the over-allotment option granted to the underwriters:

Assumed public offering price per share	$	XX.XX
Net tangible book value per share as of March 31, 2015		[_______]
Increase in net tangible book value per share attributable to the offering		X.XX
Pro forma net tangible book value per share as of March 31, 2015 after giving effect to the offering .		X.XX
Dilution per share to new investors	$	XX.XX

A $1.00 increase (decrease) in the assumed initial public offering price of $           per share would increase (decrease) the pro forma net tangible book value by $           million, the pro forma net tangible book value per share after this offering by $           per share and the dilution in pro forma net tangible book value per share to investors in this offering by $            per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discount and offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value will increase to $             per share, representing an immediate increase to existing shareholders of $            per share and an immediate dilution of $         per share to new investors. If any shares are issued in connection with outstanding options, you will experience further dilution.

The tables above assume no exercise of warrants to purchase shares of common stock outstanding as of March 31, 2015. At March 31, 2015, there were 36,199,033 shares of common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $0.25 per share.

If the underwriters exercise their over-allotment option in full, the number of shares held by new investors will increase to                         , or       % of the total number of shares of common stock outstanding after this offering.

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SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following table presents our selected historical financial data for the periods presented and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statement and notes thereto included elsewhere in this prospectus. The statements of operations data for the fiscal years ended June 30, 2014 and 2013 and the statements of financial condition data as of June 30, 2014 and 2013 are derived from our audited financial statements included elsewhere in this prospectus. The statements of operations data for the nine months ended March 31, 2015 and 2014 and the statements of financial condition data as of March 31, 2015 and 2014 are derived from our unaudited financial statements included elsewhere in this prospectus.

	Year ended June 30,						Nine months ended March 31,
	2014			2013			2015			2014
Total Revenue		1,315,480			183,667			954,432			953,070
Cost of Revenue		242,865			263,162			376,399			175,183
Gross Profit		1,072,615			(79,495	)		578,033			777,887
Operating Costs and Expenses:
Compensation and benefits		1,301,589			269,461			1,191,987			859,790
Sales and Marketing Expenses		408,865			47,911			357,523			311,109
Incentives to Distributor		649,758			—			—			649,758
General and Administrative		440,293			464,695			758,705			240,660
Total Operating Expenses		2,800,505			782,067			2,308,215			2,061,317
Loss from Operations		(1,727,890	)		(861,562	)		(1,730,182	)		(1,283,430	)
Total Other Expenses		(17,315	)		(1,089,423	)		(17,817	)		(12,358	)
Net Loss		(1,745,205	)		(1,950,985	)		(1,747,999	)		(1,295,788	)
Net Loss per share, basic and diluted		(0.06	)		(0.09	)		(0.06	)		(0.05	)

	Year ended June 30,				As of March 31,
	2014		2013		2015
Balance Sheet Data:
Cash and Cash Equivalents		456,097		238,507		102,651
Accounts Receivable		1,076,861		1,079,292		681,005
Total Assets		2,023,731		1,574,460		910,332
Total Current Liabilities		1,944,110		1,457,068		1,328,924
Total Liabilities		1,944,110		1,457,068		2,584,416
Total Shareholders' Equity (Deficit)		79,621		117,392		(1,674,084	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements and the related notes thereto and other financial information appearing elsewhere in this Form S-1.

Overview

Revenues for the nine months ended March 31, 2015 increased $1 thousand, to $954 thousand, as compared with the nine months ended March 31, 2014, and the net loss increased $452 thousand to $1.75 million.

Membership Revenues for the nine months ended March 31, 2014 were net of $190 thousand related to warrants earned by our distributor as incentives for achieving certain pre-established goals.

Revenues for fiscal 2014 increased 616%, or $1.1 million, to $1.3 million, as compared to fiscal 2013, while our net loss decreased 11%, or $206 thousand, to $1.7 Million.

Membership Revenues for fiscal 2014 were net of $190 thousand related to warrants earned by our distributor as incentives for achieving certain pre-established goals. Net loss for fiscal 2013 was unfavorably impacted by a non-cash loss of $1.0 million on the extinguishment of debt due to our entry into a forbearance agreement that modified the terms of an outstanding debt obligation.

We see opportunities for growth in international sales, free-trial pre-loads in manufactured devices, including mobile devices and laptops, and introducing SelectTV into the in-home market. However, we can only take advantage of these opportunities if we have sufficient capital to do so, are able to recruit the necessary staff, and are able to expand our current infrastructure. We may also face additional challenges from new competitors that may be able to launch new businesses at relatively low cost, with consumers easily being able to shift spending from one provider to another. In order to combat this, we must exand and continue to deliver a product that is more advanced than that of competitors.

Components of our Operating Results

Revenues

Membership revenue

We generate membership revenue through the sale of Rabbit TV and Rabbit TV Plus, a web-based media guide that aggregates free media content on the web and facilitates access for its customers.

Membership revenue is derived from sales through Telebrands, a third-party marketing and distribution company (Rabbit TV and Rabbit TV Plus) and through direct sales to members (Rabbit TV Plus).

Membership revenue is recognized ratably on a straight-line basis over the duration of the membership period, generally ranging from one to six years. All membership fees are collected at the time of purchase. Revenue is recognized when the service has been provided.

Membership revenue is presented net of cash or equity instruments provided as sales incentives to customers and distributors of the Company’s memberships. When classification of sales incentives as a reduction of revenue results in negative revenue for a specific customer or distributor on a cumulative basis (that is, since inception of the overall relationship between the Company and the customer or distributor), then the amount of the cumulative shortfall is classified as an expense.

Advertising and other revenue

We generate advertising revenue pursuant to arrangements with advertising agencies and brokers. Under these arrangements, we provide the agencies and brokers the ability to sell advertising on our service directly to advertisers. We report this revenue net of amounts due to agencies and brokers because we are neither the primary obligor under these arrangements, nor do we set the pricing or establish or maintain the relationship with the advertisers.

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Premium services are also available, for an additional fee, to allow single or time-limited use of private, decrypted viewing of movies, sporting events, concerts, or other types of events

Deferred revenue

Deferred revenue consists principally of both prepaid but unrecognized membership revenue and advertising fees received or billed in advance of the delivery or completion of the delivery of services. We may pay sales incentives, in cash or by issuing equity instruments, to distributors of our memberships. Such sales incentives are not recognized as deferred revenue. Rather, sales incentives are recognized in current operations when issued, regardless of amounts in deferred revenue, which may have resulted from the distributor’s efforts. Deferred revenue is recognized as revenue when the services are provided and all other revenue recognition criteria have been met.

Cost of Revenue

Cost of revenue consists primarily of hosting, product development, and infrastructure costs and the salaries and benefits related to employees in software engineering, facilities-related expenses, and information technology associated with supporting those functions. Hosting costs consist of content streaming, maintaining our internet service and creating and serving advertisements through third-party ad servers. We make payments to third-party ad servers in the period in which the advertising impressions are delivered or click-through actions occur, and accordingly record this as a cost of revenue in the related period. We incur product development expenses primarily for improvements to our website and related apps, development of new advertising products and development and enhancement of the guide and streaming system. Product development costs are generally expensed as incurred.

Operating Expenses

Compensation and Benefits

Compensation and benefits consists primarily of employee-related costs, including salaries and benefits related to employees in finance, accounting, internal information technology and other administrative personnel and stock based compensation.

Sales and Marketing

Sales and marketing consists primarily of employee-related costs, including salaries, commissions and benefits related to employees in sales, sales support and marketing departments. In addition, sales and marketing expenses include external sales and marketing expenses such as third-party marketing, branding, advertising, public relations expenses, commissions, facilities-related expenses, and infrastructure costs.

General and Administrative

General and administrative expenses include professional services costs for outside legal and accounting services, facilities-related expenses, travel costs, third party customer support, and credit card fees.

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Nine Months Ended March 31, 2015 Compared to Nine Months Ended March 31, 2014

Revenues

We generally have two major components of revenue, advertising revenues and membership revenues.

Advertising Revenue declined 53%, or $321k, to $289 thousand, in the nine months ended March 31, 2015 as compared with the same period in the prior year. We believe that there was an initial spike in advertising revenues after the product launch date which resulted in higher advertising revenues in the period ended March 31, 2014.

Membership revenue increased 94%, or $323 thousand, to $666 thousand, in the nine months ended March 31, 2015 as compared with the same period in the prior year. In July 2014, we began renewing our members online with Rabbit TV Plus. The increase in membership revenue is attributable to our online renewal campaigns, offset partially by lower sales at retail channels with the Phase-out of Rabbit TV. Membership revenues for the nine months ended March 31, 2014 were net of $190 thousand of warrants earned by our distributor as incentives for achieving certain pre-established goals.

We had two customers, Telebrands and Google, which accounted for 36.0% and 97.9% respectively of total revenue for the nine months ended March 31, 2015 and 2014, excluding incentives to distributors and deferred memberships. We had one customer, Telebrands, which accounted for 10% or more of total accounts receivable as of March 31, 2015 and June 30, 2014, comprising 95.7% and 95.0%, respectively, of total accounts receivable.

Cost of Revenue

Cost of revenue increased 115%, or $201 thousand, to $376 thousand. This increase was attributable to a fixed management fee payable to Nextelligence under the terms of an Amended and Restated Technology License and Development Agreement. Prior to July 1, 2014, Nextelligence was reimbursed for management and development at actual cost plus 20%.

Operating costs and expenses

Operating expenses increased 12%, or $247 thousand, to $2.31 million in the fiscal nine months ended March 31, 2015, as compared with the same period in fiscal 2014. The increase resulted from higher headcount and customer service costs to support our growth as well as additional audit and audit related fees as we began to prepare for an initial public offering. Such increase was less than it would otherwise have been due to warrants earned by our distributor in the nine months ended March 31, 2014, as incentives for achieving certain pre-established goals that resulted in $650 thousand of expense in that period, where no such expense were recorded in the nine months ended March 31, 2015.

Year Ended June 30, 2014 Compared to Year Ended June 30, 2013

Revenues

We generally have two major components of revenue, Advertising Revenues and Membership Revenues.

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Advertising Revenues increased 762%, or $637 thousand, in fiscal 2014 as compared to fiscal 2013, to $721 thousand. Higher advertising revenues were due to a full year of advertising sales in fiscal 2014 compared with four months of such revenue during fiscal 2013. Increased traffic on our site driven by a higher member base also contributed to the increase.

Membership Revenues increased 494%, or $494 thousand to $594 thousand, in fiscal 2014 as compared to fiscal 2013. Membership Revenues in fiscal 2014 were net of $190 thousand of warrants earned by our distributor as incentives for achieving certain pre-established goals. The increase in Membership Revenues is partially attributable to having a full year of sales during fiscal 2014 compared with six months of sales during fiscal 2013.

We had two customers, Telebrands and Google, which accounted for 60.5% and 30.1%, respectively of total revenue for the year ended June 30, 2014 and 84.8% and 14.9%, respectively for the year ended June 30, 2013, excluding incentives to distributors. We had one customer, Telebrands accounted for 10% or more of total accounts receivable as of June 30, 2014 and 2013, comprising 95.0% and 94.6%, respectively, of total accounts receivable.

Cost of Revenue

Cost of revenue declined by 8%, or $20 thousand, to $243 thousand, in fiscal 2014 as compared to fiscal 2013, due to a large decline in development related expenditures due to our product launch in 2013. This was somewhat offset by increased hosting costs corresponding to a full year of operations and a larger membership base.

Operating costs and expenses

Operating expenses increased 258%, or $2.0 million, to $2.8 million, in fiscal 2014 as compared to 2013, largely due to the addition of headcount to support our growth and marketing to continue our growth. Our marketing costs include $233 thousand contractually payable to Telebrands as a contribution to the Rabbit TV media budget for commercials and infomercials managed by Telebrands. Also contributing to the increase was $650 thousand of warrants earned by our distributor as incentives for achieving certain pre-established goals.

General and administrative expenses declined 5%, or $25 thousand to $440 thousand, in fiscal 2014 as compared to fiscal 2013, as a result of our hiring additional employees and reducing outsourced work.

Other Income (Expense)

Interest expense declined 80%, or $72 thousand, to $18 thousand, in fiscal 2014 as compared to fiscal 2013 because we paid off several notes payable in fiscal 2013.

Liquidity and Capital Resources

We have historically financed our liquidity and capital needs primarily through the use of funds generated from operations, the sale of stock and notes payable. We plan to finance our future operating liquidity and regulatory capital needs from operations, the sale of securities, and debt financing. Following this offering, we expect that our capital expenditures, and personnel costs, will increase as we continue to implement our expansion plan.

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We primarily hold and invest our cash at various financial institutions and in various instruments, including cash held at banks and money market funds which invest in short-term U.S. government securities. In general, we believe all of our investments and deposits are of high credit quality and we have more than adequate liquidity to conduct our business.

We had a working capital deficit of $434,706 as of March 31, 2015 and a positive working capital $604,488 as of June 30, 2014. Our net cash flow for the nine months ended March 31, 2015 was a decrease of $353,446. Our net cash flow for the year ended June 30, 2014 was an increase of $217,590. Our cash flow for the year ended June 30, 2013 was an increase of $164,941.

Net cash used in operating activities was ($341,514) for the nine months ended March 31, 2015, as compared to net cash provided by operating activities of $159,524 for the nine months ended March 31, 2014. The increase in net cash used in operating cash flows is largely a result of additional headcount to support our growth and audit related costs to prepare for our initial public offering. Net cash provided by operating activities was $22,538 for the year ended June 30, 2014, as compared to net cash used in operating activities of $(218,525) for the year ended June 30, 2013. The increase in cash provided in operating cash flows is largely a result of increased advertising and membership sales.

On June 30, 2013, we issued 643,113 shares of our common stock pursuant to the conversion of $125,000 of outstanding principal on notes payable and $35,778 of accrued interest to one accredited investor. The note was converted in accordance with the conversion terms. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

On June 30, 2013, we issued 1,554,803 shares of our common stock in exchange for the cancellation of $388,700 of outstanding accounts payable and accrued interest to two accredited investors. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

During fiscal year 2014, we sold 1,014,000 shares of our common stock to fourteen accredited investors for proceeds of $253,500. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

During fiscal year 2013, we sold 1,300,000 shares of our common stock to eighteen accredited investors for proceeds of $325,000. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with GAAP applied on a consistent basis. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. We evaluate these estimates and assumptions on an ongoing basis. We base our estimates on the information currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

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An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made; if different estimates reasonably could have been used; or if changes in the estimate that are reasonably likely to occur periodically could materially impact the financial statements. While our significant accounting policies are described in more detail in the notes to our financial statements included in this prospectus, we believe the following accounting policies to be critical to the estimates and assumption used in the preparation of our financial statements.

Revenue Recognition

Revenue is principally derived from membership and advertising services. We recognize revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, we consider customer registration, payment, or third party acknowledgement to be persuasive evidence of an arrangement.

The Company evaluated the criteria outlined in ASC Topic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Rabbit TV fees paid by customers through Telebrands is reported net of any fees payable to or retained by Telebrands. This is because, although the Company is the primary obligor, the Company does not establish the sales price and does not have credit risk. Rabbit TV Plus fees paid by customers to the Company is reported at gross. Since the Company is the primary obligor in the transaction, has latitude in establishing the sales price, and has the credit risk, revenue is recorded on a gross basis.

The Company generates advertising revenue pursuant to arrangements with advertising affiliates and brokers. Under these arrangements, the Company provides the agencies and brokers the ability to sell advertising inventory on the Company’s service directly to advertisers. The Company reports this revenue net of amounts due to agencies and brokers because the Company is not the primary obligor under these arrangements nor does the Company set the pricing or establish or maintain the relationship with the advertisers.

Cost of Revenue

Cost of revenue consists primarily of hosting, product development, and infrastructure costs and the salaries and benefits related to employees in software engineering, facilities-related expenses, and information technology associated with supporting those functions. Certain website development and internal use software development costs may be capitalized when specific criteria are met. In such cases, the capitalized amounts are amortized to cost of revenue over the useful life of the related application once the application is placed in service.

Fair Value of Financial Instruments

We follow the provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures” for financial instruments. This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 permits an entity to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period.

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ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in level 1 that are directly or indirectly observable for the asset or liability. Such inputs include quoted prices in active markets or similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs are unobservable inputs for the asset or liability. Such inputs are used to measure fair value when observable inputs are not available.

As of March 31, 2015 and June 30, 2014, the carrying amounts of our financial assets and liabilities, such as accounts receivable, notes receivable, accounts payable, accrued expenses, accrued salaries and benefits, and accrued interest, approximate the fair values due to the short-term nature of the instruments.

Accounts Receivable

Accounts receivable are reported net of an allowance for doubtful accounts when applicable. The allowance for doubtful accounts reflects management’s best estimate of probable losses inherent in the accounts receivable balance at any reporting date. Management determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. We recognized no bad debt expense for the nine months ended March 31, 2015 and the years ended June 30, 2014 and 2013 nor have we recognized an allowance for doubtful accounts at March 31, 2015, June 30, 2014 and 2013.

As of March 31, 2015, we had no amounts owed to Telebrands and Telebrands owed us a total of $646,536, comprised of: (i) the balance due on October 2014 billings of $1,971, February 2015 billings of $22,196 (paid in April 2015) and March 2015 billings of $25,052 (paid in April 2015), and (ii) a total of $942,299 billed as a result of a reconciliation of memberships sold through December 31, 2014, partially offset in the amount of $344,982 pursuant to the Setoff Agreement with Telebrands described below.

Although our monthly billings to Telebrands continue to be paid currently by Telebrands, through March 2015, the Company completed a reconciliation of memberships sold from January 2013 through December 2014, and billed Telebrands approximately $942,000 for past due memberships sold, and recorded $1,255,492 and $931,590 as long-term deferred revenue at March 31, 2015 and June 30, 2014, respectively, in the balance sheets for such periods.

On October 29, 2014, we signed a Setoff Agreement (“Setoff Agreement”) with Telebrands in which approximately $261,000 that was owed by us to Telebrands was setoff and applied against the amounts owed by Telebrands to us. In addition, with the consent of Telebrands, we may from time to time, but no more frequently than monthly, setoff and apply against any amount owed by Telebrands to us. On March 31, 2015, we offset an additional approximately $84,000. We consider the amount owed by Telebrands to be fully collectible and provided no allowance for bad debts. In the future, we plan to reconcile memberships sold each quarter based on a one-quarter lag.

Software Development Costs

We apply the principles of ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. We have adopted the “tested working model” approach to establishing technological feasibility for its applications. Under this approach, we do not consider an application in development to have passed the technological feasibility milestone until we have completed a model of the product that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. To date, we have not incurred significant costs between the establishment of technological feasibility and the release of an application; thus, we have expensed all software development costs as incurred.

Income Tax Provision

Deferred tax assets and liabilities are recognized for the expected future consequences of events that have been reflected in the financial statements. Deferred tax assets and liabilities are determined based on the differences between the book and tax basis of assets and liabilities and operating loss carryforwards, using tax rates expected to be in effect for the years in which the differences are expected to reverse. We record a valuation allowance to reduce deferred income tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

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Jumpstart Our Business Startups Act of 2012

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

Legal Proceedings

As of the date hereof, we know of no material, existing or pending legal proceedings against us, nor are we the plaintiff in any material proceedings or pending litigation. There are not proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. From time to time, we may be subject to various claims, legal actions and regulatory proceedings arising in the ordinary course of business.

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DESCRIPTION OF THE BUSINESS

Overview

FreeCast is a content discovery and management company that provides an eMedia guide branded as “Rabbit TV” to members. We have sold more than 3,000,000 memberships of Rabbit TV and Rabbit TV Plus since our inception. As of March 31, 2015, we had approximately 751,000 paid members. We generate revenues through membership fees, advertising, and referral fees. We were founded in 2011 and had revenues of $1.32 million and incurred a net loss of $1.75 million for the fiscal year ended June 30, 2014 and revenues of $954 thousand and a net loss of $1.75 million for the nine months ended March 31, 2015. Memberships to our eMedia guide are available for purchase in stores (through our agreement with Telebrands Corp.) and online as Rabbit TV and Rabbit TV Plus.

The basis of our eMedia guide is our proprietary technology that automatically crawls the internet to locate commercial-quality entertainment content from thousands of sources, including free, paid, and subscription-based content. Our technology then sorts through and manages the vast majority of the commercial-quality video, radio and online games on the web, including both live and on-demand video (other than live, local television) from online free, subscription and Pay-per-view (PPV) services. All of this information is then incorporated into our interactive eMedia guide.

The eMedia guide uses images and related information on customized guide pages to provide members with an easy way to explore all of the available material from one centralized location. Upon selecting content to consume, the member is directed to the original source of the content. If content is available for free, the member is transferred to the website providing the content. If content is available through a subscription service (such as Netflix or Hulu), we allow the member to log-in to the service through our eMedia guide and the member is then directed to the subscription service’s website. If the content is PPV, the member is directed to the page requiring payment for the PPV service. We do not manipulate or distribute the source content, and the provider of the content retains all rights to and management of content.

Because FreeCast links members directly to third-party content sources and in no way manipulates, stores, retransmits or distributes this content, we are not subject to licensing fees or restrictions by third-party content suppliers. We are not responsible for the availability or content of these external websites, nor do we endorse, warrant, or guarantee the products, services or information described or offered. All logos and trademarks used in the guide are the sole property of their respective owners. We believe that this is a complementary relationship in which FreeCast directly supplies free traffic to content suppliers, much like the print-based model employed by TV Guide in past decades.

Our eMedia guide is currently available on computers, smart phones and tablets, and, by the end of 2015, will be available through a device which will bring our eMedia guide to televisions.

Our strategy is to grow our eMedia guide membership business domestically and globally. We work constantly to improve the customer experience, with a focus on expanding the content catalogued by our technology, enhancing our user interface and extending our service to even more Internet-connected devices.

Industry Overview

The way people consume entertainment has changed dramatically in recent years. The pay TV market, which includes cable and satellite TV as well as internet-based subscription services like Netflix, Hulu, and Amazon, was expected to have revenues of approximately $280 billion in 2014, based on information released by ABI Research. Industry experts expect this market to change dramatically in the coming years as a result of downward trend in traditional cable and satellite TV subscribers, and increased competition from cheaper online alternatives.

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And while consumers used to be able to watch a particular television program on a particular channel at a particular time, (also known as watching in a linear fashion), many consumers, especially younger consumers, watch television in a non-linear fashion. Nielsen recently reported that in the third quarter of 2014, linear viewing per week of adults aged 18-24 declined by 19.2%, while online video usage for the same group increased by 20.7%. According to Nielsen’s Cross Platform Report for the second quarter of 2014, viewership of traditional television decreased slightly as compared to the prior year period, while consumption of digital video increased 53% for adults aged 18-34 and 80% for adults aged 35-49. According to eMarketer, the amount of time US adults spent with digital video (consisting of mobile and online video) per day increased from 6 minutes in 2010 to 55 minutes in 2014. Mobile video consumption increased from a negligible amount in 2010 to 33 minutes in 2014.

We expect the trends toward non-linear digital video consumption to continue and believe that we are uniquely positioned to take advantage of this market with our products.

Sources of Revenue

FreeCast derives revenue from the following sources:

· For members who sign up with us online, we charge a fee of $10.00 a year (a portion of which is paid to Telebrands Corp.);

· For members who purchase our product in stores through the packaged products produced by Telebrands Corp., we receive a portion of the retail sales price from Telebrands;

· We receive a fee for advertising on our guide pages provided by Google (a portion of which is paid to Telebrands Corp.);

· We receive a fee for video ads provided by Dashbid which are displayed prior to a movie playing (a portion of which is paid to Telebrands – we do not receive fees for ads played by the content providers).We receive fees through affiliate programs for content providers that have such programs for premium subscription services that are purchased through our eMedia Guide (a portion of which is paid to Telebrands Corp.);

· We receive fees through affiliate programs for content providers that have such programs for PPV programs that are purchased through our eMedia Guide (a portion of which is paid to Telebrands Corp.); and

· We receive fees for third-party related products (such as cables to connect a device to a member’s television) that are purchased through our eMedia Guide (a portion of which is paid to Telebrands Corp.).

In Development

By the end of 2015, we, in conjunction with Telebrands Corp., plan to launch Rabbit TV Select, a device with a quad-core PC that turns any flat-screen TV into what we will brand as “The Smartest TV Ever”. In addition to the usual app manager you get with other set-top boxes, Rabbit TV Select will include a fully functional web browser complete with the Rabbit TV eMedia guide. Rabbit TV Select will also feature capabilities for media storage, gaming, home automation and home security.

Also anticipated to launch by the end of 2015, Select TV will be a co-branded delivery of our eMedia Guide that will allow companies to license the eMedia guide to their customers. This new offering will allow telecommunications carriers, mobile network operators and independent bandwidth providers to offer their customers a low-cost video-on-demand platform to accompany pre-existing Internet service. We anticipate that the Select TV VOD (video-on-demand) interface will also be offered as a pre-load on various devices, including smartphones, tablets, computers and televisions, as well as various hospitality-based businesses including hotels and timeshares.

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Our Competitive Strengths

We believe that we have a number of distinct advantages over competitors and are well positioned to fill the gaps in key market segments:

· While other providers rely on apps that offer limited content selection of mostly B-Grade programming, our eMedia guide offers access to online content on any device. Because the content on our eMedia guide comes directly from the source on the internet, our members are able to access the full programs available online.

· Most of the products of our competitors are often limited in terms of the library of content available. For example, Netflix does not provide the same content as Amazon Prime, and neither will direct a subscriber to content available on the competing service. Because our eMedia guide catalogues content but does not distribute any content, we are able to direct members to any service that has the program they would like to watch available, whether free or fee based.

· Many of our competitors provide services that are often tied to a single home-based device. Our eMedia guide, however, is device agnostic and may be used on any device as long as a web browser is available.

· Unlike competitors, FreeCast members continue to generate post-sale revenue through advertising on our guide pages and payments made to us through affiliate programs if members purchase media through our eMedia guide.

Our Growth Strategies

Through Select TV, we plan to license our platform to device makers and bandwidth providers, giving them a low-cost monetizable means to offer TV service to their customers without a large investment in new infrastructure. We also plan to launch our Rabbit TV Plus service beyond the United States and to global markets by the end of 2015 .

Relationship with Telebrands Corp.

We launched our service in January 2012, following six months of development.  However, pursuant to an agreement we entered into with Telebrands Corp. in October 2012 (the “Distribution Agreement”), we ceased providing our eMedia guide through our website. In February of 2013, in conjunction with Telebrands, we launched Rabbit TV, which allowed members to access our eMedia guide. In order to access this service, members purchased a zip drive containing membership information that the member would access using a desktop or laptop. Telebrands produced, packaged and promoted Rabbit TV without our participation. Packages for Rabbit TV were sold at major retail chains nationwide, including Walmart, Target, Sears, Bed Bath Beyond, Office Depot, Walgreens, CVS, Fry's, Rite-Aid, and many others. Telebrands sold over 2.9 million zip drives permitting members to access our Rabbit TV service.

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In mid-2014, we discontinued Rabbit TV and launched Rabbit TV Plus, a major upgrade to the Rabbit TV eMedia guide, designed to allow members to access content anywhere, anytime, on all devices, including desktops, laptops, tablets, smartphones, and other mobile devices (as opposed to our original Rabbit TV service which had to be accessed through a desktop or laptop). Unlike other services, which require specific apps for different content providers, Rabbit TV Plus provides seamless access to all forms of content from one central location. Rabbit TV Plus is marketed online by us and is available to members online through the Rabbit TV website and is offered as a packaged product in stores through Telebrands. However, we no longer require members to access our service through a zip drive. Instead, Rabbit TV Plus packages produced by Telebrands contain access codes and an HDMI cable to allow consumers to connect their desktops or laptops to their TV.

The Distribution Agreement grants Telebrands a license to market, sell and distribute the software and technology relating to our eMedia guide (“Licensed Software”) and requires Telebrands to use commercially reasonable efforts to market, promote, sell, and distribute devices providing memberships to the eMedia guide. Telebrands is obligated to pay us an amount equal to (i) the number of devices sold and funds collected multiplied by (ii) the greater of (A) Seventy-five cents ($0.75) or (B) Seven and one-half percent (7.5%) of net sales, as defined. In addition, we are obligated to pay Telebrands thirty percent (30%) of our advertising revenue. The Distribution Agreement also provided that Telebrands will purchase 4,000 shares of our common stock for $1,000 and that we issue to Telebrands warrants to purchase up to 20,000,000 shares of our common stock, based on the number of devices sold by Telebrands, with an exercise price of $0.25 per share, with a term of ten years. The warrants are earned as to 4,000,000 shares for each 2,000,000 devices sold by Telebrands. Thus far, warrants for 4,000,0000 shares have been earned and become exercisable on July 16, 2016.

On June 13, 2014, we entered into an amendment to the Distribution Agreement (“Amended Distribution Agreement”) with Telebrands. Pursuant to the Amended Distribution Agreement, we were given the right to market, promote, sell, and distribute the Licensed Software online, except through certain specified channels. In addition, the Amended Distribution Agreement provides that Telebrands owns the “Rabbit TV” name, trade names, trademarks, service marks and copyrights. Pursuant to the Amended Distribution Agreement, we are obligated to pay to Telebrands the greater of (i) (A) the number of memberships sold and funds collected, multiplied by (B) seventy-five cents ($0.75) or (ii) fifty percent (50%) of our net profits derived from our sales under the Amended Distribution Agreement.

The term of the Distribution Agreement, as amended, ends on December 31, 2017, provided, however, that if more than 10,000,000 memberships are sold by Telebrands on or before December 31, 2017, then the Distribution Agreement, as amended, shall be extended for an additional five year term. In addition, either party may terminate the Distribution Agreement in the event that specified conditions are met, including if certain membership targets are not met, if the other party breaches the Distribution Agreement, or if the other party becomes subject to bankruptcy laws.

Pursuant to the terms of the Distribution Agreement and the Amended Distribution Agreement:

· For the 12 months ended June 30, 2014, Telebrands sold 926,319 units for which we billed Telebrands $732,116, and for the 12 months ended June 30, 2013, Telebrands sold 1,815,757 units for which we billed Telebrands $1,392,202.

· For the nine months ended March 31, 2015, Telebrands sold 405,676 units for which we billed Telebrands $305,430, and for the nine months ended March 31, 2014, Telebrands sold 669,148 units for which we billed Telebrands $515,249.

· For the 12 months ended June 30, 2014, we accrued $216,342 for Telebrands’ share of advertising revenues, and for the 12 months ended June 30, 2013, we accrued $25,103 for Telebrands’ share of advertising revenues.

· For the nine months ended March 31, 2015, we accrued $111,235 for Telebrands, consisting of Telebrands’ share of Advertising Revenue ($86,664), new memberships sold by us (at $0.75 per membership) ($14, 066), and $5.00 for each new membership directed to us by Telebrands ($10,505), and for the nine months ended March 31, 2014, we accrued $183,068 for Telebrands’ share of advertising revenues.

As of March 31, 2015, we had no amounts owed to Telebrands and Telebrands owed us a total of $646,536, comprised of: (i) the balance due on October 2014 billings of $1,971, February 2015 billings of $22,196 (paid in April 2015) and March 2015 billings of $25,052 (paid in April 2015), and (ii) a total of $942,299 billed as a result of a reconciliation of memberships sold through December 31, 2014, partially offset in the amount of $344,982 pursuant to the Setoff Agreement with Telebrands described below.

Although our monthly billings to Telebrands continue to be paid currently by Telebrands, through March 2015, the Company completed a reconciliation of memberships sold from January 2013 through December 2014, and billed Telebrands approximately $942,000 for past due memberships sold, and recorded $1,255,492 and $931,590 as long-term deferred revenue at March 31, 2015 and June 30, 2014, respectively, in the balance sheets for such periods.

On October 29, 2014, we signed a Setoff Agreement (“Setoff Agreement”) with Telebrands in which approximately $261,000 that was owed by us to Telebrands was setoff and applied against the amounts owed by Telebrands to us. In addition, with the consent of Telebrands, we may from time to time, but no more frequently than monthly, setoff and apply against any amount owed by Telebrands to us. On March 31, 2015, we offset an additional approximately $84,000. We consider the amount owed by Telebrands to be fully collectible and provided no allowance for bad debts. In the future, we plan to reconcile memberships sold each quarter based on a one-quarter lag.

Relationship with Nextelligence, Inc.

On June 30, 2011 we entered into a Technology License and Development Agreement (as amended, the “Technology Agreement”), with Nextelligence, which is majority owned and controlled by William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman of the Board of Directors. The Technology Agreement provides us with an exclusive forty-year license to a web-based toolbar that installs in the end-user’s browser and any supported email functions and /or chat functions with search and certain other features (“Technology”) from Nextelligence and for Nextelligence to provide all further development, improvement, modification, maintenance, management and enhancement services (the “Services”) related to the Technology.

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Pursuant to the Technology Agreement, Nextelligence is entitled to (i) a fixed fee of $23,000 per month for the Services, and (ii) a technology license fee of 4% of our gross revenues, as defined in the Technology Agreement.

Pursuant to the Technology Agreement we issued 20,004,000 shares of our common stock to Nextelligence. The Technology Agreement also requires us to issue Nextelligence a warrant to purchase 4,000,000 shares of our common stock for each 2,000,000 memberships sold over 10,000,000. The Technology Agreement has a 40 year term unless terminated early based on termination events as defined in the Technology Agreement. The Company paid approximately $292,000 and $353,000 to Nextelligence in the nine months ended March 31, 2015 and 2014, for services provided to the Company.

Nextelligence erroneously over-charged us by $152,702 and $243,841 for certain services in the years ended June 30, 2014 and 2013, respectively, and as a result, was indebted to us in the aggregate amount of $396,543. On January 2, 2015, we entered into a MCMS Purchase Agreement with Nextelligence (the “MCMS Purchase Agreement”), pursuant to which Nextelligence sold certain media content management system software to us, in exchange for the extinguishment of the $396,543 debt and a cash payment of $3,457. Such MCMS Purchase Agreement does not affect or modify the Technology Agreement.

Competition

The market for on-line video, radio and games is intensely competitive and subject to rapid change. New competitors may be able to launch new businesses at relatively low cost. Many consumers maintain simultaneous relationships with multiple entertainment video providers and can easily shift spending from one provider to another. Our principal competitors include:

• Programming distributors such as Youtube, Vimeo, and UStream, among others, along with VOD (video-on-demand) content including cable providers, such as Time Warner and Comcast; direct broadcast satellite providers, such as DIRECTV and DISH; and telecommunication providers such as AT&T and Verizon;

• Internet movie and TV content providers, such as Apple’s iTunes, Amazon.com’s Prime Video, Netflix and Hulu.com and Hulu Plus;

• Streaming video players such as Roku, Apple TV, Amazon’s Fire TV and Google’s Chromecast; and

• Entertainment video retailers, such as Best Buy, Wal-Mart and Amazon.com.

Operations

We link to content from thousands of sources directly available from the World Wide Web by using our proprietary technology. The links are then compiled into our eMedia guide for use by our members. We market our service through various channels, including online advertising, broad-based media, such as television and radio, as well as various strategic partnerships. We utilize the services of third-party cloud computing providers, more specifically, Amazon Web Services.

Seasonality

Our member growth exhibits a seasonal pattern that reflects variations in when consumers buy Internet-connected devices and when they tend to increase video watching. As a consequence, member growth is generally greatest in our fourth and first quarters (October through March), slowing in our second quarter (April through June) and then accelerating in our third quarter (July through September).

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Employees

As of March 31, 2015, we had 17 full-time employees and 2 part-time employee. Our employees are not covered by a collective bargaining agreement, and we consider our relations with our employees to be good.

Marketing

We are in the second year of a five year agreement with Telebrands Corp to supply and sell Rabbit TV and Rabbit TV Plus in major retail locations nationwide, in addition to direct-response television advertising on nationally recognized TV/cable networks.

Rabbit TV Plus is now available through online registration and will be marketed through major cost-per-acquisition (CPA) networks such as Clickbooth, Adperio, Max Bounty, Commission Junction, and others. Rabbit TV Plus, with new mobile apps, is also available directly through iTunes, Google Play, and the Windows 8 App store, among others.

The product will also be marketed through traditional Pay-per-click and online advertising networks such as Google Adwords, AOL, Bing, NeverBlue and others, along with organic Search Engine Optimization (SEO) methods. We are also establishing licensing partnerships through compatible service providers, such as bandwidth resellers, telecommunications providers, device manufacturers and media marketing partners.

Facilities

Our headquarters are located in approximately 3,200 square feet of a building located in Orlando, Florida for which we will pay between $5,960 and $7,728 per month, plus the proportionate share of operating expenses (as defined in the lease) through March 31, 2019.  Nextelligence leases these facilities from a third party landlord, and we sublease these facilities from Nextelligence at Nextelligence’s cost.

Intellectual Property

Our intellectual property consists of:

· Our Web Bot Media Crawler which gathers online content, including free, pay-per-view, and membership based media.

· Our Media & Link Validator which ensures reliability of the content offered by our service.

· A Content Management System by which we organize and deliver the content to our customers.

Our Web Bot Media Crawler and Media & Link Validator are licensed to us by Nextelligence, Inc. pursuant to the Technology Agreement described above. The Content Management System is our proprietary technology (which we purchased from Nextelligence on January 2, 2015). Although we have an exclusive 40 year license to the Technology pursuant to the Technology Agreement, including any improvements or enhancements thereto, the Technology is owned by Nextelligence. We could lose our right to use such Technology in the event of, among other things, a breach of the Technology Agreement, our bankruptcy or insolvency, or a change of control in us. The Technology Agreement provides that we and Nextelligence must keep the other’s proprietary information confidential.

We rely on a combination of trademark, fair trade practice, copyright and trade secret protection laws, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights. We also enter into confidentiality agreements with our employees and any third parties who may access our proprietary information, and we rigorously control access to our proprietary technology and information. We may seek to patent certain of our intellectual property in the future.

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Other information

We were incorporated on June 21, 2011 in the State of Florida. Our principal executive offices are located at 5850 TG Lee Blvd, Suite 310, Orlando, Florida 32822. Our telephone number is 407 374-1603.

We maintain a website at www.FreeCast.com. The information contained on our website is not, and should not be interpreted to be, a part of this prospectus.

Emerging Growth Company Status

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included detailed compensation information for only our three most highly compensated executive officers and have not included a compensation discussion and analysis (CD&A) of our executive compensation programs in this prospectus. In addition, for so long as we are an “emerging growth company,” we will not be required to:

• engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes–Oxley Act of 2002 (the “Sarbanes–Oxley Act”);

• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

• submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes;” or

• disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparison of the chief executive officer’s compensation to median employee compensation.

In addition, the JOBS Act provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting standards, which we have elected to take advantage of.

We will remain an “emerging growth company” until the earliest to occur of:

• our reporting $1 billion or more in annual gross revenues;

• our issuance, in a three year period, of more than $1 billion in non-convertible debt;

• the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; and

• June 30, 2021.

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DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers, key employees and directors as of the date of this Registration Statement.

Name	Age	Position
William A. Mobley, Jr.	52	Chief Executive Officer and Chairman of the Board of Directors
Christopher M. Savine	57	Chief Financial Officer
Eric William John Seidel	52	Director
David Gust	55	Director

None of the events listed in Item 401(f) of Regulation S-K has occurred during the past ten years and that is material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers.

William A. Mobley, Jr. founded our Company in 2011 and has served as our Chief Executive Officer and our Chairman of the Board of Directors since then. Before founding Freecast, in 1999, Mr. Mobley formed Nextelligence, Inc., a technology solution and business management expertise provider, of which he is the Chief Executive Officer, a director and majority shareholder. Additionally, between 1993 and 2008, Mr. Mobley founded and was an officer and director of a number of online business solution companies, including Web2 Corp, Personal Portal Online, and World Commerce Online, and online media companies, including MegaMedia Networks and ImageCafe.com. Based on Mr. Mobley’s role as our founder, his position as the chief executive officer, and his executive level experience in internet-based media industry, our board of directors believes that Mr. Mobley has the appropriate set of skills to serve as a member of the board.

Christopher M. Savine has served as our Chief Financial Officer since April 2014. Mr. Savine was the executive vice president and a segment chief financial officer at Cenveo, Inc., a diverse printing and packaging company, from 2009 to 2013. Prior to joining Cenveo, Mr. Savine served as executive vice president and chief financial officer at Case Interactive Media, Inc. from 2007 to 2009. Prior thereto, he spent five years at RR Donnelley & Sons Company (formerly Moore Wallace, Inc.) as the executive vice president and chief financial officer of an over $4 billion segment. From 2000 to 2002, Mr. Savine was chief financial officer of Netscape Communications Corporation and played an important role in integrating Netscape into AOL. He later served as a senior vice president - finance at AOL. Prior to joining Netscape, Mr. Savine was also chief financial officer at PennNET and Imark Communications and chief financial officer for two subsidiaries of Capital Cities/ABC, Inc., a Walt Disney Company, and was an audit manager at Peat, Markwick, Mitchell & Co. (which later merged with Klynveld Main Goerdeler and became KPMG LLP). Mr. Savine received a master’s degree in business administration in finance and a bachelor’s degree in accounting and economics from Saint Joseph’s University and was previously a Certified Public Accountant licensed in the state of Pennsylvania.

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Eric William John Seidel, has served as a member of our board of directors since May 31, 2013. Since March 2008, Mr. Seidel has been the president and chief executive officer of Web-Est, LLC, a provider of online programs estimating auto collision repair cost to appraisers and small-to-medium-sized auto repair shops. Since 2012, Mr. Seidel has served as a director of Community Data Group, LLC, a company that offers fund and technology assistance to auto repair shops to improve their data processing. Based on Mr. Seidel’s experience in data processing, our board of directors believes that Mr. Seidel has the appropriate set of skills to serve as a member of the board.

David Gust, has served as a member of our board of directors since May 31, 2013. Since October 2006, Mr. Gust has held the position of vice president at Hilton Worldwide, Inc., working in marketing innovation and new product introduction. Prior to Hilton, Mr. Gust was the Chief Executive Officer of MegaMedia Networks/MegaChannels.com, an online streaming video portal for 2 years, Vice President at Hard Rock International, leading the brand management of 104 cafes in 34 countries for almost 4 years, and with the Walt Disney Company for over 13 years, most recently as the Vice President of Business Development, working on such projects as Disney Vacation Club, ESPN Zone, EuroDisney, Walt Disney World Master Planning, and the infrastructure development of various resorts. Mr. Gust received a bachelor’s degree in finance from Eastern Illinois University. Based on Mr. Gust’s extensive experience in and in-depth understanding for marketing, our board of directors believes that Mr. Gust has the appropriate set of skills to serve as a member of the board.

Board of Directors

We anticipate that [two] additional directors who are independent under the Nasdaq rules will be appointed to the board of directors subject to and effective upon the listing of our Common stock on the Nasdaq.

After this offering, William A. Mobley, Jr., our Chief Executive Officer and Chairman of the Board of Directors, individually and through Nextelligence, Inc., which is majority owned and controlled by him, will own or control in excess of 70.0% of our outstanding common stock. This gives Mr. Mobley effective control of our company through the Board of Directors and permits him to decide all matters required to be presented to shareholders for vote .

Director Independence

Upon the completion of this offering, we expect that our Common stock will be listed on the Nasdaq Stock Market. We expect to be a “controlled company” under the Nasdaq corporate governance standards because more than 50% of the voting power of our common stock following the completion of this offering will be held by Nextelligence, Inc. A “controlled company” may elect not to comply with certain Nasdaq corporate governance standards, including the requirements that: (i) we have a majority of our board of directors consists of “independent directors,” as defined under the Nasdaq rules; (ii) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (iii) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Following this offering, in reliance upon the foregoing exemptions, a majority of our board of directors will not consist of independent directors, we will not have a nominating and corporate governance committee, and our compensation committee will not be composed entirely of independent directors, and we may use any of these exemptions for so long as we are a controlled company. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Stock Market.

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The “controlled company” exception does not modify the independence requirements for the audit committee, and we intend to comply with the requirements of Sarbanes—Oxley and the Nasdaq Stock Market. The rules of the Nasdaq Stock Market permit the composition of our audit committee to be phased-in as follows: (i) one independent committee member at the time our shares are listed on the Nasdaq; (ii) a majority of independent committee members within ninety (90) days of the date of this prospectus; and (iii) all independent committee members within one (1) year of the date of this prospectus. Thereafter, we will be required to have an audit committee comprised entirely of independent directors. We expect to appoint two independent directors to our board subject to and effective upon the listing of the Common stock on the Nasdaq. If at any time we cease to be a “controlled company” under the Nasdaq rules, our board of directors will take all action necessary to comply with the applicable Nasdaq rules, including appointing a majority of independent directors to our board of directors and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

The board of directors has reviewed the independence of our directors, as well as our director nominees who will join the board of directors upon the closing of the offering, based on the listing standards of the Nasdaq Stock Market. Based on this review, the board of directors determined that each of Messrs. Eric William John Seidel and David Gust are independent within the meaning of the Nasdaq rules. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present.

Board Committees

Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee and a Compensation Committee. Our board of directors has adopted written charters for each of these committees. Upon completion of this offering, copies of the charters will be available on our website. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

The Audit Committee will be responsible for, among other matters:

• appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

• discussing with our independent registered public accounting firm the independence of its members from its management;

• reviewing with our independent registered public accounting firm the scope and results of their audit;

• approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

• overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

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• reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

• coordinating the oversight by our board of directors of our code of business conduct and our disclosure controls and procedures

• establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and

• reviewing and approving related-person transactions.

Upon completion of this offering, our audit committee will consist of Messrs. Eric William John Seidel and David Gust. The Nasdaq rules require us to have one independent Audit Committee member upon the listing of our Common stock, a majority of independent directors within 90 days of the date of this prospectus and all independent Audit Committee members within one year of the date of this prospectus. Our board of directors has affirmatively determined that Messrs. Eric William John Seidel and David Gust meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules. Our board of directors has determined that none of our independent directors qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

The Compensation Committee will be responsible for, among other matters:

• reviewing key employee compensation goals, policies, plans and programs;

• reviewing and approving the compensation of our directors and executive officers;

• reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

• appointing and overseeing any compensation consultants or advisors.

Upon completion of this offering, our Compensation Committee will consist of Messrs. Eric William John Seidel and David Gust. As a controlled company, we will rely upon the exemption from the requirement that our Compensation Committee be composed entirely of independent directors.

Risk Oversight

Our board of directors will oversee a company-wide approach to risk management. Our board of directors will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our board of directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Specifically, our Compensation Committee will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our Audit Committee will oversee management of enterprise risks and financial risks, as well as potential conflicts of interests. Our board of directors will be responsible for overseeing the management of risks associated with the independence of our board of directors.

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Compensation Committee Interlocks and Insider Participation

All compensation and related matters after this offering will be reviewed by our compensation committee.

Code of Business Conduct and Ethics

Upon or prior to completion of this offering, our board of directors will adopt a code of business conduct and ethics that applies to our directors, officers and employees. Upon completion of this offering, a copy of this code will be available on our website. We intend to disclose on our website any amendments to the Code of Business Conduct and Ethics and any waivers of the Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information regarding the compensation paid during the years ended June 30, 2014 and June 30, 2013 to our principal executive officer, principal financial officer and certain of our other executive officers, who are collectively referred to as “named executive officers” elsewhere in this prospectus.

Name and Principal Position	Year	Salary			Bonus		Equity Awards			All Other Compensation		Total
William A. Mobley, Jr. Chief Executive Officer	2014		200,000	(1)		0		0			0		200,000
	2013	$	45,663	(2)		0	$	2,004,337	(3)		0		2,050,000
Christopher M. Savine Chief Financial Officer (4)	2014		26,538			0		132,884	(5)		0		159,422

(1) Mr. Mobley earned $200,000 of which $46,864 was paid and $153,136 was deferred.

(2) Mr. Mobley earned $200,000 pursuant to a Consulting Agreement with us, of which $45,663 was paid and $154,337 deferred. The deferred portion was converted into 617,348 shares of our common stock, as described in footnote 3, below.

(3) Represents the fair value of (i) warrants to purchase 10,000,000 shares of our common stock we issued to Mr. Mobley and (ii) 617,348 shares of our common stock that were issued upon conversion of $154,337 in deferred compensation at a price of $0.25 per share. The value of the shares and warrants were determined in accordance with ASC Topic 718.

(4) Mr. Savine began his employment with us on April 28, 2014.

(5) Represents the fair value of (i) 400,000 shares of our common stock received by Mr. Savine, valued at $0.25 per share, and (ii) warrants to purchase 274,033 shares of our common stock we issued to Mr. Savine. The value of the shares and warrants were determined in accordance with ASC Topic 718.

Potential Payments Upon Termination or Change in Control

The following table sets forth potential payments payable to our named executive officers upon a termination of employment without cause or resignation for good reason or termination of employment without cause or resignation for good reason following a change in control. The table below reflects amounts payable to our executive officers assuming their employment was terminated on June 30, 2014 and, if applicable, a change in control also occurred on such date.

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	Upon Termination without Cause or Resignation for Good Reason— No Change in Control						Upon Termination without Cause or Resignation for Good Reason— Change in Control
Name	Cash Severance		Value of Accelerated Vesting		Total		Cash Severance		Value of Accelerated Vesting		Total
William A. Mobley, Jr. Chief Executive Officer		0		0		0		0	$	1,850,000	$	1,850,000
Christopher M. Savine Chief Financial Officer	$	62,500		0	$	62,500	$	62,500	$	32,884	$	95,384

Overview of Our fiscal 2014 Executive Compensation

Elements of Compensation

Our executive compensation program consisted of the following components of compensation in 2014:

Base Salary. Each named executive officer receives a base salary for the expertise, skills, knowledge and experience they offer to our management team. Base salaries are periodically adjusted to reflect:

• The nature, responsibilities, and duties of the officer’s position;

• The officer’s expertise, demonstrated leadership ability, and prior performance;

• The officer’s salary history and total compensation, including annual cash incentive awards and annual equity incentive awards; and

• The competitiveness of the officer’s base salary.

Each named executive officer’s base salary for fiscal 2014 is listed in the 2014 Summary Compensation Table.

Equity Incentive Awards.

In conjunction with Mr. Savine entering into the Savine Employment Agreement, we sold Mr. Savine, for $50.00, a warrant to purchase 274,033 of our shares of common stock, exercisable at $0.25 per share and expiring on July 31, 2018. On June 10, 2014, as consideration for our CFO reducing his cash compensation under a prior employment arrangement by $100,000 for 2014, we issued 400,000 shares of our common stock to Mr. Savine.

We issued Mr. Mobley warrants to purchase an aggregate of 5,000,000 shares of our common stock at an exercise price of $0.25 per share on October 19, 2012 and warrants to purchase 5,000,000 shares of our common stock at an exercise price of $0.25 per share on December 31, 2012. Such warrants expire on October 18, 2022 and December 30, 2022, respectively.

In April 2015, we issued 675,000 shares of common stock to Mr. Savine in consideration of services to be rendered by him to the Company for the year ending April 27, 2016. The shares will be earned ratably over that period.

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Other Benefits. We are obligated to provide to one or more of the named executive officers with an automobile allowance. However, no amounts were paid to the named executive officers in the fiscal year ended June 30, 2014 in respect of these benefits.

Employment Agreements

On July 1, 2013, we entered into an employment agreement with William A. Mobley, Jr., pursuant to which Mr. Mobley agreed to act as our Chief Executive Officer, which employment agreement was amended on July 1, 2014 (as amended, the “Mobley Employment Agreement”). Pursuant to the terms of the Mobley Employment Agreement Mr. Mobley is entitled to receive an annual salary of $200,000 and an automobile allowance of $2,500 per month. The term of the Mobley Employment Agreement continues until June 30, 2019. An annual cash bonus may be paid at the discretion of the Board of Directors. Pursuant to the terms of the Mobley Employment Agreement, Mr. Mobley may only be terminated by us upon his death, disability or for cause, as defined in the Mobley Employment Agreement.

On June 10, 2014, we entered into an amended and restated employment agreement with Christopher M. Savine, pursuant to which Mr. Savine agreed to act as our Chief Financial Officer, which amended and restated the employment agreement dated April 15, 2014 (the “Savine Employment Agreement”). Pursuant to the terms of the Savine Employment Agreement Mr. Savine is entitled to receive an annual salary of $150,000. In conjunction with Mr. Savine entering into the Savine Employment Agreement, we sold Mr. Savine, for $50.00, a warrant to purchase 274,033 of our shares of common stock, exercisable at $0.25 per share and expiring on July 31, 2018, and issued him 400,000 shares of our common stock. The term of the Savine Employment Agreement continues until April 27, 2015, after which the Savine Employment Agreement is automatically extended on a month to month basis. An annual cash bonus may be paid at the discretion of the Board of Directors. In the event that we choose to terminate Mr. Savine other than due to his death or disability or for cause, as defined in the Savine Employment Agreement, we would be obligated to pay Mr. Savine at a rate of $250,000 per year (i) for three months if his employment were terminated prior to April 27, 2015, and (ii) for six months if his employment were terminated after April 27, 2015.

Effective April 28, 2015, we entered into a new employment agreement (“2016 Employment Agreement”) with the Mr. Savine which replaces the existing Savine Employment Agreement. Under the 2016 Employment Agreement, Mr. Savine is to receive an annual compensation of $150,000 for the year ending April 27, 2016 (“2016 Employment Year”), and $250,000 per annum thereafter until a new extension is executed between the parties. Pursuant to this agreement, the warrants to purchase 274,033 shares of our common stock previously issued to Mr. Savine shall vest upon the execution of this agreement. In addition, we issued 675,000 shares of common stock to Mr. Savine in consideration of services to be rendered by him to us for the 2016 Employment Year. The shares will be earned ratably over the 2016 Employment Year. An annual bonus may be paid at the discretion of the Board of Directors. If Mr. Savine is terminated by us as a result of death or permanent disability or if Mr. Savine terminates his employment for good reason, he shall receive payment in respect of compensation earned but not yet paid. If Mr. Savine is terminated by us other than due to his death or disability or for cause, we would be obligated to pay him at the rate of $250,000 per annum for a period of six months subsequent to the terminated date.

Outstanding Equity Incentive Awards At Fiscal Year-End

The following table sets forth certain information regarding all outstanding equity awards held by our named executive officers as of June 30, 2014.

Name	Number of Securities Underlying Unexercised Warrants (#) Exercisable		Number of Securities Underlying Unexercised Warrants (#) Unexercisable		Warrant Exercise Price ($)		Warrants Expiration Date	Number of Shares of Stock that have not vested (#)		Market value of Shares of Stock that have not vested ($)
William A. Mobley, Jr.		0		5,000,000	$	0.25	October 18, 2022		-		-
		0		5,000,000	$	0.25	December 30, 2022		-		-
Christopher M. Savine		0		274,033	$	0.25	July 31, 2018		-		-

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Warrant Exercises and Stock Vested

No officers or directors exercised warrants and no stock vested during fiscal 2014.

Non-Executive Director Compensation

The Non-executive members of our Board of Directors have not received any compensation prior to this offering and no arrangements have been entered into in relating to compensation after this offering. Following this offering, the Board of Directors will establish a compensation package for the non-executive members of the Board of Directors.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more officers serving as a member of our board of directors.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

On June 30, 2011 we entered into a Technology License and Development Agreement (as amended, the “Technology Agreement”), with Nextelligence, which is majority owned and controlled by William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman of the Board of Directors. The Technology Agreement provides us with an exclusive forty-year license to certain technology (“Technology”) from Nextelligence and for Nextelligence to provide all further development, improvement, modification, maintenance, management and enhancement services (the “Services”) related to the Technology. Nextelligence is our parent entity by virtue of its greater than 80% stock ownership in us.

Pursuant to the Technology Agreement, Nextelligence is entitled to (i) a fixed fee of $23,000 per month for the Services, and (ii) a technology license fee of 4% of our gross revenues, as defined in the Technology Agreement.

Pursuant to the Technology Agreement we issued 20,004,000 shares of our common stock to Nextelligence. The Technology Agreement also requires us to issue Nextelligence a warrant to purchase 4,000,000 shares of our common stock for each 2,000,000 memberships sold over 10,000,000. The Technology Agreement has a 30 year term unless terminated early based on termination events as defined in the Technology Agreement. We paid $292,000, $477,000 and $714,000 (including stock), to Nextelligence in the nine months ended March 31, 2015 and the fiscal years ended June 30, 2014 and 2013, respectively.

Nextelligence erroneously over-charged us by $152,702 and $243,841 for certain services in the years ended June 30, 2014 and 2013, respectively, and as a result, was indebted to us in the aggregate amount of $396,543. On January 2, 2015, we entered into a MCMS Purchase Agreement with Nextelligence (the “MCMS Purchase Agreement”), pursuant to which Nextelligence sold certain media content management system software to us, in exchange for the extinguishment of the $396,543 debt and a cash payment of $3,457. Such MCMS Purchase Agreement does not affect or modify the Technology Agreement.

On July 1, 2014, we entered into a sublease agreement with Nextelligence for our principal executive office. The sublease calls for a monthly rental of between $5,960 and $7,728 per month, plus the proportionate share of operating expenses (as defined in the lease), through March 31, 2019. we sublease these facilities from Nextelligence at Nextelligence’s cost.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2015, certain information concerning the beneficial ownership of our common stock by (i) each shareholder known by us to own beneficially five percent or more of our outstanding common stock or series a common stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership and voting power.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. As of March 31, 2015, we had 27,877,054 shares of common stock outstanding.

Name and Address of Beneficial Owner (1)	Shares Beneficially Owned			Percentage Total Voting Power Prior to Offering			Percentage Total Voting Power After This Offering
William A. Mobley, Jr.		22,611,223	(2)		81.1	%		75.7	%
Christopher M. Savine		400,000			1.4	%		1.3	%
Eric William John Seidel		0			0			0
David Gust		0			0			0
All officers and directors as a Group (four persons)		23,011,223			82.3	%		77.0	%
Nextelligence, Inc. (3)		21,172,085			75.9	%		70.8	%

* Less than 1%.

(1) Unless otherwise indicated, the address of such individual is c/o FreeCast, Inc., 5850 TG Lee Blvd, Suite 310, Orlando, Florida 32822.

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(2) Includes 4,000 shares held as trustee for Telebrands Corp. and 21,172,085 shares owned by Nextelligence, Inc., of which William A. Mobley, Jr. is an officer, director and majority shareholder.

(3) William A. Mobley, Jr. is an officer , director and majority shareholder of Nextelligence, Inc.

Voting Stock

Holders of our common stock are entitled to elect a minority of our Board of Directors, and each share of our common stock entitles the holder to one (1) vote, either in person or by proxy, at meetings of shareholders. Therefore, holders of our common stock will have little ability to influence our management and operations.

Shareholders are not permitted to vote their shares cumulatively. Accordingly, the holders of more than fifty percent (50%) of our common stock can elect all directors entitled to be elected by the common shareholders.

Voting Trust Agreement

On October 15, 2012, we entered into a Voting Trust Agreement (“Voting Trust Agreement”) with Telebrands Corp. (“Telebrands”) and William A. Mobley, Jr. The Voting Trust Agreement appoints William A. Mobley, Jr. as the trustee of all the shares of our common stock that Telebrands owns at any time (the “Entrusted Shares”). Telebrands currently owns 4,000 shares of our common stock and warrants to purchase up to 20,000,000 share of our common stock (of which only 4,000,000 are earned and become exercisable on July 16, 2016). Pursuant to the Voting Trust Agreement, Mr. Mobley is entitled to exercise all rights relating to the voting and disposition of the Entrusted Shares, provided, however, Mr. Mobley is not allowed to effect a disposition or permit registration of the Entrusted Shares with the Securities and Exchange Commission or any state securities administrators unless Nextelligence, Inc., which is majority owned and controlled by Mr. Mobley, simultaneously effects a disposition or permits registration of an identical proportion of our voting securities of the Company that Nextelligence holds on the same terms and conditions. In addition, William A. Mobley, Jr. may not permit a disposition or registration of any voting securities of the Company that Nextelligence holds unless he simultaneously effects a disposition or registration of an identical proportion of the Entrusted Shares on the same terms and conditions.

The term of such trust ends upon the earlier of, Mr. Mobley’s ceasing to be an affiliate of our Company, as defined in the Voting Trust Agreement, or the disposition of all of the Entrusted Shares.

We are obligated to indemnify Mr. Mobley against any liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses paid or incurred by him in connection with the Voting Trust Agreement, unless those paid or incurred are a result of the gross negligence, willful misconduct or bad faith of Mr. Mobley.

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DESCRIPTION OF SECURITIES

General

Our charter authorizes the issuance of up to 200,000,000 shares of common stock, par value $0.0001 per share and 5,000,000 shares of preferred stock, par value $0.0001 per share.

Common Stock

We currently have 27,877,054 shares of our common stock outstanding. Holders of our common stock are entitled to elect a minority of our Board of Directors, and each share of our common stock entitles the holder to one (1) vote, either in person or by proxy, at meetings of shareholders.

Shareholders are not permitted to vote their shares cumulatively. Accordingly, the holders of more than fifty percent (50%) of our common stock can elect all directors entitled to be elected.

Preferred Stock

No shares of preferred stock are currently outstanding. Our board of directors may designate the authorized but unissued shares of the Preferred Stock with such rights and privileges as the board of directors may determine.  As such, our board of directors may issue 5,000,000 preferred shares and designate the conversion, voting and other rights and preferences without notice to our shareholders and without shareholder approval.

Transfer Agent

The transfer agent for our common stock is Interwest Transfer Co., Inc., Salt Lake City, Utah.

Listing

We have applied to have our common stock listed on the Nasdaq Capital Market under the symbol ______.

Holders

As of March 31, 2015, there were 27,877,054 shares of common stock outstanding, which were held by approximately 48 record shareholders.

Shares Eligible For Future Sale Pursuant to Rule 144

As of _________, 2015, an aggregate of [________] shares of our common stock are eligible for immediate resale pursuant to Rule 144 promulgated under the Securities Act. As of __________, 2015, we will have been a reporting company for 90 days and, accordingly, all shares of our common stock acquired on or prior to ____________, 2015 (including shares of common stock that are issued upon conversion of Preferred Stock acquired on or prior to such date) will become eligible for resale pursuant to Rule 144.

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Registration Rights

The following table provide information about certain warrants issued to certain of our executive officers and employees that have registration rights. The registration rights contained in the warrants permit the holder of the warrant, at any time and from time to time, to require us to register the warrant and the shares underlying the warrant. Such persons have entered into lock-up agreements pursuant to which the they will not be permitted to sell our securities for 180 days after the closing of this offering.

Name	Shares Underlying Warrant		Date Exercisable	Exercise Price		Termination Date
William A. Mobley, Jr.		2,500,000	July 15, 2016	$	0.25	October 18, 2022
William A. Mobley, Jr.		2,500,000	July 15, 2017	$	0.25	October 18, 2022
William A. Mobley, Jr.		2,500,000	July 15, 2018	$	0.25	December 30, 2022
William A. Mobley, Jr.		2,500,000	July 15, 2019	$	0.25	December 30, 2022
Gary D. Lipson		2,500,000	July 16, 2016	$	0.25	November 15, 2022
Gary D. Lipson		2,500,000	July 16, 2017	$	0.25	November 15, 2022

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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation and Bylaws, subject to the provisions of Florida Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

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UNDERWRITING

Subject to the terms and conditions in an underwriting agreement by and between us and Maxim Group LLC, as representative of the underwriters of this offering, each underwriter named below has severally agreed to purchase from us, on a firm commitment basis, the number of shares of common stock set forth opposite its name below, at the public offering price, less the underwriting discount set forth on the cover page of this prospectus.

Underwriter	Number of Shares of Common Stock
Maxim Group LLC
Total

The underwriters have agreed to purchase all of the shares of common stock offered by this prospectus (other than those covered by the over-allotment option described below) if any are purchased. Under the underwriting agreement, if an underwriter defaults in its commitment to purchase the shares of common stock, the commitments of non-defaulting underwriters may be increased or the underwriting agreement may be terminated, depending on the circumstances. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the shares of common stock are subject to the passing upon certain legal matters by counsel and certain conditions such as confirmation of the accuracy of representations and warranties by us about our financial condition and operations and other matters.

The shares of common stock should be ready for delivery on or about _________, 2014, against payment in immediately available funds. The underwriters may reject all or part of any order.

Neither the underwriters nor any of their respective affiliates have provided any services to us or our affiliates in the past.

Commissions and Discounts

The underwriting discount is equal to the public offering price per share, less the amount paid by the underwriters to us per share. We estimate expenses payable by us in connection with this offering, other than the underwriting discounts referred to above, will be approximately $[________]. This estimate includes $[________] of fees and expenses of the underwriters, which includes the fees and expenses of underwriters’ counsel. We have agreed to reimburse up to a maximum of $[_________] of the accountable expenses of the underwriters in connection with this offering. In connection with the successful completion of this offering, for the price of $[________] [________] may purchase a warrant to purchase shares of common stock equal to [________]% of the shares sold in this offering on the terms described below under “Underwriting — Representative’s Warrant.” Except as disclosed in this prospectus, the underwriters have not received and will not receive from us any other item of compensation or expense in connection with this offering considered by the Financial Industry Regulatory Authority, Inc. (“FINRA”), to be underwriting compensation under its rule of fair price. The underwriting discount was determined through an arms’ length negotiation between us and the underwriters.

We have paid Maxim Group LLC an advance of $[________], which advance will be applied to the expense allowance described above at the closing of the offering, or refunded to us (less any out-of-pocket accountable expenses actually incurred by Maxim Group LLC in connection with the offering) in the event the offering is not completed.

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We also have agreed that, upon successful completion of this offering, for a period of 12 months from the effective date of the registration statement related to this offering, if we receive a bona fide offer from a third party to act (i) as lead or book-running manager or agent of any offering or placement of our securities or (ii) as our financial advisor in respect of any acquisition or sale of all or a portion of the Company, which we are willing to accept, we will offer to engage Maxim Group LLC with [________] % of the economics relating to such transaction. In accordance with FINRA rule 5110(f)(2)(F)(ii), Maxim Group LLC will have one opportunity to waive or terminate this right of first refusal in consideration of any payment of fee.

The following table provides information regarding the amount of the discount to be paid to the underwriters by us:

		Total
	Per Share	With Over- Allotment	Without Over- Allotment
Public offering price	$	$	$
Underwriting discount	$	$	$
Proceeds, before expenses, to us	$	$	$

The underwriters may offer some of the shares to other securities dealers at the public offering price less a concession of $[________] per share. The underwriters may also allow, and such dealers may re-allow, a concession not in excess of $    per share to other dealers. After the shares are released for sale to the public, the underwriters may change the offering price and other selling terms at various times.

Determination of Offering Price

The representative has advised us that the underwriters propose to offer the shares directly to the public at the estimated public offering price range set forth on the cover page of this preliminary prospectus. That price range and the public offering price are subject to change as a result of market conditions and other factors.

Prior to this offering, no public market exists for our common stock. The public offering price of the shares was determined by negotiation between us and the underwriters. The principal factors considered in determining the public offering price of the shares included:

· the information in this prospectus and otherwise available to the underwriters, including our financial information;

· the history and the prospects for the industry in which we compete;

· the ability of our management;

· the prospects for our future earnings;

· the present state of our development and our current financial condition;

· the general condition of the economy and the securities markets in the United States at the time of this offering;

· the recent market prices of, and the demand for, publicly-traded securities of generally comparable companies; and

· other factors as were deemed relevant.

We cannot be sure that the public offering price will correspond to the price at which the shares will trade in the public market following this offering or that an active trading market for the shares will develop or continue after this offering.

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Over-allotment Option

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 30 days after the date of this prospectus, permits the underwriters to purchase a maximum of [_________] additional shares from us to cover over-allotments. If the underwriters exercise all or part of this option, they will purchase the shares covered by the option at the public offering price that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total price to the public will be $[________] million and the total proceeds to us, before expenses, will be $[________] million, based on the assumed initial public offering price of US$___ per share and assuming the number of shares issued in this offering does not change. The underwriters have severally agreed that, to the extent the over-allotment option is exercised, they will each purchase a number of additional shares proportionate to the underwriter’s initial amount reflected in the table above.

Representative’s Warrant

We have also agreed to issue to Maxim Group LLC, for a price of $[________], a warrant to purchase a number of shares equal to an aggregate of [________] % percent of the aggregate number of the shares sold in this offering. The warrants will have an exercise price equal to [________] % of the offering price of the shares sold in this offering. [The warrants are exercisable commencing one year after the effective date of the registration statement related to this offering], and will be exercisable for five years thereafter. The warrants are not redeemable by us. Pursuant to applicable FINRA rules, and in particular Rule 5110, the warrants (and underlying shares) issued to Maxim Group LLC may not be sold, transferred, assigned, pledged, or hypothecated, or the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective disposition of the securities by any person for a period of 180 days after the effective date of the registration statement related to this offering; provided, however, that the warrants (and underlying shares) may be transferred to officers or directors of Maxim Group LLC and members of the underwriting syndicate and their affiliates as long as the warrants (and underlying shares) remain subject to the lockup.

Lock-up Agreements

We have agreed with the underwriters that we will not, without the prior consent of the representative, for a period of 180 days following the date of this prospectus, offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, right or warrant to purchase, make any short sale, file a registration statement with respect to any of shares of our common stock or any securities that are convertible into or exercisable or exchangeable for shares of our common stock, or otherwise transfer or dispose of (including entering into any swap or other agreement that transfers to any other entity, in whole or in part, any of the economic consequences of ownership interest): (1) shares of our common stock; (2) shares of our subsidiaries or controlled affiliates; and (3) securities that are substantially similar to such shares of our common stock. We have also agreed to cause our subsidiaries and controlled affiliates to abide by the restrictions of the lock-up agreement. In addition, each of our directors and executive officers and each beneficial owner of 10% or more of our shares of our common stock will abide by similar 180-day lock-up agreement with respect to shares of our common stock, subject to customary exceptions for transfers among affiliates. At least two business days before the release or waiver of any lock-up restriction on the transfer of our shares by any of our directors or officers, the representative will notify us of the impending release or waiver and we will announce the impending release or waiver through a major news service, except where the release or waiver is effected solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the same lock-up agreement terms in place for the transferor.

Indemnification and Contribution

The underwriting agreement provides for indemnification between us and the underwriters against specified liabilities, including liabilities under the Securities Act, and for contribution by us and the underwriters to payments that may be required to be made with respect to those liabilities. We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification of liabilities under the Securities Act is against public policy as expressed in the Securities Act, and is therefore, unenforceable.

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Short Sales, Stabilizing Transactions and Penalty Bids

In order to facilitate this offering, persons participating in this offering may engage in transactions that stabilize, maintain, or otherwise affect the price of our shares of common stock during and after this offering. Specifically, the underwriters may engage in the following activities in accordance with the rules of the Securities and Exchange Commission.

Short sales. Short sales involve the sales by the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are short sales made in an amount not greater than the underwriters’ over-allotment option to purchase additional shares from us in this offering. The underwriters may close out any covered short position by either exercising their over-allotment option to purchase shares or purchasing shares in the open market. In determining the source of shares of our common stock to close out the covered short position, the underwriters will consider, among other things, the price of shares of our common stock or shares available for purchase in the open market as compared to the price at which they may purchase shares of our common stock through the over-allotment option. Naked short sales are any short sales in excess of such over-allotment option. The underwriters must close out any naked short position by purchasing shares of our common stock or shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in this offering.

Stabilizing transactions. The underwriters may make bids for or purchases of shares of our common stock shares or shares for the purpose of pegging, fixing, or maintaining the price of the shares of our common stock or shares, so long as stabilizing bids do not exceed a specified maximum.

Penalty bids. If the underwriters purchase shares in the open market in a stabilizing transaction or syndicate covering transaction, they may reclaim a selling concession from the underwriters and selling group members who sold those shares as part of this offering. Stabilization and syndicate covering transactions may cause the price of the shares to be higher than it would be in the absence of these transactions. The imposition of a penalty bid might also have an effect on the price of the shares if it discourages resales of shares.

The transactions above may occur on the NASDAQ Stock Market or otherwise. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our shares. If these transactions are commenced, they may be discontinued without notice at any time.

Miscellaneous

A prospectus in electronic format may be made available on websites maintained by the underwriters. These websites and the information contained on these websites, or connected to these websites, are not incorporated into and are not a part of this prospectus. The underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representative of the underwriters to underwriters that may make Internet distributions on the same basis as other allocations. In connection with the offering, the underwriters or syndicate members may distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF will be used in connection with this offering.

The underwriters have informed us that they do not expect to confirm sales of shares offered by this prospectus to accounts over which they exercise discretionary authority.

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LEGAL MATTERS

The validity of the shares of our common stock offered hereby has been passed upon for us by Loeb & Loeb LLP, New York, New York. _____________, ________, is acting as counsel to the underwriters.

EXPERTS

EisnerAmper LLP, independent registered public accounting firm, has audited our financial statements at June 30, 2014 and 2013 and for each of the two years in the period ended June 30, 2014 as set forth in their report. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on EisnerAmper LLP’s report which includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, which includes amendments and exhibits, under the Securities Act and the rules and regulations under the Securities Act for the registration of common stock being offered by this prospectus.  This prospectus, which constitutes a part of the registration statement, does not contain all the information that is in the registration statement and its exhibits and schedules.  Certain portions of the registration statement have been omitted as allowed by the rules and regulations of the SEC.  Statements in this prospectus that summarize documents are not necessarily complete, and in each case you should refer to the copy of the document filed as an exhibit to the registration statement.  You may read and copy the registration statement, including exhibits and schedules filed with it, and reports or other information we may file with the SEC at the public reference facilities of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.  You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.  In addition, the registration statement and other public filings can be obtained from the SEC’s internet site at www.sec.gov.

Upon completion of this offering, we will become subject to information and periodic reporting requirements of the Exchange Act and we will file annual, quarterly and current reports, proxy statements, and other information with the SEC.

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FreeCast, Inc.

Index to Financial Statements

CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2014 and 2013	F-3
Statements of Operations for the years ended June 30, 2014 and 2013	F-4
Statements of Changes in Shareholder’s Equity for the years ended June 30, 2014 and 2013	F-5
Statements of Cash Flows for the years ended June 30, 2014 and 2013	F-6
Notes to Financial Statements	F-7
Unaudited Condensed Balance Sheets as of March 31, 2015 and 2014	F-24
Unaudited Condensed Statements of Operations for the Nine Months ended March 31, 2015 and 2014	F-25
Unaudited Condensed Statements of Cash Flows for the Nine Months ended March 31, 2015 and 2014	F-26
Unaudited Notes to Condensed Financial Statements	F-27

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

FreeCast, Inc.

We have audited the accompanying balance sheet of FreeCast, Inc. (the "Company") as of June 30, 2014 and 2013, and the related statements of operations, shareholders' equity and cash flows for each of the years in the two-year period ended June 30, 2014. The financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FreeCast, Inc. as of June 30, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has a limited operating history and has incurred recurring losses from operations since inception that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ EisnerAmper LLP

EisnerAmper LLP

New York, NY

August 11, 2015

F-2

FreeCast, Inc.

BALANCE SHEETS

	At June 30,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	456,097		$	238,507
Accounts receivable		1,076,861			1,079,292
Other current assets		34,050			-
Deferred offering costs associated with proposed public offering		50,000			-
Total current assets		1,617,008			1,317,799
Long term assets:
Receivable from related party-Nextelligence (Note 5)		396,543			253,597
Property and equipment, net		10,180			3,064
Total long term assets		406,723			256,661
Total assets	$	2,023,731		$	1,574,460
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	255,866		$	31,075
Accounts payable and accrued expenses related party-Nextelligence (Note 5)		42,095			-
Accrued legal expenses (Note 5)		180,000			120,000
Accured salaries and benefits related party-CEO (Note 5)		153,136			-
Accrued salaries and benefits		41,800			-
Accrued interest payable (Note 5)		31,470			13,784
Deferred revenue		308,153			413,811
Total current liabilities		1,012,520			578,670
Non-current liabilities:
Deferred revenue, net of current portion		931,590			878,398
Total non-current liabilities		931,590			878,398
Total liabilities		1,944,110			1,457,068
Commitments and contingencies (Note 4)
Shareholders' equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; and no shares issued and outstanding at June 30, 2014 and 2013, respectively		-			-
Common stock, $0.0001 par value, 200,000,000 shares authorized; and 27,877,054 and 26,463,054 shares issued and outstanding at June 30, 2014 and 2013, respectively		2,788			2,646
Additional paid-in-capital		4,591,870			2,884,578
Accumulated deficit		(4,515,037	)		(2,769,832	)
Total shareholders' equity		79,621			117,392
Total liabilities and shareholders' equity	$	2,023,731		$	1,574,460

See accompanying notes to financial statements

F-3

FreeCast, Inc.

STATEMENTS OF OPERATIONS

	For the Years Ended June 30,
	2014			2013
Revenues
Advertising	$	721,142		$	83,675
Membership, net of incentives to distributor of $190,242 and $0 for the years ended June 30, 2014 and 2013, respectively (Note 7)		594,338			99,992
Total revenue		1,315,480			183,667
Cost of revenue		242,865			263,162
Gross profit		1,072,615			(79,495	)
Operating costs and expenses
Compensation and benefits		1,301,589			269,461
Sales and marketing expense		408,865			47,911
Incentives to distributor (Note 7)		649,758			-
General and administrative		440,293			464,695
Total operating expenses		2,800,505			782,067
Loss from operations		(1,727,890	)		(861,562	)
Other income (expense)
Interest expense		(17,686	)		(89,423	)
Interest income		371			-
Loss on extinguishment of debt		-			(1,000,000	)
Total other expense		(17,315	)		(1,089,423	)
Net loss from operations before income taxes		(1,745,205	)		(1,950,985	)
Provision for income taxes		-			-
Net loss	$	(1,745,205	)	$	(1,950,985	)
Net loss per share, basic and diluted	$	(0.06	)	$	(0.09	)
Weighted average number of common shares outstanding, basic and diluted		26,904,829			22,051,135

See accompanying notes to financial statements

F-4

FreeCast, Inc.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	Common Stock				Additional					Total
					Paid-in		Accumulated			Shareholders'
	Shares		Amount		Capital		Deficit			Equity
Balance as of June 30, 2012		21,530,000	$	2,153	$	382,347	$	(818,847	)	$	(434,347	)
Issuance of common stock for cash		1,300,000		130		324,870		-			325,000
Issuance of common stock for accounts payable to related party-Nextelligence (Note 8)		1,172,085		117		292,904		-			293,021
Issuance of common stock for accounts payable to Lawyer/Shareholder (Note 8)		382,718		38		95,641		-			95,679
Issuance of common stock for forgiveness of note payable to Lawyer/Shareholder (Note 6)		643,113		64		160,714		-			160,778
Stock based compensation to related party-CEO (Note 7)		-		-		269,461		-			269,461
Stock issued for services to related party-CEO (Note 8)		1,435,138		144		358,641		-			358,785
Extinguishment of debt to Lawyer/Shareholder (Note 6)		-		-		1,000,000		-			1,000,000
Net loss		-		-		-		(1,950,985	)		(1,950,985	)
Balance as of June 30, 2013		26,463,054		2,646		2,884,578		(2,769,832	)		117,392
Issuance of common stock for cash		1,014,000		101.50		253,398		-			253,500
Stock based compensation to related party-CFO (Note 8)		400,000		40		99,960		-			100,000
Stock based compensation to related party-CEO (Note 7)		-		-		451,999		-			451,999
Stock based compensation (Note 7)		-		-		61,935		-			61,935
Warrants issued as incentives to distributor (Note 7)		-		-		840,000		-			840,000
Net loss		-		-		-		(1,745,205	)		(1,745,205	)
Balance as of June 30, 2014		27,877,054	$	2,788	$	4,591,870	$	(4,515,037	)	$	79,621

See accompanying notes to financial statements

F-5

FreeCast, Inc.

STATEMENT OF CASH FLOWS

	For the Years Ended June 30,
	2014			2013
Cash flows from operating activities:
Net loss	$	(1,745,205	)	$	(1,950,985	)
Reconciliation of net loss to net cash provided by (used in) operating activities
Depreciation expense		1,332			417
Stock based compensation		613,934			269,461
Warrants issued as incentives to distributor		840,000			-
Extinguishment of debt		-			1,000,000
Stock issued for services		-			358,785
Increase (decrease) in cash resulting from changes in assets and liabilities
Accounts receivable		2,431			(1,079,292	)
Receivable from related party-Nextelligence		(142,946	)		(253,597	)
Other current assets		(34,050	)		-
Accounts payable and accrued expenses		224,791			352,275
Accounts payable and accrued expenses related party-Nextelligence		42,095			(78,952	)
Accrued legal expenses		60,000			60,000
Accrued salaries and benefits related party-CEO		153,136			(174,334	)
Accrued salaries and benefits		41,800			(7,073	)
Accrued interest payable		17,686			(7,439	)
Deferred revenue		(52,466	)		1,292,209
Net cash provided by (used in) operating activities		22,538			(218,525	)
Cash flows from investing activities:
Purchase of property and equipment		(8,448	)		(2,312	)
Net cash used in investing activities		(8,448	)		(2,312	)
Cash flows from financing activities:
Issuance of common stock for cash		253,500			325,000
Deferred offering costs associated with proposed public offering		(50,000	)		-
Proceeds from long-term note payable		-			60,778
Net cash provided by financing activities		203,500			385,778
Net increase in cash		217,590			164,941
Cash at beginning of the period		238,507			73,566
Cash at end of the period	$	456,097		$	238,507
Non-cash investing and financing activities:
Issuance of common stock for for accounts payable	$	-		$	388,700
Issuance of common stock for for notes payable	$	-		$	160,778
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	—

See accompanying notes to financial statements 

F-6

FreeCast, Inc.

NOTES TO FINANCIAL STATEMENTS

For the Years Ended June 30, 2014 and 2013

NOTE A – ORGANIZATION AND PRINCIPAL ACTIVITIES

FreeCast, Inc. (the “Company”) developed and markets an interactive digital media guide that facilitates access to a virtual library of entertainment media. The Company is based in Orlando, Florida and was founded in 2011 as a Florida Corporation. The Company’s primary product is Rabbit TV, a web-based media guide that was created by Nextelligence, Inc. (“Nextelligence”), licensed to the Company by Nextelligence, and marketed by Telebrands Corp. (“Telebrands”).

On June 30, 2011 the Company entered into a Technology License and Development Agreement (“Technology Agreement”), as amended, with Nextelligence. The Technology Agreement provides for the Company to license technology from Nextelligence and for Nextelligence to provide hosting services, office space, and accounting and administrative services to the Company. The Technology Agreement also provided for the Company to issue 20,000,000 common shares as founder’s shares. As a result, Nextelligence has a greater than 50% ownership of the Company and therefore, the Company is considered a subsidiary of Nextelligence. The Company’s Chief Executive Officer (“CEO”) is also the CEO of Nextelligence.

NOTE B – BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

The Company currently operates in one business segment focusing on the development and marketing of its primary product, Rabbit TV. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the CEO, who comprehensively manages the entire business. The Company does not currently operate any separate lines of business or separate business entities.

Going Concern:

The Company has a limited operating history and has incurred recurring losses from operations since inception, accumulating a deficit of $4,515,037 as of June 30, 2014. For the years ended June 30, 2014 and 2013, the Company incurred net losses of $1,745,205 and $1,950,985, respectively. The Company may incur additional losses and negative operating cash flows in the future. Failure to generate sufficient revenues, reduce spending or raise additional capital could adversely affect the Company’s ability to achieve its intended business objectives. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Since the inception of the Company in 2011, the operations of the Company have been funded primarily through sales of common stock to private investors, debt financing, and exchange of common stock for services received by the Company. Management cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company raises additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct business. If the Company is not able to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly delay, scale back or discontinue the development and/or commercialization of Rabbit TV; (ii) seek collaborators for further development and commercialization of Rabbit TV; or (iii) relinquish or otherwise dispose of some or all of the Company’s rights to technologies or the products that the Company would otherwise seek to develop or commercialize.

F-7

The accompanying financial statements for the fiscal years ended June 30, 2014 and 2013 have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. During the year ending June 30, 2015, management intends to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Use of Estimates:

The preparation of these financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and disclosed in the accompanying notes. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: the valuation allowance on deferred tax assets, the valuation of the Company’s common stock, and revenue recognition.

[2] Revenue Recognition:

Revenue is principally derived from membership and advertising services. The Company recognizes revenue, net of sales discounts, when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers customer registration, payment, or third party acknowledgement to be persuasive evidence of an arrangement. Sales taxes collected, if any, from customers and remitted to governmental authorities are presented on a net basis and therefore are excluded from revenues in the Statements of Operations.

Membership Revenue:

The Company generates membership revenue through the sale of Rabbit TV and Rabbit TV Plus, a web-based media guide that aggregates free media content on the web and facilitates access for its customers. The Company does not retransmit or distribute content.

Membership revenue is derived from sales through Telebrands, a third-party marketing and distribution company (Rabbit TV) and through direct sales to members (Rabbit TV Plus). Rabbit TV members can access the service through a plug-in USB device that is manufactured, distributed and marketed by Telebrands. The USB device acts as a key to the Rabbit TV guide. It does not install any software, but rather ensures that the user is a Rabbit TV member before granting access to the service. The Company has replaced the USB device with an online registration process, Rabbit TV Plus, which allows members to access the service without use of the USB device. A Rabbit TV Plus account also includes free access to the Rabbit TV mobile app, for Android and iOS devices.

Membership revenue is recognized ratably on a straight-line basis over the duration of the membership period, generally ranging from one to six years. All membership fees are collected at the time of purchase.

Premium services are also available, for an additional fee, to allow single or time-limited use of private, decrypted viewing of movies, sporting events, concerts, or other types of events. Revenue is recognized in the period service access is provided.

F-8

On October 15, 2012, the Company entered into a Distribution Agreement (“Distribution Agreement”) with Telebrands. The Distribution Agreement provides the right to Telebrands to market, promote, sell, and distribute memberships to access Rabbit TV. Telebrands pays the Company an amount equal to (i) the number of memberships sold and funds collected, multiplied by (ii) the greater of (A) seventy-five cents ($0.75) or (B) seven and one-half percent (7.5%) of net sales, as defined. In addition, the Company shall pay Telebrands thirty percent (30%) of the Company’s advertising revenue and is included in sales and marketing expense in the Company’s Statements of Operations (see Note E(1)).

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

[2] Revenue Recognition (Continued):

Membership Revenue (Continued):

On June 13, 2014, the Company amended the Distribution Agreement (“Amended Distribution Agreement”). The Amended Distribution Agreement added that the Company may market, promote, sell, and distribute memberships to access Rabbit TV Plus via the Internet. The Company pays Telebrands the greater of (i) (A) the number of memberships sold and funds collected, multiplied by (B) seventy-five cents ($0.75) or (ii) fifty percent (50%) of the Company’s net profits derived from the Company’s sales under the Amended Distribution Agreement and is included in sales and marketing expense in the Company’s Statements of Operations.

The Company evaluated the criteria outlined in ASC Topic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Rabbit TV fees paid by customers through Telebrands is reported net of any fees payable to or retained by Telebrands. This is because, although the Company is the primary obligor, the Company does not establish the sales price and does not have credit risk. Rabbit TV Plus fees paid by customers to the Company is reported at gross. Since the Company is the primary obligor in the transaction, has latitude in establishing the sales price, and has the credit risk, revenue is recorded on a gross basis.

In August 2013, Telebrands reached a milestone in the Distribution Agreement (see Note E(1)) resulting in 4,000,000 warrants becoming exercisable, beginning July 16, 2016, at an exercise price of $0.25 per share, and a fair value of $840,000 (see Note G(2)). In accordance with ASC Topic 605-50, Customer Payments and Incentives (“ASC 605-50”), membership revenue is presented net of cash or equity instruments provided as sales incentives to customers and distributors of the Company’s memberships. When classification of sales incentives as a reduction of revenue results in negative revenue for a specific customer or distributor on a cumulative basis (that is, since inception of the overall relationship between the Company and the customer or distributor), then the amount of the cumulative shortfall is classified as an expense. Membership revenues for the year ended June 30, 2014 are net of $190,242 of incentives in the form of warrants to purchase the Company’s common stock (see Note G(2)) provided to a distributor of the Company’s memberships. The amount recognized net in revenues represents the cumulative revenues recognized on memberships sold through the distributor. The remaining value of the sales incentive of $649,758 is recognized as incentives to distributor in Operating Costs and Expenses in the Company’s Statement of Operations.

Advertising and Other Revenue:

The Company generates advertising revenue pursuant to arrangements with advertising affiliates and brokers. Under these arrangements, the Company provides the agencies and brokers the ability to sell advertising inventory on the Company’s service directly to advertisers. The Company reports this revenue net of amounts due to agencies and brokers because the Company is not the primary obligor under these arrangements nor does the Company set the pricing or establish or maintain the relationship with the advertisers.

F-9

Deferred Revenue:

Deferred revenue consists of both prepaid but unrecognized membership revenue and advertising fees received or billed in advance of the delivery or completion of the delivery of services. The Company classifies deferred revenue as short-term when the membership period is less than one year and as long-term when the membership period is greater than one year. The Company may pay sales incentives, in cash or by issuing equity instruments, to distributors of the Company’s memberships. Such sales incentives are not recognized as deferred revenue. Rather, sales incentives are recognized in current operations when issued, regardless of amounts in deferred revenue, which may have resulted from the distributors efforts. Deferred revenue is recognized as revenue when the services are provided and all other revenue recognition criteria have been met.

[3] Concentration of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company maintains cash and cash equivalents with domestic financial institutions of high credit quality. For accounts receivable, the Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, evaluation of their credit history, and review of the invoicing terms of the contract.

Accounts receivables are reported net of an allowance for doubtful accounts when applicable. The allowance for doubtful accounts reflects management’s best estimate of probable losses inherent in the accounts receivable balance at each reporting date. Management determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. The Company recognized no bad debt expense for the years ended June 30, 2014 and 2013 nor has the Company recognized an allowance for doubtful accounts at June 30, 2014 and 2013.

The Company had two customers, Telebrands and Google that accounted for 10% or more of total revenue, excluding incentives to distributors, comprising 98.2% and 99.0% of total revenue, excluding incentives to distributors, on a combined basis for the years ended June 30, 2014 and 2013, respectively. The Company had one customer Telebrands, that accounted for 10% or more of total accounts receivable as of June 30, 2014 and 2013, comprising 95.0% and 94.6%, respectively, of total accounts receivable.

[4] Cost of Revenue:

Cost of revenue consists primarily of hosting, product development, and infrastructure costs and the salaries and benefits related to employees in software engineering, facilities-related expenses, and information technology associated with supporting those functions. Hosting costs consist of content streaming, maintaining our internet service and creating and serving advertisements through third-party ad servers. The Company makes payments to third-party ad servers in the period in which the advertising impressions are delivered or click-through actions occur, and accordingly records this as a cost of revenue in the related period. The Company incurs product development expenses primarily for improvements to the Company’s website, the apps, development of new advertising products and development and enhancement of the guide and streaming system. Product development costs are generally expensed as incurred. Certain website development and internal use software development costs may be capitalized when specific criteria are met. In such cases, the capitalized amounts are amortized to cost of revenue over the useful life of the related application once the application is placed in service.

[5] Compensation and Benefits:

Compensation and benefits consists primarily of employee-related costs, including salaries and benefits related to employees in finance, accounting, internal information technology and other administrative personnel and stock based compensation.

F-10

[6] Sales and Marketing:

Sales and marketing consists primarily of employee-related costs, including salaries, commissions and benefits related to employees in sales, sales support and marketing departments. In addition, sales and marketing expenses include external sales and marketing expenses such as third-party marketing, branding, advertising, public relations expenses, commissions, facilities-related expenses, and infrastructure costs.

[7] General and Administrative:

General and administrative expenses include professional services costs for outside legal and accounting services, facilities-related expenses, travel costs, third party customer support, and credit card fees.

[8] Fair Value of Financial Instruments:

The Company follows the provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures” for financial instruments. This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 permits an entity to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period.

ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in level 1 that are directly or indirectly observable for the asset or liability. Such inputs include quoted prices in active markets or similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs are unobservable inputs for the asset or liability. Such inputs are used to measure fair value when observable inputs are not available.

As of June 30, 2014 and 2013, the carrying amounts of the Company’s financial assets and liabilities, such as accounts receivable, notes receivable, accounts payable, accrued expenses, accrued salaries and benefits, and accrued interest approximate the fair values due to the short-term nature of the instruments.

[9] Cash Equivalents:

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

[10] Accounts Receivable:

Accounts receivable are reported net of an allowance for doubtful accounts when applicable. The Company recognized no bad debt expense for the years ended June 30, 2014 and 2013 nor has the Company recognized an allowance for doubtful accounts at June 30, 2014 and 2013.

F-11

[11] Property and Equipment:

Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

[12] Long-lived Assets:

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the assets and its eventual disposition exceeds its carrying amount. The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated fair value.

[13] Software Development Costs:

The Company applies the principles of ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company has adopted the “tested working model” approach to establishing technological feasibility for its applications. Under this approach, the Company does not consider an application in development to have passed the technological feasibility milestone until the Company has completed a model of the product that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. To date, the Company has not incurred significant costs between the establishment of technological feasibility and the release of an application; thus, the Company has expensed all software development costs as incurred.

[14] Deferred Offering Costs:

Deferred offering costs, which primarily consist of direct legal fees relating to a contemplated initial public offering ("IPO"), are capitalized within current assets. The deferred issuance costs will be offset against IPO proceeds upon the consummation of the offering. In the event the offering is terminated, deferred offering costs will be expensed. For the fiscal years ended June 30, 2014 and 2013, the Company has recorded deferred offering costs totaling $50,000 and $0, respectively, and is included in general and administrative expense in the Company’s Statements of Operations.

[15] Accrued Expenses:

The Company incurs periodic expenses such as research and development, salaries, facility costs, and professional fees. An accrual for expenses is necessary when expenses have been incurred by the Company prior to them being paid. When a vendor’s invoice is not received, the Company is required to estimate its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The Company estimates accrued expenses as of each balance sheet date based on facts and circumstances known at that time. The Company periodically confirms the accuracy of its estimates with the service providers and makes adjustments if necessary.

F-12

[16] Income Tax Provision:

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been reflected in the financial statements. Deferred tax assets and liabilities are determined based on the differences between the book and tax basis of assets and liabilities and operating loss carryforwards, using tax rates expected to be in effect for the years in which the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

[17] Employee Stock Based Compensation:

Stock based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock based award is recognized as an expense over the requisite service period of the award on a straight-line basis. The Company will recognize compensation expense, measured as the fair value of the warrants on grant date, when a performance condition is considered probable of occurring.

For purposes of determining the variables used in the calculation of stock based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

[18] Stock Based Compensation Issued to Nonemployees:

Common stock issued to non-employees for acquiring goods or providing services is recognized at fair value when the goods are obtained or over the service period. If the award contains performance conditions, the measurement date of the award is the earlier of the date at which a commitment for performance by the non-employee is reached or the date at which performance is reached. A performance commitment is reached when performance by the non-employee is probable because of sufficiently large disincentives for nonperformance.

[19] Recent Accounting Pronouncements:

In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, which will update Codification topic: Revenue from Contracts with Customers. The principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which entity expects to be entitled in exchange for those goods or services. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Management is currently evaluating the impact ASU 2014-09 will have on the Company’s financial position, results of operations and cash flows. In April 2015, the FASB approved issuing an exposure draft to extend the effective date of ASU 2014-09 by a year for both public and non-public companies.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance regarding management’s responsibility to assess whether substantial doubt exists regarding the ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). This ASU is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Management is currently evaluating the new guidance and has not determined the impact this standard may have on the Company’s financial statements.

F-13

NOTE D – PROPERTY AND EQUIPMENT

		As of June 30,
	Estimated Life	2014			2013
Office furniture and equipment	3 - 5 years	$	11,961		$	3,513
Accumulated depreciation			(1,781	)		(449	)
Total		$	10,180		$	3,064

Depreciation expense was $1,332 and $417 for the years ended June 30, 2014 and 2013, respectively, and is classified in general and administrative expenses in the Statement of Operations. 

NOTE E – COMMITMENTS AND CONTINGENCIES

[1] Distribution Agreement:

On October 15, 2012, the Company entered into a Distribution Agreement with Telebrands. The Distribution Agreement provides the right to Telebrands to market, promote, sell, and distribute memberships to access Rabbit TV. Telebrands pays the Company an amount equal to (i) the number of memberships sold and funds collected by (ii) the greater of (A) seventy-five cents ($0.75) or (B) seven and one-half percent (7.5%) of net sales, as defined. In addition, the Company pays Telebrands thirty percent (30%) of the Company’s advertising revenue, the cost of which is included in sales and marketing expense in the Company’s Statements of Operations, when accrued. The Distribution Agreement also provided for Telebrands to purchase 4,000 shares of the Company’s common stock for $1,000 and the Company issued to Telebrands ten-year warrants to purchase up to 20,000,000 shares of the Company’s common stock (of which 4,000,000 warrants were earned in 2013 and become exercisable on July 16, 2016), with an exercise price of $0.25 per share. If Telebrands continues to meet various agreed milestones of membership sales, the warrants become exercisable beginning July 16, 2016 through October 14, 2022 (see Note G(2)).

On June 13, 2014, the Company amended the Distribution Agreement (“Amended Distribution Agreement”). The Amended Distribution Agreement added that the Company may market, promote, sell, and distribute memberships to access Rabbit TV Plus via the Internet. The Company pays to Telebrands the greater of (i) (A) the number of memberships sold and funds collected, multiplied by (B) seventy-five cents ($0.75) or (ii) fifty percent (50%) of the Company’s net profits derived from the Company’s sales under the Amended Distribution Agreement, the cost of which is included in sales and marketing expense in the Company’s Statements of Operation, when accrued.

The agreements terminate on December 31, 2017 unless extended for five (5) years or terminated early based on minimum memberships sold.

As of June 30, 2013, the Company owed Telebrands $25,102 which was paid in July 2013 and Telebrands owed the Company $1,021,275 comprised of a June 2013 billing of $96,592 paid in July 2013 and $924,683 of a total $980,792 billed as a result of a reconciliation of memberships sold.

As of June 30, 2014, the Company owed Telebrands $233,747 and Telebrands owed the Company $1,023,184 comprised of a June 2014 billing of $42,391 paid in August 2014 and $980,792 billed as a result of a reconciliation of memberships sold, and recorded $931,590 and $878,398 as long-term deferred revenue at June 30, 2014 and 2013, respectively, in the accompanying Balance Sheets

F-14

Although the Company’s monthly billings to Telebrands continue to be paid currently by Telebrands, in November 2014, the Company completed a reconciliation of memberships sold from January 2013 through June 2014, and billed Telebrands $980,792 for past due memberships sold. The Company is currently negotiating payment terms with Telebrands for the $980,792 owed to the Company which may include an offset of $233,747 owed by the Company to Telebrands as of June 30, 2014. The Company considers the amount owed by Telebrands to be fully collectible and provided no allowance for bad debts. In the future, the Company plans to reconcile memberships sold each quarter based on a one-quarter lag.

[2] Voting Trust Agreement:

On October 15, 2012, the Company entered into a Voting Trust Agreement (“Voting Trust Agreement”) with Telebrands and the Company’s CEO. The Voting Trust Agreement appoints CEO as the trustee of all the shares of the Company’s common stock that Telebrands owns at any time (the “Entrusted Shares”). Telebrands currently owns 4,000 shares of the Company’s common stock and warrants to purchase up to 20,000,000 shares of the Company’s common stock (of which 4,000,000 are earned and become exercisable on July 16, 2016). Pursuant to the Voting Trust Agreement, CEO is entitled to exercise all rights relating to the voting and disposition of the Entrusted Shares, provided, however, CEO is not allowed to effect a disposition or permit registration of the Entrusted Shares with the Securities and Exchange Commission or any state securities administrators unless Nextelligence, which is majority owned and controlled by CEO, simultaneously effects a disposition or permits registration of an identical proportion of the Company’s voting securities of the Company that Nextelligence holds on the same terms and conditions. In addition, CEO may not permit a disposition or registration of any voting securities of the Company that Nextelligence holds unless he simultaneously effects a disposition or registration of an identical proportion of the Entrusted Shares on the same terms and conditions.

The term of such trust ends upon the earlier of, CEO ceasing to be an affiliate of the Company, as defined in the Voting Trust Agreement, or the disposition of all of the Entrusted Shares.

The Company is obligated to indemnify CEO against any liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses paid or incurred by him in connection with the Voting Trust Agreement, unless those paid or incurred are a result of the gross negligence, willful misconduct or bad faith of CEO.

[3] Related Party Technology Agreement:

On June 30, 2011 the Company entered into a Technology Agreement, as amended, with Nextelligence. The Technology Agreement provides for the Company to license Technology from Nextelligence and for Nextelligence to provide hosting services, office space, and accounting and administrative services to the Company. The Company pays Nextelligence each month for the amount of the actual costs incurred by Nextelligence plus 20% for these service plus 4% of gross revenues, as defined, as a technology license fee. Subsequent to June 30, 2014, the Company amended its Technology Agreement with Nextelligence to pay $23,000 each month for the Nextelligence services plus 4% of gross revenues, as defined, as a technology license fee, and terminates forty (40) years from the date of the Technology Agreement (see Note K). Nextelligence has a greater than 50% ownership of the Company and therefore, the Company is considered a subsidiary of Nextelligence. The Company’s CEO is also the CEO of Nextelligence.

The Company has recognized receivables of $152,702 and $243,841 for amounts erroneously overcharged by Nextelligence for its administrative services for the years ended June 30, 2014 and 2013, respectively. On January 2, 2015, the Company negotiated a settlement of all amounts erroneously overcharged to the Company by Nextelligence in which Nextelligence, as sole owner, will transfer certain software which is used as a media content management system by which the Company organizes and delivers content to its customers.

F-15

The Company paid approximately $477,000 and $422,000 (excluding $292,000 of common stock issued during the year ended June 30, 2013 in exchange for accounts payable), respectively, to Nextelligence during the years ended June 30, 2014 and 2013, respectively, for services provided to the Company.

[4] Employment Agreements:

Chief Executive Officer:

Effective June 27, 2011, the Company entered into a consulting agreement with its CEO under which he is to receive annual compensation of $200,000 and certain additional benefits. The consulting agreement expired on June 30, 2013. Past due balances accrue interest at 12%. Effective July 1, 2013, the Company entered into an employment agreement with the CEO under which he is to receive annual compensation of $200,000 and certain additional benefits including reimbursement for all automobile expenses incurred by the CEO in connection with the performance of his duties under this Agreement. For the year ended June 30, 2013, the Company paid the CEO a total of $45,664 for salary and none for automobile expenses. The term of the agreement continues until June 30, 2019 and is renewed for successive one-year periods by mutual consent at the end of the term. An annual cash bonus may be paid at the discretion of the Board of Directors. If the CEO is terminated by the Company other than for cause or as a result of death or permanent disability or if the CEO terminates his employment for good reason, which includes a change of control, he shall receive payment in respect of compensation earned but not yet paid. In addition, on both October 19, 2012 and December 31, 2012, the Company issued warrants to purchase 5,000,000 shares with an exercise price of $0.25 in which 2,500,000 warrants vest and become exercisable on July 15, 2016 and 2017, respectively, and expire on October 18, 2022 with respect to the October 2012 issuance and on December 30, 2022 with respect to the December 2012 issuance (see Note G(1)).The CEO is also the CEO of Nextelligence.

[4] Employment Agreements (Continued):

Chief Executive Officer (Continued):

On July 1, 2014, the Company amended the employment agreement with its CEO to include a $2,500 per month automobile allowance in place of all automobile expenses. On June 30, 2013 (as consideration for the CEO reducing a cash payment due to him under the consulting arrangement), the Company issued 1,435,138 shares of common stock valued at $358,785 ($318,781 of consulting fees and $40,004 of accrued interest) to the CEO. The shares were earned immediately. The value of each award was determined by reference to contemporaneous sales of the Company’s common stock to third parties. For the year ended June 30, 2014, the Company made payments totaling $57,340 to the CEO (salary of $46,864 and automobile expenses of $10,476).

The Company has accrued expenses of $153,136 under Accrued Salaries and Benefits Related Party- CEO for unpaid amounts due at June 30, 2014. The Company recognized an expense for these services of $200,000 for the year ended June 30, 2014 within compensation and benefits and general and administrative in the Statement of Operations.

Chief Financial Officer:

Effective April 28, 2014, the Company entered into an employment agreement with its Chief Financial Officer (“CFO”) under which he is to receive an annual compensation of $250,000. Pursuant to an amendment on June 10, 2014 and in exchange for reducing his compensation by $100,000 for the employment year ending April 27, 2015 (“Employment Year”), the Company issued the CFO an award of 400,000 shares of common stock with a fair value of $100,000. The shares will be earned over the Employment Year. The term of the agreement continues until April 27, 2015 and automatically extended on a month-to-month basis at the end of the term. An annual cash bonus may be paid at the discretion of the Board of Directors. If the CFO is terminated by the Company as a result of death or permanent disability or if the CFO terminates his employment for good reason he shall receive payment in respect of compensation earned but not yet paid. If the CFO is terminated by the Company other than due to his death or disability or for cause, the Company would be obligated to pay the CFO at a rate of $250,000 per year (i) for three months subsequent to the termination date if the termination date is on or before April 27, 2015, and (ii) for six months subsequent to the termination date if the termination date is subsequent to April 27, 2015. In addition, on April 28, 2014, the Company issued warrants to purchase 274,033 shares of the Company’s common stock, with an exercise price of $0.25, that vest and become exercisable on July 31, 2015 only if the Company closes a registered public offering of its equity securities, or has a change in control, on or before April 28, 2015 (collectively, “the Performance Condition”). The warrants expire on July 31, 2018 (see Note G(1)).

F-16

[5] Legal Services Agreement:

On June 27, 2011, the Company entered into an agreement with its outside legal firm, as amended, pursuant to which the Company will be provided legal service in the amount of $5,000 per month. The agreement shall continue until either the first to occur (i) the date a registration statement is filed with the Securities and Exchange Commission or (ii) December 31, 2014. Several partners in this legal firm are also shareholders of the Company.

The Company has accrued expenses of $180,000 and $120,000 under Accrued Legal Expenses in the accompanying Balance Sheets at June 30, 2014 and 2013, respectively. The Company recognized an expense for these services of $60,000 for each of the years ended June 30, 2014 and 2013 within general and administrative in the Statement of Operations. No payments have been made to the legal firm for the years ended June 30, 2014 and 2013.

Past due balances accrue interest at 12% and the Company has recorded a balance due of $31,470 and $13,784 under Accrued Interest Payable in the accompanying Balance Sheets at June 30, 2014 and 2013, respectively. The Company recognized interest expense of $17,686 and $13,784 for the years ended June 30, 2014 and 2013, respectively, within Interest Expense in the Statement of Operations.

[6] Consulting Agreement:

On July 20, 2011, the Company entered into a consulting agreement with Bonsai Group. The Bonsai Group is owned by a family member of one of the partners in the legal firm referred to in the Legal Services Agreement above (the “Lawyer/Shareholder”). The agreement paid a monthly consulting fee of $7,500, commenced September 1, 2011 and continued until August 1, 2012. Past due balances accrue interest at 12%. On November 16, 2012, the amount owed of $95,679 (including $13,179 of accrued interest) was acquired by the Lawyer/Shareholder from his family member (see Note F).

[7] Legal:

The Company is not involved in any legal matters arising in the normal course of business.

NOTE F – NOTES payable

On July 20, 2011, the Company entered into an unsecured $100,000 promissory note (“Promissory Note”) from Orchid Group. The Orchid Group is also owned by the same family member of the Lawyer/Shareholder referred to under Consulting Agreement in Note E(6). The Promissory Note accrues interest at 10% per annum beginning September 1, 2011 and becomes due and payable on August 1, 2012. On November 16, 2012, the amount owed of $132,561 (including $32,561 of accrued interest) was acquired by the Lawyer/Shareholder from his family member.

F-17

On October 12, 2012, the Company entered into an unsecured $25,000 promissory note (“Note”) from the Lawyer/Shareholder. The Note accrues interest at 18% per annum and became due and payable on November 12, 2012.

On November 16, 2012, the Company entered into a Forbearance Agreement (“Forbearance Agreement”) with the Lawyer/Shareholder of the Company’s notes payable, accounts payable, and the related accrued interest (collectively, “Obligations”). The Forbearance Agreement extended the due date of the Company’s Obligations to November 15, 2013. In addition, the Company issued warrants to the Lawyer/Shareholder to purchase up to 5,000,000 shares with an exercise price of $0.25 per share, a fair value of $1,000,000, and have a term of ten years (see Note G(2)). On June 30, 2013, the Company issued a total of 1,025,831 shares of common stock to extinguish Obligations totaling $256,458 owed to the Lawyer/Shareholder (see Note G(2)).

The Company analyzed the transaction in accordance with ASC Topic 470-50-40, Extinguishment of Debt. The debt was extinguished through the issuance of common stock recorded through equity as discussed above and the issuance of 5,000,000 warrants resulting in a charge of $1,000,000 through the Statement of Operations as a loss on extinguishment of debt.

NOTE G – WARRANTS

[1] Warrants Issued to Employees:

On April 28, 2014, the Company entered into an employment agreement with its CFO, under which the Company issued him warrants to purchase 274,033 shares of the Company’s common stock, with an exercise price of $0.25, that vest and become exercisable on July 31, 2015 only if the Company closes a registered public offering of its equity securities, or has a change in control, on or before April 28, 2015. The warrants expire on July 31, 2018.

In fiscal year 2014, the Company issued to nine of its employees, warrants to purchase 925,000 shares, with an exercise price of $0.25, which vest and become exercisable on August 15, 2015 provided that the employee remains continuously employed through August 14, 2015. The warrants expire on August 14, 2018. The fair value of the warrants on grant date was $129,250. The Company recognized an expense for these services of $56,532 for the year ended June 30, 2014 within compensation and benefits in the Statement of Operations.

On December 31, 2012, the Company amended the employment agreement with its CEO, under which the Company issued him warrants to purchase 5,000,000 shares, with an exercise price of $0.25, in which 2,500,000 warrants vest and become exercisable on July 15, 2016 and 2017, respectively, and expire on December 30, 2022. The warrants become immediately exercisable upon a change in control of the Company. The fair value of the warrants on grant date was $925,000. The Company recognized an expense for these services of $231,599 and $115,482 for the years ended June 30, 2014 and 2013, respectively, within compensation and benefits in the Statement of Operations.

On October 19, 2012, the Company issued its CEO warrants to purchase 5,000,000 shares, with an exercise price of $0.25 in which 2,500,000 warrants vest and become exercisable on July 15, 2016 and 2017, respectively, and expire on October 18, 2022. The warrants become immediately exercisable upon a change in control of the Company. The fair value of the warrants on grant date was $925,000. The Company recognized an expense for these services of $220,400 and $153,979 for the years ended June 30, 2014 and 2013, respectively, within compensation and benefits in the Statement of Operations.

[2] Warrants Issued to Nonemployees:

In August 2013, Telebrands reached a milestone in the Distribution Agreement (see Note E(1)) resulting in 4,000,000 warrants becoming exercisable, beginning July 16, 2016, at an exercise price of $0.25 per share. In accordance with ASC 605-50, the Company recognized the fair value of the warrants of $840,000 as a $190,242 reduction of membership revenue and $649,758 as incentives to distributor in Operating Costs and Expenses for the year ended June 30, 2014 in the Statement of Operations.

F-18

On November 16, 2012, the Company entered into a Forbearance Agreement with the Lawyer/Shareholder, under which the Company issued warrants to purchase up to 5,000,000 shares, with an exercise price of $0.25 per share, in which 2,500,000 warrants vest and become exercisable on July 15, 2016 and 2017, respectively, and expire on November 15, 2022. The warrants become immediately exercisable upon a change in control of the Company. The Company recognized the fair value of the warrants of $1,000,000 as a loss on extinguishment of debt in the Statement of Operations.

[3] Valuation of Warrants:

Management used the Black-Scholes valuation model to value the warrants with known inputs from the third party sales (warrant term, exercise price and expiration date) and assumptions for expected volatility rate; dividend rate; and risk free interest rate. The table summarizes the Black-Scholes assumptions:

	June 30, 2014						June 30, 2013
	Low			High			Low			High
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected stock-price volatility		73.09	%		80.53	%		82.11	%		84.21	%
Risk-free interest rate		0.63	%		1.48	%		1.15	%		1.69	%
Expected term of warrants (years)		2.79			3.50			6.77			10.00
Stock price	$	0.25		$	0.25		$	0.25		$	0.25
Exercise price	$	0.25		$	0.25		$	0.25		$	0.25

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends on the Company’s common stock.

Expected stock-price volatility. The expected stock-price volatility assumption is based on volatilities of the Internet Software and Services/Application Software Index in the sub-$50 million market cap.

Risk-free interest rate. The Company bases the risk-free interest rate assumption on observed interest rates appropriate for the expected term of the stock option grants.

Expected term of warrants. The expected term of warrants represents the period of time that warrants are expected to be outstanding. Because the Company does not have historic exercise behavior, the Company determines the expected life assumption using the simplified method, which is an average of the contractual term of the warrant and its ordinary vesting period.

The Company analyzed the warrants issued (“Warrants”) in accordance with ASC 815, Derivatives and Hedging, to determine whether the Warrants meet the definition of a derivative under ASC 815 and, if so, whether the Warrants meet the scope exception of ASC 815, which is that contracts issued or held by the reporting entity that are both (1) indexed to its own stock and (2) classified in stockholders’ equity shall not be considered to be derivative instruments. The provisions of ASC 815 subtopic 40, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock, (“ASC 815 subtopic 40”) apply to any freestanding financial instruments or embedded features that have the characteristics of a derivative, as defined by ASC 815 and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. The Company concluded the Warrants are equity instruments since they contain no provisions which would preclude the Company from accounting for the Warrants as equity.

F-19

The following represents a summary of the Warrants outstanding at June 30, 2014 and 2013 and changes during the periods then ended:

	2014				2013
			Weighted				Weighted
			Average				Average
	Warrants		Exercise Price		Warrants		Exercise Price
Outstanding, beginning of year		35,000,000	$	0.25		-	$	-
Granted		1,199,033		0.25		35,000,000		0.25
Exercised		-		-		-		-
Expired/Forfeited		-		-		-		-
Outstanding, end of year		36,199,033	$	0.25		35,000,000	$	0.25
Exercisable at the end of the year		-	$	-		-	$	-

NOTE H – STOCK transactionS

[1] Common Stock Sales:

During fiscal year 2014, the Company sold 1,014,000 shares of its common stock for proceeds of $253,500.

During fiscal year 2013, the Company sold 1,300,000 shares of its common stock for proceeds of $325,000.

[2] Common Stock Issuances for Debt and Accounts Payable Extinguishments:

On June 30, 2013, the Company issued 643,113 shares of common stock to extinguish $125,000 of outstanding principal on notes payable and $35,778 of accrued interest to the Lawyer/Shareholder (see Note F).

On June 30, 2013, the Company issued 1,554,803 shares of common stock to extinguish $388,700 of outstanding accounts payable and accrued interest, which includes 1,172,085 shares of common stock valued at $293,021 to Nextelligence and 382,718 shares of common stock valued at $95,679 to the Lawyer/Shareholder.

[3] Employee Stock Based Compensation:

On June 10, 2014, as consideration for our CFO reducing his cash compensation by $100,000 for the Employment Year ending April 27, 2015, the Company issued an award of 400,000 shares of common stock valued at $100,000 to our CFO. The shares will be earned over the Employment Year.

On June 30, 2013, as consideration for amounts owed to our CEO under a prior consulting arrangement, the Company issued 1,435,138 shares of common stock valued at $358,785 ($318,781 of consulting fees and $40,004 of interest) to our CEO. The shares were earned immediately. The value of each of the awards was determined by reference to contemporaneous sales of the Company’s common stock to third parties.

The value of each of the awards was determined by reference to contemporaneous sales of the Company’s common stock to third parties.

NOTE I – Related Party Transactions

Other than as set forth below, and as disclosed in Notes E, G and H, the Company has not entered into or been a participant in any transaction in which a related person had or will have a direct or indirect material interest.

F-20

NOTE J – INCOME TAXES

At June 30, 2014, the Company has a net operating loss carry forward for Federal income tax purposes totaling approximately $937,000 which, if not utilized, will begin to expire in the year 2032. The Company has no income tax affect due to recording a full valuation allowance on the expected tax benefits of deferred tax assets.

A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows:

	For the years ended June 30,
	2014			2013
Federal		34.0	%		34.0	%
State tax, net of federal benefit		3.6	%		3.6	%
Permanent differences		(0.1	)%		(0.1	)%
Nondeductible compensation		-	%		(6.9	)%
Valuation allowance		(37.5	)%		(30.6	)%
Provision for income taxes		-			-

The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following:

	2014			2013
Deferred tax assets:
Net operating loss carry forwards	$	352,477		$	282,891
Deferred revenue		466,515			486,259
Stock-based compensation		648,513			101,398
Other		61,095			3,470
Gross deferred tax assets		1,528,600			874,018
Valuation allowance		(1,528,600	)		(874,018	)
Net deferred tax assets	$	-		$	-

FASB ASC 740 “Income Taxes” contains guidance with respect to uncertain tax positions which applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amounts to recognize. Tax positions that meet the more likely than not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority.

The Company does not have any unrecognized tax benefits which would favorably affect the effective tax rate if recognized in future periods, or accrued penalties and interest. If such matters were to arise, the Company would recognize interest and penalties related to income tax matters in income tax expense.

The Company files income tax returns in the U.S. federal jurisdiction and the state of Florida. For both federal and state income tax purposes, the Company’s fiscal 2011 through 2014 tax years remain open for examination by the tax authorities.

F-21

NOTE K – SUBSEQUENT EVENTS

Effective April 28, 2015, the Company entered into a new employment agreement (“2016 Employment Agreement”) with the CFO which replaces the existing 2015 Employment Agreement. Under the 2016 Employment Agreement, the CFO is to receive an annual compensation of $150,000 for the year ending April 27, 2016 (“2016 Employment Year”), and $250,000 per annum thereafter until a new extension is executed between the parties. Pursuant to this agreement, the warrants to purchase 274,033 shares of the Company’s common stock previously issued to the CFO shall vest upon the execution of this agreement (see Note 7). The Company will recognize compensation expense equal to the fair value of the modified warrants on April 28, 2015. In addition, the Company issued 675,000 shares of common stock to the CFO in consideration of services to be rendered by the CFO to the Company for the 2016 Employment Year. The shares will be earned ratably over the 2016 Employment Year. The Company will recognize compensation expense equal to the grant date fair value of the award over the vesting period. An annual bonus may be paid at the discretion of the Board of Directors. If the CFO is terminated by the Company as a result of death or permanent disability or if the CFO terminates his employment for good reason, the CFO shall receive payment in respect of compensation earned but not yet paid. If the CFO is terminated by the Company other than due to his death or disability or for cause, the Company would be obligated to pay the CFO at the rate of $250,000 per annum for a period of six months subsequent to the terminated date.

On January 2, 2015, the Company negotiated a settlement of all amounts erroneously overcharged to the Company by Nextelligence in which Nextelligence, as sole owner, will transfer certain software which is used as a media content management system by which the Company organizes and delivers content to its customers.

On October 29, 2014, the Company signed a Setoff Agreement with Telebrands in which approximately $261,000 was owed by the Company to Telebrands shall be immediately setoff and applied against the amounts owed by Telebrands to the Company. In addition, with the consent of Telebrands, the Company may from time to time, but no more frequently than monthly, setoff and apply against any amount owed by Telebrands to the Company.

On July 31, 2014, the Company amended its Technology Agreement with Nextelligence to pay $23,000 each month for the Nextelligence services plus 4% of gross revenues, as defined, as a technology license fee, and terminates forty (40) years from the date of the Technology Agreement.

On July 31, 2014, the Company entered into a sublease agreement with Nextelligence for its principal executive office. The sublease provides for a monthly rental averaging $7,200 through September 30, 2015 decreasing to $5,960 per month beginning October 1, 2015. The sublease agreement also provides for annual rental increases of 3.5% commencing October 1, 2015 and expires on March 31, 2019.

The Company has evaluated subsequent events through August 11, 2015, which is the date the financial statements were available to be issued. 

F-22

FreeCast, Inc.

BALANCE SHEETS

	March 31,			June 30,
	2015			2014
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	102,651		$	456,097
Accounts receivable		681,005			1,076,861
Other current assets		110,562			34,050
Deferred offering costs associated with proposed public offering		-			50,000
Total current assets		894,218			1,617,008
Long term assets:
Receivable from related party-Nextelligence (Note 5)		-			396,543
Property and equipment, net		12,614			10,180
Intangible assets		3,500			-
Total long term assets		16,114			406,723
Total assets	$	910,332		$	2,023,731
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	110,133		$	255,866
Accounts payable and accrued expenses related party-Nextelligence (Note 5)		76,446			42,095
Accrued legal expenses (Note 5)		225,000			180,000
Accured salaries and benefits related party-CEO (Note 5)		140,269			153,136
Accrued salaries and benefits		74,622			41,800
Accrued interest payable		49,475			31,470
Current portion of deferred revenue		652,979			308,153
Total current liabilities		1,328,924			1,012,520
Non-current liabilities
Deferred revenue, net of current portion		1,255,492			931,590
Total non-current liabilities		1,255,492			931,590
Total liabilities		2,584,416			1,944,110
Commitments and contingencies (Note 5)
Shareholders' equity (deficit)
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; and no shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively
Common stock, $0.0001 par value, 200,000,000 shares authorized; and 27,877,054 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively		2,788			2,788
Additional paid-in-capital		4,586,173			4,591,870
Accumulated deficit		(6,263,045	)		(4,515,037	)
Total shareholders' (deficit) equity		(1,674,084	)		79,621
Total liabilities and shareholders' equity (deficit)	$	910,332		$	2,023,731

See accompanying notes to condensed financial statements 

F-23

FreeCast, Inc.

STATEMENTS OF OPERATIONS

(unaudited)

	For the Nine Months Ended March 31,
	2015			2014
Revenues
Advertising	$	288,881		$	610,227
Membership, net of incentives to distributors of $190,242 for the nine months ended March 31, 2014 (Note 7)		665,542			342,843
Total revenue		954,423			953,070
Cost of revenue		376,399			175,183
Gross profit		578,024			777,887
Operating costs and expenses
Compensation and benefits		1,191,987			859,790
Sales and marketing expense		357,523			311,109
Incentives to distributor (Note 7)		-			649,758
General and administrative		758,705			240,660
Total operating expenses		2,308,215			2,061,317
Loss from operations		(1,730,191	)		(1,283,430	)
Other income (expense)
Interest expense		(18,005	)		(12,600	)
Interest income		188			242
Total other expense		(17,817	)		(12,358	)
Net loss	$	(1,748,008	)	$	(1,295,788	)
Net loss per share, basic and diluted	$	(0.06	)	$	(0.05	)
Weighted average number of common shares outstanding, basic and diluted		27,877,054			26,708,426

See accompanying notes to condensed financial statements 

F-24

FreeCast, Inc.

STATEMENTS OF CASH FLOWS

(unaudited)

	For the Nine Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net loss	$	(1,748,008	)	$	(1,295,788	)
Reconciliation of net loss to net cash (used in) provided by operating activities
Depreciation expense		2,541			826
Stock based compensation		394,303			379,701
Deferred offering costs charged to expense		50,000
Warrants issued as incentives to distributor		-			840,000
Increase (decrease) in cash resulting from changes in assets and liabilities
Accounts receivable		395,856			(9,454	)
Receivable from related party - Nextelligence		-			(115,848	)
Other current assets		(76,512	)		(44,390	)
Accounts payable and accrued expense		(145,733	)		175,404
Accounts payable and accrued expense related party- Nextelligence		34,351			29,150
Accrued legal expenses		45,000			45,000
Accrued salaries and benefits related party - CEO		(12,867	)		126,603
Accrued salaries and benefits		32,822			33,555
Accrued interest payable		18,005			12,600
Deferred revenue		668,728			(17,835	)
Net cash (used in) provided by operating activities		(341,514	)		159,524
Cash flows from investing activities:
Purchase of property and equipment		(4,975	)		(1,991	)
Purchase of intangible assets		(3,500	)		-
Purchase of intellectual property from related party - Nextelligence		(3,457	)		-
Net cash used in investing activities		(11,932	)		(1,991	)
Cash flows from financing activities:
Issuance of common stock for cash		-			224,500
Deferred offering costs associated with proposed public offering		-			(47,500	)
Net cash provided by financing activities		-			177,000
Net (decrease) increase in cash		(353,446	)		334,533
Cash at beginning of the period		456,097			238,507
Cash at end of the period	$	102,651		$	573,040
Non-cash investing and financing activities:
Intellectual property acquired for receivable from related party - Nextelligence	$	396,543		$	-
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

See accompanying notes to condensed financial statements 

F-25

FREECAST, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED March 31, 2015 AND 2015

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

FreeCast, Inc. (the “Company”) developed and markets an interactive digital media guide that facilitates access to a virtual library of entertainment media. The Company is based in Orlando, Florida and was founded in 2011 as a Florida Corporation. The Company’s primary product is Rabbit TV, a web-based media guide that was created by Nextelligence, Inc. (“Nextelligence”), licensed to the Company by Nextelligence, and marketed by Telebrands Corp. (“Telebrands”).

On June 30, 2011 the Company entered into a Technology License and Development Agreement (“Technology Agreement”), as amended, with Nextelligence. The Technology Agreement provides for the Company to license technology (“Technology”) from Nextelligence and for Nextelligence to provide hosting services, office space, and accounting and administrative services to the Company. The Technology Agreement also provided for the Company to issue 20,000,000 shares as founder’s shares. As a result, Nextelligence has a greater than 50% ownership of the Company and therefore, the Company is considered a subsidiary of Nextelligence. The Company’s Chief Executive Officer (“CEO”) is also the CEO of Nextelligence.

NOTE 2 – BASIS OF PRESENTATION

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

The interim unaudited condensed financial statements as of March 31, 2015 and for the nine months ended March 31, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended June 30, 2014 included here within.

The Company currently operates in one business segment focusing on the development and marketing of its primary product, Rabbit TV. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of business or separate business entities.

F-26

Going Concern

The Company has a limited operating history and has incurred recurring losses from operations since inception, accumulating a deficit of approximately $6.3 million as of March 31, 2015. For the nine months ended March 31, 2015 and 2014, the Company incurred net losses of approximately $1.7 million and $1.3 million, respectively. The Company may incur additional losses and negative operating cash flows in the future. Failure to generate sufficient revenues, reduce spending or raise additional capital could adversely affect the Company’s ability to achieve its intended business objectives. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Since the inception of the Company in 2011, the operations of the Company have been funded primarily through sales of common stock to private investors, debt financing, and exchange of common stock for services received by the Company. Management cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company raises additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct business. If the Company is not able to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly delay, scale back or discontinue the development and/or commercialization of Rabbit TV; (ii) seek collaborators for further development and commercialization of Rabbit TV; or (iii) relinquish or otherwise dispose of some or all of the Company’s rights to technologies or the products that the Company would otherwise seek to develop or commercialize.

The accompanying condensed financial statements for the nine months ended March 31, 2015 and 2014 have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. During the 2015 fiscal year, management intends to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs.

The condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of these condensed financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and disclosed in the accompanying notes. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: the valuation allowance on deferred tax assets, the valuation of the Company’s common stock, and revenue recognition.

Revenue Recognition

Revenue is principally derived from membership and advertising services. The Company recognizes revenue, net of sales discounts, when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers customer registration, payment, or third party acknowledgement to be persuasive evidence of an arrangement. Sales taxes collected, if any, from customers and remitted to governmental authorities are presented on a net basis and therefore are excluded from revenues in the Statements of Operations.

F-27

Membership revenue

The Company generates membership revenue through the sale of Rabbit TV and Rabbit TV Plus, a web-based media guide that aggregates free media content on the web and facilitates access for its customers. The Company does not retransmit or distribute content.

Membership revenue is derived from sales through Telebrands, a third-party marketing and distribution company (Rabbit TV) and through direct sales to members (Rabbit TV Plus). Rabbit TV members can access the service through a plug-in USB device that is manufactured, distributed and marketed by Telebrands. The USB device acts as a key to the Rabbit TV Guide. It does not install any software, but rather ensures that the user is a Rabbit TV member before granting access to the service. The Company has replaced the USB device with an online registration process, Rabbit TV Plus, which allows members to access the service without use of USB device. A Rabbit TV Plus account also includes free access to the Rabbit TV Mobile app, for Android and iOS devices.

Membership revenue is recognized ratably on a straight-line basis over the duration of the membership period, generally ranging from one to six years. All membership fees are collected at the time of purchase.

Premium services are also available, for an additional fee, to allow single or time-limited use of private, decrypted viewing of movies, sporting events, concerts, or other types of events. Revenue is recognized in the period service access is provided.

On October 15, 2012, the Company entered into a Distribution Agreement (“Distribution Agreement”) with Telebrands. The Distribution Agreement provides the right to Telebrands to market, promote, sell, and distribute memberships to access Rabbit TV. Telebrands shall pay to the Company an amount equal to (i) the number of memberships sold and funds collected, multiplied by (ii) the greater of (A) seventy-five cents ($0.75) or (B) seven and one-half percent (7.5%) of net sales, as defined. In addition, the Company shall pay Telebrands thirty percent (30%) of the Company’s advertising revenue and is included in sales and marketing expense in the Company’s Statements of Operations (see Note 5).

On June 13, 2014, the Company amended the Distribution Agreement (“Amended Distribution Agreement”). The Amended Distribution Agreement added that the Company may market, promote, sell, and distribute memberships to access Rabbit TV Plus via the Internet. The Company shall pay to Telebrands the greater of (i) (A) the number of memberships sold and funds collected, multiplied by (B) seventy-five cents ($0.75) or (ii) fifty percent (50%) of the Company’s net profits derived from the Company’s sales under the Amended Distribution Agreement and is included in sales and marketing expense in the Company’s Statements of Operations.

The Company evaluated the criteria outlined in ASC Topic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Rabbit TV fees paid by customers through Telebrands is reported net of any fees payable to or retained by Telebrands. This is because, although the Company is the primary obligor, the Company does not establish the sales price and does not have credit risk. Rabbit TV Plus fees paid by customers to the Company is reported at gross. Since the Company is the primary obligor in the transaction, has latitude in establishing the sales price, and has the credit risk, revenue is recorded on a gross basis.

F-28

In August 2013, Telebrands reached a milestone in the Distribution Agreement (see Note 5) resulting in 4,000,000 warrants becoming exercisable, beginning July 16, 2016, at an exercise price of $0.25 per share, with a fair value of $840,000 (see Note 7). In accordance with ASC Topic 605-50, Customer Payments and Incentives (“ASC 605-50”), membership revenue is presented net of cash or equity instruments provided as sales incentives to customers and distributors of the Company’s memberships. When classification of sales incentives as a reduction of revenue results in negative revenue for a specific customer or distributor on a cumulative basis (that is, since inception of the overall relationship between the Company and the customer or distributor), then the amount of the cumulative shortfall is classified as an expense. Membership revenues for the nine months ended March 31, 2014 are net of $190,242 of incentives in the form of warrants to purchase the Company’s common stock (see Note 7) provided to a distributor of the Company’s memberships. The amount recognized net in revenues represents the cumulative revenues recognized on memberships sold through the distributor. The remaining value of the sales incentive of $649,758 is recognized in the nine months ended March 31, 2014 as incentives to distributor in Operating Costs and Expenses in the Company’s Statements of Operations.

Advertising and other revenue

The Company generates advertising revenue pursuant to arrangements with advertising affiliates and brokers. Under these arrangements, the Company provides the agencies and brokers the ability to sell advertising inventory on the Company’s service directly to advertisers. The Company reports this revenue net of amounts due to agencies and brokers because the Company is not the primary obligor under these arrangements nor does the Company set the pricing or establish or maintain the relationship with the advertisers.

Deferred revenue

Deferred revenue consists of both prepaid but unrecognized membership revenue and advertising fees received or billed in advance of the delivery or completion of the delivery of services. The Company classifies deferred revenue as short-term when the membership period is less than one year and as long-term when the membership period is greater than one year. The Company may pay sales incentives, in cash or by issuing equity instruments, to distributors of the Company’s memberships. Such sales incentives are not recognized as deferred revenue. Rather, sales incentives are recognized in current operations when issued, regardless of amounts in deferred revenue, which may have resulted from the distributors efforts. Deferred revenue is recognized as revenue when the services are provided and all other revenue recognition criteria have been met.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company maintains cash and cash equivalents with domestic financial institutions of high credit quality. For accounts receivable, the Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, evaluation of their credit history, and review of the invoicing terms of the contract.

Accounts receivables are reported net of an allowance for doubtful accounts when applicable. The allowance for doubtful accounts reflects management’s best estimate of probable losses inherent in the accounts receivable balance at each reporting date. Management determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. The Company recognized no bad debt expense for the nine months ended March 31, 2015 and 2014 nor has the Company recognized an allowance for doubtful accounts at March 31, 2015 and June 30, 2014.

F-29

The Company had two customers, Telebrands and Google, that accounted for 10% or more of total revenue, excluding incentives to distributors and deferred memberships, comprising 36.0% and 97.9% of total revenue, excluding incentives to distributors and deferred memberships, on a combined basis for the nine months ended March 31, 2015 and 2014. The Company had one customer, Telebrands, that accounted for 10% or more of total accounts receivable as of March 31, 2015 and June 30, 2014, comprising 95.7% and 95.0%, respectively, of total accounts receivable.

Cost of Revenue

Cost of revenue consists primarily of hosting, product development, and infrastructure costs and the salaries and benefits related to employees in software engineering, facilities-related expenses, and information technology associated with supporting those functions. Hosting costs consist of content streaming, maintaining our internet service and creating and serving advertisements through third-party ad servers. The Company makes payments to third-party ad servers in the period in which the advertising impressions are delivered or click-through actions occur, and accordingly records this as a cost of revenue in the related period. The Company incurs product development expenses primarily for improvements to the Company’s website, the apps, development of new advertising products and development and enhancement of the guide and streaming system. Product development costs are generally expensed as incurred. Certain website development and internal use software development costs may be capitalized when specific criteria are met. In such cases, the capitalized amounts are amortized to cost of revenue over the useful life of the related application once the application is placed in service.

Compensation and Benefits

Compensation and benefits consists primarily of employee-related costs, including salaries and benefits related to employees in finance, accounting, internal information technology and other administrative personnel and stock based compensation.

Sales and Marketing

Sales and marketing consists primarily of employee-related costs, including salaries, commissions and benefits related to employees in sales, sales support and marketing departments. In addition, sales and marketing expenses include external sales and marketing expenses such as third-party marketing, branding, advertising, public relations expenses, commissions, facilities-related expenses, and infrastructure costs.

General and Administrative

General and administrative expenses include professional services costs for outside legal and accounting services, facilities-related expenses, travel costs, third party customer support, and credit card fees.

Fair Value of Financial Instruments

The Company follows the provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures” for financial instruments. This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 permits an entity to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period.

F-30

ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in level 1 that are directly or indirectly observable for the asset or liability. Such inputs include quoted prices in active markets or similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs are unobservable inputs for the asset or liability. Such inputs are used to measure fair value when observable inputs are not available.

As of March 31, 2015 and June 30, 2014, the carrying amounts of the Company’s financial assets and liabilities, such as accounts receivable, notes receivable, accounts payable, accrued expenses, accrued salaries and benefits, and accrued interest approximate the fair values due to the short-term nature of the instruments.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

Accounts Receivable

Accounts receivable are reported net of an allowance for doubtful accounts when applicable. The Company recognized no bad debt expense for each of the nine months ended March 31, 2015 and 2014 nor has the Company recognized an allowance for doubtful accounts at March 31, 2015 and June 30, 2014.

Property and Equipment

Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the assets and its eventual disposition exceeds its carrying amount. The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated fair value.

F-31

Software Development Costs

The Company applies the principles of ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company has adopted the “tested working model” approach to establishing technological feasibility for its applications. Under this approach, the Company does not consider an application in development to have passed the technological feasibility milestone until the Company has completed a model of the product that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. To date, the Company has not incurred significant costs between the establishment of technological feasibility and the release of an application; thus, the Company has expensed all software development costs as incurred.

Deferred Offering Costs

Deferred offering costs, which primarily consist of direct legal fees relating to the initial public offering ("IPO"), are capitalized within current assets. The deferred issuance costs will be offset against IPO proceeds upon the consummation of the offering. In the event the offering is terminated, deferred offering costs will be expensed. As of June 30, 2014, the Company had recognized deferred offering costs for legal services totaling $50,000 in the accompanying Condensed Balance Sheets. During the nine months ended March 31, 2015, the Company charged these costs to general and administrative expenses in the accompanying Statements of Operations.

Accrued Expenses

The Company incurs periodic expenses such as research and development, salaries, facility costs, and professional fees. An accrual for expenses is necessary when expenses have been incurred by the Company prior to them being paid. When a vendor’s invoice is not received, the Company is required to estimate its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The Company estimates accrued expenses as of each balance sheet date based on facts and circumstances known at that time. The Company periodically confirms the accuracy of its estimates with the service providers and makes adjustments if necessary.

Income Tax Provision

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been reflected in the financial statements. Deferred tax assets and liabilities are determined based on the differences between the book and tax basis of assets and liabilities and operating loss carryforwards, using tax rates expected to be in effect for the years in which the differences are expected to reverse. Such differences arise from net operating loss carryforwards. The Company records a valuation allowance to reduce deferred income tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Employee Stock Based Compensation

Stock based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock based award is recognized as an expense over the requisite service period of the award on a straight-line basis. The Company will recognize compensation expense, measured as the fair value of the warrants on grant date, when a Performance Condition is considered probable of occurring.

F-32

For purposes of determining the variables used in the calculation of stock based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

Stock Based Compensation Issued to Nonemployees

Common stock issued to non-employees for acquiring goods or providing services is recognized at fair value when the goods are obtained or over the service period. If the award contains performance conditions, the measurement date of the award is the earlier of the date at which a commitment for performance by the non-employee is reached or the date at which performance is reached. A performance commitment is reached when performance by the non-employee is probable because of sufficiently large disincentives for nonperformance.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, which will update Codification topic: Revenue from Contracts with Customers. The principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which entity expects to be entitled in exchange for those goods or services. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Management is currently evaluating the impact ASU 2014-09 will have on the Company’s financial position, results of operations and cash flows. In April 2015, the FASB approved issuing an exposure draft to extend the effective date of ASU 2014-09 by a year for both public and non-public companies.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance regarding management’s responsibility to assess whether substantial doubt exists regarding the ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). This ASU is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Management is currently evaluating the new guidance and has not determined the impact this standard may have on the Company’s condensed financial statements.

F-33

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

		March 31,			June 30,
	Estimated Life	2015			2014
Property and equipment	5 years	$	16,936		$	11,961
Accumulated depreciation			(4,322	)		(1,781	)
Total		$	12,614		$	10,180

Depreciation expense was $2,541 and $826 for the nine months ended March 31, 2015 and 2014, respectively, and is classified in general and administrative expenses in the Condensed Statements of Operations.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Distribution Agreement

On October 15, 2012, the Company entered into a Distribution Agreement with Telebrands. The Distribution Agreement provides the right to Telebrands to market, promote, sell, and distribute memberships to access Rabbit TV. Telebrands shall pay to the Company an amount equal to (i) the number of memberships sold and funds collected by (ii) the greater of (A) seventy-five cents ($0.75) or (B) seven and one-half percent (7.5%) of net sales, as defined. In addition, the Company shall pay Telebrands thirty percent (30%) of the Company’s advertising revenue, the cost of which is included in sales and marketing expense in the Company’s Statements of Operations, when accrued. The Distribution Agreement also provided that Telebrands shall purchase 4,000 shares of the Company’s common stock for proceeds of $1,000 and the Company issued to Telebrands ten-year warrants to purchase up to 20,000,000 shares of the Company’s common stock (of which 4,000,000 warrants were earned in 2013 and become exercisable on July 16, 2016), with an exercise price of $0.25 per share. If Telebrands continues to meet various agreed milestones of membership sales, the warrants become exercisable beginning July 16, 2016 through October 14, 2022 (see Note 7).

On June 13, 2014, the Company amended the Distribution Agreement (“Amended Distribution Agreement”). The Amended Distribution Agreement added that the Company may market, promote, sell, and distribute memberships to access Rabbit TV Plus via the Internet. The Company shall pay to Telebrands the greater of (i) (A) the number of memberships sold and funds collected, multiplied by (B) seventy-five cents ($0.75) or (ii) fifty percent (50%) of the Company’s net profits derived from the Company’s sales under the Amended Distribution Agreement, the cost of which is included in sales and marketing expense in the Company’s Statements of Operation, when accrued.

The agreements terminate on December 31, 2017 unless extended for five (5) years or terminated early based on minimum memberships sold.

As of March 31, 2015, the Company had no amounts owed to Telebrands and Telebrands owed the Company a total of $646,536 comprised of the balance due on October 2014 billings of $1,971, February 2015 billings of $22,196 paid in April 2015 and March 2015 billings of $25,052 paid in April 2015, a total of $942,299 billed as a result of a reconciliation of memberships sold through December 31, 2014, offset partially by $344,982 pursuant to Setoff Agreement with Telebrands.

Although the Company’s monthly billings to Telebrands continue to be paid currently by Telebrands, through March 2015, the Company completed a reconciliation of memberships sold from January 2013 through December 2014, and billed Telebrands approximately $942,000 for past due memberships sold, and recorded $1,255,492 and $931,590 as long-term deferred revenue at March 31, 2015 and June 30, 2014, respectively, in the accompanying Balance Sheets.

F-34

On October 29, 2014, the Company signed a Setoff Agreement (“Setoff Agreement”) with Telebrands in which approximately $261,000 that was owed by the Company to Telebrands was setoff and applied against the amounts owed by Telebrands to the Company. In addition, with the consent of Telebrands, the Company may from time to time, but no more frequently than monthly, setoff and apply against any amount owed by Telebrands to the Company. On March 31, 2015, the Company offset an additional approximately $84,000. The Company considers the amount owed by Telebrands to be fully collectible and provided no allowance for bad debts. In the future, the Company plans to reconcile memberships sold each quarter based on a one-quarter lag.

Voting Trust Agreement

On October 15, 2012, the Company entered into a Voting Trust Agreement (“Voting Trust Agreement”) with Telebrands and the Company’s CEO. The Voting Trust Agreement appoints CEO as the trustee of all the shares of the Company’s common stock that Telebrands owns at any time (the “Entrusted Shares”). Telebrands currently owns 4,000 shares of the Company’s common stock and warrants to purchase up to 20,000,000 share of the Company’s common stock (of which 4,000,000 are earned and become exercisable on July 16, 2016). Pursuant to the Voting Trust Agreement, CEO is entitled to exercise all rights relating to the voting and disposition of the Entrusted Shares, provided, however, CEO is not allowed to effect a disposition or permit registration of the Entrusted Shares with the Securities and Exchange Commission or any state securities administrators unless Nextelligence, which is majority owned and controlled by CEO, simultaneously effects a disposition or permits registration of an identical proportion of the Company’s voting securities of the Company that Nextelligence holds on the same terms and conditions. In addition, CEO may not permit a disposition or registration of any voting securities of the Company that Nextelligence holds unless he simultaneously effects a disposition or registration of an identical proportion of the Entrusted Shares on the same terms and conditions.

The term of such trust ends upon the earlier of, CEO ceasing to be an affiliate of the Company, as defined in the Voting Trust Agreement, or the disposition of all of the Entrusted Shares.

The Company is obligated to indemnify CEO against any liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses paid or incurred by him in connection with the Voting Trust Agreement, unless those paid or incurred are a result of the gross negligence, willful misconduct or bad faith of CEO.

Related Party Technology Agreement

On June 30, 2011 the Company entered into a Technology Agreement, as amended, with Nextelligence. The Technology Agreement provides for the Company to license Technology from Nextelligence and for Nextelligence to provide hosting services, office space, and accounting and administrative services to the Company. The Company shall pay Nextelligence each month for the amount of the actual costs incurred by Nextelligence plus 20% for these service plus 4% of gross revenues, as defined, as a technology license fee. The Technology Agreement was amended on July 31, 2014 to change the monthly payment to Nextelligence to $23,000 for the services plus 4% of gross revenues, as defined, as a technology license fee, and terminates forty (40) years from the date of the Technology Agreement. Nextelligence has a greater than 50% ownership of the Company and therefore, the Company is considered a subsidiary of Nextelligence. The Company’s CEO is also the CEO of Nextelligence.

F-35

Through June 30, 2014, the Company recorded a receivable totaling $396,543 for amounts erroneously overcharged by Nextelligence for its Administrative Support and Development. On January 2, 2015, the Company agreed to purchase from Nextelligence for $400,000 certain software, which is used as a Media Content Management System by which the Company organizes and delivers content to its customers, and offset the purchase price with the receivable from Nextelligence, resulting in the Company paying $3,457 to Nextelligence for the difference. As the purchase transaction is between entities under common control, the Company has recognized the purchased software at the carrying value recognized by Nextelligence ($0), resulting in the Company recognizing a dividend to Nextelligence in the amount of $400,000 recorded as a reduction of additional paid-in capital.

The Company paid approximately $292,000 and $353,000, to Nextelligence in the nine months ended March 31, 2015 and 2014, respectively, for services provided to the Company.

Employment Agreements

Chief Executive Officer

Effective June 27, 2011, the Company entered into a consulting agreement with its CEO under which he is to receive an annual compensation of $200,000 and certain additional benefits. The consulting agreement expired on June 30, 2013. Past due balances accrue interest at 12%. Effective July 1, 2013, the Company entered into an employment agreement with the CEO under which he is to receive an annual compensation of $200,000 and certain additional benefits including reimbursement for all automobile expenses incurred by the CEO in connection with the performance of his duties under this Agreement. On July 1, 2014, the Company amended the employment agreement with its CEO to include a $2,500 per month automobile allowance in place of all automobile expenses. The term of the agreement continues until June 30, 2019 and is renewed for successive one-year periods by mutual consent at the end of the term. An annual cash bonus may be paid at the discretion of the Board of Directors. If the CEO is terminated by the Company other than for cause or as a result of death or permanent disability or if the CEO terminates his employment for good reason, which includes a change of control, he shall receive payment in respect of compensation earned but not yet paid. In addition, on both October 19, 2012 and December 31, 2012, the Company issued the CEO warrants to purchase 5,000,000 shares with an exercise price of $0.25, in which 2,500,000 warrants vest and become exercisable on July 15, 2016 and 2017, respectively, and expire on October 18, 2022 with respect to the October 2012 issuance and on December 30, 2022 with respect to the December 2012 issuance (see Note 7). The CEO is also the CEO of Nextelligence.

For the nine months ended March 31, 2014, the Company paid the CEO a total of $23,397 for salary and $1,221 for automobile expenses. For the nine months ended March 31, 2015, the Company made payments totaling $152,872 to the CEO for salary and $22,500 for an automobile allowance.

The Company has accrued expenses of $140,269 under Accrued Salaries and Benefits Related Party - CEO for unpaid amounts due at March 31, 2015. The Company recognized an expense of $148,162 for CEO wages and $22,500 for an automobile allowance for the nine months ended March 31, 2015 within compensation and benefits in the Condensed Statement of Operations.

F-36

Chief Financial Officer

Effective April 28, 2014, the Company entered into an employment agreement (“2015 Employment Agreement”) with its Chief Financial Officer (“CFO”) under which he is to receive an annual compensation of $250,000. Pursuant to an amendment on June 10, 2014 and in exchange for reducing his compensation by $100,000 for the employment year ending April 27, 2015 (“2015 Employment Year”), the Company issued the CFO an award of 400,000 shares of common stock with a fair value $100,000. The shares will be earned over the 2015 Employment Year. The term of the 2015 Employment Agreement continues until April 27, 2015 and automatically extended on a month-to-month basis at the end of the term. An annual cash bonus may be paid at the discretion of the Board of Directors. If the CFO is terminated by the Company as a result of death or permanent disability or if the CFO terminates his employment for good reason he shall receive payment in respect of compensation earned but not yet paid. If the CFO is terminated by the Company other than due to his death or disability or for cause, the Company would be obligated to pay the CFO at a rate of $250,000 per year (i) for three months subsequent to the termination date if the termination date is on or before April 27, 2015, and (ii) for nine months subsequent to the termination date if the termination date is subsequent to April 27, 2015. In addition, on April 28, 2014, the Company issued the CFO warrants to purchase 274,033 shares of the Company’s common stock, with an exercise price of $0.25, that vest and become exercisable on July 31, 2015 only if the Company closes a registered public offering of its equity securities, or has a change in control, on or before April 28, 2015 (collectively, “the Performance Condition”). The warrants expire on July 31, 2018 (see Note 7).

Effective April 28, 2015, the Company entered into a new employment agreement (“2016 Employment Agreement”) with the CFO which replaces the existing 2015 Employment Agreement. Under the 2016 Employment Agreement, the CFO is to receive an annual compensation of $150,000 for the year ending April 27, 2016 (“2016 Employment Year”), and $250,000 per annum thereafter until a new extension is executed between the parties. Pursuant to this agreement, the warrants to purchase 274,033 shares of the Company’s common stock previously issued to the CFO shall vest upon the execution of this agreement (see Note 7). The Company will recognize compensation expense equal to the fair value of the modified warrants on April 28, 2015. In addition, the Company issued 675,000 shares of common stock to the CFO in consideration of services to be rendered by the CFO to the Company for the 2016 Employment Year. The shares will be earned ratably over the 2016 Employment Year. The Company will recognize compensation expense equal to the grant date fair value of the award over the vesting period. An annual bonus may be paid at the discretion of the Board of Directors. If the CFO is terminated by the Company as a result of death or permanent disability or if the CFO terminates his employment for good reason, the CFO shall receive payment in respect of compensation earned but not yet paid. If the CFO is terminated by the Company other than due to his death or disability or for cause, the Company would be obligated to pay the CFO at the rate of $250,000 per annum for a period of six months subsequent to the terminated date.

Legal Services Agreement

On June 27, 2011, the Company entered into an agreement with its outside legal firm, as amended, pursuant to which the Company will be provided legal service in the amount of $5,000 per month. The agreement shall continue until either the first to occur (i) the date a registration statement is filed with the Securities and Exchange Commission or (ii) December 31, 2014. Several partners in this legal firm are also shareholders of the Company.

The Company has accrued expenses of $225,000 and $180,000 under Accrued Legal Expenses in the accompanying Condensed Balance Sheets at March 31, 2015 and June 30, 2014, respectively. The Company recognized an expense for these services of $45,000 for each of the nine months ended March 31, 2015 and 2014, within general and administrative in the Condensed Statement of Operations. No payments have been made for the nine months ended March 31, 2015 and 2014.

Past due balances accrue interest at 12% and the Company has recorded a balance due of $49,475 and $31,470 under Accrued Interest Payable in the accompanying Condensed Balance Sheets at March 31, 2015 and June 30, 2014, respectively. The Company recognized interest expense of $18,005 and $12,600 for the nine months ended March 31, 2015 and 2014, respectively, within Interest Expense in the Condensed Statement of Operations.

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Consulting Agreement

On July 20, 2011, the Company entered into a consulting agreement with Bonsai Group. The Bonsai Group is owned by a family member of one of the partners in the legal firm referred to in the Legal Services Agreement above (the “Lawyer/Shareholder”). The agreement paid a monthly consulting fee of $7,500, commenced September 1, 2011 and continued until August 1, 2012. Past due balances accrue interest at 12%. On November 16, 2012, the amount owed of $95,679 (including $13,179 of accrued interest) was acquired by the Lawyer/Shareholder from his family member (see Note 6).

Legal

The Company is involved from time to time in various disputes, lawsuits, and other matters arising in the ordinary course of business.  Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters. No accruals were considered necessary in the accompanying Condensed Financial Statements.

NOTE 6 – NOTES payable

On July 20, 2011, the Company entered into an unsecured $100,000 promissory note (“Promissory Note”) from Orchid Group. The Orchid Group is also owned by the same family member of the Lawyer/Shareholder referred to under Consulting Agreement in Note 5. The Promissory Note accrues interest at 10% per annum beginning September 1, 2011 and becomes due and payable on August 1, 2012. On November 16, 2012, the amount owed of $132,561 (including $32,561 of accrued interest) was acquired by the Lawyer/Shareholder from his family member.

On October 12, 2012, the Company entered into an unsecured $25,000 promissory note (“Note”) from the Lawyer/Shareholder. The Note accrues interest at 18% per annum and became due and payable on November 12, 2012.

On November 16, 2012, the Company entered into a Forbearance Agreement (“Forbearance Agreement”) with the Lawyer/Shareholder of the Company’s notes payable, accounts payable, and the related accrued interest (collectively, “Obligations”). The Forbearance Agreement extended the due date of the Company’s Obligations to November 15, 2013. In addition, the Company issued warrants to the Lawyer/Shareholder to purchase up to 5,000,000 shares with an exercise price of $0.25 per share, a fair value of $1,000,000, and have a term of ten years (see Note 7).

The Company analyzed the transaction in accordance with ASC Topic 470-50-40, Extinguishment of Debt. The debt was extinguished through the issuance of common stock recorded through equity as discussed above and the issuance of 5,000,000 warrants resulting in a charge of $1,000,000 through the Condensed Statement of Operations as a loss on extinguishment of debt.

On June 30, 2013, the Company issued a total of 1,025,831 shares of common stock to extinguish Obligations totaling $256,458 owed to the Lawyer/Shareholder (see Note 8).

F-38

NOTE 7 – WARRANTS

Warrants Issued to Employees

On April 28, 2014, the Company entered into an employment agreement with its CFO, under which the Company issued him warrants to purchase 274,033 shares of the Company’s common stock, with an exercise price of $0.25, that vest and become exercisable on July 31, 2015 only if the Company closes a registered public offering of its equity securities, or has a change in control, on or before April 28, 2015. Effective April 28, 2015, the Company entered into the 2016 Employment Agreement with the CFO whereby the warrants to purchase 274,033 shares of the Company’s common stock previously issued to the CFO shall vest upon the execution of the 2016 Employment Agreement. The Company will recognize compensation expense equal to the fair value of the modified warrants on April 28, 2015.

In the first quarter of fiscal year 2014, the Company issued to nine of its employees, warrants to purchase 925,000 shares, with an exercise price of $0.25, which vest and become exercisable on August 15, 2015 provided that the employee remains continuously employed through August 14, 2015. The warrants expire on August 14, 2018. The fair value on the grant date was $129,250. The Company recognized an expense for these services of $48,597 and $40,392 for the nine months ended March 31, 2015 and 2014, respectively, within compensation and benefits in the Condensed Statement of Operations.

On December 31, 2012, the Company amended the employment agreement with its CEO, under which the Company issued him warrants to purchase 5,000,000 shares, with an exercise price of $0.25, in which 2,500,000 warrants vest and become exercisable on July 15, 2016 and 2017, respectively, and expire on December 30, 2022. The warrants become immediately exercisable upon a change in control of the Company. The fair value on grant date was $925,000. The Company recognized an expense for these services of $173,858 for each of the nine months ended March 31, 2015 and 2014, respectively, within compensation and benefits in the Statement of Operations.

On October 19, 2012, the Company issued its CEO warrants to purchase 5,000,000 shares, with an exercise price of $0.25 in which 2,500,000 warrants vest and become exercisable on July 15, 2016 and 2017, respectively, and expire on October 18, 2022. The warrants become immediately exercisable upon a change in control of the Company. The fair value of the warrants on grant date was $925,000. The Company recognized an expense for these services of $165,451 for each of the nine months ended March 31, 2015 and 2014, respectively, within compensation and benefits in the Condensed Statement of Operations.

Warrants Issued to Nonemployees

In August 2013, Telebrands reached a milestone in the Distribution Agreement (see Note 5) resulting in 4,000,000 warrants becoming exercisable beginning July 16, 2016, at an exercise price of $0.25 per share. In accordance with ASC 605-50, the Company recognized the fair value of the warrants of $840,000 as a $190,242 reduction of membership revenue and $649,758 as incentives to distributor in Operating Costs and Expenses for the nine months ended March 31, 2014 in the Condensed Statement of Operations.

On November 16, 2012, the Company entered into a Forbearance Agreement with the Lawyer/Shareholder, under which the Company issued warrants to purchase up to 5,000,000 shares, with an exercise price of $0.25 per share, in which 2,500,000 warrants vest and become exercisable on July 15, 2016 and 2017, respectively, and expire on November 15, 2022. The warrants become immediately exercisable upon a change in control of the Company. The Company recognized the fair value of the warrants of $1,000,000 as a loss on extinguishment of debt classified in the Condensed Statement of Operations.

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Valuation of Warrants

Management used the Black-Scholes valuation model to value the warrants with known inputs from the third party sales (warrant term, exercise price and expiration date) and assumptions for expected volatility rate; dividend rate; and risk free interest rate. The table summarizes the Black-Scholes assumptions used in the valuation of the warrants:

	Nine Months Ended March 31, 2014
	Low			High
Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		76.09	%		85.63	%
Risk-free interest rate		0.63	%		2.78	%
Expected term of warrants (years)		3.4			9.1
Stock price	$	0.25		$	0.25
Exercise price	$	0.25		$	0.25

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends on the Company’s common stock.

Expected stock-price volatility. The expected stock-price volatility assumption is based on volatilities of the Internet Software and Services/Application Software Index in the sub-$50 million market cap.

Risk-free interest rate. The Company bases the risk-free interest rate assumption on observed interest rates appropriate for the expected term of the stock option grants.

Expected term of warrants. The expected term of warrants represents the period of time that warrants are expected to be outstanding. Because the Company does not have historic exercise behavior, the Company determines the expected life assumption using the simplified method, which is an average of the contractual term of the warrant and its ordinary vesting period.

The Company analyzed the warrants issued (“Warrants”) in accordance with ASC 815, Derivatives and Hedging, to determine whether the Warrants meet the definition of a derivative under ASC 815 and, if so, whether the Warrants meet the scope exception of ASC 815, which is that contracts issued or held by the reporting entity that are both (1) indexed to its own stock and (2) classified in stockholders’ equity shall not be considered to be derivative instruments. The provisions of ASC 815 subtopic 40, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock, (“ASC 815 subtopic 40”) apply to any freestanding financial instruments or embedded features that have the characteristics of a derivative, as defined by ASC 815 and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. The Company concluded the Warrants are equity instruments since they contain no provisions which would preclude the Company from accounting for the Warrants as equity.

F-40

The following represents a summary of the Warrants outstanding at March 31, 2015 and changes during the period then ended:

	Warrants		Weighted Average Exercise Price
Outstanding at June 30, 2013		35,000,000	$	0.25
Granted		1,199,033		0.25
Exercised		-		-
Expired/Forfeited		-		-
Outstanding at June 30, 2014		36,199,033	$	0.25
Granted		-		-
Exercised		-		-
Expired/Forfeited		-		-
Outstanding at March 31, 2015		36,199,033	$	0.25
Exercisable at March 31, 2015		-	$	-

NOTE 8 – STOCK transactionS

Common Stock Sales

During the nine months ended March 31, 2014, the Company sold 348,000 shares of its common stock for proceeds of $87,000.

Common Stock Issuances for Debt and Accounts Payable Conversions

On June 30, 2013, the Company issued 643,113 shares of common stock to extinguish $125,000 of outstanding principal on notes payable and $35,778 of accrued interest to the Lawyer/Shareholder (see Note 6).

On June 30, 2013, the Company issued 1,554,803 shares of common stock to extinguish $388,700 of outstanding accounts payable and accrued interest, which includes 1,172,085 shares of common stock valued at $293,021 to Nextelligence and 382,718 shares of common stock valued at $95,679 to the Lawyer/Shareholder.

Employee Stock Based Compensation

As described in Note 5, on April 28, 2015, the Company issued 675,000 shares of common stock to the CFO in connection with the 2016 Employment Agreement.

On June 10, 2014, as consideration for our CFO reducing his cash compensation by $100,000 for the Employment Year ending April 27, 2015, the Company issued an award of 400,000 shares of common stock valued at $100,000 to our CFO. The shares will be earned over the Employment Year.

On June 30, 2013, as consideration for amounts owed to our CEO under a prior consulting arrangement, the Company issued 1,435,138 shares of common stock valued at $358,785 ($318,781 of consulting fees and $40,004 of interest) to our CEO. The shares were earned immediately. The value of each of the awards was determined by reference to contemporaneous sales of the Company’s common stock to third parties.

F-41

NOTE 9 – Related Party Transactions

Other than as set forth below, and as disclosed in Notes 5, 7, and 8, the Company has not entered into or been a participant in any transaction in which a related person had or will have a direct or indirect material interest.

NOTE 10 – INCOME TAXES

FASB ASC 740 “Income Taxes” contains guidance with respect to uncertain tax positions which applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amounts to recognize. Tax positions that meet the more likely than not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority.

The Company does not have any unrecognized tax benefits which would favorably affect the effective tax rate if recognized in future periods, or accrued penalties and interest. If such matters were to arise, the Company would recognize interest and penalties related to income tax matters in income tax expense.

The Company files income tax returns in the U.S. federal jurisdiction and the state of Florida. For both federal and state income tax purposes, the Company’s fiscal 2011 through 2014 tax years remain open for examination by the tax authorities.

NOTE 11 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through August 11, 2015, which is the date the financial statements were available to be issued. 

F-42

FreeCast, INC.

___________shares of common stock

PROSPECTUS

Maxim Group LLC

, 2015

Through and including            , 2015 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or membership.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses, all of which will be borne by the registrant, in connection with the sale and distribution of the securities being registered, other than the underwriting discounts and commissions. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee.

SEC registration fee*	$
FINRA filing fee*	$
Accounting fees and expenses*	$
Legal fees and expenses*	$
Printing and Engraving*	$
Transfer agent and registrar fees*	$
Miscellaneous*	$

* To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

Pursuant to Section 607.0850 of the Florida Revised Statutes, we have the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Registrant, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our Articles of Incorporation and Bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by Florida law.

With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the common shares being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

II-1

Item 15. Recent Sales of Unregistered Securities.

The information below lists all of the securities sold by us during the past three years which were not registered under the Securities Act:

During fiscal year 2014, we sold 1,014,000 shares of our common stock to 14 accredited investors for proceeds of $253,000. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

In fiscal year 2014, we issued nine of our employees warrants to purchase an aggregate of 925,000 shares of our common stock with an exercise price of $0.25 per share. The warrants are exercisable subsequent to August 14, 2015 through August 14, 2018. The warrants were issued under certain compensatory benefit plan pursuant to the exemption from registration contained in Rule 701 under the Securities Act.

On April 15, 2014, we entered into an employment agreement with Christopher M. Savine, our Chief Financial Officer, pursuant to which we issued him warrants to purchase 274,033 shares of our common stock at an exercise price of $0.25 per share. The warrants become exercisable if the Company completes a registered public offering of its equity securities, or has a change in control, on or before April 28, 2015. The warrants expire on July 31, 2018. On June 10, 2014, we amended and restated the employment agreement with Mr. Savine and, as consideration for his reducing his cash compensation by $100,000 for the service rendered between April 15, 2014 and April 15, 2015, we issued Mr. Savine 400,000 shares of common stock. The shares and warrants were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

During fiscal year 2013, we sold 1,300,000 shares of our common stock to 18 accredited investors for proceeds of $325,000. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

On June 30, 2013, we issued 1,168,085 shares of our common stock to Nextelligence, Inc. in exchange for the cancellation of $292,021 of outstanding accounts payable and accrued interest incurred under the Technology Agreement. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

On June 30, 2013, as consideration for Mr. Mobley’s cancellation of $358,785 debt of unpaid compensation to him accrued as of June 30, 2013, we issued 1,435,138 shares of our common stock to Mr. Mobley. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

During fiscal year 2012, we sold 1,530,000 shares of our common stock to 19 accredited investors for proceeds of $382,500. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

On December 31, 2012, we issued to William A Mobley, Jr., in consideration of services rendered and to be rendered, two warrants to purchase a total of 5,000,000 shares with an exercise price of $0.25 per share. Each warrant to purchase 2,500,000 shares becomes exercisable subsequent to July 15, 2016 and 2017, respectively, and expires on December 30, 2022. The warrants were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

II-2

On November 16, 2012, we entered into a forbearance agreement with a note holder, pursuant to which we issued two warrants to purchase up to 5,000,000 shares of our common stock with an exercise price of $0.25 per share. Each warrant to purchase up to 2,500,000 shares becomes exercisable subsequent to July 15, 2016 and 2017 and expires on November 15, 2022. The warrants were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering. On June 30, 2013, we issued 1,025,831 shares of our common stock pursuant to the conversion of $207,500 of outstanding principal on notes payable and $48,958 of accrued interest to the same note holder. The note was converted in accordance with the conversion terms. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

On October 19, 2012, we issued William A Mobley, Jr., in consideration of services rendered and to be rendered, two warrants to purchase a total of 5,000,000 shares of our common stock with an exercise price of $0.25 per share. Each warrant to purchase 2,500,000 shares becomes exercisable subsequent to July 15, 2016 and 2017, respectively, and expires on October 18, 2022. The warrants were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

On October 15, 2012, we entered into a Distribution Agreement with Telebrands Corp., pursuant to which we issued 4,000 shares of our common stock and warrants to purchase up to 20,000,000 shares of our common stock, with an exercise price of $0.25 per share. The warrants have a ten year term and become exercisable in tranches based on the number of memberships to our eMedia guide sold by Telebrands. Thus far, warrants for 4,000,0000 shares have been earned and become exercisable on July 16, 2016. The warrants expire on October 14, 2022. The shares and warrants were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

On June 30, 2011 we entered into a Technology License and Development Agreement (as amended on October 19, 2012 and July 1, 2013, the “Technology Agreement”), with Nextelligence, Inc. (“Nextelligence”), which is majority owned and controlled by William A. Mobley, Jr., our Chief Executive Officer and a director. Pursuant to the Technology Agreement we issued an aggregate of 20,000,000 shares to Nextelligence. The shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this Registration Statement:

1.1	Form of Underwriting Agreement*
3.1	Amended and Restated Certificate of Incorporation of the Registrant
3.2	Bylaws of the Registrant
4.1	Form of Common Stock Certificate*
4.2	Form of Employee Warrant
4.3	Warrant issued to Gary D. Lipson dated November 16, 2012

II-3

4.4	Warrant issued to Gary D. Lipson dated November 16, 2012
4.5	Warrant issued to William A. Mobley, Jr. dated October 19, 2012
4.6	Warrant issued to William A. Mobley, Jr. dated October 19, 2012
4.7	Warrant issued to William A. Mobley, Jr. dated December 31, 2012
4.8	Warrant issued to William A. Mobley, Jr. dated December 31, 2012
4.9	Warrant issued to Telebrands Corp., dated October 15, 2012
4.10	Warrant issued to Telebrands Corp., dated October 15, 2012 *
4.11	Warrant issued to Telebrands Corp., dated October 15, 2012 *
4.12	Warrant issued to Telebrands Corp., dated October 15, 2012 *
5.1	Opinion of Loeb & Loeb LLP regarding legality*
10.1	Distribution Agreement between FreeCast, Inc. and Telebrands Corp., dated October 15, 2012
10.2	Amendment Number One to Distribution Agreement between FreeCast, Inc. and Telebrands Corp., dated June 13, 2014
10.3	Voting Trust Agreement by and among William A. Mobley, Jr., FreeCast, Inc. and Telebrands Corp. dated October 15, 2012
10.4	Amended and Restated Technology License and Development Agreement between Nextelligance, Inc. and FreeCast, Inc., dated October 19, 2012
10.5	Amendment to Amended and Restated Technology License and Development Agreement, dated July 1, 2013
10.6	Employment Agreement between FreeCast, Inc. and William A. Mobley, Jr., dated July 1, 2013
10.7	Amendment to Employment Agreement between FreeCast, Inc. and William A. Mobley, Jr., dated July 1, 2014
10.8	Amended and Restated Employment Agreement between FreeCast, Inc. and Christopher M. Savine, dated June 10, 2014
10.9	Employment Agreement between FreeCast, Inc. and Christopher M. Savine, dated April 28, 2015.*
10.10	MCMS Purchase Agreement between FreeCast, Inc. and Nextelligence, Inc., dated January 2, 2015
10.11	Sublease agreement between FreeCast, Inc. and Nextelligence, Inc., dated July 1, 2014.
14.1	Code of Ethics of FreeCast, Inc. Applicable To Directors, Officers And Employees*
21.1	Subsidiaries of the Registrant*
23.1	Consent of EisnerAmper LLP

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23.2	Consent of Loeb & Loeb LLP (included in Exhibit 5.1)*
24.1	Power of Attorney (included on signature page)

* To be filed by amendment.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, Florida, on August 12, 2015.

FREECAST, INC.
By:	/s/ William A. Mobley, Jr.
	Name: William A. Mobley, Jr.
	Title: Chief Executive Officer

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of William A. Mobley, Jr. and Christopher M. Savine his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date
/s/ William A. Mobley, Jr.	Chief Executive Officer and Chairman of the Board of Directors	August 12, 2015
William A. Mobley, Jr.	(principal executive officer)
/s/ Christopher M. Savine	Chief Financial Officer	August 12, 2015
Christopher M. Savine	(principal accounting and financial officer)
/s/ Eric William John Seidel	Director	August 12, 2015
Eric William John Seidel
/s/ David Gust	Director	August 12, 2015
David Gust

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EX-3.1

Exhibit 3.1

 

FreeCast, Inc.

Articles of Amendment and Restatement

          Pursuant to the applicable provisions of the Florida Statutes, FreeCast, Inc., a Florida corporation, does hereby amend and restate its Articles of Incorporation.

          1.          The name of the corporation whose Articles of Incorporation are being amended and restated by these Articles of Amendment and Restatement is FreeCast, Inc., a Florida corporation.

          2.           The Amended and Restated Articles of Incorporation of FreeCast, Inc., a Florida corporation, shall read as follows:

Amended and Restated Articles of Incorporation
of
FreeCast. Inc.

          The undersigned does hereby make, subscribe and file these Amended and Restated Articles of Incorporation:

ARTICLE I

Corporate Name

          The name of this corporation is: FreeCast, Inc.

ARTICLE II
Capital Stock

          The total number of shares of capital stock which this corporation shall have the authority to issue is Two Hundred Five Million (205,000,000) shares, consisting of Five Million (5,000,000) shares of Preferred Stock having a par value of $.0001 per share and Two Hundred Million (200,000,000) shares of Common Stock having a par value of $.0001 per share.

          The Board of Directors of this corporation is authorized, subject to the limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series and, by filing articles of amendment pursuant to the applicable law of the State of Florida, to establish from time to time the number of shares of Preferred Stock to be included in each such series and to determine and fix the designations, powers, preferences and rights of the shares of each such series (including without limitation the voting rights, dividend rights and preferences, liquidation rights and preferences, and conversion rights, if any, thereof) and the qualifications, limitations and restrictions thereof.

          All shares of Common Stock shall be identical with each other in every respect, and the holders thereof shall be entitled to one vote for each share of Common Stock upon all matters upon which the shareholders have the right to vote.

          The holders of record of any outstanding shares of Preferred Stock shall be entitled to dividends if, when and as declared by the Board of Directors of the corporation, at such rate per share, if any, and at such time and in such manner, as shall be determined and fixed by the Board of Directors of the corporation in the articles of amendment authorizing the series of Preferred Stock of which such shares are a part. No dividends shall be declared and paid, or declared and set aside for payment, on the shares of Common Stock unless and until all dividends, current and accumulated, if any, accrued on the outstanding shares of Preferred Stock shall be declared and paid or a sufficient amount shall have been set aside for the payment thereof.

          In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of record of the outstanding shares of Preferred Stock shall be entitled to receive such amount, if any, for each share of Preferred Stock, as the Board of Directors of the corporation shall determine and fix in the articles of amendment authorizing the series of Preferred Stock of which such shares of Preferred Stock are a part, and no more. If the assets of the corporation shall not be sufficient to pay to all holders of Preferred Stock the amounts to which they would be entitled in the event of a voluntary or involuntary liquidation, dissolution or winding up of the corporation, then the holders of record of each series of Preferred Stock which is entitled to share in the assets of the corporation in any such event shall be entitled to share in the assets of the corporation to the extent, if any, and in the manner, determined by the Board of Directors of the corporation in the articles of amendment authorizing the series of Preferred Stock of which such shares are a part, and no more, and, in any such case, the holders of record of shares of Preferred Stock of the same series shall be entitled to share ratably in accordance with the number of shares of Preferred Stock of the series so held of record by them to the extent, if any, that the series is entitled to share in the assets of the corporation in such event. No payment shall be made to the holders of shares of Common Stock of the corporation in the event of the voluntary or involuntary liquidation, dissolution or winding up of the corporation unless the holders of record of shares of Preferred Stock shall have been paid the full amount to which they shall be entitled in such event or unless a sufficient amount shall have been set aside for such payment.

          Upon the effectiveness of any “combination,” as such term is defined in Section 607.10025(1) of the Florida Business Corporation Act, the authorized shares of the classes or series affected by the combination shall not be reduced or otherwise affected by the percentage by which the issued shares of such class or series were reduced as a result of the combination.

ARTICLE III
Board of Directors

          The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors consisting of not less than one nor more than fifteen persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.

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          The directors of the Corporation shall be classified, with respect to the time for which they severally hold office, into three classes, Class I, Class II and Class III, each of which shall be as nearly equal in number as possible. At the 2014 annual meeting of shareholders, the Class I directors shall be elected to a term of office to expire at the 2015 annual meeting of shareholders, the Class II directors shall be elected to a term of office to expire at the 2016 annual meeting of shareholders, and the Class III directors shall be elected to a term of office to expire at the 2017 annual meeting of shareholders. At each annual meeting of shareholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election. Notwithstanding the foregoing provisions of this Article III, each director shall serve until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal from office.

          Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office, and the directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

          Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of not less than a majority of the voting power of all of the shares of the corporation entitled to vote for the election of directors.

ARTICLE IV
Indemnification

          This corporation shall indemnify and hold harmless its directors, officers, employees, attorneys and agents to the fullest extent permitted by laws of the State of Florida, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee, attorney or agent and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, this corporation shall not be obligated to indemnify any director, officer, employee, attorney or agent (or his or her heirs, executors or personal or legal representatives) in connection with any suit, action or proceeding (or part thereof) initiated by such person unless such suit, action or proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article IV shall include the right to be paid by this corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by this corporation of an undertaking by or on behalf of the person receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by this corporation under this Article IV.

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          The rights to indemnification and to the advancement of expenses conferred in this Article IV shall not be exclusive of any other right which any person may have or hereafter acquire under these Amended and Restated Articles of Incorporation (as now or hereafter in effect), the corporation’s Bylaws (as now or hereafter in effect), any statute, agreement, vote of shareholders or disinterested directors, or otherwise.

          This corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee, attorney or agent against any liability which may be asserted against him or her or incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not this corporation would have the power to indemnify him or her against such liability.

          No amendment, modification, alteration, change, supplement or repeal of all or any portion of this Article IV, nor the amendment, modification, alteration, change, supplement or repeal of all or any portion of the Bylaws, inconsistent with the provisions of this Article IV shall adversely affect the rights to indemnification and to the advancement of expenses of a director, officer, employee, attorney or agent existing at the time of such amendment, modification, alteration, change, supplement or repeal with respect to any act or omission occurring prior to the time of such amendment, modification, alteration, change, supplement or repeal.

ARTICLE V
Affiliated Transactions

          The corporation expressly elects not to be governed by Section 607.0901 of the Florida Business Corporation Act, as amended from time to time, relating to affiliated transactions.

ARTICLE VI
Control Share Acquisitions

          The corporation expressly elects not be governed by Section 607.0902 of the Florida Business Corporation Act, as amended from time to time, relating to control share acquisitions.

ARTICLE VII
Amendment

          The corporation reserves the right to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on the shareholders of the corporation hereunder are granted subject to this reservation. These Amended and Restated Articles of Incorporation may be amended in the manner provided by law.

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          3.          The foregoing Amended and Restated Articles of Incorporation of FreeCast, Inc., a Florida corporation, shall supercede the Articles of Incorporation of FreeCast, Inc. and all amendments thereto.

          4.          These Articles of Amendment and Restatement of FreeCast, Inc., a Florida corporation, were required to be approved by the Board of Directors and the shareholders of the corporation. These Articles of Amendment and Restatement were duly adopted by the unanimous vote of all of the members of the Board of Directors of FreeCast, Inc., a Florida corporation, at a telephonic meeting thereof duly called and held on December 24, 2013 and by the written consent of the shareholders of FreeCast, Inc., a Florida corporation, owning more than a majority of the issued and outstanding shares of Common Stock of the corporation as of December 24, 2013.

          5.          The only voting group entitled to vote on the amendments contained in these Articles of Amendment and Restatement was the holders of shares of Common Stock of FreeCast, Inc., a Florida corporation. The number of votes cast in favor of such amendment by the members of such voting group was sufficient for approval by that voting group.

          IN WITNESS WHEREOF, the corporation, by and through its undersigned director and officer thereunto duly authorized, has executed these Articles of Amendment and Restatement on December 24, 2013. 

FreeCast, Inc.
By
William A. Mobley, Jr.
Chairman of the Board and Chief Executive Officer

5

EX-3.2

Exhibit 3.2 

Amended and Restated

Bylaws

of

FreeCast, Inc.,

a Florida corporation,

As Adopted On

December 30, 2013

TABLE OF CONTENTS

			Page
ARTICLE I	DEFINITIONS		1
ARTICLE II	SHAREHOLDERS		2
	2.01	Place of Meetings	2
	2.02	Annual Meeting	2
	2.03	Special Meeting	2
	2.04	Fixing Record Date	2
	2.05	Notice of Meetings of Shareholders	3
	2.06	Waivers of Notice	3
	2.07	List of Shareholders	3
	2.08	Quorum of Shareholders; Adjournment	4
	2.09	Voting of Shares	4
	2.10	Ballots	4
	2.11	Proxies	4
	2.12	Selection and Duties of Inspectors at Meeting of Shareholders	4
	2.13	Organization and Conduct of Meeting	5
	2.14	Order of Business	6
	2.15	Action by Shareholders Without a Meeting	6
ARTICLE III	DIRECTORS		7
	3.01	General Powers	7
	3.02	Nominations for Directors	7
	3.03	Number; Qualification; Term of Office	8
	3.04	Election	8
	3.05	Newly Created Directorships and Vacancies	8
	3.06	Resignations	8
	3.07	Removal of Directors	8
	3.08	Compensation	9
	3.09	Place and Time of Meetings of the Board	9
	3.10	Annual Meeting	9
	3.11	Regular Meetings	9
	3.12	Special Meetings	9
	3.13	Adjourned Meetings	10
	3.14	Waiver of Notice	10
	3.15	Organization	10
	3.16	Quorum of Directors	10
	3.17	Action by the Board	10

ii

			Page
ARTICLE IV	COMMITTEES OF THE BOARD		11
ARTICLE V	OFFICERS		11
	5.01	Officers	11
	5.02	Removal of Officers	11
	5.03	Resignations	12
	5.04	Vacancies	12
	5.05	Compensation	12
	5.06	Chairman of the Board	12
	5.07	President	12
	5.08	Vice Presidents	12
	5.09	Secretary	13
	5.10	Treasurer	13
	5.11	Assistant Secretaries and Assistant Treasurers	13
ARTICLE VI	CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.		14
	6.01	Execution of Contracts	14
	6.02	Loans	14
	6.03	Checks, Drafts, Etc.	14
	6.04	Deposits	14
ARTICLE VII	STOCK AND DIVIDENDS		14
	7.01	Certificates Representing Shares	14
	7.02	Transfer of Shares	15
	7.03	Transfer and Registry Agents	15
	7.04	Lost, Destroyed, Stolen and Mutilated Certificates	15
	7.05	Regulations	15
	7.06	Restrictions on Transfer	15
	7.07	Dividends, Surplus, Etc.	16

iii

			Page
ARTICLE VIII	INDEMNIFICATION		16
ARTICLE IX	BOOKS AND RECORDS		17
	9.01	Books and Records	17
	9.02	Form of Records	17
	9.03	Inspection of Books and Records	17
ARTICLE X	SEAL		18
ARTICLE XI	FISCAL YEAR		18
ARTICLE XII	SECURITIES OF OTHER ENTITIES		18
ARTICLE XIII	GENDER		18
ARTICLE XIV	AMENDMENTS		19

iv

Amended and Restated
Bylaws
of
FreeCast, Inc.
(a Florida corporation)

ARTICLE I
DEFINITIONS

As used in these Bylaws, unless the context otherwise requires, and regardless of whether or not capitalized, the term:

“Articles of Incorporation” means the Amended and Restated Articles of Incorporation of the Corporation as filed with the Secretary of State of the State of Florida on December 26, 2013, as amended, supplemented or restated from time to time.

“Assistant Secretary” means an Assistant Secretary of the Corporation.

“Assistant Treasurer” means an Assistant Treasurer of the Corporation.

“Board” means the Board of Directors of the Corporation.

“Business Corporation Act” means the Florida Business Corporation Act, Section 607.0101 et seq. of the Florida Statutes, as amended from time to time.

“Bylaws” means the amended and restated bylaws of the Corporation, as amended, supplemented or restated from time to time.

“Chairman” means the Chairman of the Board of the Corporation.

“Corporation” means FreeCast, Inc., a Florida corporation.

“Directors” means the directors of the Corporation.

“President” means the President of the Corporation.

“Secretary” means the Secretary of the Corporation.

“Shareholders” means the shareholders of the Corporation.

“Treasurer” means the Treasurer of the Corporation.

“Vice President” means a Vice President of the Corporation.

ARTICLE II
SHAREHOLDERS

2.01       Place of Meetings. Every meeting of shareholders shall be held at the office of the Corporation or at such other place within or without the State of Florida as shall be specified or fixed in the notice of such meeting or in the waiver of notice thereof.

2.02       Annual Meeting. A meeting of shareholders shall be held annually for the election of directors and the transaction of any other business that may come before the meeting. The time and place of the meeting shall be as determined by the Board and designated in the notice of meeting.

2.03       Special Meetings. A special meeting of shareholders, unless otherwise prescribed by statute, may be called at any time by the Board, by the Chairman or by the holders of not less than twenty-five percent (25%) of the outstanding shares entitled to vote at any meeting of the shareholders. At any special meeting of shareholders only such business may be transacted as is related to the purpose or purposes of such meeting set forth in the notice thereof given pursuant to Section 2.05 of the Bylaws or in any waiver of notice thereof given pursuant to Section 2.06 of the Bylaws.

2.04       Fixing Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than seventy days before the date of such meeting, nor more than sixty days prior to any other action. If no such record date is fixed, then:

(a)      the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

(b)      the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed.

(c)      the record date for determining shareholders for any purpose other than those specified in Sections 2.04(a) and 2.04(b) shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section 2.04, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

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2.05       Notice of Meetings of Shareholders. Except as otherwise provided in Sections 2.04 and 2.06 of the Bylaws, whenever under the Business Corporation Act or the Articles of Incorporation or the Bylaws, shareholders are required or permitted to take any action at a meeting, written notice shall be given stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be given, personally or by mail, not less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to notice of or to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 2.05 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, the adjournment is for more than one hundred twenty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

2.06       Waivers of Notice. Whenever notice is required to be given to any shareholder under any provision of the Business Corporation Act or the Articles of Incorporation or the Bylaws, a written waiver thereof, signed by the shareholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting, except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice.

2.07       List of Shareholders. The Secretary shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at the corporation’s principal office, at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.

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2.08       Quorum of Shareholders; Adjournment. The holders of a majority of the shares of stock entitled to vote at any meeting of shareholders, present in person or represented by proxy, shall constitute a quorum for the transaction of any business at such meeting. When a quorum is once present to organize a meeting of shareholders, it is not broken by the subsequent withdrawal of any shareholder or shareholders. The holders of a majority of the shares of stock present in person or represented by proxy at any meeting of shareholders, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.

2.09       Voting of Shares. Unless otherwise provided in the Articles of Incorporation, every shareholder of record shall be entitled at every meeting of shareholders to one vote for each share of capital stock standing in his name on the record of shareholders determined in accordance with Section 2.04 of the Bylaws. The provisions of Sections 607.0721, 607.0723 and 607.0724 of the Business Corporation Act shall apply in determining whether any shares of capital stock may be voted and the persons, if any, entitled to vote such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of shareholders as owners thereof for all purposes. At any meeting of shareholders (at which a quorum is present to organize the meeting), all matters, except as otherwise provided by law or by the Articles of Incorporation or by the Bylaws, shall be decided by a majority of the votes cast at such meeting by the holders of shares of capital stock present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken.

2.10       Ballots. All elections of directors shall be by written ballot. In voting on any other question on which a vote by ballot is required by law or is demanded at the commencement of the meeting by any shareholder entitled to vote, the voting shall be by ballot. Each ballot shall be signed by the shareholder voting or by his proxy, and shall state the number of shares voted. On all other questions, the voting shall be by voice vote.

2.11       Proxies. Every shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for him by proxy. The validity and enforceability of any proxy shall be determined in accordance with Section 607.0722 of the Business Corporation Act.

2.12       Selection and Duties of Inspectors at Meetings of Shareholders. The Board, in advance of any meeting of shareholders, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at such meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspector or inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspector or inspectors shall take a report in writing of any challenge, question or matter determined by him or them and execute a certificate made by the inspector or inspectors shall be prima facie evidence of the facts stated and of the vote as certified by him or them.

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2.13       Organization and Conduct of Meeting.

At every meeting of shareholders, the Chairman, or in the absence of the Chairman, the President, or in the absence of both the Chairman and the President, a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present) shall act as chairman of the meeting. The Secretary, or in his absence one of the Assistant Secretaries, shall act as secretary of the meeting. In the absence of the Secretary and the Assistant Secretaries, the presiding officer may appoint any other person to act as secretary of the meeting.

At any meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any shareholder of the Corporation who is a shareholder of record at the time of giving of the notice provided for in these Bylaws, who shall be entitled to vote at such meeting, and who complies with the notice procedures set forth in this Section 2.13; provided, however, that business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

For business to be properly brought before any meeting by a shareholder pursuant to clause (c) of the immediately preceding paragraph, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days prior to the date of the meeting. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder of record and by the beneficial owner, if any, on whose behalf of the proposal is made, and (iv) any material interest of such shareholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 2.13. The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed by this Section 2.13, and if such person should so determine, such person shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.13, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.13.

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2.14       Order of Business. The order of business at all meetings of shareholders shall be as determined exclusively by the chairman of the meeting.

2.15       Action by Shareholders Without a Meeting.

(a)       Except as otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if the action is taken by the holders of issued and outstanding stock entitled to vote thereon having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes entitled to vote thereon, and delivered to the Corporation by delivery to its principal office. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the date of the earliest dated consent delivered in the manner required by this Section 2.15, written consents signed by the number of holders required to take action are delivered to the Corporation.

(b)       Any written consent may be revoked prior to the date that the Corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the Corporation at its principal office.

(c)       Within ten days after obtaining authorization by written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters’ rights are provided by law or the Articles of Incorporation, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with applicable law.

(d)       Whenever action is taken pursuant to written consent, the written consent or consents of the shareholders consenting thereto or the written reports of the inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders of the Corporation.

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ARTICLE III
DIRECTORS

3.01       General Powers. Except as otherwise provided in the Articles of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and regulations, not inconsistent with the Articles of Incorporation or the Bylaws or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation. In addition to the powers expressly conferred by the Bylaws, the Board may exercise all powers and perform all acts which are not required, by the Bylaws or the Articles of Incorporation or by law, to be exercised and performed by the shareholders.

3.02       Nominations for Directors. Nominations for election to the Board may be made by (a) the Board or (b) any holder of record of shares of any outstanding class of capital stock of the Corporation entitled to vote for the election of directors, and who complies with the notice procedures set forth in this Section 3.02. Nominations other than those made by the Board shall be made by notification in writing delivered to the Secretary of the Corporation

For business to be properly brought before any meeting by a shareholder pursuant to clause (b) of the immediately preceding paragraph, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days prior to the date of the meeting. A shareholder’s notice to the Secretary shall set forth (a) the names and addresses of each of the persons proposed for nomination to the Board of Directors and the reason or reasons for the nomination of each of them, (b) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder of record and by the beneficial owner, if any, on whose behalf of the proposal is made, and (d) any material interest of such shareholder of record and the beneficial owner, if any, on whose behalf the proposal is made with respect to such nominations.

Notwithstanding anything in these Bylaws to the contrary, no nomination for directors shall be made at a meeting except in accordance with the procedures set forth in this Section 3.02. The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination or nominations for directors were not properly brought before the meeting and in accordance with the procedures prescribed by this Section 3.02, and if such person should so determine, such person shall so declare to the meeting and voting on such nomination or nominations shall not be conducted. Notwithstanding the foregoing provisions of this Section 3.02, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 3.02.

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3.03       Number; Qualification; Term of Office.

(a)       The Board shall at all times consist of not less than one nor more than fifteen persons as the Board shall determine. Directors must be natural persons who are eighteen years of age or older, but need not be residents of the State of Florida or shareholders of the Corporation. Each director shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal.

(b)         The directors of the Corporation shall be classified, with respect to the time for which they severally hold office, into three classes, Class I, Class II and Class III, each of which shall be as nearly equal in number as possible. At the 2014 annual meeting of shareholders, the Class I directors shall be elected to a term of office to expire at the 2015 annual meeting of shareholders, the Class II directors shall be elected to a term of office to expire at the 2016 annual meeting of shareholders, and the Class III directors shall be elected to a term of office to expire at the 2017 annual meeting of shareholders. At each annual meeting of shareholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election. Notwithstanding the foregoing provisions of this Section 3.03(b), each director shall serve until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal from office. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain or attain a number of directors in each class as nearly equal as reasonably possible, but no decrease in the number of directors may shorten the term of any incumbent director.

3.04       Election. Directors shall, except as otherwise required by law or by the Articles of Incorporation, be elected by a plurality of the votes cast at a meeting of shareholders at which a quorum is present by the holders of shares entitled to vote in the election.

3.05       Newly Created Directorships and Vacancies. Unless otherwise provided in the Articles of Incorporation, newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any other reason, including the removal of directors, shall be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected to hold office for a term expiring at the next annual meeting of shareholders, or until his earlier death, resignation or removal.

3.06       Resignations. Any director may resign at any time by written notice to the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

3.07       Removal of Directors. Any or all of the Directors may be removed from office at any time, with or without cause, as is provided in the Articles of Incorporation and Section 607.0808 of the Business Corporation Act.

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3.08       Compensation. Each director, in consideration of his service as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at directors’ meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable expenses incurred by him in connection with the performance of his duties. Each director who shall serve as a member of any committee of directors in consideration of his serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable expenses incurred by him in the performance of his duties. Nothing contained in this Section 3.08 shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.09       Place and Time of Meetings of the Board. Meetings of the Board, regular or special, may be held at any place within or without the State of Florida. The times and places for holding meetings of the Board may be fixed from time to time by resolution of the Board or (unless contrary to resolution of the Board) in the notice of the meeting.

3.10       Annual Meeting. On the day when and at the place where the annual meeting of shareholders for the election of directors is held, and as soon as practicable thereafter, the Board may hold its annual meeting, without notice of such meeting, for the purposes of organization, the election of officers and the transaction of other business. The annual meeting of the Board may be held at any other time and place specified in a notice given as provided in Section 3.12 of the Bylaws for special meetings of the Board or in a waiver of notice thereof.

3.11       Regular Meetings. Regular meetings of the Board may be held at such times and places as may be fixed from time to time by the Board. Unless otherwise required by the Board, regular meetings of the Board may be held without notice. If any day fixed for a regular meeting of the Board shall be a Saturday or Sunday or a legal holiday at the place where such meeting is to be held, then such meeting shall be held at the same hour at the same place on the first business day thereafter which is not a Saturday, Sunday or legal holiday.

3.12       Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman or by any two or more Directors. Notice of each special meeting of the Board shall, if mailed, be addressed to each director at the address designated by him for that purpose or, if none is designated, at his last known address at least ten days before the date on which the meeting is to be held; or such notice shall be sent to each director at such address by telegraph, cable, telefax or wireless, or be delivered to him personally, not later than five days before the date on which such meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes of the meeting, except to the extent required by law. If mailed, each notice shall be deemed given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States post office department. Such mailing shall be by first class mail.

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3.13       Adjourned Meetings. A majority of the directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Notice of any adjourned meeting of the Board need not be given to any director, whether or not he was present at the time of the adjournment. Any business may be transacted at any adjourned meeting that might have been transacted at the meeting as originally called.

3.14       Waiver of Notice. Whenever notice is required to be given to any director or member of a committee of directors under any provision of the Business Corporation Act or of the Articles of Incorporation or Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice.

3.15       Organization. At each meeting of the Board, the Chairman of the Corporation, or in the absence of the Chairman, a chairman chosen by a majority of the Directors present, shall preside. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the case of the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

3.16       Quorum of Directors. A quorum for the transaction of business or of any specified item of business at any meeting of the Board shall consist of a majority of the directors.

3.17       Action by the Board. All corporate action taken by the Board or any committee thereof shall be taken at a meeting of the Board or of such committee, as the case may be, except that any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Members of the Board or any committee designated by the Board may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.17 shall constitute presence in person at such meeting. Except as otherwise provided by the Articles of Incorporation or by law, the vote of a majority of the Directors (including those who participate by means of conference telephone or similar communications equipment) present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

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ARTICLE IV
COMMITTEES OF THE BOARD

The Board may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the Directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation or Bylaws, adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the shareholders a dissolution of the Corporation or a revocation of a dissolution, declaring or paying any dividend or other distribution in respect of the stock of the Corporation, issuing or selling stock of the Corporation or acquiring issued and outstanding stock of the Corporation.

ARTICLE V
OFFICERS

5.01       Officers. The Board shall elect as officers, a Chairman, a President, a Secretary and a Treasurer, and may elect or appoint one or more Vice Presidents and such other officers as it may determine. The Board may use descriptive words or phrases to designate the standing, seniority or area of special competence of the Vice Presidents elected or appointed by it. Each officer shall hold his office until his successor is elected and qualified or until his earlier death, resignation or removal in the manner provided in Section 5.02 of the Bylaws. Any two or more offices may be held by the same person. The Board may require any officer to give a bond or other security for the faithful performance of his duties, in such amount and with such sureties as the Board may determine. All officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in the Bylaws or as the Board may from time to time determine.

5.02       Removal of Officers. Any officer elected or appointed by the Board may be removed by the Board with or without cause. The removal of an officer without cause shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

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5.03       Resignations. Any officer may resign at any time by so notifying the Board, the Chairman or the President in writing. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.

5.04       Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in the Bylaws for the regular election or appointment to such office.

5.05       Compensation. Salaries or other compensation of the officers may be fixed from time to time by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a director.

5.06       Chairman. The Chairman shall be the chief executive officer of the Corporation and shall have general supervision over the business and affairs of the Corporation; subject, however, to the control of the Board and of any duly authorized committee of Directors. He shall preside at all meetings of the shareholders and of the Board. He may, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of capital stock of the Corporation. He may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and executing thereof shall be expressly delegated by the Board or by the Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and, in general, he shall perform all duties and have such authority as are incident to the offices of Chairman and chief executive officer of the Corporation.

5.07       President. The President shall be the chief operating officer of the Corporation and shall have general supervision over the day-to-day affairs of the Corporation, subject, however, to the control of the Chairman, the Board and any duly authorized committee of directors. He may, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of capital stock of the Corporation. He may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and, in general, he shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Chairman, the Board or a duly authorized committee of the Board.

5.08       Vice Presidents. At the request of the Board, the Chairman or the President, the Vice Presidents shall perform all of the duties of the President and in so acting shall have all the powers of, and be subject to all restrictions upon, the President. Any Vice President may, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of capital stock of the Corporation. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed. Each Vice President shall perform such other duties as from time to time may be assigned to him by the Board, by the Chairman or by the President.

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5.09       Secretary. The Secretary, if present, shall act as secretary of all meetings of the shareholders and of the Board, and shall keep the minutes thereof in the proper book or books to be provided for that purpose; he shall see that all notices required to be given by the Corporation are duly given and served; he may, with the Chairman, the President or a Vice President, sign certificates for shares of capital stock of the Corporation; he shall be custodian of the seal of the Corporation and may seal with the seal of the Corporation, or a facsimile thereof, all certificates for shares of capital stock of the Corporation and all documents the execution of which on behalf of the Corporation under its corporate seal is authorized in accordance with the provisions of the Bylaws; he shall have charge of the stock ledger and also of the other books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or by the Chairman.

5.10       Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with any provisions of the Bylaws, and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by him or under his direction full and adequate account of all moneys received or paid by him for the account of the Corporation; have the right to require, from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the Chairman, the President or the Board, whenever the Chairman, the President or the Board, respectively, shall require him so to do, an account of the financial condition of the Corporation and of all his transactions as Treasurer; exhibit at all reasonable times his books of account and other records to any of the directors upon application at the office of the Corporation where such books and records are kept; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board or by the Chairman; and he may sign with the Chairman, the President or a Vice President certificates for shares of capital stock of the Corporation.

5.11       Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board or by the Chairman. Assistant Secretaries and Assistant Treasurers may, with the Chairman, the President or a Vice President, sign certificates for shares of capital stock of the Corporation.

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ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

6.01       Execution of Contracts. The Board may authorize any officer, employee or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances or otherwise limited.

6.02       Loans. The Chairman or any other officer, employee or agent authorized by the Bylaws or by the Board may effect loans and advances at any time for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and, when authorized by the Board so to do, may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

6.03       Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.

6.04       Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board or the Chairman may select or as may be selected by an officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board or the Chairman.

ARTICLE VII
STOCK AND DIVIDENDS

7.01       Certificates Representing Shares. The shares of capital stock of the Corporation shall be represented by certificates in such form (consistent with the provisions of Section 607.0625 of the Business Corporation Act) as shall be approved by the Board. Such certificates shall be signed by the Chairman, the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registrar other than the Corporation itself or its employee. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may, unless otherwise ordered by the Board, be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

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7.02       Transfer of Shares. Transfers of shares of capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof or by his duly authorized attorney appointed by a power of attorney duly executed and filed with the Secretary or a transfer agent of the Corporation, and on surrender of the certificate or certificates representing such shares of capital stock properly endorsed for transfer and upon payment of all necessary transfer taxes. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Canceled,” with the date of cancellation, by the Secretary or an Assistant Secretary or the transfer agent of the Corporation. A person in those name shares of capital stock shall stand on the books of the Corporation shall be deemed the owner thereof to receive dividends, to vote as such owner and for all other purposes as respects the Corporation. No transfer of shares of capital stock shall be valid as against the Corporation, its shareholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until such transfer shall have been entered on the books of the Corporation by an entry showing from and to whom transferred.

7.03       Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined from time to time by the Board.

7.04       Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any shares of capital stock of the Corporation shall immediately notify the Corporation of any loss, destruction, theft or mutilation of the certificate representing such shares, and the Corporation may issue a new certificate to replace the certificate alleged to have been lost, destroyed, stolen or mutilated. The Board may, in its discretion, as a condition to the issue of any such new certificate, require the owner of the lost, destroyed, stolen or mutilated certificate, or his legal representatives, to make proof satisfactory to the Board of such loss, destruction, theft or mutilation and to advertise such fact in such manner as the Board may require, and to give the Corporation and its transfer agents and registrars, or such of them as the Board may require, a bond in such form, in such sums and with such surety or sureties as the Board may direct, to indemnify the Corporation and its transfer agents and registrars against any claim that may be made against any of them on account of the continued existence of any such certificate so alleged to have been lost, destroyed, stolen or mutilated and against any expense in connection with such claim.

7.05       Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with the Bylaws or with the Articles of Incorporation, concerning the issue, transfer and registration of certificates representing shares of its capital stock.

7.06       Restriction on Transfer. A written restriction on the transfer or registration of transfer of capital stock of the Corporation, if permitted by Section 607.0627 of the Business Corporation Act and noted conspicuously on the certificate representing such capital stock, may be enforced against the holder of the restricted capital stock or any successor or transferee of the holder including an executor, personal representative, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate representing such capital stock, a restriction, even though permitted by Section 607.0627 of the Business Corporation Act, shall be ineffective except against a person with actual knowledge of the restriction. A restriction on the transfer or registration of transfer of capital stock of the Corporation may be imposed either by the Articles of Incorporation or by an agreement among any number of shareholders or among such shareholders and the Corporation. No restriction so imposed shall be binding with respect to capital stock issued prior to the adoption of the restriction unless the holders of such capital stock are parties to an agreement or voted in favor of the restriction.

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7.07       Dividends, Surplus, Etc. Subject to the provisions of the Articles of Incorporation and of law, the Board may:

(a)       declare and pay dividends or make other distributions on the outstanding shares of capital stock in such amounts and at such time or times as, in its discretion, the condition of the affairs of the Corporation shall render it advisable;

(b)       use and apply, in its discretion, any of the surplus of the Corporation in purchasing or acquiring any shares of capital stock of the Corporation, or purchase warrants or options therefor, in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness; and

(c)       set aside from time to time out of such surplus or net profits such sum or sums as, in its discretion, it may think proper, as a reserve fund to meet contingencies, or for equalizing dividends or for the purpose of maintaining or increasing the property or business of the Corporation, or for any purpose it may think conducive to the best interests of the Corporation.

ARTICLE VIII
INDEMNIFICATION

The Corporation shall indemnify and hold harmless its directors, officers, employees, attorneys and agents to the fullest extent permitted by laws of the State of Florida, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee, attorney or agent and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director, officer, employee, attorney or agent (or his or her heirs, executors or personal or legal representatives) in connection with any suit, action or proceeding (or part thereof) initiated by such person unless such suit, action or proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article VIII shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the person receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article VIII.

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The rights to indemnification and to the advancement of expenses conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under the Corporation’s Amended and Restated Articles of Incorporation (as now or hereafter in effect), these Bylaws (as now or hereafter in effect), any statute, agreement, vote of shareholders or disinterested directors, or otherwise.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee, attorney or agent against any liability which may be asserted against him or her or incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

No amendment, modification, alteration, change, supplement or repeal of all or any portion of this Article VIII, nor the amendment, modification, alteration, change, supplement or repeal of all or any portion of the Bylaws, inconsistent with the provisions of this Article VIII shall adversely affect the rights to indemnification and to the advancement of expenses of a director, officer, employee, attorney or agent existing at the time of such amendment, modification, alteration, change, supplement or repeal with respect to any act or omission occurring prior to the time of such amendment, modification, alteration, change, supplement or repeal.

ARTICLE IX
BOOKS AND RECORDS

9.01       Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, the Board and any committee of the Board. The Corporation shall keep at its principal office or at the office of the transfer agent or registrar of the Corporation a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

9.02       Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, floppy disks, compact disks, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect them.

9.03       Inspection of Books and Records. Except as otherwise provided by law, the Board shall determine from time to time whether, and, if allowed, when and under what conditions and regulations, the accounts, books, minutes and other records of the Corporation, or any of them, shall be open to the inspection of the shareholders.

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ARTICLE X
SEAL

The Board may adopt a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation, the year of its incorporation and the word “Florida.”

ARTICLE XI
FISCAL YEAR

The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board.

ARTICLE XII
SECURITIES OF OTHER ENTITIES

Unless otherwise provided by resolution of the Board, the Chairman may, from time to time, appoint one or more attorneys or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any corporation or other entity, any of whose shares or securities may be held by the Corporation, at meetings of the holders of stock or other securities of such corporation or other entity, or to consent in writing to any action by any such corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as he may deem necessary or proper in his discretion; or the Chairman may himself attend any meeting of the stock or other securities of any such corporation or other entity and thereat vote or exercise any or all other powers of the Corporation as the holder of such stock or other securities of such other corporation or other entity.

ARTICLE XIII
GENDER

As used in these Bylaws, the masculine gender shall extend to and shall include the feminine and the neuter genders.

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ARTICLE XIV
AMENDMENTS

These Bylaws may be amended, modified, altered, changed, supplemented or repealed, or new Bylaws may be adopted, by the vote of the holders of a majority of the shares entitled to vote in the election of directors of the Corporation. These Bylaws may be amended, modified, altered, changed, supplemented or repealed, and new Bylaws may be adopted, by the affirmative vote of a majority of the directors at a meeting of the Board at which a quorum is present. Any Bylaw or Bylaws adopted, amended, modified, altered, changed, supplemented or repealed by the Board may be subsequently amended, modified, altered, changed, supplemented or repealed by the shareholders as provided in this Article XIV.

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EX-4.2

Exhibit 4.2

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, HYPOTIIECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT.

FREECAST, INC.

WARRANT TO PURCHASE
______ SHARES OF COMMON STOCK

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.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.           Condition Precedent. This Warrant may not be exercised, in whole or in part, by the Holder unless the Holder shall have been continuously employed by the Company, without interruption or termination of any kind, from the date of this Warrant through the date of exercise (the “Condition Precedent”). Without limiting the generality of the immediately preceding sentence, and for purposes of clarification, the Holder may only exercise this Warrant, in whole or in part, in the period from August 15, 2015 through August 14, 2018 if, and only if, the Holder has been continuously employed by the Company, without interruption or termination of any kind, from the date of this Warrant through the date of exercise of this Warrant.

2. Exercise of Warrant.

(a)          Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares, Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to the Holder a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of the Holder or his designee. Such certificate(s) shall bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”).

(b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to the Holder a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

3.             Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

4.             Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

5.             Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

6.             Rights of a Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

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7. Anti-Dilution Rights.

(a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.

(b)          If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)          The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.

8.             Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

9.             Amendments and Waivers. The respective rights and obligations of the Company and the Holder may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

10.          Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

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11.           Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

12.           No Transfer. Neither this Warrant nor any interest herein may be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered or otherwise disposed of in any manner by the Holder.

13.           Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of , _______________.

FREECAST, INC.
By:
	William A Mobley, Jr. Chairman and Chief Executive Officer

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PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to ___ Shares and hereby makes payment of $ ____ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:
Name:
	(Please typewrite or print in block letters)
Address:
Dated:
Signature:

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EX-4.3

Exhibit 4.3

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.

FREECAST, INC.

WARRANT TO PURCHASE
2,500,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, Gary D. Lipson, an individual (“Lipson”), 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, 2016 but prior to 5:00 p.m., Eastern time, on November 15, 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.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.          Exercise of Warrant.

(a)           Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to the Holder a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of the Holder or his designee. Such certificate(s) shall bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”).

(b)           If this Warrant is exercised only in part, the Company also shall issue and deliver to the Holder a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)           The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

2.          Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

3.          Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

4.          Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

5.          Rights of a Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6.          Change in Control. “Change in Control of the Company” means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Warrant, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) in response to Item 1.01 or 5.01 of the Current Report on Form 8-K, as in effect on the date of this Warrant, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission, regardless of whether the Company is subject to the reporting provisions of the Exchange Act; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(a)           subsequent to the date of this Agreement, any “person” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities;

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(b)           during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(c)            the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(d)           the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(e)            the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

7.          Anti-Dilution Rights.

(a)            If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant. 

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(b)           If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)           The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.

8.          Registration of Securities. The Holder shall have the right at any time and from time to time to require the Company to register the Warrant and the Warrant Shares for resale to the public under the Act and any applicable state securities or blue sky laws. Any request for such registration shall be made by delivery of written notice to the Company. The Holder shall promptly furnish to the Company such information as the Company shall reasonably request to enable it to prepare and file any and all required registration statements and amendments thereto. Except as may be required by law, the Company shall pay all fees and costs incurred in connection with the preparation and filing of any registration statement with the Securities and Exchange Commission and any applicable state securities authority.

9.          Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.        Amendments and Waivers. The respective rights and obligations of the Company and the Holder may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

11.        Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

12.        Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

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13.        Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of November 16, 2012. 

FREECAST, INC.
By:
	William A. Mobley, Jr.
	Chairman of the Board and
	Chief Executive Officer

5

PURCHASE FORM

          The undersigned hereby irrevocably elects to exercise the within Warrant as to__________Shares and hereby makes payment of $__________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK: 

Name:

(Please typewrite or print in block letters)

Address:

Dated:

Signature:

6

EX-4.4

Exhibit 4.4

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.

FREECAST, INC.

WARRANT TO PURCHASE
2,500,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, Gary D. Lipson, an individual (“Lipson”), 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 November 15, 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.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.          Exercise of Warrant.

(a)           Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to the Holder a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of the Holder or his designee. Such certificate(s) shall bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”).

(b)           If this Warrant is exercised only in part, the Company also shall issue and deliver to the Holder a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)           The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

2.          Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

3.          Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

4.          Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

5.          Rights of a Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6.          Change in Control. “Change in Control of the Company” means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Warrant, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) in response to Item 1.01 or 5.01 of the Current Report on Form 8-K, as in effect on the date of this Warrant, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission, regardless of whether the Company is subject to the reporting provisions of the Exchange Act; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(a)           subsequent to the date of this Agreement, any “person” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities;

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(b)           during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(c)            the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(d)           the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(e)            the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

7.          Anti-Dilution Rights.

(a)            If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant. 

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(b)           If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)           The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.

8.          Registration of Securities. The Holder shall have the right at any time and from time to time to require the Company to register the Warrant and the Warrant Shares for resale to the public under the Act and any applicable state securities or blue sky laws. Any request for such registration shall be made by delivery of written notice to the Company. The Holder shall promptly furnish to the Company such information as the Company shall reasonably request to enable it to prepare and file any and all required registration statements and amendments thereto. Except as may be required by law, the Company shall pay all fees and costs incurred in connection with the preparation and filing of any registration statement with the Securities and Exchange Commission and any applicable state securities authority.

9.          Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.        Amendments and Waivers. The respective rights and obligations of the Company and the Holder may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

11.        Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

12.        Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

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13.        Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of November 16, 2012. 

FREECAST, INC.
By:
	William A. Mobley, Jr.
	Chairman of the Board and
	Chief Executive Officer

5

PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to__________Shares and hereby makes payment of $__________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK: 

Name:

(Please typewrite or print in block letters)

Address:

Dated:

Signature:

6

EX-4.5

Exhibit 4.5

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.

FREECAST, INC.

WARRANT TO PURCHASE
2,500,000 SHARES OF COMMON STOCK

          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, 2016 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.

          The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

          1.          Exercise of Warrant.

                       (a)           Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to the Holder a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of the Holder or his designee. Such certificate(s) shall bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”).

                       (b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to the Holder a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

                       (c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

          2.          Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

          3.          Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

          4.          Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

          5.          Rights of a Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

          6.          Change in Control. “Change in Control of the Company” means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Warrant, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) in response to Item 1.01 or 5.01 of the Current Report on Form 8-K, as in effect on the date of this Warrant, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission, regardless of whether the Company is subject to the reporting provisions of the Exchange Act; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

                       (a)          subsequent to the date of this Agreement, any “person” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities;

2

                       (b)          during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

                       (c)          the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

                       (d)          the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

                       (e)          the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

          7.          Anti-Dilution Rights.

                       (a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.

3

                       (b)          If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

                       (c)          The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.

          8.          Registration of Securities. The Holder shall have the right at any time and from time to time to require the Company to register the Warrant and the Warrant Shares for resale to the public under the Act and any applicable state securities or blue sky laws. Any request for such registration shall be made by delivery of written notice to the Company. The Holder shall promptly furnish to the Company such information as the Company shall reasonably request to enable it to prepare and file any and all required registration statements and amendments thereto. Except as may be required by law, the Company shall pay all fees and costs incurred in connection with the preparation and filing of any registration statement with the Securities and Exchange Commission and any applicable state securities authority.

          9.          Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

          10.        Amendments and Waivers. The respective rights and obligations of the Company and the Holder may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

          11.        Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

          12.        Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

4

          13.        Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of October 19, 2012. 

FREECAST, INC.
By:
Marjorie Lieberman,
Secretary

5

PURCHASE FORM

          The undersigned hereby irrevocably elects to exercise the within Warrant as to________ Shares and hereby makes payment of $________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK: 

Name:
	(Please typewrite or print in block letters)

Address:

Dated:

Signature:

6

EX-4.6

Exhibit 4.6

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.

FREECAST, INC.

WARRANT TO PURCHASE
2,500,000 SHARES OF COMMON STOCK

          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.

          The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

          1.          Exercise of Warrant.

                       (a)           Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to the Holder a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of the Holder or his designee. Such certificate(s) shall bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”).

                      (b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to the Holder a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

                      (c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

          2.          Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

          3.          Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

          4.          Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

          5.          Rights of a Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

          6.          Change in Control. “Change in Control of the Company” means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Warrant, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) in response to Item 1.01 or 5.01 of the Current Report on Form 8-K, as in effect on the date of this Warrant, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission, regardless of whether the Company is subject to the reporting provisions of the Exchange Act; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

                       (a)          subsequent to the date of this Agreement, any “person” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities;

2

                       (b)          during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

                       (c)          the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

                       (d)          the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

                       (e)          the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

          7.          Anti-Dilution Rights.

                       (a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.

3

                       (b)          If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

                       (c)          The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.

          8.          Registration of Securities. The Holder shall have the right at any time and from time to time to require the Company to register the Warrant and the Warrant Shares for resale to the public under the Act and any applicable state securities or blue sky laws. Any request for such registration shall be made by delivery of written notice to the Company. The Holder shall promptly furnish to the Company such information as the Company shall reasonably request to enable it to prepare and file any and all required registration statements and amendments thereto. Except as may be required by law, the Company shall pay all fees and costs incurred in connection with the preparation and filing of any registration statement with the Securities and Exchange Commission and any applicable state securities authority.

          9.          Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

          10.        Amendments and Waivers. The respective rights and obligations of the Company and the Holder may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

          11.        Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

          12.        Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

4

          13.        Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of October 19, 2012.

FREECAST, INC.
By:
Marjorie Lieberman,
Secretary

5

PURCHASE FORM

          The undersigned hereby irrevocably elects to exercise the within Warrant as to________ Shares and hereby makes payment of $________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK: 

Name:
	(Please typewrite or print in block letters)

Address:

Dated:

Signature:

6

EX-4.7

Exhibit 4.7

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.

FREECAST, INC.

WARRANT TO PURCHASE
2,500,000 SHARES OF COMMON STOCK

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, 2016 but prior to 5:00 p.m., Eastern time, on December 30, 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.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.            Exercise of Warrant.

(a)          Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to the Holder a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of the Holder or his designee. Such certificate(s) shall bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”).

(b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to the Holder a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

2.            Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

3.            Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

4.            Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

5.            Rights of a Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6.            Change in Control. “Change in Control of the Company” means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Warrant, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) in response to Item 1.01 or 5.01 of the Current Report on Form 8-K, as in effect on the date of this Warrant, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission, regardless of whether the Company is subject to the reporting provisions of the Exchange Act; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(a)          subsequent to the date of this Agreement, any “person” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities;

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(b)          during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(c)          the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(d)          the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(e)          the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

7.            Anti-Dilution Rights.

(a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.

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(b)           If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)           The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.

8.           Registration of Securities. The Holder shall have the right at any time and from time to time to require the Company to register the Warrant and the Warrant Shares for resale to the public under the Act and any applicable state securities or blue sky laws. Any request for such registration shall be made by delivery of written notice to the Company. The Holder shall promptly furnish to the Company such information as the Company shall reasonably request to enable it to prepare and file any and all required registration statements and amendments thereto. Except as may be required by law, the Company shall pay all fees and costs incurred in connection with the preparation and filing of any registration statement with the Securities and Exchange Commission and any applicable state securities authority.

9.           Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.         Amendments and Waivers. The respective rights and obligations of the Company and the Holder may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

11.         Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

12.         Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

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13.          Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of December 31, 2012.

FREECAST, INC.
By:
	Marjorie Lieberman,
	Secretary

5

PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to __________ Shares and hereby makes payment of $ __________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name:
	(Please typewrite or print in block letters)

Address: 

Dated: 

Signature: 

6

EX-4.8

Exhibit 4.8

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.

FREECAST, INC.

WARRANT TO PURCHASE
2,500,000 SHARES OF COMMON STOCK

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 December 30, 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.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.            Exercise of Warrant.

(a)          Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to the Holder a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of the Holder or his designee. Such certificate(s) shall bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”).

(b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to the Holder a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

2.           Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

3.           Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

4.           Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

5.           Rights of a Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6.           Change in Control. “Change in Control of the Company” means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Warrant, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) in response to Item 1.01 or 5.01 of the Current Report on Form 8-K, as in effect on the date of this Warrant, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission, regardless of whether the Company is subject to the reporting provisions of the Exchange Act; provided, however, that. without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(a)          subsequent to the date of this Agreement, any “person” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities;

2

(b)           during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(c)           the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(d)           the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(e)           the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

7.             Anti-Dilution Rights.

(a)           If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.

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(b)           If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)           The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.

8.           Registration of Securities. The Holder shall have the right at any time and from time to time to require the Company to register the Warrant and the Warrant Shares for resale to the public under the Act and any applicable state securities or blue sky laws. Any request for such registration shall be made by delivery of written notice to the Company. The Holder shall promptly furnish to the Company such information as the Company shall reasonably request to enable it to prepare and file any and all required registration statements and amendments thereto. Except as may be required by law, the Company shall pay all fees and costs incurred in connection with the preparation and filing of any registration statement with the Securities and Exchange Commission and any applicable state securities authority.

9.           Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.         Amendments and Waivers. The respective rights and obligations of the Company and the Holder may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

11.         Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

12.         Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

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13.          Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of December 31, 2012.

FREECAST, INC.
By:
	Marjorie Lieberman,
	Secretary

5

PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to ___________ Shares and hereby makes payment of $ __________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name:
	(Please typewrite or print in block letters)

Address: 

Dated: 

Signature: 

6

EX-4.9

Exhibit 4.9

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.

THE SHARES UNDERLYING THIS WARRANT ARE HELD SUBJECT TO, AND MAY BE VOTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THAT CERTAIN VOTING TRUST AGREEMENT DATED AS OF OCTOBER 15, 2012, AND ANY AND ALL AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF FREECAST, INC.

FREECAST, INC.

NON-TRANSFERABLE WARRANT TO PURCHASE
4,000,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, TELEBRANDS CORP., a New Jersey corporation (“Telebrands”), is entitled to purchase, subject to the provisions hereof, from FREECAST, INC., a Florida corporation (the “Company”), Four Million (4,000,000) 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 the date of this Warrant but prior to 5:00 p.m., Eastern time, on October 14, 2022; provided, however, that the Condition Precedent (as such term is hereinafter defined) shall have first been satisfied in full.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.            Condition Precedent. This Warrant has been issued to Telebrands pursuant to the provisions of a certain Distribution Agreement dated as of October 15, 2012 by and between the Company and Telebrands (the “Distribution Agreement”). This Warrant may not be exercised by Telebrands unless and until Telebrands shall have first sold Two Million (2,000,000) Devices (as such term is defined in the Distribution Agreement (the “Condition Precedent”).

2.            Exercise of Warrant.

(a)          Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to Telebrands a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of Telebrands or his designee. Such certificate(s) shall:

(i)          bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”);

(ii)         bear a restrictive legend restricting voting and transferability of such shares under a certain Voting Trust Agreement dated as of October 15, 2012 by and among the Company and certain shareholders thereof (the “Voting Trust Agreement”); and

(iii)        be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

(b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to Telebrands a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

3.            Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

4.            Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

5.            No Transfer of Warrant. This Warrant may not be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered or otherwise disposed of, in whole or in part.

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6.            Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

7.            Rights of Telebrands. Telebrands shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of Telebrands are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

8.            Anti-Dilution Rights.

(a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that Telebrands shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by Telebrands hereof upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to Telebrands the shares of stock, securities, cash or property that Telebrands shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for Telebrands, to the greatest extent practicable, the benefits provided for in this Warrant.

(b)          If, pursuant to the provisions of this paragraph 8, Telebrands would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)          The Company shall at any time if so requested by Telebrands furnish a written summary of all adjustments made pursuant to this paragraph 8 promptly following any such request.

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9.              Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.            Voting Trust Agreement. The Warrant Shares are subject to the provisions of the Voting Trust Agreement. The Warrant Shares shall be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

11.            Amendments and Waivers. The respective rights and obligations of the Company and Telebrands may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

12.            Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

13.            Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

14.            Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of October 15, 2012.

FREECAST, INC.
By:
	William A. Mobley, Jr.
	Chief Executive Officer

4

PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to _________ Shares and hereby makes payment of $ _______ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name:

(Please typewrite or print in block letters)

Address:

Dated:

Signature:

5

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.

THE SHARES UNDERLYING THIS WARRANT ARE HELD SUBJECT TO, AND MAY BE VOTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THAT CERTAIN VOTING TRUST AGREEMENT DATED AS OF OCTOBER 15, 2012, AND ANY AND ALL AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF FREECAST, INC.

FREECAST, INC.

NON-TRANSFERABLE WARRANT TO PURCHASE
4,000,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, TELEBRANDS CORP., a New Jersey corporation (“Telebrands”), is entitled to purchase, subject to the provisions hereof, from FREECAST, INC., a Florida corporation (the “Company”), Four Million (4,000,000) 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 the date of this Warrant but prior to 5:00 p.m., Eastern time, on October 14, 2022; provided, however, that the Condition Precedent (as such term is hereinafter defined) shall have first been satisfied in full.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the `’Warrants.”

1.            Condition Precedent. This Warrant has been issued to Telebrands pursuant to the provisions of a certain Distribution Agreement dated as of October 15, 2012 by and between the Company and Telebrands (the “Distribution Agreement”). This Warrant may not be exercised by Telebrands unless and until Telebrands shall have first sold Four Million (4,000,000) Devices (as such term is defined in the Distribution Agreement (the “Condition Precedent”).

2.            Exercise of Warrant.

(a)          Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to Telebrands a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of Telebrands or his designee. Such certificate(s) shall:

(i)           bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”);

(ii)          bear a restrictive legend restricting voting and transferability of such shares under a certain Voting Trust Agreement dated as of October 15, 2012 by and among the Company and certain shareholders thereof (the “Voting Trust Agreement”); and

(iii)         be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

(b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to Telebrands a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

3.            Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

4.            Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

5.            No Transfer of Warrant. This Warrant may not be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered or otherwise disposed of, in whole or in part.

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6.            Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

7.            Rights of Telebrands. Telebrands shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of Telebrands are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

8.            Anti-Dilution Rights.

(a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that Telebrands shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by Telebrands hereof upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to Telebrands the shares of stock, securities, cash or property that Telebrands shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for Telebrands, to the greatest extent practicable, the benefits provided for in this Warrant.

(b)          If, pursuant to the provisions of this paragraph 8, Telebrands would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)          The Company shall at any time if so requested by Telebrands furnish a written summary of all adjustments made pursuant to this paragraph 8 promptly following any such request.

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9.            Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.          Voting Trust Agreement. The Warrant Shares are subject to the provisions of the Voting Trust Agreement. The Warrant Shares shall be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

11.          Amendments and Waivers. The respective rights and obligations of the Company and Telebrands may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

12.          Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

13.          Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

14.          Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of October 15, 2012.

FREECAST, INC.
By:
	William A. Mobley, Jr.
	Chief Executive Officer

4

PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to ________ Shares and hereby makes payment of $ ______ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name:

(Please typewrite or print in block letters)

Address:

Dated:

Signature:

5

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.

THE SHARES UNDERLYING THIS WARRANT ARE HELD SUBJECT TO, AND MAY BE VOTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THAT CERTAIN VOTING TRUST AGREEMENT DATED AS OF OCTOBER 15, 2012, AND ANY AND ALL AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF FREECAST, INC.

FREECAST, INC.

NON-TRANSFERABLE WARRANT TO PURCHASE
4,000,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, TELEBRANDS CORP., a New Jersey corporation (“Telebrands”), is entitled to purchase, subject to the provisions hereof, from FREECAST, INC., a Florida corporation (the “Company”), Four Million (4,000,000) 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 the date of this Warrant but prior to 5:00 p.m., Eastern time, on October 14, 2022; provided, however, that the Condition Precedent (as such term is hereinafter defined) shall have first been satisfied in full.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.            Condition Precedent. This Warrant has been issued to Telebrands pursuant to the provisions of a certain Distribution Agreement dated as of October 15, 2012 by and between the Company and Telebrands (the “Distribution Agreement”). This Warrant may not be exercised by Telebrands unless and until Telebrands shall have first sold Six Million (6,000,000) Devices (as such term is defined in the Distribution Agreement (the “Condition Precedent”).

2.            Exercise of Warrant.

(a)          Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to Telebrands a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of Telebrands or his designee. Such certificate(s) shall:

(i)           bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”);

(ii)          bear a restrictive legend restricting voting and transferability of such shares under a certain Voting Trust Agreement dated as of October 15, 2012 by and among the Company and certain shareholders thereof (the “Voting Trust Agreement”); and

(iii)         be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

(b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to Telebrands a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

3.            Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

4.            Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

5.            No Transfer of Warrant. This Warrant may not be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered or otherwise disposed of, in whole or in part.

2

6.            Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

7.            Rights of Telebrands. Telebrands shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of Telebrands are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

8.            Anti-Dilution Rights.

(a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that Telebrands shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by Telebrands hereof upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to Telebrands the shares of stock, securities, cash or property that Telebrands shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for Telebrands, to the greatest extent practicable, the benefits provided for in this Warrant.

(b)          If, pursuant to the provisions of this paragraph 8, Telebrands would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)          The Company shall at any time if so requested by Telebrands furnish a written summary of all adjustments made pursuant to this paragraph 8 promptly following any such request.

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9.            Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.          Voting Trust Agreement. The Warrant Shares are subject to the provisions of the Voting Trust Agreement. The Warrant Shares shall be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

11.          Amendments and Waivers. The respective rights and obligations of the Company and Telebrands may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

12.          Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

13.          Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

14.          Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of October 15, 2012.

FREECAST, INC.
By:
	William A. Mobley, Jr.
	Chief Executive Officer

4

PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to_________ Shares and hereby makes payment of $ ________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name:

(Please typewrite or print in block letters)

Address:

Dated:

Signature:

5

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.

THE SHARES UNDERLYING THIS WARRANT ARE HELD SUBJECT TO, AND MAY BE VOTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THAT CERTAIN VOTING TRUST AGREEMENT DATED AS OF OCTOBER 15, 2012, AND ANY AND ALL AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF FREECAST, INC.

FREECAST, INC.

NON-TRANSFERABLE WARRANT TO PURCHASE
4,000,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, TELEBRANDS CORP., a New Jersey corporation (“Telebrands”), is entitled to purchase, subject to the provisions hereof, from FREECAST, INC., a Florida corporation (the “Company”), Four Million (4,000,000) 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 the date of this Warrant but prior to 5:00 p.m., Eastern time, on October 14, 2022; provided, however, that the Condition Precedent (as such term is hereinafter defined) shall have first been satisfied in full.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.            Condition Precedent. This Warrant has been issued to Telebrands pursuant to the provisions of a certain Distribution Agreement dated as of October 15, 2012 by and between the Company and Telebrands (the “Distribution Agreement”). This Warrant may not be exercised by Telebrands unless and until Telebrands shall have first sold Eight Million (8,000,000) Devices (as such term is defined in the Distribution Agreement (the “Condition Precedent”).

2.            Exercise of Warrant.

(a)          Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to Telebrands a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of Telebrands or his designee. Such certificate(s) shall:

(i)           bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”);

(ii)          bear a restrictive legend restricting voting and transferability of such shares under a certain Voting Trust Agreement dated as of October 15, 2012 by and among the Company and certain shareholders thereof (the “Voting Trust Agreement”); and

(iii)         be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

(b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to Telebrands a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

3.            Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

4.            Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

5.            No Transfer of Warrant. This Warrant may not be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered or otherwise disposed of, in whole or in part.

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6.            Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

7.            Rights of Telebrands. Telebrands shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of Telebrands are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

8.            Anti-Dilution Rights.

(a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that Telebrands shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by Telebrands hereof upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to Telebrands the shares of stock, securities, cash or property that Telebrands shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for Telebrands, to the greatest extent practicable, the benefits provided for in this Warrant.

(b)          If, pursuant to the provisions of this paragraph 8, Telebrands would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)          The Company shall at any time if so requested by Telebrands furnish a written summary of all adjustments made pursuant to this paragraph 8 promptly following any such request.

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9.              Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.            Voting Trust Agreement. The Warrant Shares are subject to the provisions of the Voting Trust Agreement. The Warrant Shares shall be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

11.            Amendments and Waivers. The respective rights and obligations of the Company and Telebrands may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

12.            Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

13.            Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

14.            Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of October 15, 2012.

FREECAST, INC.
By:
	William A. Mobley, Jr. Chief Executive Officer

4

PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to _______ Shares and hereby makes payment of $______ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name:

(Please typewrite or print in block letters)

Address:

Dated:

Signature:

5

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.

THE SHARES UNDERLYING THIS WARRANT ARE HELD SUBJECT TO, AND MAY BE VOTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THAT CERTAIN VOTING TRUST AGREEMENT DATED AS OF OCTOBER 15, 2012, AND ANY AND ALL AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF FREECAST, INC.

FREECAST, INC.

NON-TRANSFERABLE WARRANT TO PURCHASE
4,000,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, TELEBRANDS CORP., a New Jersey corporation (“Telebrands”), is entitled to purchase, subject to the provisions hereof, from FREECAST, INC., a Florida corporation (the “Company”), Four Million (4,000,000) 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 the date of this Warrant but prior to 5:00 p.m., Eastern time, on October 14, 2022; provided, however, that the Condition Precedent (as such term is hereinafter defined) shall have first been satisfied in full.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.            Condition Precedent. This Warrant has been issued to Telebrands pursuant to the provisions of a certain Distribution Agreement dated as of October 15, 2012 by and between the Company and Telebrands (the “Distribution Agreement”). This Warrant may not be exercised by Telebrands unless and until Telebrands shall have first sold Ten Million (10,000,000) Devices (as such term is defined in the Distribution Agreement (the “Condition Precedent”).

2.            Exercise of Warrant.

(a)          Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to Telebrands a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of Telebrands or his designee. Such certificate(s) shall:

(i)           bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”);

(ii)          bear a restrictive legend restricting voting and transferability of such shares under a certain Voting Trust Agreement dated as of October 15, 2012 by and among the Company and certain shareholders thereof (the “Voting Trust Agreement”); and

(iii)         be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

(b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to Telebrands a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

3.            Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

4.            Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

5.            No Transfer of Warrant. This Warrant may not be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered or otherwise disposed of, in whole or in part.

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6.            Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

7.            Rights of Telebrands. Telebrands shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of Telebrands are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

8.            Anti-Dilution Rights.

(a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that Telebrands shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by Telebrands hereof upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to Telebrands the shares of stock, securities, cash or property that Telebrands shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for Telebrands, to the greatest extent practicable, the benefits provided for in this Warrant.

(b)          If, pursuant to the provisions of this paragraph 8, Telebrands would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

(c)          The Company shall at any time if so requested by Telebrands furnish a written summary of all adjustments made pursuant to this paragraph 8 promptly following any such request.

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9.              Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.            Voting Trust Agreement. The Warrant Shares are subject to the provisions of the Voting Trust Agreement. The Warrant Shares shall be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

11.            Amendments and Waivers. The respective rights and obligations of the Company and Telebrands may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

12.            Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

13.            Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

14.            Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of October 15, 2012.

FREECAST, INC.
By:
	William A. Mobley, Jr.
	Chief Executive Officer

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PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to ________ Shares and hereby makes payment of $ _________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name:

(Please typewrite or print in block letters)

Address:

Dated:

Signature:

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EX-10.1

Exhibit 10.1

DISTRIBUTION AGREEMENT

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”).

RECITALS:

A.          The Company is the licensee of certain software and other technology which permits it to provide the Online Services.

B.          Telebrands desires to market, promote, sell and distribute the Devices in accordance with the provisions of this Distribution Agreement (the “Agreement”).

C.          The Company desires that Telebrands market, sell and distribute the Devices in accordance with the provisions of this Agreement.

D.          Each of the parties believes it to be in its best interests to enter into this Agreement.

NOW, THEREFORE, in consideration of the Recitals and the respective covenants and agreements of the parties set forth herein, each of the parties agrees as follows:

ARTICLE I

Certain Definitions

The following terms shall have the following respective meanings when utilized in this Agreement:

“1933 Act” shall have the meaning set forth in Section 6.6(b).

“Affiliate” means with respect to a specified Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person. The concept of “control” when utilized with respect to a specified Person, shall signify the possession of the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting or equity securities, by contract or otherwise.

“Agreement” shall have the meaning set forth in Recital B.

“Company” shall have the meaning set forth in the first paragraph of this Agreement.

“Company Confidential Information” means the confidential and/or proprietary information and/or trade secrets of the Company (whether such information is or is not marked or identified as confidential or proprietary), including without limitation software (in object and source code form), technology, inventions (whether or not patentable), trade secrets, ideas, know-how, techniques, processes, formulas, algorithms, schematics, research, development, software design and architecture, testing procedures, design and functional specifications, problem reports and performance information, marketing and financial plans and data. “Company Confidential Information” does not include information that Telebrands can show through documentary evidence: (a) is or becomes publicly known through no fault, act or omission of Telebrands; (b) is known by or in the possession of Telebrands prior to its receipt from the Company; or (c) is lawfully obtained from a third party who rightfully possesses the information (without confidentiality or proprietary restriction).

“Company Indemnitees” shall have the meaning set forth in Section 13.2.

“Device” means a single retail-ready package containing one copy of the Licensed Software in object code format stored on a USB device, packaging and/or other items as may be mutually determined by the Company and Telebrands.

“Disclosure Documents” shall have the meaning set forth in Section 6.5(e).

“Domain Name” shall have the meaning set forth in Section 7.2.

“End User” means a licensee of the Licensed Software who acquires such software for normal personal use or business end use and not for resale or distribution.

“End User License” means the Company’s standard end user license agreement for the Licensed Software, as modified from time to time by the Company in its sole discretion.

“Extraordinary Transaction” shall have the meaning set forth in Section 9.4.

“Federal Securities Laws” shall have the meaning set forth in Section 6.5(a).

“Indemnified Expenses” shall have the meaning set forth in Section 13.1(a).

“Intellectual Property Rights” means all present and future copyrights, trademark rights, service mark rights, trade secret rights, patent rights, moral rights, and other intellectual property and proprietary rights recognized in any jurisdiction.

“Licensed Software” means the software made available by the Company under this Agreement which permits the end-user, for a fee, to access the Online Services and is contained on a Device.

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“Net Sales” means the invoice price charged for any good or service, but excluding shipping and handling charges and any applicable sales taxes, less:

(i)           all returns, refunds, rebates, credits and allowances actually made or allowed to an End User or other customer;

(ii)          customary cash and trade discounts; and

(iii)         losses incurred due to credit card chargebacks, bad checks and C.O.D. rejections.

“Online Services” means the online television and music content aggregation services as an interactive guide provided by the Company.

“Person” means any individual, person, sole proprietorship, company, corporation, partnership, limited liability company, joint venture, trust, association or other entity, or any combination of the foregoing.

“Sales Shortfall” shall have the meaning set forth in Section 9.2(c).

“Securities” shall have the meaning set forth in Section 6.3.

“State Securities Laws” shall have the meaning set forth in Section 6.5(a).

“Telebrands” shall have the meaning set forth in the first paragraph of this Agreement.

“Telebrands Confidential Information” means the confidential and/or proprietary information and/or trade secrets of Telebrands (whether such information is or is not marked or identified as confidential or proprietary), including without limitation software (in object and source code form), technology, inventions (whether or not patentable), trade secrets, ideas, know-how, techniques, processes, formulas, algorithms, schematics, research, development, software design and architecture, testing procedures, design and functional specifications, problem reports and performance information, marketing and financial plans and data. “Telebrands Confidential Information” does not include information that the Company can show through documentary evidence: (a) is or becomes publicly known through no fault, act or omission of the Company; (b) is known by or in the possession of the Company prior to its receipt from Telebrands; or (c) is lawfully obtained from a third party who rightfully possesses the information (without confidentiality or proprietary restriction).

“Telebrands Indemnitees” shall have the meaning set forth in Section 13.1.

“Telebrands Marks” shall have the meaning set forth in Section 7.1.

“Term” shall have the meaning set forth in Section 9.1.

“Termination Event” shall have the meaning set forth in Section 9.3.

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“Territory” means worldwide, except to the extent limited by the export laws of the United States of America and the applicable import and export laws of foreign jurisdictions as described in Section 4.3.

“Transfer” shall have the meaning set forth in Section 6.5(a).

“Voting Trust Agreement” shall have the meaning set forth in Section 6.4.

“Warrant” or “Warrants” shall have the respective meanings set forth in Section 6.2.

ARTICLE II

Responsibilities of the Company

2.1          Website and Portal.

(a)          Effective as of a date to be mutually agreed by the parties, the Company shall cease to utilize the website, www.freecast.com, to provide the Online Services. During the Term, the Company may utilize the domain name, www.freecast.com, for any other purpose.

(b)          Effective as of a date to be mutually agreed by the parties, the Company shall establish, operate, manage and maintain a secure media portal which shall be branded as “RabbitTV” (the “Portal”) for the purpose of providing the Online Services.

2.2          Content of the Portal. The Company shall source content for the Portal.

2.3          Hosting. The Company shall provide hosting services for the Portal and adequate server space and technical infrastructure to meet anticipated and actual demand for the Online Services.

2.4          Licensed Software. The Company shall provide the Licensed Software to Telebrands or its designee for inclusion on the Devices.

2.5          End User Support. The Company shall utilize commercially reasonable efforts to provide technical support to End Users.

2.6          End Users. The Company shall register all End Users, create and maintain End User accounts and profiles, and create, maintain and manage End User subscription data (including expiration dates, renewal dates, and support and internal marketing data). The Company shall create, maintain and manage a data base of all such End User data and information.

2.7          Sharing of End User Data. At the request of Telebrands, the Company shall share data received from the End Users with Telebrands for the purpose of enabling Telebrands to market and sell Telebrands products to the End Users.

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2.8          Other Revenues. The Company may, but shall not be required to, generate revenues through use of the Portal. Such revenues may include without limitation revenues derived from advertising on the Portal and sales of goods and services by third party vendors. The Company shall be responsible for the collection of such revenues.

2.9          Conduct of Business. The Company shall:

(a)          conduct business in a manner that reflects favorably at all times on the Devices, the Online Services and the good name, goodwill and reputation of Telebrands and its Affiliates;

(b)          avoid deceptive, misleading or unethical practices that are or might be detrimental to the Devices, the Online Services, Telebrands or the public, including without limitation disparagement of the Devices, the Online Services or Telebrands; or

(c)          not publish or use any misleading or deceptive advertising material.

2.10        Costs and Expenses. The costs and expenses of providing the services described in this Article II shall be borne solely by the Company.

ARTICLE III

License

3.1          Appointment. Subject to the terms and conditions set forth in this Agreement, the Company appoints Telebrands as the Company’s independent, authorized, exclusive distributor of the Devices in the Territory during the Term, and Telebrands accepts such appointment. The Company shall not directly or indirectly market or sell access to the Online Services without the prior written consent of Telebrands, which consent shall not be unreasonably withheld.

3.2          Grant of License. Subject to the terms and conditions set forth in this Agreement, the Company grants to Telebrands a non-transferable, non-sublicensable license, exclusive and exercisable within the Territory:

(a)          to market, sell and distribute the Devices directly or indirectly to potential End Users, whether through the use of the telephone, direct response mail, the internet or retail outlets; and

(b)          to use, install and operate the Licensed Software (solely on Telebrands’ systems) for the sole purpose of (i) testing and evaluation of the Licensed Software, (ii) training Telebrands’ personnel in the marketing and sale of the Licensed Software, and (iii) demonstrating and promoting the Devices to potential customers, including without limitation retailers and End Users.

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Telebrands shall not directly or indirectly market, sell, distribute, use, install or operate the Devices or the Licensed Software in any manner not set forth in this Section 3.2 without the prior written consent of the Company, which consent shall not be unreasonably withheld.

3.3         Restrictions on Use. Telebrands shall not, and shall use reasonable efforts to ensure that other parties shall not:

(a)          modify, adapt, alter, translate, copy, perform and display (publicly or otherwise), or create derivative works based on the Licensed Software;

(b)          merge or bundle the Licensed Software with other software;

(c)          sublicense, lease, rent, or loan the Licensed Software, other than as part of the Device as contemplated herein;

(d)          except as expressly permitted in Section 3.2 above, transfer the Licensed Software to any third party;

(e)          provide the use of the Licensed Software in any service bureau, rental or timesharing arrangement; or

(f)          reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Licensed Software.

3.4         No Sale. Any reference to “sell,” “sale(s),” “selling” or the like of the Devices in this Agreement refers only to the sale and transfer of title of the medium on which the Licensed Software is stored, and no title to the Licensed Software is transferred. The Licensed Software may only be sold and distributed by Telebrands as expressly provided in this Agreement.

3.5         IP Ownership. The Company shall own all right, title and interest, including all Intellectual Property Rights, in and to the Licensed Software. All rights in and to the Licensed Software not expressly granted to Telebrands under this Agreement are reserved by the Company. Telebrands shall not remove, alter, or obscure any proprietary notices (including copyright notices) of the Company included in or with the Licensed Software. Telebrands shall take all reasonable measures to protect the Company’s Intellectual Property Rights in the Licensed Software, including providing assistance and measures as are reasonably requested by the Company from time to time.

ARTICLE IV

Responsibilities of Telebrands

4.1         Production of Devices. Telebrands shall use reasonable efforts to cause the Devices to be produced in sufficient quantities to meet anticipated and actual demand for the Devices.

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4.2          Marketing of Devices.

(a)          Telebrands shall use commercially reasonable efforts to market, promote and solicit orders for and sales of the Devices.

(b)          In marketing and distributing the Devices, Telebrands shall:

(i)           conduct business in a manner that reflects favorably at all times on the Devices, the Online Services and the good name, goodwill and reputation of the Company and its Affiliates;

(ii)          avoid deceptive, misleading or unethical practices that are or might be detrimental to the Devices, the Online Services, the Company or the public, including without limitation disparagement of the Devices, the Online Services or the Company;

(iii)          not publish or use any misleading or deceptive advertising material; or

(iv)          make any representations with respect to Devices or the Online Services that are contrary to or inconsistent with any statements published by the Company, including without limitation any warranties or disclaimers contained in such statements.

4.3          Compliance with Laws. Telebrands shall comply with all applicable international, national, regional and local laws and regulations with regard to its marketing, sales, distribution and other activities under this Agreement, including any applicable import and export laws and regulations. Telebrands shall obtain all necessary permits, licenses, registrations, and approvals needed in connection with the exportation, marketing, sale, and distribution of the Devices. Telebrands shall not export or re-export the Devices in any form in violation of the export or import laws of the United States of America or any foreign jurisdiction.

4.4         Government Use. For Devices which Telebrands is aware are being delivered to an agency or instrumentality of the United States of America, Telebrands shall identify the Devices and any related information as “commercial computer software” and “commercial computer software documentation” and, as specified in FAR 12.212 or DFARS 227.7202, and their successors, as applicable, shall restrict the United States government’s rights to use, reproduce or disclose such Devices in accordance with the terms and conditions of the End User License.

4.5          Telebrands Products. Telebrands may, but shall not be obligated to, market and sell Telebrands products to the End Users.

4.6          Orders, Sales and Fulfillment. Telebrands shall be responsible for all orders and sales, collection of payment and fulfillment of orders for the Devices and any Telebrands products.

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4.7         Costs and Expenses. The costs and expenses of providing the services described in this Article IV shall be borne solely by Telebrands.

ARTICLE V

Payments

5.1         Payments to the Company. On the fifteenth day of each calendar month, Telebrands shall pay to the Company, by wire or electronic funds transfer:

(a)          an amount equal to (i) the number of Devices sold by Telebrands having a one year period of use by the End User during the immediately preceding calendar month for which funds have been collected, multiplied by (ii) the greater of (A) Seventy-Five Cents ($0.75) or (B) Seven and One-Half Percent (7.5%) of Net Sales;

(b)          an amount equal to (i) the number of renewals sold by Telebrands having a one year period of use by the End User during the immediately preceding calendar month for which funds have been collected, multiplied by (ii) the greater of Fifty Cents ($0.50) or (B) Seven and One-Half Percent (7.5%) of the retail sale price;

(c)          an amount equal to (i) the number of renewals sold by Telebrands having a multi-year period of use by the End User (whether sold as an add-on in connection with a sale of a Device or as a subsequent stand alone renewal) during the immediately preceding calendar month for which funds have been collected, multiplied by (ii) the number of years of use by each End User, multiplied by (iii) the greater of (A) Fifty Cents ($0.50) or (B) Seven and One-Half Percent (7.5%) of the retail sale price; and

(d)          an amount equal to five percent (5%) of Net Sales of Telebrands products, other than the Devices or renewals, made to End Users during the immediately preceding calendar month for which funds have been collected.

5.2         Payments to Telebrands. On the fifteenth day of each calendar month, the Company shall pay to Telebrands, by wire or electronic funds transfer an amount equal to thirty percent (30%) of the Company’s share of revenues for which funds have been actually received for advertising on the Portal and sales of goods and services by third party vendors.

5.3         Books and Records.

(a)          Each of the parties shall at all times maintain true, correct and complete books and records of account of sales and Net Sales. Such books and records of account shall be preserved by each of the parties for a period of not less than seven years.

(b)          At a reasonable time after reasonable notice, on not more than one occasion per calendar year, each of the parties and its officers, employees, representatives and agents shall be entitled to inspect and to make copies of all of the books, records, files and documents, in whatever form, of the other party and its Affiliates with respect to sales and Net Sales in order to verify that the provisions of Section 5.1 or Section 5.2, as the case may be, are being fully complied with by the other party.

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(c)          All shortfalls in payment to the inspecting party shall, immediately upon demand, be paid by the other party. In addition, the cost of any inspection pursuant to Section 5.3 (b) above shall be borne solely by the inspecting party; provided, however, if a variance is found for any period of more than five percent (5%) of (i) sales or Net Sales or (ii) any amounts paid to the inspecting party pursuant to this Article V, then the other party shall, immediately upon demand, pay to the inspecting party all of the following amounts:

(A)          all reasonable costs of the inspection; and

(B)           interest on all such shortfalls at the highest rate of interest permitted by the laws of the State of Florida.

5.4         Sales Reports. Each of the parties shall provide the other with monthly reports of sales and Net Sales.

ARTICLE VI

Securities

6.1         Purchase and Sale of Shares. For and in consideration of One Thousand Dollars ($1,000), the Company sells to Telebrands, and Telebrands purchases from the Company, Four Thousand (4,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (collectively, the “Shares”).

6.2         Issuance of Warrants.

(a)          As additional incentive to Telebrands to market, sell and distribute the Devices, simultaneously with the execution and delivery of this Agreement, the Company is issuing to Telebrands five separate non-transferable warrants in substantially the form of Exhibit A attached hereto (collectively, the “Warrants” and, individually, a “Warrant”). Each Warrant permits Telebrands to purchase up to Four Million (4,000,000) shares of Common Stock at a purchase price of Twenty-Five Cents ($0.25) per share. Exercise of each of the Warrants is conditioned upon the sale of a certain number of Devices, with the first Warrant exercisable after the sale of Two Million (2,000,000) Devices, the second Warrant exercisable after the sale of Four Million (4,000,000) Devices, the third Warrant exercisable after the sale of Six Million (6,000,000) Devices, the fourth Warrant exercisable after the sale of Eight Million (8,000,000) Devices and the fifth Warrant exercisable after the sale of Ten Million (10,000,000) Devices.

(b)          For each Two Million (2,000,000) Devices in excess of Ten Million (10,000,000) Devices sold by Telebrands, the Company shall issue to Telebrands an immediately exercisable warrant to purchase up to Four Million (4,000,000) shares of Common Stock at a purchase price per share equal to the fair market value of a share of Common Stock on the date of issuance.

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(c)          The Company and Nextelligence, Inc. have previously entered into a Technology License and Development Agreement dated as of June 30, 2011. Such agreement shall be amended and restated to add a provision providing for the issuance to Nextelligence, Inc. of an additional Four Thousand (4,000) shares of Common Stock and a provision substantially similar to Section 6.2(b).

6.3          Securities. The Shares and the Warrants are hereinafter collectively referred to as the “Securities.”

6.4          Voting Trust Agreement. Simultaneously with the execution and delivery of this Agreement, certain parties are entering into a Voting Trust Agreement in substantially the form of Exhibit B attached hereto (the “Voting Trust Agreement”).

6.5          Certain Representations, Warranties, Covenants and Agreements of Telebrands. Telebrands represents and warrants to the Company, and covenants and agrees with the Company, as follows:

(a)          The Securities are being acquired by Telebrands for its own account, and not for the account or beneficial interest of any other Person. The Securities are not being acquired by Telebrands with a view to, or for resale in connection with, any “distribution” within the meaning of (i) the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Federal Securities Laws”), or (ii) any applicable state securities or blue sky laws and the rules and regulations promulgated thereunder (collectively, the “State Securities Laws”).

(b)          The Securities have not been, and will not be, registered under the Federal Securities Laws or any State Securities Laws and, as such, must be held by Telebrands unless and until they are subsequently so registered under the Federal Securities Laws and any applicable State Securities Laws or an exemption from registration thereunder is available. The Securities constitute “restricted securities,” as that teen is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the 1933 Act”).

(c)          Telebrands shall not, directly or indirectly, sell, assign, transfer, convey, gift, give, mortgage, pledge, hypothecate, encumber or otherwise dispose of any or all of the Securities (any such transaction hereinafter being referred to as a “Transfer”), unless such Transfer is registered under the Federal Securities Laws and any applicable State Securities Laws or a specific exemption from registration thereunder is available. Any Transfer of any or all of the Securities which is made pursuant to an exemption claimed under the Federal Securities Laws and any applicable State Securities Laws will require a favorable opinion of the Company’s legal counsel to the effect that such Transfer does not and will not violate the provisions of the Federal Securities Laws or any applicable State Securities Laws.

(d)           Telebrands is an “accredited investor,” as such term is defined Regulation D under the 1933 Act.

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(e)          Telebrands, through its directors and officers, has such knowledge and experience in financial, investment and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Management of Telebrands has read and understood each and every one of the Disclosure Documents (as such term is hereinafter defined). In connection with its review, Telebrands has consulted with such independent legal counsel, accountants and other advisers considered appropriate to assist Telebrands. In particular, and not in limitation of the foregoing, Telebrands has taken full cognizance of and understands each and every one of the following:

(i)           this Agreement;

(ii)          the Warrants;

(iii)         the Voting Trust Agreement; and

(iv)         such other documents and materials as Telebrands shall have requested from the Company.

All of the foregoing documents are collectively referred to herein as the “Disclosure Documents.”

(f)          Telebrands has been afforded the opportunity to ask questions of, and to receive answers from, the management of the Company concerning the terms and conditions of the Securities and to obtain any additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and has availed itself of such opportunity to the extent it considers appropriate in order to permit its management to evaluate the merits and risks of an investment in the Securities.

(g)          Telebrands understands and acknowledges that certain provisions of the Warrants and the Voting Trust Agreement impose substantial restrictions upon Telebrands’ ability to vote or Transfer the Securities. Telebrands shall not vote or Transfer any Securities, except in full compliance with all of the provisions of the Warrants and the Voting Trust Agreement, and shall comply in all respects with all of the provisions thereof.

(h)          The Company is under no obligation whatsoever to file any registration statement under the Federal Securities Laws or any State Securities Laws to register any Transfer of any Securities held by Telebrands, or to take any other action necessary for the purpose of making an exemption from registration available to Telebrands in connection with any such Transfer. Stop transfer instructions will be issued by the Company with respect to the Securities. Therefore, Telebrands may be forced to hold the Securities acquired for an indefinite period of time.

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(i)          Telebrands acknowledges that all certificates representing the Shares will bear a restrictive legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POSTEFFECTIVE 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 AND ANY OTHER APPLICABLE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO, AND MAY BE VOTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THAT CERTAIN VOTING TRUST AGREEMENT DATED AS OF OCTOBER 15, 2012, AND ANY AND ALL AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF FREECAST, INC.

(j)          Telebrands acknowledges that all certificates representing the Shares will bear a restrictive legend in substantially the following form:

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.

THE SHARES UNDERLYING THIS WARRANT ARE HELD SUBJECT TO, AND MAY BE VOTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THAT CERTAIN VOTING TRUST AGREEMENT DATED AS OF OCTOBER 15, 2012, AND ANY AND ALL AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF FREECAST, INC.

6.6         Certain Representation and Warranties of the Company. The Company represents and warrants to Telebrands, and covenants and agrees with Telebrands, as follows:

(a)         The Company has all requisite power and authority to enter into and perform its obligations under this Agreement and to issue the Shares, the Warrants and the shares to be issued upon exercise of the Warrants.

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(b)          The shares to be issued upon exercise of the Warrants will, upon issuance in accordance with the terms of the Warrant, be (i) duly authorized, fully paid and non-assessable, and (ii) free from all liens, charges and security interests, with the exception of claims arising through the acts or omissions of Telebrands and except as arising from applicable Federal Securities Laws and State Securities Laws. The Company shall reserve and keep available, out of its authorized but unissued shares of Common Stock for issuance upon the exercise of the Warrants, free from preemptive rights, such number of shares of Common Stock for which the Warrants shall from time to time be exercisable.

(c)          Prior to the time it becomes obligated to file periodic reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, the Company shall provide to Telebrands quarterly and annual financial information in the form prepared for use by its management.

ARTICLE VII

Telebrands Marks; Domain Name

7.1          Telebrands Marks. Telebrands is the sole owner of all of Telebrands and RabbitTV name, trade names, trademarks, service marks and copyrights (collectively, “Telebrands Marks”). Telebrands grants to the Company a non-exclusive right and license to use all of the Telebrands Marks (a) on the Portal, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing the Portal or the Devices, and (c) in applications reasonably necessary and ancillary to the foregoing.

7.2          Domain Name. Telebrands is the sole owner of the domain name, www.RabbitTV.com (the “Domain Name”).

7.3          Transfer. The Company shall transfer to Telebrands any domain names acquired by it which are variations on the “RabbitTV” brand. The Company shall not directly or indirectly file for any trademark, trade name, service mark or copyright that uses any variation of the “RabbitTV” brand.

ARTICLE VIII

Confidential Information

8.1          Company Confidential Information.

(a)          Telebrands acknowledges and agrees that the Company Confidential Information is and shall remain the sole property of the Company. Telebrands shall protect the Company Confidential Information from unauthorized dissemination and shall use the same degree of care that Telebrands uses to protect its own like information, but in no event less than a reasonable degree of care. Telebrands shall not disclose to third parties the Company Confidential Information without the prior written consent of the Company. Telebrands shall use the Company Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement.

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(b)          Notwithstanding the provisions of Section 8.1(a), Telebrands may use or disclose the Company Confidential Information to the extent Telebrands is legally compelled to do so, provided, however, that prior to any such compelled disclosure, Telebrands notifies the Company and fully cooperates with the Company in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. Telebrands acknowledges and agrees that any breach of this Section 8.1 would cause irreparable harm to the Company for which monetary damages would not be adequate and, therefore, Telebrands agrees that, in the event of a breach of this Section 8.1, the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

8.2          Telebrands Confidential Information.

(a)          The Company acknowledges and agrees that the Telebrands Confidential Information is and shall remain the sole property of Telebrands. The Company shall protect the Telebrands Confidential Information from unauthorized dissemination and shall use the same degree of care that the Company uses to protect its own like information, but in no event less than a reasonable degree of care. The Company shall not disclose to third parties the Telebrands Confidential Information without the prior written consent of Telebrands. The Company shall use the Telebrands Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement.

(b)          Notwithstanding the provisions of Section 8.2(a), the Company may use or disclose the Telebrands Confidential Information to the extent the Company is legally compelled to do so, provided, however, that prior to any such compelled disclosure, the Company notifies Telebrands and fully cooperates with Telebrands in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. The Company acknowledges and agrees that any breach of this Section 8.2 would cause irreparable harm to Telebrands for which monetary damages would not be adequate and, therefore, the Company agrees that, in the event of a breach of this Section 8.2, Telebrands shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

ARTICLE IX

Term and Termination

9.1          Term.

(a)          The term of this Agreement shall commence on the date of this Agreement and shall continue in effect through December 31, 2017 (the “Term”). Notwithstanding the provisions of the immediately preceding sentence, certain provisions of this Agreement may be terminated early by a party in accordance with the provisions of Section 9.5.

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(b)          If more than Ten Million (10,000,000) Devices shall be sold on or before December 31, 2017, then the Term shall be extended for an additional period of five years. Notwithstanding the provisions of the immediately preceding sentence, certain provisions of this Agreement may be terminated early by a party in accordance with the provisions of Section 9.5. If the Term is extended for an additional period of five years, then the parties will cooperate in finding other mutually beneficial business opportunities, including without limitation a la carte programming services.

9.2          Minimum Sales of Devices.

(a)          During the first five years of the Term, if, for any reason:

(i)           less than One Million (1,000,000) Devices shall be sold on or before December 31, 2013; or

(ii)          less than an aggregate of Two Million (2,000,000) Devices shall be sold on or December 31, 2014; or

(iii)         less than an aggregate of Three Million (3,000,000) Devices shall be sold on or before December 31, 2015; or

(iv)         less than an aggregate of Four Million (4,000,000) Devices shall be sold on or before December 31, 2016;

then, in any such event, either party may terminate early certain provisions of this Agreement in accordance with the provisions of Section 9.5.

(b)          If the Term is extended as provided in Section 9.1(b), then during the second five years of the Term, if, for any reason:

(i)           less than an aggregate of Eleven Million (11,000,000) Devices shall be sold on or before December 31, 2018; or

(ii)          less than an aggregate of Twelve Million (12,000,000) Devices shall be sold on or before December 31, 2019; or

(iii)         less than an aggregate of Thirteen Million (13,000,000) Devices shall be sold on or before December 31, 2020; or

(iv)         less than an aggregate of Fourteen Million (14,000,000) Devices shall be sold on or before December 31, 2021;

then, in any such event, either party may terminate early certain provisions of this Agreement in accordance with the provisions of Section 9.5.

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(c)          Any of the events described in Section 9.2(a) or Section 9.2(b) is hereinafter referred to as a “Sales Shortfall.”

9.3          Termination Events. The occurrence of any of the following events or conditions shall constitute a Termination Event hereunder:

(a)          A party shall fail for any reason to make any payment to the other party when required pursuant to the provisions of Article V and such failure shall not have been cured within three business days of receipt of notice from the other to such effect;

(b)          Except as otherwise provided in Section 9.2(a), a party shall fail to perform or breach or default in any of its obligations under this Agreement and such failure to perform, breach or default is not cured within sixty days after receipt of notice from the another party thereof;

(c)          A party shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a voluntary petition under any bankruptcy, insolvency or other law for the relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, (iii) make any assignment for the benefit of its creditors or (iv) enter into any composition agreement;

(d)          An involuntary petition shall be filed against a party under any bankruptcy, insolvency or other law for the relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, which involuntary petition is not dismissed within sixty days after the date of the filing thereof;

(e)          Any court of competent jurisdiction shall find that a party is insolvent or bankrupt;

(f)           A receiver or trustee shall be appointed for a party or for all or a substantial portion of the assets and properties of a party;

(g)          A final judgment shall be entered against a party which is not satisfied or bonded in full within thirty days after the date of the entry thereof;

(h)          Any of the assets and properties of a party shall be levied upon, seized or attached;

(i)           All or a substantial portion of the assets and properties of a party shall be lost, stolen, damaged or destroyed; or

(j)           A party shall enter into, or consummate, an Extraordinary Transaction (as such term is hereinafter defined).

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9.4          Extraordinary Transaction. The term “Extraordinary Transaction” means any transaction pursuant to which any of the parties shall, directly or indirectly:

(a)          merge or consolidate with or into another entity, or enter into a binding agreement to merge or consolidate with or into another other entity;

(b)          sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions;

(c)          sell, lease, exchange or otherwise dispose of any interest in this Agreement or enter into a binding agreement for the sale, lease, exchange or other disposition of any interest in this Agreement; or

(d)          liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of a party.

9.5          Termination.

(a)          Upon the occurrence of a Sales Shortfall, either party shall have the right to terminate the provisions of Articles II through IV, Section 7.1, Sections 9.1 through 9.5, Article X and Article XII of this Agreement upon the delivery of written notice thereof to the other party, but all of the other provisions of this Agreement shall remain in full force and effect for an indefinite period.

(b)          Upon the occurrence of a Termination Event, the non-defaulting party shall have the right to terminate the provisions of Articles II through TV, Section 7.1, Sections 9.1 through 9.5, Article X and Article XII of this Agreement upon the delivery of written notice thereof to the other party, but all of the other provisions of this Agreement shall remain in full force and effect for an indefinite period.

9.6          Post-Termination Payments to Telebrands.

(a)          Subsequent to any termination pursuant to Section 9.5, the Company may, but shall not be required to, continue to operate its business, renew Persons who were End Users on the date of any such termination, and make sales of goods and services to Persons who were End Users on the date of any such termination. Subsequent to any termination pursuant to Section 9.5, the Company shall pay to Telebrands, on a monthly basis, an amount equal to thirty percent (30%) of the Company’s share of revenues for which funds have been actually received by the Company for (a) renewals of Persons who were End Users on the date of any such termination and (b) sales of goods and services by third party vendors to Persons who were End Users on the date of any such termination.

(b)          Subsequent to any termination pursuant to Section 9.5, the Company shall provide Telebrands with monthly reports of sales and Net Sales.

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(c)          Subsequent to any termination pursuant to Section 9.5, at a reasonable time after reasonable notice, on not more than one occasion per calendar year, Telebrands and its officers, employees, representatives and agents shall be entitled to inspect and to make copies of all of the books, records, files and documents, in whatever form, of the Company and its Affiliates with respect to sales and Net Sales in order to verify that the provisions of Section 9.6(a) are being fully complied with by the Company.

(d)          Subsequent to any termination pursuant to Section 9.5, all shortfalls in payment to Telebrands shall, immediately upon demand, be paid by the Company. In addition, the cost of any inspection pursuant to Section 9.6(c) above shall be borne solely by Telebrands; provided, however, if a variance is found for any period of more than five percent (5%) of (i) sales or Net Sales or (ii) any amounts paid to Telebrands pursuant to this Section 9.6, then the Company shall, immediately upon demand, pay to Telebrands all of the following amounts:

(A)          all reasonable costs of the inspection; and

(B)          interest on all such shortfalls at the highest rate of interest permitted by the laws of the State of Florida.

ARTICLE X

Excuse of Performance

No party shall be liable for any failure to perform under this Agreement, other than any obligation to make any payment, due to an act of God, war, public enemy, any person engaged in subversive activity, sabotage, terrorism, hacking or other similar acts, fire, flood, storm, explosion, hurricane, tornado, earthquake or other natural disaster or catastrophe, epidemic or quarantine restriction, interruption of power supplies or hosting services or any other cause beyond the reasonable control of the party attempting to excuse its performance pursuant to this Article X.

ARTICLE XI

Disclaimers; Limitation on Liability

11.1        Warranty to End Users. Any warranties regarding the Licensed Software made by the Company are made solely to the End Users pursuant to the terms and conditions of the End User License, and no warranty whatsoever regarding the Licensed Software is extended to Telebrands or any other distributor or retailer, except as is specifically set forth in this Agreement.

11.2        No Warranty on Behalf of the Company. Telebrands shall not make any representation or warranty, express or implied, binding or purporting to bind the Company in connection with the Devices and/or the Licensed Software, including without limitation any representations or warranties relating to the performance, condition, title, noninfringement, merchantability, fitness for a particular purpose, system integration, or data accuracy of any of the foregoing.

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11.3        Disclaimer.

(a)          EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY, MADE DIRECTLY TO END USERS PURSUANT TO THE END USER LICENSE OR AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES WITH RESPECT TO ANY PRODUCTS, LICENSE OR SERVICE, INCLUDING WITHOUT LIMITATION LICENSED SOFTWARE AND THE DEVICES, AND DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMFNT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR THE DEVICES WILL MEET ANY END USER REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. TELEBRANDS IS NOT AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE LICENSED SOFTWARE OTHER THAN AS PROVIDED, IF AT ALL, IN THE END USER LICENSE. TELEBRANDS SHALL MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF THE COMPANY.

(b)          NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, EXCEPT AS SET FORTH IN ARTICLE V, SECTION 9.6 AND SECTION 13.1, IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING UNDER, WITH RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL MONIES PAID BY TELEBRANDS TO THE COMPANY UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LIABILITY ARISES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, EXCEPT AS SET FORTH IN ARTICLE V, SECTION 9.6 AND SECTION 13.2, IN NO EVENT SHALL TELEBRANDS’ AGGREGATE LIABILITY ARISING UNDER, WITH RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL MONIES PAID BY THE COMPANY TO TELEBRANDS UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LIABILITY ARISES.

11.4        Limitation on Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY FOR (a) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; (b) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (c) COST AND EXPENSES OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.

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ARTICLE XII

Certain Representations and Warranties

12.1        Certain Representations, Warranties of the Company. The Company represents and warrants to Telebrands as follows:

(a)          The Company is a corporation duly organized and existing under the laws of the State of Florida.

(b)          The Company has all necessary power and authority to execute and deliver this Agreement and has taken all necessary corporate action required to be taken to authorize the Company to execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it under this Agreement. This Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company. The execution and delivery of this Agreement by the Company does not violate any provision of its organizational documents, violate, or result in, with the giving of notice or the lapse of time or both, a violation of any provision of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice, or lapse of time or both) any obligation under, any mortgage, lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree to which the Company is a party or by which the Company or any of its assets is bound.

(c)          The Company is the sole owner of the Licensed Software, free and clear of all liens, security interests, encumbrances and charges of any kind or nature whatsoever. The Company has all necessary rights, power and authority to license the Licensed Software to the End Users.

(d)          The Company (i) is not involved in any manner in any suit, action or proceeding which involves a claim of infringement or misappropriation of any of the Licensed Software or the Online Services and (ii) has not received any written complaint, claim, demand or notice alleging any such claim or possible claim which has not been resolved. Neither the Licensed Software nor the use thereof infringes on or violates in any manner the patent, trademark, service mark, copyright, trade dress or other Intellectual Property Rights of any Person, or any trade secret or confidential or proprietary information or data of any Person.

12.2        Certain Representations, Warranties of Telebrands. Telebrands represents and warrants to the Company as follows:

(a)          Telebrands is a corporation duly organized and existing under the laws of the State of New Jersey.

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(b)          Telebrands has all necessary power and authority to execute and deliver this Agreement and has taken all necessary corporate action required to be taken to authorize Telebrands to execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it under this Agreement. This Agreement has been duly executed and delivered by Telebrands and is a valid and binding agreement of Telebrands. The execution and delivery of this Agreement by Telebrands does not violate any provision of Telebrands’ organizational documents, violate, or result in, with the giving of notice or the lapse of time or both, a violation of any provision of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice, or lapse of time or both) any obligation under, any mortgage, lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree to which Telebrands is a party or by which Telebrands or any of its assets is bound.

(c)          Telebrands is the sole owner of the Telebrands Marks and the Domain Name, free and clear of all liens, security interests, encumbrances and charges of any kind or nature whatsoever. Telebrands has all necessary rights, power and authority to license the Telebrands Marks to the Company, and the Company shall be fully protected in utilizing any or all of the Telebrands Marks.

(d)          Telebrands (i) is not involved in any manner in any suit, action or proceeding which involves a claim of infringement or misappropriation of any of the Telebrands Marks or the Domain Name and (ii) has not received any written complaint, claim, demand or notice alleging any such claim or possible claim. None of the Telebrands Marks or the Domain Name or the use thereof infringes on or violates in any manner the patent, trademark, service mark, copyright, trade dress or other Intellectual Property Rights of any Person, or any trade secret or confidential or proprietary information or data of any Person.

ARTICLE XIII

Indemnification

13.1        Indemnification by the Company. The Company shall defend, indemnify and hold harmless Telebrands, its Affiliates and their respective shareholders, members, directors, officers, employees, agents, attorneys and representatives (all of the foregoing are hereinafter collectively referred to as the “Telebrands Indemnitees”), of, from and against the full amount of any and all claims, demands, actions, causes of actions, losses, liabilities, damages, settlements, taxes, deficiencies, assessments, costs and expenses (including without limitation fees and disbursements of trial and appellate counsel) (collectively, the “Indemnified Expenses”) suffered or incurred by any or all of the Telebrands Indemnitees arising out of or in connection with any third party claim that (a) the Licensed Software or the use thereof violates the patent, trademark, service mark, copyright, trade dress or other Intellectual Property Rights of any Person, or any trade secret or confidential or proprietary information or data of any Person or (b) any defect in the Licensed Software. Telebrands shall immediately advise the Company of any claim or suit of which it becomes aware. Telebrands may, at its option, join in the defense or settlement of any such claim with counsel of its choice, at its own expense.

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13.2          Indemnification by Telebrands. Telebrands shall defend, indemnify and hold harmless the Company, its Affiliates and their respective shareholders, members, directors, officers, employees, agents, attorneys and representatives (all of the foregoing are hereinafter collectively referred to as the “Company Indemnitees”) of, from and against the full amount of the Indemnified Expenses suffered or incurred by any or all of the Company Indemnitees arising out of or in connection with any third party claim that (i) any of the Telebrands Marks or the Domain Name or the use thereof violates the patent, trademark, service mark, copyright, trade dress or other Intellectual Property Rights of any Person, or any trade secret or confidential or proprietary information or data of any Person, (ii) Telebrands’ marketing, sale, distribution or use of the Devices not in strict accordance with this Agreement, (iii) any warranties or representations made by Telebrands or Telebrands’ agents to third parties which differ from those provided by the Company, or (iv) the production of or defects in the Devices (other than the Licensed Software in and of itself). The Company shall immediately advise Telebrands of any claim or suit of which it becomes aware. The Company may, at its option, join in the defense or settlement of any such claim with counsel of its choice, at its own expense.

ARTICLE XIV

Miscellaneous Provisions

14.1          Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding conflicts of law thereof.

14.2          Notices. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two days after having been delivered to Federal Express, DHL, UPS, Airborne or another recognized overnight courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective parties at their respective addresses or to their respective facsimile telephone numbers set forth below:

If to the Company:	FreeCast, Inc.
	5830 TG Lee Boulevard Suite 310
	Orlando, Florida 32822
	Attention: Chief Executive Officer
	Facsimile:
If to Telebrands:	Telebrands Corp.
	79 Two Bridges Road
	Fairfield, New Jersey 07004
	Attention: Bala Iyer, Executive Vice President
	Facsimile:

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or to such other address or facsimile telephone number as any party may from time to time give written notice of to the others pursuant to the foregoing provisions of this Section 14.2. It is specifically understood and agreed by the parties that any notice or other communication given by telephone, email, texting, twittering or any other form or forms of communication not specifically permitted by subsections (a), (b), (c) or (d) of this Section 14.2 shall not be deemed to be properly delivered for purposes of this Agreement and shall, therefore, be ineffective.

14.3          Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. This Agreement may not be amended, modified, altered or repealed in any manner, except by a written instrument executed by each of the parties.

14.4          Assignment. This Agreement may not be assigned, in whole or in part, by either party, without the prior written consent of the other. Any purported assignment, sale, transfer, delegation or other disposition of this Agreement by either of the parties which is not in full compliance with the immediately preceding sentence shall be null and void.

14.5          Independent Contractor Status. Each of the parties is an independent contractor, and not an agent, partner, joint venturer, franchisee or employee of any other party. Nothing contained in this Agreement shall be construed to create a partnership, joint venture or agency relationship between or among the parties.

14.6          Benefits; Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective successors and assigns.

14.7          Further Assurances. Each of the parties shall cooperate with one another, shall do and perform such actions and things, and shall execute and deliver such agreements, documents and instruments, as may be reasonable and necessary to effectuate the purposes and intents of this Agreement.

14.8          Severability. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law. If any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

14.9          Arbitration. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of sixty days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally resolved by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The arbitration will be conducted in Orange County, Florida. There shall be three arbitrators who shall be named in accordance with such Rules. A court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The award of the arbitrators shall be accompanied by a statement of the reasons upon which the award is based. The prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief which may be awarded to it. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.

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14.10          No Waivers. The waiver by a party of a breach or violation of any provision of this Agreement by the other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by a party to exercise any right or remedy it may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

14.11          Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

14.12          Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement as of the date first written above.

FREECAST, INC.
By
		William A. Mobley, Jr.
		Chairman of the Board and Chief Executive Officer

TELEBRANDS CORP.
By
		Bala Iyer, Executive Vice President

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Exhibit A

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.

THE SHARES UNDERLYING THIS WARRANT ARE HELD SUBJECT TO, AND MAY BE VOTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THAT CERTAIN VOTING TRUST AGREEMENT DATED AS OF OCTOBER 15, 2012, AND ANY AND ALL AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF FREECAST, INC.

FREECAST, INC.

NON-TRANSFERABLE WARRANT TO PURCHASE
4,000,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, TELEBRANDS CORP., a New Jersey corporation (“Telebrands”), is entitled to purchase, subject to the provisions hereof, from FREECAST, INC., a Florida corporation (the “Company”), Four Million (4,000,000) 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 the date of this Warrant but prior to 5:00 p.m., Eastern time, on October 14, 2022; provided, however, that the Condition Precedent (as such term is hereinafter defined) shall have first been satisfied in full.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant to the provisions of this Warrant) are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” This Warrant and all warrants issued upon transfer, division or in substitution hereof are hereinafter sometimes referred to as the “Warrants.”

1.          Condition Precedent. This Warrant has been issued to Telebrands pursuant to the provisions of a certain Distribution Agreement dated as of October 15, 2012 by and between the Company and Telebrands (the “Distribution Agreement”). This Warrant may not be exercised by Telebrands unless and until Telebrands shall have first sold ____ Million (_,000,000) Devices (as such term is defined in the Distribution Agreement (the “Condition Precedent”).

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2.             Exercise of Warrant.

(a)          Subject to the other provisions set forth herein, this Warrant may be exercised by presentation and surrender to the Company at its principal office, or at the office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to Telebrands a certificate or certificates representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the name of Telebrands or his designee. Such certificate(s) shall:

(i)           bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”);

(ii)          bear a restrictive legend restricting voting and transferability of such shares under a certain Voting Trust Agreement dated as of October 15, 2012 by and among the Company and certain shareholders thereof (the “Voting Trust Agreement”); and

(iii)         be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

(b)          If this Warrant is exercised only in part, the Company also shall issue and deliver to Telebrands a new Warrant, substantially in the form of this Warrant, covering the number of Warrant Shares which then remain issuable hereunder.

(c)          The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.

3.           Reservation of Shares. The Company shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

4.           Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

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5.           No Transfer of Warrant. This Warrant may not be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered or otherwise disposed of, in whole or in part.

6.           Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall not constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

7.           Rights of Telebrands. Telebrands shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of Telebrands are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

8.           Anti-Dilution Rights.

(a)          If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that Telebrands shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by Telebrands hereof upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to Telebrands the shares of stock, securities, cash or property that Telebrands shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for Telebrands, to the greatest extent practicable, the benefits provided for in this Warrant.

(b)          If, pursuant to the provisions of this paragraph 8, Telebrands would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.

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(c)          The Company shall at any time if so requested by Telebrands furnish a written summary of all adjustments made pursuant to this paragraph 8 promptly following any such request.

9.           Survival. Any obligation of the Company under this Warrant, the complete performance of which may require performance beyond the term of this Warrant, shall survive the expiration of such term.

10.          Voting Trust Agreement. The Warrant Shares are subject to the provisions of the Voting Trust Agreement. The Warrant Shares shall be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.

11.          Amendments and Waivers. The respective rights and obligations of the Company and Telebrands may be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be enforced.

12.          Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding the conflicts of law thereof.

13.          Entire Agreement. This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter.

14.          Headings. The headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its undersigned officer thereunto duly authorized as of October 15, 2012.

FREECAST, INC.
By:
	William A. Mobley, Jr. Chief Executive Officer

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PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to _____________ Shares and hereby makes payment of $____________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name:
	(Please typewrite or print in block letters)

Address:

Dated:

Signature:

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Exhibit B

VOTING TRUST AGREEMENT

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”).

RECITALS:

A.           The Company and Telebrands have entered into a Distribution Agreement of even date herewith (the “Distribution Agreement”).

B.           Pursuant to the Distribution Agreement, among other things, Telebrands has acquired and is the legal and beneficial owner of Four Thousand (4,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (collectively, the “Shares”).

C.           Pursuant to the Distribution Agreement, among other things, the Company has issued to Telebrands five warrants of even date herewith (collectively, the “Warrants”) to purchase up to an aggregate of Twenty Million (20,000,000) shares of Common Stock (collectively, the “Warrant Shares”) on the terms and conditions set forth therein.

D.           Telebrands desires to grant to the Trustee all rights to vote and to dispose of all shares of Common Stock now or hereafter acquired or legally or beneficially owned by it, including without limitation the Securities (as such term is hereinafter defined).

E.           Each of the parties desires to enter into this Voting Trust Agreement (the “Agreement”).

NOW, THEREFORE, in consideration of the covenants and agreements of the parties set forth herein, each of the parties, intending to be legally bound, agrees as follows:

1.           Creation of Voting Trust; Transfer of Shares into Voting Trust.

(a)          The Trustee is appointed as the trustee of all shares of Common Stock now or hereafter transferred to him in his capacity as trustee hereunder. The Trustee accepts his appointment as trustee hereunder.

(b)          Simultaneously with the execution and delivery of this Agreement, Telebrands transfers and conveys to the Trustee all of the Shares and the Trustee is issuing to Telebrands a Voting Trust Certificate (as such term is hereinafter defined).

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(c)          Upon exercise of any of the Warrants by Telebrands, all of the certificates representing Warrant Shares issued upon such exercise shall be registered in the name of the Trustee. Telebrands shall execute and deliver all documents and instruments necessary to cause registration of the certificates in the name of the Trustee in his capacity as trustee. Upon receipt of the certificates, the Trustee shall issue to Telebrands appropriate Trust Certificates.

(d)          All voting securities of the Company now or hereafter acquired, received or beneficially owned by Telebrands (collectively, the “Additional Shares”) shall be immediately transferred to the Trustee to be held by him pursuant to this Agreement. The Trustee shall issue to Telebrands appropriate Trust Certificates.

(e)          All voting securities of the Company distributed by the Company or received by Telebrands with respect to the Shares, the Warrant Shares or the Additional Shares, including without limitation any stock dividends, stock splits, and any other distributions and recapitalizations (collectively, the “Distribution Shares”), shall be immediately transferred to the Trustee to be held by him pursuant to this Agreement. The Trustee shall issue to Telebrands appropriate Trust Certificates.

(f)          The Shares, the Warrant Shares, the Additional Shares and the Distribution Shares are hereinafter collectively referred to as the “Securities.”

(g)          All distributions received by the Trustee with respect to the Securities, which are not in the form of voting securities of the Company, including without limitation cash dividends, cash distributions and non-voting securities, shall be promptly transferred by the Trustee to Telebrands.

2.           Voting Trust Certificates; List of Beneficial Owners.

(a)          The Trustee shall issue to each person or entity which shall transfer any Securities to him in his capacity as trustee hereunder voting trust certificates in substantially the form of Exhibit A attached hereto (the “Trust Certificates”) for the number of shares transferred to him.

(b)          The Trustee shall prepare a list of all beneficial owners of Trust Certificates.

(c)          The Trustee shall deliver or cause to be delivered to the Company a fully executed copy of this Agreement and a list of all beneficial owners of Trust Certificates.

(d)          The Trust Certificates shall not be transferable, provided, however, that Telebrands may Transfer (as such term is hereinafter defined) Trust Certificates to an Affiliate of Telebrands in a transaction not requiring registration under any federal or state securities laws.

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3.           Power and Authority of Trustee.

(a)          The Trustee shall possess and be entitled to exercise all of the voting rights and voting powers of an absolute and record owner of the Securities, including without limitation the power to vote (i) for election or removal of directors, (ii) on amendments to the Articles of Incorporation or Bylaws of the Company, and (iii) on any merger or consolidation involving the Company, any sale of all or substantially all of the assets of the Company, and any liquidation or dissolution of the Company. The Trustee may vote the Securities in favor of his election as a director of the Company.

(b)          The Trustee shall possess and be entitled to exercise all of the rights and powers of disposition of an absolute and record owner of the Securities, including without limitation the power to sell, exchange, gift, transfer, assign, convey and otherwise dispose of (a “Transfer”) the Securities; provided, however, that the Trustee shall not effect a Transfer or permit a registration statement to be filed with the Securities and Exchange or any state securities administrator of any or all of the Securities held by him unless Nextelligence, Inc., a Delaware corporation (“Nextelligence”), or any successor to Nextelligence, simultaneously effects a Transfer or registration of an identical proportion of the voting securities of the Company held by it on the same terms and conditions.

(c)          The Trustee shall not permit Nextelligence (or any successor to Nextelligence) to effect a Transfer or permit a registration statement to be filed with the Securities and Exchange or any state securities administrator of any or all of the voting securities of the Company held by it unless the Trustee simultaneously effects a Transfer or registration of an identical proportion of the Securities held by him in his capacity as Trustee on the same terms and conditions.

(d)          Telebrands shall be entitled to equitable relief, including injunctive relief or specific performance, for any breach of violation of the provisions of this Section 3.

4.           Term.

(a)          The trust hereby created shall remain in full force and effect until the earlier to occur of the following events:

(i)           the Trustee shall have ceased to be an Affiliate of the Company; or

(ii)          the Transfer of all of the Securities held by the Trustee.

(b)          The following terms shall have the following respective meanings when utilized in this Agreement:

(i)           “Affiliate” means with respect to a specified Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person or any director or officer of such Person. The concept of “control” when utilized with respect to a specified Person, shall signify the possession of the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting or equity securities, by contract or otherwise.

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(ii)          “Person” means any individual, person, sole proprietorship, company, corporation, partnership, limited liability company, joint venture, trust, association or other entity, or any combination of the foregoing.

5.          Trustee’s Duties and Immunities. In voting the Securities or in doing or performing or refraining from doing or performing any act or thing with respect to the control or management of Company or its business or affairs, either in person or by proxy, the Trustee shall act in good faith. Telebrands waives any potential or actual conflict of interest that the Trustee may personally have so long as Trustee acts in good faith. The Trustee shall not be liable for any error of judgment, any mistake of law or fact, or any other error or mistake, and shall not be responsible for any act or omission with respect to his duties and responsibilities as voting trustee, or for any damages or losses that may result therefrom, unless such damages or losses are proven by clear and convincing evidence to be the result of willful misconduct or bad faith.

6.          Indemnification of Trustee. The Company shall indemnify and hold harmless the Trustee from, against and in respect of the full amount of any and all liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses (including without limitation fees and disbursements of trial and appellate counsel) (collectively, the “Indemnified Expenses”) paid or incurred by him as the result of, arising from, in connection with or incident to, any matter directly or indirectly related to this Agreement, other than any Indemnified Expenses that are proven by clear and convincing evidence to be the result of the gross negligence, willful misconduct or bad faith of the Trustee.

7.          Appointment of Substitute Trustee. If the Trustee is unable for any reason to perform his duties hereunder, but continues to be an Affiliate of the Company, then the Trustee shall appoint a substitute Trustee (and give notice to Telebrands of such appointment), and any person so appointed shall thereupon be vested with all the duties, powers and authority of a trustee hereunder as if originally named herein.

8.          Reports. The Trustee is authorized and instructed to prepare and file any reports with respect to the Securities as may be required under any applicable federal or state securities laws. Telebrands shall reasonably cooperate with the Trustee in connection with the preparation and filing of any such reports.

9.          Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida without giving effect to the conflicts of law provisions thereof. This Agreement is intended by the parties to create “a voting trust” within the meaning of Section 607.0730 of the Florida Statutes.

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10.          Notices. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two days after having been delivered to Federal Express, UPS or another recognized overnight courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective parties at their respective addresses or to their respective facsimile telephone numbers, as follow:

If to the Trustee:	William G. Mobley, Jr., as Trustee
	5830 TG Lee Boulevard Suite 310
	Orlando, Florida 32822
	Attention: Chief Executive Officer Facsimile:
If to the Company:	FreeCast, Inc.
	5830 TG Lee Boulevard Suite 310
	Orlando, Florida 32822
	Attention: Chief Executive Officer Facsimile:
If to Telebrands:	Telebrands Corp.
	79 Two Bridges Road
	Fairfield, New Jersey 07004
	Attention: Bala Iyer, Executive Vice President Facsimile:

or to such other address or facsimile telephone number as a party may from time to time give written notice of to the other party pursuant to the foregoing provisions of this Section 10. It is specifically understood and agreed by the parties that any notice or other communication given by telephone, email, texting, tweeting, twittering or any other form or forms of communication not specifically permitted by subsections (a), (b), (c) or (d) of this Section 10 shall not be deemed to be properly delivered for purposes of this Agreement and shall, therefore, be ineffective.

11.          Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between and among the parties with respect to such subject matter. This Agreement may not be amended, modified, altered, changed or supplemented in any manner, except by a written instrument executed by each of the parties.

12.          Benefits; Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

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13.          Arbitration. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of sixty days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally resolved by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The arbitration will be conducted in Orange County, Florida. There shall be three arbitrators who shall be named in accordance with such Rules. A court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The award of the arbitrators shall be accompanied by a statement of the reasons upon which the award is based. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.

14.          Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

15.          Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement effective as of the date first written above.

	William A. Mobley, Jr., as Trustee
FREECAST, INC.
By
	William A. Mobley, Jr.
	Chairman of the Board
	and Chief Executive Officer
TELEBRANDS CORP.
By
	Bala Iyer, Executive Vice President

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Exhibit A

VOTING TRUST CERTIFICATE

FREECAST, INC.

(a Florida corporation)

Voting Trust No.__ Number of Shares Held____________

VOTING TRUST CERTIFICATE

This is to certify that Telebrands Corp., a New Jersey corporation, has transferred to the Trustee under that certain Voting Trust Agreement dated as of October __, 2012 by and among William A. Mobley, Jr., as Trustee, FreeCast, Inc., a Florida corporation, and Telebrands Corp., a New York corporation (the “Voting Trust Agreement”) a certificate or certificates representing __________ shares of common stock, par value $0.0001 per share, of FreeCast, Inc., a Florida corporation (the “Company”). A copy of the Voting Trust Agreement is on file at the office of the Company. This Voting Trust Certificate is issued in accordance with and is subject to the provisions of the Voting Trust Agreement.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Voting Trust Certificate as of _______________, 201__.

William A. Mobley, Jr., as Trustee

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EX-10.2

Exhibit 10.2

AMENDMENT NUMBER ONE
TO

DISTRIBUTION AGREEMENT
BETWEEN
FREECAST, INC. AND TELEBRANDS CORP.

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”).

RECITAL:

The Company and Telebrands entered into a Distribution Agreement dated October 15, 2012 (the “Distribution Agreement”) and have agreed to amend certain provisions of the Distribution Agreement as is set forth in this Amendment Number One to Distribution Agreement (the “Amendment”).

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the parties agree as follows:

1.           Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings set forth in the Distribution Agreement.

2.           The following Recital E is added to the Recitals section of the Distribution Agreement as follows:

“E.          Each of the parties desires that the Company market, promote, sell and distribute the Licensed Software via the internet (“Access to Online Services”) in accordance with the provisions of this Agreement.”

3.           The definition of “Device” set forth in Article I of the Distribution is deleted in its entirety and the following is inserted in its place:

““Device” means (i) a single retail-ready package containing one copy of the Licensed Software in object code format stored on a USB device, packaging and/or other items as may be mutually determined by the Company and Telebrands or (ii) a single retail-ready package containing one copy of the Licensed Software in object code format stored on a card, a cable or similar peripheral device, packaging and/or other items as may be mutually determined by the Company and Telebrands.”

4.           The definition of “Net Sales” set forth in Article I of the Distribution Agreement is deleted in its entirety and the following is inserted in its place:

““Net Sales” means the invoice price charged for any good or service, but excluding shipping and handling charges and any applicable sales taxes, less:

(i)         all returns, refunds, rebates, credits and allowances actually made or allowed to an End User or other customer;

(ii)        customary cash and trade discounts;

(iii)       losses incurred due to credit card chargebacks, bad checks and C.O.D. rejections; and

(iv)       all costs and expenses of merchant processing services related to sales of the Devices, including without limitation fraud prevention services, and losses incurred due to credit card chargebacks, bad or rejected electronic payments and bank rejections.”

5.           The second sentence of Section 3.1 of the Distribution Agreement is deleted in its entirety and the following sentence is inserted in its place:

“The Company shall not directly or indirectly market or sell access to the Online Services, other than pursuant to the provisions of Article XV.”

6.           Section 3.2(a) of the Distribution Agreement is deleted in its entirety and the following is inserted in its place:

“(a)        to market, sell and distribute the Devices directly or indirectly to potential End Users, whether through the use of the telephone, direct response mail, the internet (subject to the provisions of Section 4.2(c) and Article XV) or retail outlets; and”

7.           The following Section 4.2(c) is added to the Distribution Agreement as follows:

“(c)       Telebrands shall not market, promote, solicit or take orders for, sell or distribute the Devices via the internet, other than (i) on the websites, www.Telebrands.com, www.RabbitTV.com, www.Amazon.com and www.eBay.com, and (ii) on the websites of customers of Telebands which sell the Devices in retail outlets. Telebrands acknowledges and agrees that, except as set forth in the immediately preceding sentence, the marketing, promotion, solicitation of orders for, sale and distribution of Access to Online Services is the sole responsibility of the Company pursuant to the provisions of Article XV.”

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8.           The following sentence is added to the end of Section 5.2 of the Distribution Agreement:

“Any amount paid by the Company to Telebrands for any calendar month pursuant to this Section 5.2 shall be deemed to constitute the Company’s contribution to the RabbitTV media budget for commercials and infomercials managed by Telebrands.”

9.           The following Section 6.5(k) is added to the Distribution Agreement:

“(k)        The Warrants remain issued and outstanding as of the date of this Agreement. Notwithstanding anything to the contrary set forth in the Warrants or this Agreement, the Warrants may not be exercised by Telebrands at any time prior to July 16, 2016 or such earlier date as William A. Mobley, Jr. may exercise any warrants to purchase shares of Common Stock previously granted to him by the Company. The provisions of the immediately preceding sentence constitute a modification of each of the Warrants in accordance with the provisions of Section 1.1 of each of them.”

10.         Section 7.1 of the Distribution Agreement is deleted in its entirety and the following is inserted in its place:

“7.1       Telebrands Marks. Telebrands is the sole owner of all of the Telebrands and RabbitTV names, trade names, trademarks, service marks and copyrights (collectively, “Telebrands Marks”). Telebrands grants to the Company a non-exclusive right and license to use all of the Telebrands Marks (a) on the Portal, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing the Portal, the Devices or Access to Online Services, (c) in connection with all activities of the Company contemplated by Article XV, (d) in all filings made by the Company with securities regulators, including without limitation the Securities and Exchange Commission, and (e) in applications reasonably necessary and ancillary to the foregoing.”

11.         Section 7.2 of the Distribution Agreement is deleted in its entirety and the following is inserted in its place:

“7.2       Domain Names. Telebrands is the sole owner of certain domain names, including without limitation www.RabbitTV.com, utilized by the Company (collectively, the “Domain Narnes”). Telebrands grants to the Company the non-exclusive right and license to use the Domain Names in connection with all activities of the Company contemplated by this Agreement, including without limitation those contemplated by Article XV.”

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12.          Section 9.3(b) of the Distribution Agreement is deleted in its entirety and the following is inserted in its place:

“(b)        Except as otherwise provided in Section 9.3(a), a party shall fail to perform or breach or default in any of its obligations under this Agreement and such failure to perform. breach or default is not cured within sixty days after receipt of notice from the another party thereof;”

13.          Section 9.5 of the Distribution Agreement is deleted in its entirety and the following is inserted in its place:

“9.5        Termination.

(a)          Upon the occurrence of a Sales Shortfall, either party shall have the right to terminate the provisions of Articles II through IV, Sections 9.1 through 9.5, Article X, Article XII and Article XV of this Agreement upon the delivery of written notice thereof to the other party, but all of the other provisions of this Agreement shall remain in full force and effect for an indefinite period.

(b)        Upon the occurrence of a Termination Event, the non-defaulting party shall have the right to terminate the provisions of Articles II through IV, Sections 9.1 through 9.5, Article X, Article XII and Article XV of this Agreement upon the delivery of written notice thereof to the other party, but all of the other provisions of this Agreement shall remain in full force and effect for an indefinite period.”

14.          Section 9.6(a) of the Distribution Agreement is deleted in its entirety and the following is inserted in its place:

“(a)        Subsequent to any termination pursuant to Section 9.5, the Company may, but shall not be required to, continue to operate its business, renew Persons who were End Users on the date of any such termination, and make sales of goods and services to Persons who were End Users on the date of any such termination-Subsequent to any termination pursuant to Section 9.5, the Company shall, for the Post-Termination Period, pay to Telebrands, on a monthly basis, an amount equal to thirty percent (30%) of the Company’s share of revenues for which funds have been actually received by the Company for (a) renewals of Persons who were End Users on the date of any such termination and (b) sales of goods and services by third party vendors to Persons who were End Users on the date of any such termination. The term “Post-Termination Period” means a period of time equal to the period commencing on October 15, 2012 and ending on the date of termination of this Agreement pursuant to Section 9.5.”

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15.          The following Article XV is added to the end of the Distribution Agreement:

“ARTICLE XV

Access to Online Services

15.1        Marketing of Access to Online Services.

(a)          The Company shall use commercially reasonable efforts to market, promote, solicit orders for, sell and distribute Access to Online Services directly or indirectly to potential End Users in the Territory.

(b)          In marketing and distributing Access to Online Services, the Company shall:

(i)         conduct business in a manner that reflects favorably at all times on the Online Services and the Telebrands Marks, including the RabbitTV brand, and the good name, goodwill and reputation of the Company, Telebrands and its their respective Affiliates;

(ii)        avoid deceptive, misleading or unethical practices that are or might be detrimental to the Online Services, the Company or the public, including without limitation disparagement of the Online Services or the Company;

(iii)       not publish or use any misleading or deceptive advertising material; or

(iv)       make any representations with respect to the Online Services that are contrary to or inconsistent with any statements published by the Company, including without limitation any warranties or disclaimers contained in such statements.

(c)          The Company shall comply with all applicable international, national, regional and local laws and regulations with regard to its marketing, sales, distribution and other activities under this Agreement, including any applicable import and export laws and regulations. The Company shall obtain all necessary permits, licenses, registrations, and approvals needed in connection with the exportation, marketing, sale and distribution of Access to Online Services. The Company shall not export or re-export any Access to Online Services in any form in violation of the export or import laws of the United States of America or any foreign jurisdiction.

(d)          For Access to Online Services which the Company is aware are being delivered to an agency or instrumentality of the United States of America, the Company shall identify the Access to Online Services and any related information as “commercial computer software” and “commercial computer software documentation” and, as specified in FAR 12.212 or DFARS 227.7202, and their successors, as applicable, shall restrict the United States government’s rights to use, reproduce or disclose such Access to Online Services in accordance with the terms and conditions of the End User License.

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15.2       Orders, Sales and Fulfillment. The Company shall be solely responsible for all orders and sales, collection of payment and fulfillment of orders for Access to Online Services.

15.3       Costs and Expenses. The costs and expenses of providing the services described in this Article XV shall be borne solely by the Company.

15.4       Payments.

(a)          On the fifteenth day of each calendar month, the Company shall pay to Telebrands, by wire or electronic funds transfer, an amount equal to the greater of (i) (A) the number of units of Access to Online Services sold by the Company having a one year period of use by the End User during the immediately preceding calendar month for which funds have been collected, multiplied by (B) Seventy-Five Cents ($0.75) (the “Base Payment”) or (ii) fifty percent (50%) of the Company’s Net Profits derived from sales of Access to Online Services during the immediately preceding calendar month and for which funds have actually been received.

(b)           For purposes of this Section 15.4, the term “Net Profits” means, for a given calendar month, the aggregate invoice prices collected by the Company for Access to Online Services, but excluding any applicable sales taxes, less the Expenses incurred.

(c)           For purposes of this Section 15.4, the term “Expenses” means, for a given calendar month, the aggregate of the following:

(i)        all costs and expenses of sales technologies for third party distributors or affiliates software development, software programming and design technologies directly or indirectly related to orders for and sales of Access to Online Services and marketing and advertising of Access to Online Services;

(ii)        all returns, refunds, rebates, credits and allowances actually made or allowed to End Users or to third party distributors or affiliates for Access to Online Services;

(iii)      all commissions and other amounts actually paid or allowed to third party distributors or affiliates in connection with sales of Access to Online Services;

(iv)       all costs and expenses of marketing and advertising Access to Online Services to End Users and to third party distributors or affiliates;

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(v)          all costs and expenses of merchant processing services related to sales of Access to Online Services, including without limitation fraud prevention services, and losses incurred due to credit card chargebacks, bad or rejected electronic payments and bank rejections; and

(vi)        all third party distributor or affiliate programs, search and optimization and advertising network/DFP Google or other publisher platform personnel and overhead costs and expenses directly or indirectly related to marketing and advertising Access to Online Services and orders for and sales of Access to Online Services.

(d)          Any amount in excess of the Base Payment paid. by the Company to Telebrands for any calendar month shall be deemed to constitute the Company’s contribution to the RabbitTV media budget for commercials and infomercials managed by Telebrands.

15.5        Sales Reports. The Company shall provide Telebrands with monthly reports of sales of Access to Online Services and Net Profits.

15.6        Continued Marketing, Advertising and Promotion; Warrants.

(a)          Neither Telebrands nor the Company shall terminate this Agreement pursuant to the provisions of Section 9.5(a) unless the party desiring to terminate this Agreement first consults with the other party regarding reducing, replacing or terminating efforts to market, advertise, promote, distribute and sell the Devices in retail-ready packages through retail outlets.

(b)          If Telebrands and the Company mutually agree that it is in their mutual best interests to reduce or terminate efforts to market, advertise, promote, distribute and sell the Devices in retail-ready packages through retail outlets, then:

(i)        Telebrands shall continue to market, advertise and promote Access to Online Services through television commercials and infomericals in a manner to be mutually agreed by Telebrands and the Company; and

(ii)       all television commercial and infomercial marketing shall simply re-direct potential End Users to the website, www.RabbitTV.com, rather than to retail vendors or outlets.

(c)          If Telebrands and the Company mutually agree to re-direct potential End-Users to the website, www.RabbitTV.com, rather than to retail vendors or outlets, as is contemplated by Section 15.6(b)(ii), then all sales of Access to Online Services which were so re-directed by Telebrands to the website, www.RabbitTV.com, shall be counted toward the obligations of Telebrands set forth in Section 9.2 and the opportunity for Warrants held be Telebrands to become exercisable set forth in Section 6.2.”

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16.          Except as specifically modified, amended or supplemented by this Amendment, the Distribution Agreement shall be unaffected by this Amendment and shall remain in full force and effect.

17.          If and to the extent that any conflict may exist or arise between any provision of this Amendment and any provision of the Distribution Agreement, then, to the fullest extent permitted by law, the provision of this Amendment shall be controlling and shall take precedence over the provision of the Distribution Agreement.

IN WITNESS WHEREOF, the Company and Telebrands have executed this Amendment Number One to Distribution Agreement as of the date first written above.

FREECAST, INC.		TELEBRANDS CORP.
By:		By:
	William  A. Mobley, Jr.		Bala Iyer
	Chairman of the Board and		Executive Vice-President
	Chief Executive Officer

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EX-10.3

Exhibit 10.3

VOTING TRUST AGREEMENT

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”).

RECITALS:

A.          The Company and Telebrands have entered into a Distribution Agreement of even date herewith (the “Distribution Agreement”).

B.           Pursuant to the Distribution Agreement, among other things, Telebrands has acquired and is the legal and beneficial owner of Four Thousand (4,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (collectively, the “Shares”).

C.            Pursuant to the Distribution Agreement, among other things, the Company has issued to Telebrands five warrants of even date herewith (collectively, the “Warrants”) to purchase up to an aggregate of Twenty Million (20,000,000) shares of Common Stock (collectively, the “Warrant Shares”) on the terms and conditions set forth therein.

D.          Telebrands desires to grant to the Trustee all rights to vote and to dispose of all shares of Common Stock now or hereafter acquired or legally or beneficially owned by it, including without limitation the Securities (as such term is hereinafter defined).

E.           Each of the parties desires to enter into this Voting Trust Agreement (the “Agreement”). 

NOW, THEREFORE, in consideration of the covenants and agreements of the parties set forth herein, each of the parties, intending to be legally bound, agrees as follows:

1.  Creation of Voting Trust; Transfer of Shares into Voting Trust.

(a)          The Trustee is appointed as the trustee of all shares of Common Stock now or hereafter transferred to him in his capacity as trustee hereunder. The Trustee accepts his appointment as trustee hereunder.

(b)         Simultaneously with the execution and delivery of this Agreement, Telebrands transfers and conveys to the Trustee all of the Shares and the Trustee is issuing to Telebrands a Voting Trust Certificate (as such term is hereinafter defined).

(c)          Upon exercise of any of the Warrants by Telebrands, all of the certificates representing Warrant Shares issued upon such exercise shall be registered in the name of the Trustee. Telebrands shall execute and deliver all documents and instruments necessary to cause registration of the certificates in the name of the Trustee in his capacity as trustee. Upon receipt of the certificates, the Trustee shall issue to Telebrands appropriate Trust Certificates.

(d)         All voting securities of the Company now or hereafter acquired, received or beneficially owned by Telebrands (collectively, the “Additional Shares”) shall be immediately transferred to the Trustee to be held by him pursuant to this Agreement. The Trustee shall issue to Telebrands appropriate Trust Certificates.

(e)          All voting securities of the Company distributed by the Company or received by Telebrands with respect to the Shares, the Warrant Shares or the Additional Shares, including without limitation any stock dividends, stock splits, and any other distributions and recapitalizations (collectively, the “Distribution Shares”), shall be immediately transferred to the Trustee to be held by him pursuant to this Agreement. The Trustee shall issue to Telebrands appropriate Trust Certificates.

(f)          The Shares, the Warrant Shares, the Additional Shares and the Distribution Shares are hereinafter collectively referred to as the “Securities.”

(g)          All distributions received by the Trustee with respect to the Securities, which are not in the form of voting securities of the Company, including without limitation cash dividends, cash distributions and non-voting securities, shall be promptly transferred by the Trustee to Telebrands.

2. Voting Trust Certificates; List of Beneficial Owners.

(a)          The Trustee shall issue to each person or entity which shall transfer any Securities to him in his capacity as trustee hereunder voting trust certificates in substantially the form of Exhibit A attached hereto (the “Trust Certificates”) for the number of shares transferred to him.

(b)          The Trustee shall prepare a list of all beneficial owners of Trust Certificates.

(c)          The Trustee shall deliver or cause to be delivered to the Company a fully executed copy of this Agreement and a list of all beneficial owners of Trust Certificates.

(d)         The Trust Certificates shall not be transferable, provided, however, that Telebrands may Transfer (as such term is hereinafter defined) Trust Certificates to an Affiliate of Telebrands in a transaction not requiring registration under any federal or state securities laws.

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3. Power and Authority of Trustee.

(a)          The Trustee shall possess and be entitled to exercise all of the voting rights and voting powers of an absolute and record owner of the Securities, including without limitation the power to vote (i) for election or removal of directors, (ii) on amendments to the Articles of Incorporation or Bylaws of the Company, and (iii) on any merger or consolidation involving the Company, any sale of all or substantially all of the assets of the Company, and any liquidation or dissolution of the Company. The Trustee may vote the Securities in favor of his election as a director of the Company.

(b)          The Trustee shall possess and be entitled to exercise all of the rights and powers of disposition of an absolute and record owner of the Securities, including without limitation the power to sell, exchange, gift, transfer, assign, convey and otherwise dispose of (a “Transfer”) the Securities; provided, however, that the Trustee shall not effect a Transfer or permit a registration statement to be filed with the Securities and Exchange or any state securities administrator of any or all of the Securities held by him unless Nextelligence, Inc., a Delaware corporation (“Nextelligence”), or any successor to Nextelligence, simultaneously effects a Transfer or registration of an identical proportion of the voting securities of the Company held by it on the same terns and conditions.

(c)          The Trustee shall not permit Nextelligence (or any successor to Nextelligence) to effect a Transfer or permit a registration statement to be filed with the Securities and Exchange or any state securities administrator of any or all of the voting securities of the Company held by it unless the Trustee simultaneously effects a Transfer or registration of an identical proportion of the Securities held by him in his capacity as Trustee on the same terms and conditions.

(d)          Telebrands shall be entitled to equitable relief, including injunctive relief or specific performance, for any breach of violation of the provisions of this Section 3.

4. Term.

(a)          The trust hereby created shall remain in full force and effect until the earlier to occur of the following events:

(i)         the Trustee shall have ceased to be an Affiliate of the Company; or

(ii)        the Transfer of all of the Securities held by the Trustee.

(b)          The following terms shall have the following respective meanings when utilized in this Agreement:

(i)         “Affiliate” means with respect to a specified Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person or any director or officer of such Person. The concept of “control” when utilized with respect to a specified Person, shall signify the possession of the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting or equity securities, by contract or otherwise.

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(ii)        “Person” means any individual, person, sole proprietorship, company, corporation, partnership, limited liability company, joint venture, trust, association or other entity, or any combination of the foregoing.

5.        Trustee’s Duties and Immunities. In voting the Securities or in doing or performing or refraining from doing or performing any act or thing with respect to the control or management of Company or its business or affairs, either in person or by proxy, the Trustee shall act in good faith. Telebrands waives any potential or actual conflict of interest that the Trustee may personally have so long as Trustee acts in good faith. The Trustee shall not be liable for any error of judgment, any mistake of law or fact, or any other error or mistake, and shall not be responsible for any act or omission with respect to his duties and responsibilities as voting trustee, or for any damages or losses that may result therefrom, unless such damages or losses are proven by clear and convincing evidence to be the result of willful misconduct or bad faith.

6.        Indemnification of Trustee. The Company shall indemnify and hold harmless the Trustee from, against and in respect of the full amount of any and all liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses (including without limitation fees and disbursements of trial and appellate counsel) (collectively, the “Indemnified Expenses”) paid or incurred by him as the result of, arising from, in connection with or incident to, any matter directly or indirectly related to this Agreement, other than any Indemnified Expenses that are proven by clear and convincing evidence to be the result of the gross negligence, willful misconduct or bad faith of the Trustee.

7.        Appointment of Substitute Trustee. If the Trustee is unable for any reason to perform his duties hereunder, but continues to be an Affiliate of the Company, then the Trustee shall appoint a substitute Trustee (and give notice to Telebrands of such appointment), and any person so appointed shall thereupon be vested with all the duties, powers and authority of a trustee hereunder as if originally named herein.

8.        Reports. The Trustee is authorized and instructed to prepare and file any reports with respect to the Securities as may be required under any applicable federal or state securities laws. Telebrands shall reasonably cooperate with the Trustee in connection with the preparation and filing of any such reports.

9.        Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida without giving effect to the conflicts of law provisions thereof. This Agreement is intended by the parties to create “a voting trust” within the meaning of Section 607.0730 of the Florida Statutes.

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10.        Notices. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two days after having been delivered to Federal Express, UPS or another recognized overnight courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective parties at their respective addresses or to their respective facsimile telephone numbers, as follow: 

If to the Trustee:	William G. Mobley, Jr., as Trustee
	5830 TG Lee Boulevard
	Suite 310
	Orlando, Florida 32822
	Attention: Chief Executive Officer
	Facsimile:
If to the Company:	FreeCast, Inc.
	5830 TG Lee Boulevard
	Suite 310
	Orlando, Florida 32822
	Attention: Chief Executive Officer
	Facsimile:
If to Telebrands:	Telebrands Corp.
	79 Two Bridges Road
	Fairfield, New Jersey 07004
	Attention: Bala Iyer, Executive Vice President
	Facsimile:

or to such other address or facsimile telephone number as a party may from time to time give written notice of to the other party pursuant to the foregoing provisions of this Section 10. It is specifically understood and agreed by the parties that any notice or other communication given by telephone, email, texting, tweeting, twittering or any other form or forms of communication not specifically permitted by subsections (a), (b), (c) or (d) of this Section 10 shall not be deemed to be properly delivered for purposes of this Agreement and shall, therefore, be ineffective.

11.        Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between and among the parties with respect to such subject matter. This Agreement may not be amended, modified, altered, changed or supplemented in any manner, except by a written instrument executed by each of the parties.

12.        Benefits; Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

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13.        Arbitration. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of sixty days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally resolved by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The arbitration will be conducted in Orange County, Florida. There shall be three arbitrators who shall be named in accordance with such Rules. A court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The award of the arbitrators shall be accompanied by a statement of the reasons upon which the award is based. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.

14.        Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

15.        Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement effective as of the date first written above. 

	William A. Mobley, Jr., as Trustee
FREECAST, INC.
By
	William A. Mobley, Jr. Chairman of the Board and Chief Executive Officer
TELEBRANDS CORP.
By
	Bala Iyer, Executive Vice President

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Exhibit A

VOTING TRUST CERTIFICATE

FREECAST, INC.

(a Florida corporation) 

Voting Trust No.___ Number of Shares Held__________

VOTING TRUST CERTIFICATE

This is to certify that Telebrands Corp., a New Jersey corporation, has transferred to the Trustee under that certain Voting Trust Agreement dated as of October __, 2012 by and among William A. Mobley, Jr., as Trustee, FreeCast, Inc., a Florida corporation, and Telebrands Corp., a New York corporation (the “Voting Trust Agreement”) a certificate or certificates representing _________ shares of common stock, par value $0.0001 per share, of FreeCast, Inc., a Florida corporation (the “Company”). A copy of the Voting Trust Agreement is on file at the office of the Company. This Voting Trust Certificate is issued in accordance with and is subject to the provisions of the Voting Trust Agreement.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Voting Trust Certificate as of ____________, 201__.

 

William A. Mobley, Jr., as Trustee

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EX-10.4

Exhibit 10.4

AMENDED AND RESTATED

TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENT

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”).

RECITALS: 

A.          Nextelligence is the sole owner of the Technology. 

B.          Nextelligence desires to license the Technology to the Company and the Company desires to license the Technology for the Business Purpose in accordance with the terms and provisions of this Amended and Restated Technology License and Development Agreement (the “Agreement”).

C.          The Company desires Nextelligence to perform certain technology development services and Nextelligence desires to perform such services in accordance with the terms and provisions of this Agreement.

D.          The parties have previously entered into a Technology License and Development Agreement dated as of June 30, 2011(the “Original Agreement”). Pursuant to the Original Agreement, the Company is indebted to Nextelligence as of September 30, 2012 (the “Indebtedness”). The Company desires additional time to pay the Indebtedness. 

E.          The Company and Telebrands Corp. have entered into a Distribution Agreement dated as of October 15, 2012 (the “Distribution Agreement”). 

F.          The Distribution Agreement contemplates that Nextelligence and the Company will enter into this Agreement. 

F.          Each of the parties believes it to be in its best interests to enter into this Agreement. 

NOW, THEREFORE, in consideration of the Recitals and the respective covenants and agreements of the parties set forth herein, each of the parties agrees as follows: 

ARTICLE I

Certain Definitions 

The following terms shall have the following respective meanings when utilized in this Agreement: 

“1933 Act” shall have the meaning set forth in Section 5.4(b). 

“Additional Shares” shall have the meaning set forth in Section 5.1(b). 

“Affiliate” means with respect to a specified Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person. The concept of “control” when utilized with respect to a specified Person, shall signify the possession of the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting or equity securities, by contract or otherwise. 

“Agreement” shall have the meaning set forth in Recital B. 

“Business Purpose” means providing the Online Services to end-users. 

“Change in Control of the Company” shall have the meaning set forth in Section 7.3.

“Company” shall have the meaning set forth in the first paragraph of this Agreement. 

“Company Confidential Information” means the confidential and/or proprietary information and/or trade secrets of the Company (whether such information is or is not marked or identified as confidential or proprietary), including without limitation software (in object and source code form), technology, inventions (whether or not patentable), trade secrets, ideas, know-how, techniques, processes, formulas, algorithms, schematics, research, development, software design and architecture, testing procedures, design and functional specifications, problem reports and performance information, marketing and financial plans and data. “Company Confidential Information” does not include information that Telebrands can show through documentary evidence: (a) is or becomes publicly known through no fault, act or omission of Telebrands; (b) is known by or in the possession of Telebrands prior to its receipt from the Company; or (c) is lawfully obtained from a third party who rightfully possesses the information (without confidentiality or proprietary restriction). 

“Company Indemnitees” shall have the meaning set forth in Section 11.1.

“Devices” shall have meaning set forth in the Distribution Agreement.

“Distribution Agreement” shall have the meaning set forth in Recital E. 

“Federal Securities Laws” shall have the meaning set forth in Section 5.4(a).

“Gross Revenues” means, for a given period, the gross revenues of the Company, determined in accordance with generally accepted accounting principles as in effect in the United States of America applied in a manner consistent with prior periods. 

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“Indebtedness” shall have the meaning set forth in Recital D. 

“Intellectual Property Rights” means all present and future copyrights, trademark rights, service mark rights, trade secret rights, patent rights, moral rights, and other intellectual property and proprietary rights recognized in any jurisdiction.

“Online Services” means online television and music content aggregation services as an interactive guide. 

“Original Agreement” shall have the meaning set forth in Recital D.

“Person” means any individual, person, sole proprietorship, company, corporation, partnership, limited liability company, joint venture, trust, association or other entity, or any combination of the foregoing. 

“Securities” shall have the meaning set forth in Section 5.3. 

“Shares” shall have the meaning set forth in Section 5.1(a). 

“State Securities Laws” shall have the meaning set forth in Section 5.4(a). 

“Nextelligence” shall have the meaning set forth in the first paragraph of this Agreement.

“Nextelligence Confidential Information” means the confidential and/or proprietary information and/or trade secrets of Nextelligence (whether such information is or is not marked or identified as confidential or proprietary), including without limitation software (in object and source code form), technology, inventions (whether or not patentable), trade secrets, ideas, know-how, techniques, processes, formulas, algorithms, schematics, research, development, software design and architecture, testing procedures, design and functional specifications, problem reports and performance information, marketing and financial plans and data. “Nextelligence Confidential Information” does not include information that the Company can show through documentary evidence: (a) is or becomes publicly known through no fault, act or omission of the Company; (b) is known by or in the possession of the Company prior to its receipt from Nextelligence; or (c) is lawfully obtained from a third party who rightfully possesses the information (without confidentiality or proprietary restriction). 

“Technology” means and includes a web-based toolbar that installs in the end-user’s browser and any supported email functions and/or chat functions with the following features:

(a)          a search box that allows the end-user to search the Internet with search results from a search results partner; 

(b)          a search assistant that provides relevant links and results when the end-user makes a search request in the browser address bar or if the browser address request is invalid, misspelled or incorrectly formatted; and

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(c)          Features, functions and links to, or RSS (or other) video feeds from, third party partners. 

“Term” shall have the meaning set forth in Section 7.1.

“Territory” means worldwide.

“Transfer” shall have the meaning set forth in Section 5.4(c). 

“Warrants” shall have the meaning set forth in Section 5.2.

ARTICLE II

License

2.1          Grant of License. Subject to the terms and conditions set forth in this Agreement, Nextelligence grants to the Company a non-transferable, non-sublicensable, exclusive license, exercisable within the Territory, to install, use and operate the Technology solely for the Business Purpose. 

2.2          Restrictions on Use. The Company shall not, and shall ensure that other parties shall not: 

(a)          modify, adapt, alter, translate, copy, perform and display (publicly or otherwise), or create derivative works based on the Technology; 

(b)          merge or bundle the Technology with other software or technology; 

(c)          sublicense, lease, rent or loan the Technology; 

(d)          transfer the Technology to any third party; 

(e)          provide the use of the Technology in any service bureau, rental or timesharing arrangement; or 

(f)          reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Technology. 

2.3          IP Ownership. Nextelligence shall own all right, title and interest, including all Intellectual Property Rights, in and to the Technology. All rights in and to the Technology not expressly granted to the Company under this Agreement are reserved by Nextelligence. The Company shall take all reasonable measures to protect Nextelligence’s Intellectual Property Rights in the Technology, including providing assistance and measures as are reasonably requested by Nextelligence from time to time. 

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ARTICLE III

Further Development of the Technology and Other Services

3.1          Further Development. All further development, improvement, modification and enhancement of the Technology shall be performed exclusively by Nextelligence. All further development, improvement, modification and enhancement of the Technology shall be owned solely by Nextelligence, but shall be deemed to be licensed to the Company pursuant to Section 2.1. Nextelligence shall invoice the Company on a monthly basis for all work performed. 

3.2          Other Services. The Company engages Nextelligence, on an exclusive basis, to provide: 

(a)          commercial hosting services to the Company;

(b)          office space to the Company; 

(c)          accounting and administrative services to the Company; and 

(d)          such other services as the Company may request. 

Nextelligence shall invoice the Company on a monthly basis for all services provided to the Company. The amount invoiced shall not be less than the actual cost to Nextelligence of providing the service plus an administrative fee equal to twenty percent (20%) of such actual cost. 

ARTICLE IV

Payments

4.1          Payments to Nextelligence. 

(a)          For and in partial consideration of the license granted pursuant to Section 2.1, on or before the last day of each calendar month, the Company, by wire or electronic funds transfer, shall pay to Nextelligence four percent (4%) of the Company’s Gross Revenues for the immediately preceding calendar month. 

(b)          On or before the last day each calendar month, the Company, by wire or electronic funds transfer, shall pay to Nextelligence the amount of any invoice for work performed and services provided during the immediately preceding calendar month. 

(c)          Nextelligence shall forbear to collect the Indebtedness for a period of one year from and after the date of this Agreement. 

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4.2          Books and Records. 

(a)          The Company shall at all times maintain true, correct and complete books and records of account. Such books and records of account shall be preserved by the Company for a period of not less than seven years.

(b)          At all reasonable times after reasonable notice, Nextelligence and its officers, employees, representatives and agents shall be entitled to inspect and to make copies of all of the books, records, files and documents, in whatever form, of the Company in order to verify that the provisions of Section 4.1 are being fully complied with by the Company. 

(c)          All shortfalls in payment to Nextelligence shall, immediately upon demand be paid by the Company. The cost of any inspection pursuant to Section 4.2(b) above shall be borne solely by Nextelligence; provided, however, if a variance is found for any period of more than two percent (2%) of (i) Gross Sales or (ii) any amounts paid to Nextelligence pursuant to Section 4.1, then the Company shall, immediately upon demand, pay to Nextelligence all of the following amounts: 

(A)          all reasonable costs of the inspection; and 

(B)          interest on all such shortfalls at the highest rate of interest permitted by the laws of the State of Florida. 

ARTICLE V

Securities

5.1          Purchase and Sale of Shares. 

(a)          For and in partial consideration of the license granted pursuant to Section 2.1, on or about June 30, 2011, the Company transferred to Nextelligence Twenty Million (20,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (collectively, the “Shares”). 

(b)          Simultaneously with the execution and delivery of this Agreement, and for and in partial consideration of the license granted pursuant to Section 2.1, the Company is issuing to Nextelligence Four Thousand (4,000) share of Common Stock (the “Additional Shares”). 

5.2          Issuance of Warrants. For and in partial consideration of the license granted pursuant to Section 2.1, for each Two Million (2,000,000) Devices in excess of Ten Million (10,000,000) Devices sold, the Company shall issue to Nextelligence an immediately exercisable warrant to purchase up to Four Million (4,000,000) shares of Common Stock at a purchase price per share equal to the fair market value of a share of Common Stock on the date of issuance (collectively, the “Warrants”).

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5.3          Securities. The Shares, the Additional Shares and the Warrants are hereinafter collectively referred to as the “Securities.” 

5.4          Certain Representations, Warranties, Covenants and Agreements of Nextelligence. Nextelligence represents and warrants to the Company, and covenants and agrees with the Company, as follows:

(a)          The Securities are being acquired by Nextelligence for its own account, and not for the account or beneficial interest of any other Person. The Securities are not being acquired by Nextelligence with a view to, or for resale in connection with, any “distribution” within the meaning of (i) the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Federal Securities Laws”), or (ii) any applicable state securities or blue sky laws and the rules and regulations promulgated thereunder (collectively, the “State Securities Laws”).

(b)          The Securities have not been, and will not be, registered under the Federal Securities Laws or any State Securities Laws and, as such, must be held by Nextelligence unless and until they are subsequently so registered under the Federal Securities Laws and any applicable State Securities Laws or an exemption from registration thereunder is available. The Securities constitute “restricted securities,” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the 1933 Act”).

(c)          Nextelligence shall not, directly or indirectly, sell, assign, transfer, convey, gift, give, mortgage, pledge, hypothecate, encumber or otherwise dispose of any or all of the Securities (any such transaction hereinafter being referred to as a “Transfer”), unless such Transfer is registered under the Federal Securities Laws and any applicable State Securities Laws or a specific exemption from registration thereunder is available. Any Transfer of any or all of the Securities which is made pursuant to an exemption claimed under the Federal Securities Laws and any applicable State Securities Laws will require a favorable opinion of the Company’s legal counsel to the effect that such Transfer does not and will not violate the provisions of the Federal Securities Laws or any applicable State Securities Laws. 

(d)          Nextelligence is an “accredited investor,” as such term is defined Regulation D under the 1933 Act. 

(e)          Nextelligence, through its directors and officers, has such knowledge and experience in financial, investment and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. Management of Nextelligence has read and understood each and every one of the Disclosure Documents (as such term is hereinafter defined). In connection with its review, Nextelligence has consulted with such independent legal counsel, accountants and other advisers considered appropriate to assist Nextelligence. In particular, and not in limitation of the foregoing, Nextelligence has taken full cognizance of and understands each and every one of the following: 

(i)          this Agreement; 

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(ii)        the Distribution Agreement and the exhibits attached thereto; and 

(iii)       such other documents and materials as Nextelligence shall have requested from the Company. 

All of the foregoing documents are collectively referred to herein as the “Disclosure Documents.” 

(f)          Nextelligence has been afforded the opportunity to ask questions of, and to receive answers from, the management of the Company concerning the terms and conditions of the Securities and to obtain any additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and has availed itself of such opportunity to the extent it considers appropriate in order to permit its management to evaluate the merits and risks of an investment in the Securities.

(g)          The Company is under no obligation whatsoever to file any registration statement under the Federal Securities Laws or any State Securities Laws to register any Transfer of any Securities held by Nextelligence, or to take any other action necessary for the purpose of making an exemption from registration available to Nextelligence in connection with any such Transfer. Stop transfer instructions will be issued by the Company with respect to the Securities. Therefore, Nextelligence may be forced to hold the Securities acquired for an indefinite period of time.

(h)          Nextelligence acknowledges that all certificates representing the Shares and the Additional Shares will bear a restrictive legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT 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 AND ANY OTHER APPLICABLE SECURITIES LAWS.  

(i)          Nextelligence acknowledges that all certificates representing the Warrants will bear a restrictive legend in substantially the following form: 

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. 

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5.5          Certain Representation and Warranties of the Company. The Company represents and warrants to Nextelligence, and covenants and agrees with Nextelligence, as follows: 

(a)          The Company has all requisite power and authority to enter into and perform its obligations under this Agreement and to issue the Shares, the Additional Shares, the Warrants and the shares to be issued upon exercise of the Warrants.

(b)          The Shares and the Additional Shares are (i) duly authorized, fully paid and non-assessable, and (ii) free from all liens, charges and security interests, except as arising through the acts or omissions of Nextelligence and except as arising from applicable Federal Securities Laws and State Securities Laws. 

(c)          The shares to be issued upon exercise of the Warrants will, upon issuance in accordance with the terms of the Warrants, be (i) duly authorized, fully paid and non-assessable, and (ii) free from all liens, charges and security interests, except as arising through the acts or omissions of Nextelligence and except as arising from applicable Federal Securities Laws and State Securities Laws. The Company shall reserve and keep available, out of its authorized but unissued shares of Common Stock for issuance upon the exercise of the Warrants, free from pre-emptive rights, such number of shares of Common Stock for which the Warrants shall from time to time be exercisable. 

ARTICLE VI

Confidential Information

6.1          Company Confidential Information. 

(a)          Nextelligence acknowledges and agrees that the Company Confidential Information is and shall remain the sole property of the Company. Nextelligence shall protect the Company Confidential Information from unauthorized dissemination and shall use the same degree of care that Nextelligence uses to protect its own like information, but in no event less than a reasonable degree of care. Nextelligence shall not disclose to third parties the Company Confidential Information without the prior written consent of the Company. Nextelligence shall use the Company Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement. 

(b)          Notwithstanding the provisions of Section 6.1(a), Nextelligence may use or disclose the Company Confidential Information to the extent Nextelligence is legally compelled to do so, provided, however, that prior to any such compelled disclosure, Nextelligence notifies the Company and fully cooperates with the Company in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. Nextelligence acknowledges and agrees that any breach of this Section 6.1 would cause irreparable harm to the Company for which monetary damages would not be adequate and, therefore, Nextelligence agrees that, in the event of a breach of this Section 6.1, the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

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6.2          Nextelligence Confidential Information. 

(a)          The Company acknowledges and agrees that the Nextelligence Confidential Information is and shall remain the sole property of Nextelligence. The Company shall protect the Nextelligence Confidential Information from unauthorized dissemination and shall use the same degree of care that the Company uses to protect its own like information, but in no event less than a reasonable degree of care. The Company shall not disclose to third parties the Nextelligence Confidential Information without the prior written consent of Nextelligence. The Company shall use the Nextelligence Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement.

(b)          Notwithstanding the provisions of Section 6.2(a), the Company may use or disclose the Nextelligence Confidential Information to the extent the Company is legally compelled to do so, provided, however, that prior to any such compelled disclosure, the Company notifies Nextelligence and fully cooperates with Nextelligence in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. The Company acknowledges and agrees that any breach of this Section 6.2 would cause irreparable harm to Nextelligence for which monetary damages would not be adequate and, therefore, the Company agrees that, in the event of a breach of this Section 6.2, Nextelligence shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law. 

ARTICLE VII

Term and Termination

7.1          Term. The term of this Agreement shall commence on the date of this Agreement and shall continue in effect for a period of twenty years (the “Term”). Notwithstanding the provisions of the immediately preceding sentence, certain provisions of this Agreement may be terminated early by Nextelligence in accordance with the provisions of Section 7.4. 

7.2          Termination Events. The occurrence of any of the following events or conditions shall constitute a “Termination Event” hereunder: 

(a)          The Company shall fail for any reason to make any payment to Nextelligence when required pursuant to the provisions of Section 4.1 and such failure shall not have been cured within three days thereafter; 

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(b)          Except as otherwise provided in Section 7.2(a), the Company shall fail to perform or breach or default in any of its obligations under this Agreement and such failure to perform, breach or default is not cured within sixty days after receipt of notice from Nextelligence; 

(c)          The Company shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a voluntary petition under any bankruptcy, insolvency or other law for the relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, (iii) make any assignment for the benefit of its creditors or (iv) enter into any composition agreement; 

(d)          An involuntary petition shall be filed against the Company under any bankruptcy, insolvency or other law for the relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, which involuntary petition is not dismissed within ninety days after the date of the filing thereof; 

(e)          Any court of competent jurisdiction shall find that the Company is insolvent or bankrupt; 

(f)          A receiver or trustee shall be appointed for the Company or for all or a substantial portion of the assets and properties of a party; 

(g)          A final judgment shall be entered against the Company which is not satisfied or bonded in full within sixty days after the date of the entry thereof; 

(h)          All or a substantial portion of the assets and properties of the Company shall be levied upon, seized or attached; 

(i)          All or a substantial portion of the assets and properties of the Company shall be lost, stolen, damaged or destroyed; 

(j)          The Company shall fail to perform or breach or default in any of its obligations under the Warrants and such failure to perform, breach or default is not cured within three days after receipt of notice from Nextelligence; or 

(j)          A Change in Control of the Company shall occur. 

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7.3          Change in Control. The term “Change in Control of the Company” means any change in control of the Company of a nature which would be required to be reported under the Federal Securities Laws, regardless of whether the Company is subject to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if: 

(a)          subsequent to the date of this Agreement, any “person” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities; 

(b)          during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period; 

(c)          the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation; 

(d)          the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or 

(e)          the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company. 

Notwithstanding the foregoing, the acquisition of shares of Common Stock by Telebrands Corp. or any Affiliate of Telebrands Corp. shall not be deemed to constitute a “Change in Control of the Company” so long as such shares of Common Stock are subject to that certain Voting Trust Agreement dated as of October 15, 2012. 

7.4          Termination. Upon the occurrence of a Termination Event, Nextelligence shall have the right to terminate the provisions of Articles II through IV, Sections 7.1 through 7.3, and Article VIII of this Agreement upon the delivery of written notice thereof to the Company, but all of the other provisions of this Agreement shall remain in full force and effect for an indefinite period. 

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ARTICLE VIII

Excuse of Performance

No party shall be liable for any failure to perform under this Agreement, other than any obligation to make any payment, due to an act of God, war, public enemy, any person engaged in subversive activity, sabotage, terrorism, hacking or other similar acts, fire, flood, storm, explosion, hurricane, tornado, earthquake or other natural disaster or catastrophe, epidemic or quarantine restriction, interruption of power supplies or hosting services or any other cause beyond the reasonable control of the party attempting to excuse its performance pursuant to this Article VIII.

ARTICLE IX

Disclaimers; Limitation on Liability 

9.1          Disclaimer. NEXTELLIGENCE MAKES NO WARRANTIES WITH RESPECT TO ANY PRODUCTS, LICENSE OR SERVICE, INCLUDING WITHOUT LIMITATION LICENSED TECHNOLOGY, AND DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NEXTELLIGENCE DOES NOT WARRANT THAT THE TECHNOLOGY WILL MEET ANY OF THE COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE.

9.2          Limitation on Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY FOR (a) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; (b) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (c) COST AND EXPENSES OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.

ARTICLE X

Certain Representations and Warranties

10.1        Certain Representations and Warranties of Nextelligence. Nextelligence represents and warrants to the Company as follows:

(a)          Nextelligence is a corporation duly organized and existing under the laws of the State of Delaware.

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(b)          Nextelligence has all necessary power and authority to execute and deliver this Agreement and has taken all necessary corporate action required to be taken to authorize Nextelligence to execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it under this Agreement. This Agreement has been duly executed and delivered by Nextelligence and is a valid and binding agreement of Nextelligence. The execution and delivery of this Agreement by Nextelligence does not violate any provision of Nextelligence’ organizational documents, violate, or result in, with the giving of notice or the lapse of time or both, a violation of any provision of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice, or lapse of time or both) any obligation under, any mortgage, lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree to which Nextelligence is a party or by which Nextelligence or any of its assets is bound.

(c)          Nextelligence is the sole owner of the Technology, free and clear of all liens, security interests, encumbrances and charges of any kind or nature whatsoever. Nextelligence has all necessary rights, power and authority to license the Technology to the Company, and the Company shall be fully protected in utilizing any or all of the Technology. 

(d)          Nextelligence (i) is not involved in any manner in any suit, action or proceeding which involves a claim of infringement or misappropriation of any of the Technology and (ii) has not received any written complaint, claim, demand or notice alleging any such claim or possible claim. None of the Technology or the use thereof infringes on or violates in any manner the patent, trademark, service mark, copyright, trade dress or other Intellectual Property Rights of any Person, or any trade secret or confidential or proprietary information or data of any Person.

10.2        Certain Representations, Warranties of the Company. The Company represents and warrants to Nextelligence as follows: 

(a)          The Company is a corporation duly organized and existing under the laws of the State of Florida. 

(b)          The Company has all necessary power and authority to execute and deliver this Agreement and has taken all necessary corporate action required to be taken to authorize the Company to execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it under this Agreement. This Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company. The execution and delivery of this Agreement by the Company does not violate any provision of its organizational documents, violate, or result in, with the giving of notice or the lapse of time or both, a violation of any provision of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice, or lapse of time or both) any obligation under, any mortgage, lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree to which the Company is a party or by which the Company or any of its assets is bound.

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ARTICLE XI

Indemnification

11.1        Indemnification by Nextelligence. Nextelligence shall indemnify and hold harmless the Company, its Affiliates and their respective shareholders, members, directors, officers, employees, agents, attorneys and representatives (all of the foregoing are hereinafter collectively referred to as the “Company Indemnitees”) of, from and against the full amount of any and all claims, demands, actions, causes of actions, losses, liabilities, damages, settlements, taxes, deficiencies, assessments, costs and expenses (including without limitation fees and disbursements of trial and appellate counsel) (collectively, the “Indemnified Expenses”) suffered or incurred by any or all of the Nextelligence Indemnitees arising out of or in connection with any third party claim that the any of the Technology or the use thereof violates the patent, trademark, service mark, copyright, trade dress or other Intellectual Property Rights of any Person, or any trade secret or confidential or proprietary information or data of any Person. The Company shall immediately advise Nextelligence of any claim or suit of which it becomes aware. The Company may, at its option, join in the defense or settlement of any such claim with counsel of its choice, at its own expense.

ARTICLE XII

Miscellaneous Provisions

12.1        Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding conflicts of law thereof.

12.2        Notices. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two days after having been delivered to Federal Express, UPS, Airborne or another recognized overnight courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective parties at their respective addresses or to their respective facsimile telephone numbers set forth below:

If to Nextelligence:	Nextelligence, Inc.
	5830 TG Lee Boulevard Suite 310
	Orlando, Florida 32822
	Attention: Chief Executive Officer Facsimile:

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If to the Company:	FreeCast, Inc.
	5830 TG Lee Boulevard Suite 310
	Orlando, Florida 32822
	Attention: Chief Executive Officer Facsimile:

or to such other address or facsimile telephone number as any party may from time to time give written notice of to the others pursuant to the foregoing provisions of this Section 12.2. It is specifically understood and agreed by the parties that any notice or other communication given by telephone, email, texting, twittering or any other form or forms of communication not specifically permitted by subsections (a), (b), (c) or (d) of this Section 12.2 shall not be deemed to be properly delivered for purposes of this Agreement and shall, therefore, be ineffective. 

12.3        Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. Without limiting the generality of the immediately preceding sentence, the Original Agreement is superseded by this Agreement and shall hereafter be of no force or effect. This Agreement may not be amended, modified, altered or repealed in any manner, except by a written instrument executed by each of the parties. 

12.4        Assignment. This Agreement may not be assigned, in whole or in part, directly or indirectly, by the Company. Any purported assignment, sale, transfer, delegation or other disposition of this Agreement by the Company shall be null and void. Nextelligence may assign any or all of its interest in the Agreement at any time without the consent of the Company. 

12.5        Independent Contractor Status. Each of the parties is an independent contractor, and not an agent, partner, joint venturer, franchisee or employee of any other party. Nothing contained in this Agreement shall be construed to create a partnership, joint venture or agency relationship between or among the parties. 

12.6        Benefits; Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective successors and assigns. 

12.7        Further Assurances. Each of the parties shall cooperate with one another, shall do and perform such actions and things, and shall execute and deliver such agreements, documents and instruments, as may be reasonable and necessary to effectuate the purposes and intents of this Agreement. 

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12.8      Severability. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law. If any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. 

12.9      Jurisdiction and Venue; Service of Process; Waiver of Trial by Jury. If any dispute, controversy, suit, action or proceeding shall arise between the parties, then such dispute, controversy, suit, action or proceeding may only be brought for resolution in the United States District Court for the Middle District of Florida, Orlando Division, or in the Judicial Circuit Court in and for Orange County, Florida. Each of the parties consents to the jurisdiction and venue of such courts, and agrees that it or he shall not contest or challenge the jurisdiction or venue of such courts. Each of the parties agrees that service of any process, summons, notice or document, by United States registered or certified mail, to its or his address set forth in or as provided herein shall be effective service of process for any suit, action or proceeding brought against it or him in any such court. In recognition of the fact that the issues which would arise under this Agreement are of such a complex nature that they could not be properly tried before a jury, each of the parties waives trial by jury.  

12.10     Attorneys’ Fees. If a party to this Agreement shall bring suit against the other party based in whole or in part upon a breach or violation of any provision hereof, then, in any such event, the prevailing party in such suit shall be awarded, and shall be paid by the non-prevailing party, reasonable fees and disbursements of legal counsel (including trial and appellate counsel) paid, incurred or suffered by the prevailing party in connection with such suit. 

12.11     No Waivers. The waiver by a party of a breach or violation of any provision of this Agreement by the other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by a party to exercise any right or remedy it may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation. 

12.12     Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof. 

12.13     Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument. 

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IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement as of the date first written above.

NEXTELLIGENCE, INC.
By
	William A. Mobley, Jr.
	Chairman of the Board and Chief Executive Officer
FREECAST, INC.
By
	Marjorie Lieberman, Secretary

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EX-10.5

Exhibit 10.5

AMENDMENT
TO

AMENDED AND RESTATED
TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENT

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”).

RECITALS:

A.          Nextelligence and the Company previously entered into a Technology License and Development Agreement dated as of June 30, 2011 (the “Original Agreement”).

B.          Nextelligence and the Company previously entered into an Amended and Restated Technology License and Development Agreement dated as of October 19, 2012 (the “Amended and Restated Agreement”).

C.          Each of Nextelligence and the Company desires to make certain modifications to the Original Agreement and the Amended and Restated Agreement as are set forth in this Amendment to Amended and Restated Technology License and Development Agreement (the “Amendment”).

D.          Each of Nextelligence and the Company desires to continue their relationship pursuant to the provisions of the Amended and Restated Agreement, as modified by the provisions of this Amendment.

NOW, THEREFORE, in consideration of the Recitals, and the respective covenants and agreements of each of Nextelligence and the Company contained in this Amendment, each of Nextelligence and the Company agrees as follows:

1.           Definitions. All capitalized terms utilized in this Amendment which are not defined herein shall have the respective meanings set forth in the Amended and Restated Agreement.

2.           Interest. A new Section 4.1(d) is added to both the Original Agreement and the Amended and Restated Agreement:

“(d)        If the Company fails to make any payment to Nextelligence when due pursuant to the provisions of this Agreement, then simple interest shall accrue on such amount from the date due to the date of payment in full at the rate of Twelve Percent (12%) per annum. Simple interest shall accrue on the Indebtedness from the date due to the date of payment in full at the rate of Twelve Percent (12%) per annum.”

3.           Term. Section 7.1of the Amended and Restated Agreement is deleted in its entirety and the following Section 7.1 is inserted in its place:

“7.1          Term. The term of this Agreement shall commence on January 1, 2013 and shall continue in effect for a period of twenty and one-half (20.5) years through and including June 30, 2033 (the “Term”). Notwithstanding the provisions of the immediately preceding sentence, certain provisions of this Agreement may be terminated early by Nextelligence in accordance with the provisions of Section 7.4.”

4.           Effectiveness. The provisions of Section 2 above shall be effective for all purposes as of and from and after June 30, 2011 as if it had been included in the Original Agreement on that date. The provisions of Sections 2 and 3 above shall be effective for all purposes as of and from and after October 19, 2012 as if they had been included in the Amended and Restated Agreement on that date.

6.           Conflict. If and to the extent that a conflict may arise or exist between any provision of this Amendment and any provision of the Amended and Restated Agreement, to the fullest extent permitted by applicable law, the provision of this Amendment shall be controlling, and shall take precedence over, the provision of the Amended and Restated Agreement.

7.           Governing Law. This Amendment shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the conflicts of laws provisions thereof.

8.           Entire Agreement. This Amendment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. This Amendment may not be amended or modified in any manner, except by a written instrument executed by each of the parties.

9.           Benefits; Binding Effect. This Amendment shall be for the benefit of, and shall be binding upon, the parties hereto and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

10.         Headings. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

11.          Counterparts. This Amendment may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

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IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first written above.

FreeCast, Inc.
By:
	Marjorie Lieberman,	William A. Mobley, Jr.
	Secretary

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EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into as of July 1, 2013 by and between FreeCast, Inc., a Florida corporation (the “Company”), and William A. Mobley, Jr., an individual (the “Executive”).

RECITALS:

A.          The Executive served as the Chief Executive Officer of the Company since its inception.

B.          The Company desires to employ the Executive, and the Executive desires to be employed by the Company, pursuant to the provisions of this Employment Agreement (the “Agreement”).

NOW, THEREFORE, in consideration of the Recitals, and the respective covenants and agreements of each of the Company and the Executive contained in this Agreement, each of the Company and the Executive agrees as follows:

ARTICLE I
Certain Definitions

The following terms shall have the following respective meanings when utilized in this Agreement:

“Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, controls, or is controlled by or is under common control with, such specified Person. For purposes of this definition, the concept of “control,” when used with respect to any specified Person, signifies the possession of the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities or partnership or other equity or ownership interests, by contract or otherwise.

“Agreement” shall have the meaning set forth in Recital B.

“Cause” means any of the following:

(a)          any action by the Executive or any failure to act by the Executive which constitutes fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(b)          any action by the Executive which constitutes assault or any other act of violence;

(c)          any action by the Executive which constitutes sexual harassment or discrimination on the basis of race, ethnicity, religion, gender or sexual preference;

(d)          the Executive’s conviction or plea of guilty or nolo contendre to any felony whatsoever or to any misdemeanor if the sentence therefor includes incarceration;

(e)          the Executive’s attendance at work in a state of intoxication or being found with any drug or substance possession which would constitute a criminal offense of any kind;

(f)          the Executive’s carrying out any activity or making any public statement which prejudices or diminishes the good name, reputation or standing of the Company or any its Affiliates or would cause any of them to be subjected to public contempt or ridicule;

(g)          any action or failure to act by the Executive which constitutes a violation of law, including without limitation any violation of any federal or state securities laws;

(h)          any breach or violation by the Executive of any or all of his material covenants or agreements set forth in this Agreement;

(i)          any failure or refusal by the Executive to perform any or all of his material duties and responsibilities as an employee of the Company; or

(j)          gross negligence by the Executive in the performance of any or all of his material duties and responsibilities as an employee of the Company.

“Company” means FreeCast, Inc., a Florida corporation.

“Disability” means any mental or physical illness, condition, disability or incapacity which prevents the Executive from reasonably discharging his duties and responsibilities as an officer of the Company. If any disagreement or dispute shall arise between the Company and the Executive as to whether the Executive suffers from any Disability, then, in such event, the Executive shall submit to the physical or mental examination of a licensed physician, who is mutually agreeable to the Company and the Executive, and such physician shall determine whether the Executive suffers from any Disability. In the absence of fraud or bad faith, the determination of such physician shall be final and binding upon the Company and the Executive. The entire cost of such examination shall be paid for solely by the Company.

“Person” means any individual, person, sole proprietorship, company, corporation, partnership, limited liability company, joint venture, trust, association or other entity, or any combination of the foregoing.

“Protracted Disability” means any Disability which prevents the Executive from reasonably discharging his duties and responsibilities as an officer of the Company for a period of three consecutive months.

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“Termination Date” means a specific date not less than fifteen nor more than forty-five days from and after the date of any Termination Notice upon which the Executive’s employment by the Company shall terminate.

“Termination Notice” shall mean a written notice which sets forth (a) the specific provision of this Agreement relied upon to terminate the Executive’s employment and (b) a Termination Date.

“Territory” means the United States of America and its territories and possessions.

ARTICLE II
Employment

2.1          Employment.

(a)          The Company employs the Executive and the Executive accepts such employment. Subject to the direction of the Board of Directors, the Executive shall serve as the Chief Executive Officer of the Company. The Executive shall have such responsibilities, perform such duties and exercise such power and authority as may from time to time be delegated to him by the Board of Directors or are inherent in, or incident to, such office.

(b)          The Executive shall devote such time and attention as he shall determine in his sole and absolute discretion and his best efforts to the diligent, professional and ethical performance of his duties as an employee and officer of the Company; provided, however, that it is understood and agreed that the Executive serves as a director and/or officer of other entities, including without limitation Nextelligence, Inc. and its Affiliates, and will be devoting time and attention to the respective businesses and affairs of those entities.

2.2          Change in Position. If the Executive’s position with the Company shall change for any reason, then this Agreement shall continue to apply.

ARTICLE III
Term

3.1          Term. The term of the Executive’s employment by the Company shall be for a period of five years, commencing on July 1, 2013 and continuing through June 30, 2018 (the “Term”). Notwithstanding the provisions of the immediately preceding sentence, the Executive’s employment by the Company may be terminated prior to the expiration of the Term in accordance with the provisions of Article VII below.

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3.2          Extension of Term. The Term may be extended for successive periods of one year each by the mutual written agreement of the Company and the Executive. Notwithstanding the provisions of the immediately preceding sentence, the Executive’s employment by the Company may be terminated prior to the expiration of the Term in accordance with the provisions of Article VII below.

ARTICLE IV
Salary

4.1          Salary. In full payment for the obligations to be performed by the Executive during the term of this Agreement, the Company shall pay to the Executive a salary (subject to applicable payroll and/or other taxes required by law to be withheld) equal to Two Hundred Thousand Dollars ($200,000.00) per annum (the “Salary”).

4.2          Payment of Salary. The Salary shall be paid to the Executive in installments from time to time on the same dates payments of salary are generally made to all senior management employees of the Company.

ARTICLE V
Bonus

The Executive shall have the opportunity to earn a discretionary bonus on an annual basis as may be determined in the sole discretion of the Board of Directors of the Company. Any such bonus shall be subject to applicable payroll and/or other taxes required by law to be withheld.

ARTICLE VI
Certain Fringe Benefits

6.1          Generally. The Executive may receive such benefits and participate in such benefit plans as are generally provided from time to time by the Company to its senior management employees; provided, however, that nothing contained in this Section 6.1 shall be construed to obligate the Company to provide any specific benefits to its respective senior management employees generally or to the Executive specifically.

6.2          Vacations. The Executive shall be entitled to vacation time on an annual basis in accordance with such policies as are from time to time adopted by the Company’s Board of Directors with respect to its senior management employees.

6.3          Health Insurance. The Company shall provide health insurance to the Executive and his family.

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6.4          Automobile. The Company shall pay, or reimburse the Executive for, all automobile expenses incurred by the Executive. Such payment or reimbursement shall include without limitation all costs of purchasing or leasing an automobile, all costs of operating such automobile, all costs for maintenance of such automobile and all costs of insurance of such automobile.

6.5          Stock Options. The Executive may participate in any stock option plan of the Company as may from time to time be in effect and to receive such incentive or other stock options as may from time to time be granted to him thereunder; provided, however, that nothing contained in this Section 6.5 shall be construed to obligate the Company to implement any stock option plan or to obligate the Company, its Board of Directors or any committee of its Board of Directors to grant any incentive or other stock option whatsoever generally or to the Executive specifically.

6.6          Business, Travel and Entertainment Expenses. Within a reasonable time after the submission of appropriate receipts and other evidence by the Executive, the Company shall pay, or reimburse the Executive for, all reasonable business, travel and entertainment expenses incurred by the Executive in connection with the performance of his duties and responsibilities on behalf of the Company.

ARTICLE VII
Termination of Employment

7.1          Termination of Employment.

(a)          Notwithstanding the provisions of Article III above, the employment of the Executive (i) shall automatically terminate upon the death of the Executive pursuant to the provisions of Section 7.2 hereof and (ii) may be terminated at any time by the Company pursuant to the provisions of Sections 7.3 or 7.4 hereof.

(b)          If the Company shall desire to terminate the Executive’s employment by the Company pursuant to any of the provisions of Sections 7.3 or 7.4 of this Agreement, then, in such event, the Company shall provide a Termination Notice to the Executive.

(c)          If the Executive’s employment by the Company shall be terminated pursuant to any of the provisions of this Article VII, then the Company shall be discharged from all of its obligations to the Executive under this Agreement upon the payment to the Executive of the amount set forth in the Section of this Article VII pursuant to which such termination of employment shall occur. The Executive’s sole and exclusive remedy for the termination of his employment by the Company prior to the expiration of the Term shall be the payment by the Company to the Executive of the amount set forth in the Section of this Article VII pursuant to which such termination shall occur.

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7.2          Death of Executive. If during the Term the Executive shall die, then the employment of the Executive by the Company shall automatically terminate on the date of the Executive’s death. In such event, the Company shall be obligated to pay to the Executive’s estate or as otherwise directed by the Executive’s personal representative or executor, the Executive’s Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the date of the Executive’s death.

7.3          Disability of Executive.

(a)          If during the Term the Executive shall suffer any Disability, then the Company shall continue to pay to the Executive or his legal representative, as the case may be, in the ordinary and normal course of its business his Salary (subject to applicable payroll and/or other taxes required by law to be withheld) from the date that the Executive shall first suffer any such Disability to the date that the Executive’s employment by the Company shall be terminated pursuant to any of the provisions of this Agreement.

(b)          If during the Term the Executive shall suffer any Protracted Disability, then the Company may terminate the Executive’s employment. In such event, the Company shall pay to the Executive or as otherwise directed by the Executive’s legal representative his Salary (subject to applicable payroll and/or taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

7.4        Termination of Employment by Company. The Company may terminate the Executive’s employment at any time with Cause. In such event, the Company shall continue to pay to the Executive in the ordinary and normal course of its business his Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

ARTICLE VIII
Certain Covenants of the Executive

8.1          Certain Restrictive Covenants. The Executive covenants and agrees with the Company and each Affiliate of the Company as follows:

(a)          He shall not at any time, directly or indirectly, for himself or for any other Person, approach, counsel, solicit, induce or attempt to approach, counsel, solicit or induce any Person employed or engaged by the Company or any Affiliate of the Company, whether such Person is a full-time employee, part-time employee or independent contractor, to terminate his, her or its employment or independent contractor relationship with the Company or any Affiliate of the Company.

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(b)          He shall not at any time, directly or indirectly, for himself or for any other Person employ, attempt to employ or enter into any contractual arrangement for employment with, engage, attempt to engage or enter into any contractual arrangement for the engagement of, any employee or former employee or independent contractor or former independent contractor of the Company or any Affiliate of the Company, unless such former employee or independent contractor shall not have been employed or engaged by the Company or any Affiliate of the Company for a period of at least one year.

(c)          He shall not, while he is employed by the Company and for a period of two years from and after the date that his employment by the Company ceases or terminates for any reason, directly or indirectly, for himself or for any other Person:

(i)          acquire or own in any manner any interest in, or loan any amount to, any Person which competes in any manner with the Company or any Affiliate of the Company anywhere in the Territory;

(ii)        be employed by or serve as an employee, agent, officer, director or manager of, or as a consultant to, or as an independent contractor or salesperson for, any Person which competes in any manner with the Company or any Affiliate of the Company in the Territory;

(iii)       solicit, attempt to solicit, market, sell or provide, or attempt to market, sell or provide, any goods or services to any customer of the Company or any Affiliate of the Company, other than on behalf of the Company or an Affiliate of the Company or unless any such customer has not been a customer of the Company or any Affiliate of the Company for a period of at least one year;

(iv)        procure goods or services from any supplier or vendor of the Company or any Affiliate of the Company, other than on behalf of the Company or an Affiliate of the Company or unless any such supplier or vendor has not been a supplier or vendor to the Company or any Affiliate of the Company for a period of at least one year;

(v)          compete in any manner with the Company or any of its Affiliates in the Territory; or

(vi)        interfere with, disrupt, or attempt to interfere with or disrupt, any existing relationship, contractual or otherwise, between the Company or any Affiliate of the Company on the one hand, and any of the respective employees, independent contractors, customers, suppliers, vendors or other Persons with which any of the Company or its Affiliates has business relations or deals with on the other.

The foregoing provisions of this Section 8.l(c) shall not prevent the Executive from acquiring and owning not more than one percent of the equity securities of any Person whose securities are listed for trading on a national securities exchange or are regularly traded in the over-the-counter securities market.

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8.2          Independent Agreements. The restrictive covenants set forth in Section 8.1 above (collectively, the “Restrictive Covenants”) shall be construed as agreements independent of any other provision contained in this Agreement, and the existence of any claim or cause of action, whether predicated upon this Agreement or otherwise, against the Company or any of its Affiliates shall not constitute a defense to the enforcement by the Company or any of its Affiliates of any of the Restrictive Covenants. The Executive acknowledges that the Company has fully performed all obligations entitling it to the benefits of the Restrictive Covenants, and that the Restrictive Covenants, therefore, are not executory or otherwise subject to rejection under the Bankruptcy Code of 1978.

8.3          Reasonable Restraint. Each of the Company and the Executive acknowledges that each of the Restrictive Covenants is a reasonable and necessary restraint of trade and does not violate any applicable laws, rules or regulations, including without limitation the Sherman Antitrust Act, the Florida Antitrust Act or the common law. Each of the Company and the Executive acknowledges that the Company conducts its business activities on a worldwide basis and throughout the Territory. Each of the Company and the Executive acknowledges that each of the Restrictive Covenants is supported by valid and legitimate business interests, including without limitation the need to protect the Confidential Information and Trade Secrets (as such terms are hereinafter defined) of the Company and its Affiliates, and the need to protect the substantial relationships of the Company and its Affiliates with their respective employees and independent contractors, current and prospective customers, and current and prospective vendors, and that the period of restriction set forth in Section 8.l(c) above is essential to the full protection of each of such valid and legitimate business interests.

8.4          Severability. Each of the Company and the Executive agrees that each of the Restrictive Covenants is reasonable and proper with respect to duration, geographical scope, and lines of business. If all or any portion of any of the Restrictive Covenants is held by a court of competent jurisdiction to be unreasonable, arbitrary or against public policy for any reason, then all or such portion of such Restrictive Covenants shall be considered divisible as to duration, geographical scope or lines of business, or may be otherwise narrowed so as to be enforceable. If a court of competent jurisdiction shall determine that a time period, a geographical area or a specified line of business is unreasonable, arbitrary or against public policy for any reason, then a shorter period, a smaller geographical area or a narrower line of business, as shall be determined by such court to be reasonable, non-arbitrary and not against public policy, may be enforced against the Executive by the Company.

8.5          Certain Policies. The Executive acknowledges that (a) he has been provided with a copy of the Company’s Policies Regarding Electronic Information Systems, Electronic Mail, Internet and Telephone and Other Communications (the “Policies”), (b) he has read the Policies, (c) he has had an opportunity ask questions of and to seek information regarding the Policies, (d) he understands the Policies and (e) he accepts, consents to and agrees to abide by the Policies.

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8.6          Assignment of Works. The Executive assigns to the Company or its assigns all of the Executive’s right, title and interest in and to all developments, inventions and ideas made, conceived or reduced to practice solely or jointly by the Executive while engaging in activities within the scope of his employment by the Company, regardless of whether any of such developments, inventions and ideas qualify as intellectual property or were conceived or developed during business hours. The Executive acknowledges and agrees that all original works of authorship that are made with the scope of his employment by the Company and which can be legally protected are “works for hire” under applicable law. The Executive shall notify the Company of all developments, inventions and ideas and to take all actions necessary to enable the Company to seek legal protection for them.

ARTICLE IX
Confidential Information and Trade Secrets

9.1          Certain Definitions.

(a)          “Confidential Information” includes information which (a) has been or is developed or is otherwise owned by the Company or any of its Affiliates, whether developed by the Company or an Affiliate of the Company or by any other Person, (b) is not readily available to the public and not generally ascertainable by proper means by the public, (c) if disclosed to the public, would be harmful to the interests of the Company or any Affiliate of the Company, (d) has limited disclosure within the Company or any Affiliate of the Company, or (e) is treated or designated by the Company or any Affiliate of the Company as being confidential. Confidential Information may consist of technical information, including without limitation inventions, formulas, compilations, computer programs, software, databases, methods, purchasing techniques and processes, sales techniques and processes, market data and pricing and discounting practices, as well as business information relating to the financial condition, financial arrangements, business plans or strategies (such as new products and services and plans for sales, marketing, purchasing, distribution, services or promotions), employee training materials, sales manuals, customer needs, contacts, accounts and the like, vendor or supplier lists, vendor or supplier needs, contacts, accounts and the like, personnel, payroll and financial data and records, and any and all data, information, plans, processes, procedures, methods and records of any kind or nature whatsoever, regardless of the form of storage medium and wherever located, related in any manner to the Company or any Affiliate of the Company or their respective businesses, operations or affairs or their respective members, managers, directors, officers, employees, agents or independent contractors.

(b)          “Trade Secrets” include Confidential Information which is sufficiently secret to derive actual or potential economic value to the Company or an Affiliate of the Company from not being generally known to, and not being readily ascertainable by, the competitors of the Company or an Affiliate of the Company and other Persons (including without limitation the vendors, suppliers and customers of the Company or any Affiliate of the Company), which information gives, or has the potential of giving, the Company or any Affiliate of the Company an advantage over the competitors of the Company or any Affiliate of the Company or other Persons (including without limitation the vendors, suppliers and customers of the Company or any Affiliate of the Company) which can obtain economic value from the disclosure or use of the information and which information the Company or any Affiliate of the Company has taken, and will continue to take, reasonable steps to maintain as secret or confidential vis-a-vis its current and potential competitors and other Persons (including without limitation the Company’s vendors, suppliers and customers).

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9.2          Ownership of Confidential Information and Trade Secrets. The Executive acknowledges that, in the course of his relationship with the Company, he has received, used, had access to and became familiar with, or in the future will receive, use, have access to and become familiar with, the Confidential Information and the Trade Secrets which are owned by the Company or by an Affiliate of the Company or which are or will be otherwise used in connection with the current or future business of the Company or an Affiliate of the Company. The Executive acknowledges and agrees that all such Confidential Information and Trade Secrets are and shall remain the sole and exclusive property of the Company or an Affiliate of the Company, as the case may be, and that the covenants set forth in Section 9.3 below are fair and reasonable.

9.3          Non-Disclosure. The Executive shall not, directly or indirectly, at any time disclose to any Person, or take or use for the purposes of any Person, other than the Company or its Affiliates, any Confidential Information or Trade Secrets. The Executive shall not, directly or indirectly, at any time copy or place any Confidential Information or Trade Secrets on to any personal computer or other data collection or storage device that is not owned by the Company or an Affiliate of the Company. The obligations of the Executive set forth in this Section 9.3 apply to, and are intended to prevent, the direct or indirect disclosure of any Confidential Information or Trade Secrets to Persons where such disclosure of the Confidential Information or the Trade Secrets would reasonably be considered to be useful to the competitors of the Company or any of its Affiliates or to any other Person to become a competitor based, in whole or in part, on such Confidential Information or Trade Secrets. Immediately upon the termination of the Executive’s employment by the Company for any reason, the Executive shall deliver to the Company all Confidential Information and Trade Secrets and all Company property then in his possession.

9.4         Independent Agreements. The covenants set forth in Section 9.3 above shall be construed as an agreement independent of any other provision contained in this Agreement, and the existence of any claim or cause of action, whether predicated upon this Agreement or otherwise, against the Company or any of its Affiliates shall not constitute a defense to the enforcement by the Company or any of its Affiliates of any of such covenants. The Executive acknowledges that the Company has fully performed all obligations entitling it to the benefit of the covenants set forth in Section 9.3 above, and that such covenants, therefore, are not executory or otherwise subject to rejection under the Bankruptcy Code of 1978.

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ARTICLE X
Remedies; Survival

10.1          Injunction: Specific Performance. It is recognized and acknowledged by each of the parties that a breach or violation by the Executive of any or all or the provisions contained in this Agreement will cause irreparable harm and damage to the Company and/or its Affiliates in a monetary amount which would be virtually impossible to ascertain. As a result, each of the parties recognizes and acknowledges that the Company and/or its Affiliates shall be entitled to the remedies of injunction and/or specific performance from any court of competent jurisdiction enjoining and restraining any breach or violation by the Executive of any or all of the provisions contained herein and/or requiring the specific performance of any or all of the provisions contained herein, and that such rights to injunction and specific performance shall be cumulative and in addition to whatever other rights and remedies the Company and/or its Affiliates may possess hereunder, at law and in equity.

10.2          Damages.

(a)          Except as otherwise provided in Article VII above, nothing contained in this Agreement shall be construed to prevent either of the parties from seeking and recovering from the other party damages sustained by it or him as a result of the other party’s breach or violation of any or all of the provisions of this Agreement.

(b)          Without limiting the generality of the provisions of Section 10.2(a) above, if the Company fails to make any payment to the Executive when due pursuant to the provisions of this Agreement, then simple interest shall accrue on such amount from the date due to the date of payment in full at the rate of Twelve Percent (12%) per annum.

(c)          Without limiting the generality of the provisions of Section 10.2 above, if any litigation shall arise between the Company and the Executive based, in whole or in part, upon this Agreement or any or all of the provisions contained herein, then, in any such event, the prevailing party in any such litigation shall be entitled to recover from the non-prevailing party, and shall be awarded by a court of competent jurisdiction, all reasonable fees and disbursements of trial and appellate counsel paid, incurred or suffered by such prevailing party as the result of, arising from, or in connection with, any such litigation.

10.3          Survival. The provisions of Articles I, VIII, IX, X and XI of this Agreement shall survive indefinitely the expiration of the Term or the termination of the Executive’s employment prior to the expiration of the Term.

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ARTICLE XI
Miscellaneous Provisions

11.1          Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the conflicts of laws provisions thereof.

11.2          Notices. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two days after having been delivered to Federal Express, UPS or another recognized overnight courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective parties at their respective addresses or to their respective facsimile telephone numbers, as follow:

If to the Company:	ForeCast, Inc.
	5850 TG Lee Boulevard
	Suite 310
	Orlando, Florida 32822
	Attention: Secretary
If to the Executive:	William A. Mobley, Jr.
	5850 TG Lee Boulevard
	Suite 310
	Orlando, Florida 32822

or to such other address or facsimile telephone number as either party may from time to time give written notice of to the others pursuant to the foregoing provisions of this Section 11.2. It is specifically understood and agreed by the parties that any notice or other communication given by telephone, email, texting, tweeting or any other form or forms of communication not specifically permitted by subsections (a), (b), (c) or (d) of this Section 11.2 shall not be deemed to be properly delivered for purposes of this Agreement and shall, therefore, be ineffective.

11.3          Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the parties.

11.4          Benefits; Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

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11.5          Jurisdiction and Venue; Service of Process; Waiver of Trial by Jury. If any dispute, controversy, suit, action or proceeding shall arise between the parties, then such dispute, controversy, suit, action or proceeding may only be brought for resolution in the United States District Court for the Middle District of Florida, Orlando Division, or in the Judicial Circuit Court in and for Orange County, Florida. Each of the parties consents to the jurisdiction and venue of such courts, and agrees that it or he shall not contest or challenge the jurisdiction or venue of such courts. Each of the parties agrees that service of any process, summons, notice or document, by United States registered or certified mail, to its or her address set forth in or as provided herein shall be effective service of process for any suit, action or proceeding brought against it or him in any such court. In recognition of the fact that the issues which would arise under this Agreement are of such a complex nature that they could not be properly tried before a jury, each of the parties waives trial by jury.

11.6          No Waivers. The waiver by either party of a breach or violation of any provision of this Agreement by the other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

11.7          Third Party Beneficiaries. The Executive acknowledges and agrees that each and every present and future Affiliate of the Company shall be entitled, as a third party beneficiary, to the rights and benefits of the representations, warranties, covenants and agreements of the Executive set forth in this Agreement. Nothing contained in this Section 11.7 shall prohibit the modification of this Agreement by the Company and the Executive in accordance with the provisions hereof.

11.8          Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

11.9          Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

[Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement as of the date first written above.

FreeCast, Inc.

By:
		Marjorie Lieberman, Secretary	William A. Mobley, Jr.

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EX-10.7

Exhibit 10.7

AMENDMENT
TO
EMPLOYMENT AGREEMENT

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”).

RECITALS:

A.          The Company and the Executive have previously entered into an Employment Agreement dated as of July 1, 2013 (the “Employment Agreement”). The Executive serves as the Chief Executive Officer of the Company.

B.          Each of the Company and the Executive desires to make certain modifications to the Employment Agreement as are set forth in this Amendment to Employment Agreement (the “Amendment”).

C.          The Company desires to continue to employ the Executive, and the Executive desires to continue to be employed by the Company, pursuant to the provisions of the Employment Agreement, as modified by the provisions of this Amendment.

NOW, THEREFORE, in consideration of the Recitals, and the respective covenants and agreements of each of the Company and the Executive contained in this Amendment, each of the Company and the Executive agrees as follows:

1.            Definitions. All capitalized terms utilized in this Amendment which are not defined herein shall have the respective meanings set forth in the Employment Agreement.

2.            Term. Section 3.1 of the Employment Agreement is deleted in its entirety and the following Section 3.1 is inserted in its place:

“3.1            Term. The term of the Executive’s employment by the Company shall be for a period of five years, commencing on July 1, 2014 and continuing through June 30, 2019 (the “Term”). Notwithstanding the provisions of the immediately preceding sentence, the Executive’s employment by the Company may be terminated prior to the expiration of the Term in accordance with the provisions of Article VII below.”

3.            Automobile. Section 6.4 of the Employment Agreement is deleted in its entirety and the following Section 6.4 is inserted in its place:

“6.4            Automobile. The Company shall provide the Executive with an automobile allowance of Two Thousand Five Hundred Dollars ($2,500.00) per month.”

4.            Conflict. If and to the extent that a conflict may arise or exist between any provision of this Amendment and any provision of the Employment Agreement, to the fullest extent permitted by applicable law, the provision of this Amendment shall be controlling, and shall take precedence over, the provision of the Employment Agreement.

5.            Governing Law. This Amendment shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the conflicts of laws provisions thereof.

6.            Entire Agreement. This Amendment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. This Amendment may not be amended or modified in any manner, except by a written instrument executed by each of the parties.

7.            Benefits; Binding Effect. This Amendment shall be for the benefit of, and shall be binding upon, the parties and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

8.            Headings. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

9.            Counterparts. This Amendment may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement as of the date first written above.

FreeCast, Inc.
By:
	Christopher M. Savine,	William A. Mobley, Jr.
	Chief Financial Officer

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EX-10.8

Exhibit 10.8

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of June 10, 2014 by and between FreeCast, Inc., a Florida corporation (the “Company”), and Christopher M. Savine, an individual (the “Executive”).

RECITALS:

A.          The Company and the Executive have previously entered into an Employment Agreement dated as of April 15, 2014 (the “Initial Agreement”).

B.          Each of the Company and the Executive desires to amend and restate the Original Agreement in accordance with this Amended and Restated Employment Agreement (the “Agreement”).

NOW, THEREFORE, in consideration of the Recitals, and the respective covenants and agreements of each of the Company and the Executive contained in this Agreement, each of the Company and the Executive agrees as follows:

ARTICLE I
Certain Definitions

The following terms shall have the following respective meanings when utilized in this Agreement:

“Agreement” shall have the meaning set forth in the Recital B.

“Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, controls, or is controlled by or is under common control with, such specified Person. For purposes of this definition, the concept of “control,” when used with respect to any specified Person, signifies the possession of the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities or partnership or other equity or ownership interests, by contract or otherwise.

“Cause” means any of the following:

(a)          any action by the Executive or any failure to act by the Executive which constitutes fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(b)          any action by the Executive which constitutes assault or any other act of violence;

(c)          any action by the Executive which constitutes sexual harassment or discrimination on the basis of race, ethnicity, religion, gender or sexual preference;

(d)          the Executive’s conviction or plea of guilty or nolo contendre to any felony whatsoever or to any misdemeanor if the sentence therefor includes incarceration;

(e)          the Executive’s attendance at work in a state of intoxication or being found with any drug or substance possession which would constitute a criminal offense of any kind;

(f)          the Executive’s carrying out any activity or making any public statement which prejudices or diminishes the good name, reputation or standing of the Company or any its Affiliates or would cause any of them to be subjected to public contempt or ridicule;

(g)          any action or failure to act by the Executive which constitutes a violation of law, including without limitation any violation of any federal or state securities laws;

(h)          any breach or violation by the Executive of any or all of his material covenants or agreements set forth in this Agreement;

(i)          any failure or refusal by the Executive to perform any or all of his material duties and responsibilities as an employee of the Company; or

(j)          gross negligence by the Executive in the performance of any or all of his material duties and responsibilities as an employee of the Company.

“Certificate” shall have the meaning set forth in Section 5.2(a).

“Common Stock” shall have the meaning set forth in Section 5.1.

“Company” means FreeCast, Inc., a Florida corporation.

“Confidential Information” shall have the meaning set forth in Section 9.l(a).

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“Disability” means any mental or physical illness, condition, disability or incapacity which prevents the Executive from reasonably discharging his duties and responsibilities as an officer of the Company. If any disagreement or dispute shall arise between the Company and the Executive as to whether the Executive suffers from any Disability, then, in such event, the Executive shall submit to the physical or mental examination of a licensed physician chosen solely by the Company, and such physician shall determine whether the Executive suffers from any Disability. In the absence of fraud or bad faith, the determination of such physician shall be final and binding upon the Company and the Executive. The entire cost of such examination shall be paid for solely by the Company.

“Escrow Agreement” shall have the meaning set forth in Section 5.2(a).

“Executive” means Christopher M. Savine, an individual.

“Initial Agreement” shall have the meaning set forth in Recital A.

“Law Firm” shall have the meaning set forth in Section 5.2(a).

“Person” means any individual, person, sole proprietorship, company, corporation, partnership, limited liability company, joint venture, trust, association or other entity, or any combination of the foregoing.

“Policies” shall have the meaning set forth in Section 8.5.

“Restrictive Covenants” shall have the meaning set forth in Section 8.2.

“Salary” shall have the meaning set forth in Section 4.1.

“Section 83(b) Election” shall have the meaning set forth in Section 5.2(e).

“Shares” shall have the meaning set forth in Section 5.2(a).

“Tax Related Items” shall have the meaning set forth in Section 5.2(d).

“Term” shall have the meaning set forth in Section 3.1.

“Termination Date” means a specific date not less than fifteen nor more than forty-five days from and after the date of any Termination Notice upon which the Executive’s employment by the Company shall terminate.

“Termination Notice” shall mean a written notice which sets forth (a) the specific provision of this Agreement relied upon to terminate the Executive’s employment and (b) a Termination Date.

“Territory” means the United States of America and its territories and possessions.

“Trade Secrets” shall have the meaning set forth in Section 9.1 (b).

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ARTICLE II
Employment

2.1          Employment. The Company employs the Executive and the Executive accepts such employment. Subject to the direction of the Board of Directors and the Chief Executive Officer, the Executive shall serve as the Chief Financial Officer of the Company. The Executive shall have such responsibilities, perform such duties and exercise such power and authority as may from time to time be delegated to him by the Board of Directors or the Chief Executive Officer or are inherent in, or incident to, such office. The Executive shall devote substantially all of his business time and attention and his best efforts to the diligent, professional and ethical performance of his duties as an employee of the Company.

2.2          Change in Position. If the Executive’s position with the Company shall change for any reason, then this Agreement shall continue to apply.

ARTICLE III
Term

3.1          Term. The term of the Executive’s employment by the Company shall be for a period of one year, commencing on April 28, 2014 and continuing through April 27, 2015 (the “Term”). Subsequent to April 27, 2015, the Term shall be automatically extended on a month- to-month basis. Notwithstanding the provisions of the immediately preceding sentences, the Executive’s employment by the Company may be terminated prior to the expiration of the initial Term or any extension thereof in accordance with the provisions of Article VII below.

ARTICLE IV
Salary

4.1          Salary. In full payment for the obligations to be performed by the Executive during the term of this Agreement, effective as of April 28, 2014, the Company shall pay to the Executive a salary (subject to applicable payroll and/or other taxes required by law to be withheld) equal to One Hundred Fifty Thousand Dollars ($150,000.00) per annum (the “Salary”).

4.2          Payment of Salary. The Salary shall be paid to the Executive in installments from time to time on the same dates payments of salary are generally made to all senior management employees of the Company.

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ARTICLE V
Incentives

5.1          Warrants. In order to induce the Executive to enter into the Initial Agreement and perform his obligations thereunder and hereunder and the payment to the Company of Fifty Dollars ($50.00), the Executive has executed and delivered to the Company a subscription agreement and the Company has issued to the Executive warrants to purchase an aggregate of Two Hundred Seventy-Four Thousand Thirty-Three (274,033) shares of its common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of Twenty-Five Cents ($0.25) per share and on such other terms and conditions as are set forth in the warrants.

5.2          Shares.

(a)          The Company shall cause the issuance in the name of the Executive of a stock certificate (the “Certificate”) representing Four Hundred Thousand (400,000) shares of Common Stock (the “Shares”) for and in consideration of services rendered, or to be rendered, by the Executive to the Company in the amount of One Hundred Thousand Dollars ($100,000.00). The Company shall deliver the Certificate to the law firm of Winderweedle, Haines, Ward & Woodman, P.A. (the “Law Firm”) to be held in escrow in accordance with the provisions of that certain Escrow Agreement of even date herewith (the “Escrow Agreement”). The Executive shall deliver a stock power, endorsed in blank, with a medallion signature guaranty, to the Law Firm to be held in escrow in accordance with the provisions of the Escrow Agreement. The Executive shall execute and deliver a subscription agreement to the Company.

(b)          The Executive acknowledges that that, prior to his receipt of the Certificate, it is likely that the Company will declare or authorize a stock split or dividend, reverse stock split, combination, exchange of shares, recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or conversion of outstanding shares of Common Stock into the same or a different number of shares of the same or another class or classes of stock of the Company. In any such event, the aggregate consideration for the Shares shall continue to be the amount of One Hundred Thousand Dollars ($100,000.00), but the price per Share and the aggregate number of Shares shall be adjusted appropriately.

(c)          The Executive shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Executive, the amount of any required withholding taxes in respect of the shares of Common Stock issued pursuant to Section 5.2(a) and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Company may permit the Executive to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(i)          tendering a cash payment;

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(ii)          authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Executive in accordance with the provisions of the Escrow Agreement; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or

(iii)          delivering to the Company previously owned and unencumbered shares of Common Stock.

(d)          Notwithstanding any action the Company takes with respect to any or all income tax, social security, payroll tax, or other tax-related withholding (collectively, the “Tax- Related Items”), the ultimate liability for all Tax-Related Items is and remains the Executive’s sole responsibility and the Company (i) makes no representation or undertaking regarding the treatment of any Tax-Related Items in connection with the issuance or delivery of the Shares pursuant to Section 5.2(a) or the subsequent sale of any such Shares and (ii) does not commit to structure any transaction to reduce or eliminate the Executive’s liability for Tax-Related Items.

(e)          The Executive may make an election under Section 83(b) of the Internal Revenue Code of 1986 (a “Section 83(b) Election”) with respect to the Shares to be issued pursuant to Section 5.2(a). Any such election must be made within thirty days after the date of this Agreement. If the Executive elects to make a Section 83(b) Election, then the Executive shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the Internal Revenue Service. The Executive shall have full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

5.3          Bonus. The Executive shall have the opportunity to earn a discretionary bonus on an annual basis as may be determined in the sole discretion of the Board of Directors of the Company. Any such bonus shall be subject to applicable payroll and/or other taxes required by law to be withheld.

ARTICLE VI
Certain Fringe Benefits

6.1          Generally. The Executive may receive such benefits and participate in such benefit plans as are generally provided from time to time by the Company to its senior management employees; provided, however, that nothing contained in this Section 6.1 shall be construed to obligate the Company to provide any specific benefits to its respective senior management employees generally or to the Executive specifically.

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6.2          Vacations. The Executive shall be entitled to vacation time on an annual basis in accordance with such policies as are from time to time adopted by the Company’s Board of Directors with respect to its senior management employees.

6.3          Business, Travel and Entertainment Expenses. Within a reasonable time after the submission of appropriate receipts and other evidence by the Executive, the Company shall pay, or reimburse the Executive for, all reasonable business, travel and entertainment expenses incurred by the Executive in connection with the performance of his duties and responsibilities on behalf of the Company.

ARTICLE VII
Termination of Employment

7.1          Termination of Employment.

(a)          Notwithstanding the provisions of Article III above, the employment of the Executive (i) shall automatically terminate upon the death of the Executive pursuant to the provisions of Section 7.2, (ii) may be terminated at any time by the Company pursuant to the provisions of Sections 7.3 or 7.4 and (iii) may be terminated at any time by the Executive pursuant to the provisions of Section 7.5.

(b)          If the Company shall desire to terminate the Executive’s employment by the Company pursuant to any of the provisions of Sections 7.3 or 7.4 of this Agreement, then, in such event, the Company shall provide a Termination Notice to the Executive.

(c)          If the Executive shall desire to terminate his employment by the Company pursuant to the provisions of Sections 7.5 of this Agreement, then, in such event, the Executive shall provide a Termination Notice to the Company.

(d)          If the Executive’s employment by the Company shall be terminated pursuant to any of the provisions of this Article VII, then the Company shall be discharged from all of its obligations to the Executive under this Agreement upon the payment to the Executive of the amount set forth in the Section of this Article VII pursuant to which such termination of employment shall occur. The Executive’s sole and exclusive remedy for the termination of his employment by the Company prior to the expiration of the Term, regardless of whether such termination shall be initiated by the Company or the Executive, shall be the payment by the Company to the Executive of the amount set forth in the Section of this Article VII pursuant to which such termination shall occur.

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          7.2          Death of Executive. If during the Term the Executive shall die, then the employment of the Executive by the Company shall automatically terminate on the date of the Executive’s death. In such event, the Company shall be obligated to pay to the Executive’s estate or as otherwise directed by the Executive’s personal representative or executor, the Executive’s Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the date of the Executive’s death.

          7.3          Disability of Executive. If during the Term the Executive shall suffer any Disability, then the Company may terminate the Executive’s employment. In such event, the Company shall pay to the Executive or as otherwise directed by the Executive’s legal representative his Salary (subject to applicable payroll and/or taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

          7.4          Termination of Employment by Company.

                         (a)           The Company may terminate the Executive’s employment at any time with Cause. In such event, the Company shall continue to pay to the Executive in the ordinary and normal course of its business his Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

                         (b)           The Company may terminate the Executive’s employment at any time without Cause. In such event, (i) the Company shall continue to pay to the Executive in the ordinary and normal course of its business his Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice and (ii) (A) if the Termination Date set forth in the Termination Notice is on or before April 27, 2015, then the Company shall continue to pay to the Executive a salary at the rate of Two Hundred Fifty Thousand Dollars ($250,000.00) per annum (subject to applicable payroll and/or other taxes required by law to be withheld) for a period of three months subsequent to the Termination Date set forth in the Termination Notice and (B) if the Termination Date set forth in the Termination Notice is subsequent to April 27, 2015, then the Company shall continue to pay to the Executive a salary at the rate of Two Hundred Thousand Dollars ($250,000.00) per annum (subject to applicable payroll and/or other taxes required by law to be withheld) for a period of six months subsequent to the Termination Date set forth in the Termination Notice.

          7.5          Termination of Employment by Executive. The Executive may terminate his employment at any time. In such event, the Company shall continue to pay to the Executive in the ordinary and normal course of its business his Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

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ARTICLE VIII
Certain Covenants of the Executive

          8.1          Certain Restrictive Covenants. The Executive covenants and agrees with the Company and each Affiliate of the Company as follows:

                         (a)           He shall not at any time, directly or indirectly, for himself or for any other Person, approach, counsel, solicit, induce or attempt to approach, counsel, solicit or induce any Person employed or engaged by the Company or any Affiliate of the Company, whether such Person is a full-time employee, part-time employee or independent contractor, to terminate his, her or its employment or independent contractor relationship with the Company or any Affiliate of the Company.

                         (b)          He shall not at any time, directly or indirectly, for himself or for any other Person employ, attempt to employ or enter into any contractual arrangement for employment with, engage, attempt to engage or enter into any contractual arrangement for the engagement of, any employee or former employee or independent contractor or former independent contractor of the Company or any Affiliate of the Company, unless such former employee or independent contractor shall not have been employed or engaged by the Company or any Affiliate of the Company for a period of at least one year.

                         (c)          He shall not, while he is employed by the Company and for a period of two years from and after the date that his employment by the Company ceases or terminates for any reason, directly or indirectly, for himself or for any other Person:

                                        (i)          acquire or own in any manner any interest in, or loan any amount to, any Person which competes in any manner with the Company or any Affiliate of the Company anywhere in the Territory;

                                        (ii)         be employed by or serve as an employee, agent, officer, director or manager of, or as a consultant to, or as an independent contractor or salesperson for, any Person which competes in any manner with the Company or any Affiliate of the Company in the Territory;

                                        (iii)        solicit, attempt to solicit, market, sell or provide, or attempt to market, sell or provide, any goods or services to any customer of the Company or any Affiliate of the Company, other than on behalf of the Company or an Affiliate of the Company or unless any such customer has not been a customer of the Company or any Affiliate of the Company for a period of at least one year;

                                        (iv)        procure goods or services from any supplier or vendor of the Company or any Affiliate of the Company, other than on behalf of the Company or an Affiliate of the Company or unless any such supplier or vendor has not been a supplier or vendor to the Company or any Affiliate of the Company for a period of at least one year;

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                                        (v)           compete in any manner with the Company or any of its Affiliates in the Territory; or

                                        (vi)          interfere with, disrupt, or attempt to interfere with or disrupt, any existing relationship, contractual or otherwise, between the Company or any Affiliate of the Company on the one hand, and any of the respective employees, independent contractors, customers, suppliers, vendors or other Persons with which any of the Company or its Affiliates has business relations or deals with on the other.

The foregoing provisions of this Section 8.l(c) shall not prevent the Executive from acquiring and owning not more than one percent of the equity securities of any Person whose securities are listed for trading on a national securities exchange or are regularly traded in the over-the-counter securities market.

          8.2          Independent Agreements. The restrictive covenants set forth in Section 8.1 above (collectively, the “Restrictive Covenants”) shall be construed as agreements independent of any other provision contained in this Agreement, and the existence of any claim or cause of action, whether predicated upon this Agreement or otherwise, against the Company or any of its Affiliates shall not constitute a defense to the enforcement by the Company or any of its Affiliates of any of the Restrictive Covenants. The Executive acknowledges that the Company has fully performed all obligations entitling it to the benefits of the Restrictive Covenants, and that the Restrictive Covenants, therefore, are not executory or otherwise subject to rejection under the Bankruptcy Code of 1978.

          8.3          Reasonable Restraint. Each of the Company and the Executive acknowledges that each of the Restrictive Covenants is a reasonable and necessary restraint of trade and does not violate any applicable laws, rules or regulations, including without limitation the Sherman Antitrust Act, the Florida Antitrust Act or the common law. Each of the Company and the Executive acknowledges that the Company conducts its business activities on a worldwide basis and throughout the Territory. Each of the Company and the Executive acknowledges that each of the Restrictive Covenants is supported by valid and legitimate business interests, including without limitation the need to protect the Confidential Information and Trade Secrets (as such terms are hereinafter defined) of the Company and its Affiliates, and the need to protect the substantial relationships of the Company and its Affiliates with their respective employees and independent contractors, current and prospective customers, and current and prospective vendors, and that the period of restriction set forth in Section 8.l(c) above is essential to the full protection of each of such valid and legitimate business interests.

          8.4          Severability. Each of the Company and the Executive agrees that each of the Restrictive Covenants is reasonable and proper with respect to duration, geographical scope, and lines of business. If all or any portion of any of the Restrictive Covenants is held by a court of competent jurisdiction to be unreasonable, arbitrary or against public policy for any reason, then all or such portion of such Restrictive Covenants shall be considered divisible as to duration, geographical scope or lines of business, or may be otherwise narrowed so as to be enforceable. If a court of competent jurisdiction shall determine that a time period, a geographical area or a specified line of business is unreasonable, arbitrary or against public policy for any reason, then a shorter period, a smaller geographical area or a narrower line of business, as shall be determined by such court to be reasonable, non-arbitrary and not against public policy, may be enforced against the Executive by the Company.

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          8.5           Certain Policies. The Executive acknowledges that (a) he has been provided with a copy of the Company’s Policies Regarding Electronic Information Systems, Electronic Mail, Internet and Telephone and Other Communications (the “Policies”), (b) he has read the Policies, (c) he has had an opportunity ask questions of and to seek information regarding the Policies, (d) he understands the Policies and (e) he accepts, consents to and agrees to abide by the Policies.

          8.6          Assignment of Works. The Executive assigns to the Company or its assigns all of the Executive’s right, title and interest in and to all developments, inventions and ideas made, conceived or reduced to practice solely or jointly by the Executive while engaging in activities within the scope of his employment by the Company, regardless of whether any of such developments, inventions and ideas qualify as intellectual property or were conceived or developed during business hours. The Executive acknowledges and agrees that all original works of authorship that are made with the scope of his employment by the Company and which can be legally protected are “works for hire” under applicable law. The Executive shall notify the Company of all developments, inventions and ideas and to take all actions necessary to enable the Company to seek legal protection for them.

ARTICLE IX
Confidential Information and Trade Secrets

          9.1          Certain Definitions.

                         (a)          “Confidential Information” includes information which (a) has been or is developed or is otherwise owned by the Company or any of its Affiliates, whether developed by the Company or an Affiliate of the Company or by any other Person, (b) is not readily available to the public and not generally ascertainable by proper means by the public, (c) if disclosed to the public, would be harmful to the interests of the Company or any Affiliate of the Company, (d) has limited disclosure within the Company or any Affiliate of the Company, or (e) is treated or designated by the Company or any Affiliate of the Company as being confidential. Confidential Information may consist of technical information, including without limitation inventions, formulas, compilations, computer programs, software, databases, methods, purchasing techniques and processes, sales techniques and processes, market data and pricing and discounting practices, as well as business information relating to the financial condition, financial arrangements, business plans or strategies (such as new products and services and plans for sales, marketing, purchasing, distribution, services or promotions), employee training materials, sales manuals, customer needs, contacts, accounts and the like, vendor or supplier lists, vendor or supplier needs, contacts, accounts and the like, personnel, payroll and financial data and records, and any and all data, information, plans, processes, procedures, methods and records of any kind or nature whatsoever, regardless of the form of storage medium and wherever located, related in any manner to the Company or any Affiliate of the Company or their respective businesses, operations or affairs or their respective members, managers, directors, officers, employees, agents or independent contractors.

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                         (b)          “Trade Secrets” include Confidential Information which is sufficiently secret to derive actual or potential economic value to the Company or an Affiliate of the Company from not being generally known to, and not being readily ascertainable by, the competitors of the Company or an Affiliate of the Company and other Persons (including without limitation the vendors, suppliers and customers of the Company or any Affiliate of the Company), which information gives, or has the potential of giving, the Company or any Affiliate of the Company an advantage over the competitors of the Company or any Affiliate of the Company or other Persons (including without limitation the vendors, suppliers and customers of the Company or any Affiliate of the Company) which can obtain economic value from the disclosure or use of the information and which information the Company or any Affiliate of the Company has taken, and will continue to take, reasonable steps to maintain as secret or confidential vis-a-vis its current and potential competitors and other Persons (including without limitation the Company’s vendors, suppliers and customers).

          9.2          Ownership of Confidential Information and Trade Secrets. The Executive acknowledges that, in the course of his relationship with the Company, he has received, used, had access to and became familiar with, or in the future will receive, use, have access to and become familiar with, the Confidential Information and the Trade Secrets which are owned by the Company or by an Affiliate of the Company or which are or will be otherwise used in connection with the current or future business of the Company or an Affiliate of the Company. The Executive acknowledges and agrees that all such Confidential Information and Trade Secrets are and shall remain the sole and exclusive property of the Company or an Affiliate of the Company, as the case may be, and that the covenants set forth in Section 9.3 below are fair and reasonable.

          9.3          Non-Disclosure. The Executive shall not, directly or indirectly, at any time disclose to any Person, or take or use for the purposes of any Person, other than the Company or its Affiliates, any Confidential Information or Trade Secrets. The Executive shall not, directly or indirectly, at any time copy or place any Confidential Information or Trade Secrets on to any personal computer or other data collection or storage device that is not owned by the Company or an Affiliate of the Company. The obligations of the Executive set forth in this Section 9.3 apply to, and are intended to prevent, the direct or indirect disclosure of any Confidential Information or Trade Secrets to Persons where such disclosure of the Confidential Information or the Trade Secrets would reasonably be considered to be useful to the competitors of the Company or any of its Affiliates or to any other Person to become a competitor based, in whole or in part, on such Confidential Information or Trade Secrets. Immediately upon the termination of the Executive’s employment by the Company for any reason, the Executive shall deliver to the Company all Confidential Information and Trade Secrets and all Company property then in his possession.

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          9.4          Independent Agreements. The covenants set forth in Section 9.3 above shall be construed as an agreement independent of any other provision contained in this Agreement, and the existence of any claim or cause of action, whether predicated upon this Agreement or otherwise, against the Company or any of its Affiliates shall not constitute a defense to the enforcement by the Company or any of its Affiliates of any of such covenants. The Executive acknowledges that the Company has fully performed all obligations entitling it to the benefit of the covenants set forth in Section 9.3 above, and that such covenants, therefore, are not executory or otherwise subject to rejection under the Bankruptcy Code of 1978.

ARTICLE X
Remedies; Survival

          10.1          Injunction; Specific Performance. It is recognized and acknowledged by each of the parties that a breach or violation by the Executive of any or all or the provisions contained in this Agreement will cause irreparable harm and damage to the Company and/or its Affiliates in a monetary amount which would be virtually impossible to ascertain. As a result, each of the parties recognizes and acknowledges that the Company and/or its Affiliates shall be entitled to the remedies of injunction and/or specific performance from any court of competent jurisdiction enjoining and restraining any breach or violation by the Executive of any or all of the provisions contained herein and/or requiring the specific performance of any or all of the provisions contained herein, and that such rights to injunction and specific performance shall be cumulative and in addition to whatever other rights and remedies the Company and/or its Affiliates may possess hereunder, at law and in equity.

          10.2          Damages. Except as otherwise provided in Article VII above, nothing contained in this Agreement shall be construed to prevent either of the parties from seeking and recovering from the other party damages sustained by it, him or her as a result of the other party’s breach or violation of any or all of the provisions of this Agreement.

          10.3          Survival. The provisions of Articles I, VIII, IX, X and XI of this Agreement shall survive indefinitely the expiration of the Term or the termination of the Executive’s employment prior to the expiration of the Term.

ARTICLE XI
Miscellaneous Provisions

          11.1          Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the conflicts of laws provisions thereof.

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          11.2          Notices. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two days after having been delivered to Federal Express, UPS or another recognized overnight courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective parties at their respective addresses or to their respective facsimile telephone numbers, as follow:

If to the Company:	FreeCast, Inc.
	5850 TG Lee Boulevard
	Suite 310
	Orlando, Florida 32822
	Attention: Chief Executive Officer
If to the Executive:	Christopher M. Savine
	6000 Island Boulevard
	Unit 504
	Miami, Florida 33160

or to such other address or facsimile telephone number as either party may from time to time give written notice of to the others pursuant to the foregoing provisions of this Section 11.2. It is specifically understood and agreed by the parties that any notice or other communication given by telephone, email, texting, tweeting or any other form or forms of communication not specifically permitted by subsections (a), (b), (c) or (d) of this Section 11.2 shall not be deemed to be properly delivered for purposes of this Agreement and shall, therefore, be ineffective.

          11.3          Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. Without limiting the generality of the immediately preceding sentence, the Initial Agreement is superseded hereby and the Initial Agreement shall be of no further force or effect. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the parties.

          11.4          Benefits: Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties hereto and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

          11.5          Jurisdiction and Venue: Service of Process: Waiver of Trial by Jury. If any dispute, controversy, suit, action or proceeding shall arise between the parties, then such dispute, controversy, suit, action or proceeding may only be brought for resolution in the United States District Court for the Middle District of Florida, Orlando Division, or in the Judicial Circuit Court in and for Orange County, Florida. Each of the parties consents to the jurisdiction and venue of such courts, and agrees that it or he shall not contest or challenge the jurisdiction or venue of such courts. Each of the parties agrees that service of any process, summons, notice or document, by United States registered or certified mail, to its or her address set forth in or as provided herein shall be effective service of process for any suit, action or proceeding brought against it or him in any such court. In recognition of the fact that the issues which would arise under this Agreement are of such a complex nature that they could not be properly tried before a jury, each of the parties waives trial by jury.

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          11.6          No Waivers. The waiver by either party of a breach or violation of any provision of this Agreement by the other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

          11.7          Third Party Beneficiaries. The Executive acknowledges and agrees that each and every present and future Affiliate of the Company shall be entitled, as a third party beneficiary, to the rights and benefits of the representations, warranties, covenants and agreements of the Executive set forth in this Agreement. Nothing contained in this Section 11.7 shall prohibit the modification of this Agreement by the Company and the Executive in accordance with the provisions hereof.

          11.8          Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

          11.9          Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

          IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement as of the date first written above. 

FreeCast, Inc.
By:
	William A. Mobley, Jr.,	Christopher M. Savine
	Chief Executive Officer

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EX-10.10

Exhibit 10.10

MCMS PURCHASE AGREEMENT

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”).

RECITALS:

A.           Nextelligence is the sole owner of certain software which is used as a Media Content Management System (the “MCMS”). The Company desires to purchase and own the MCMS.

B.           Nextelligence has received a written appraisal of the MCMS from Thomas J. Herman (the “Appraisal”) which indicates that the MCMS has a current fair market value of not less than $750,000.

C.           Nextelligence is obligated to FreeCast in the amount of $396,543.00 (the “Obligation”).

D.          Nextelligence is willing to sell, assign, transfer and convey the MCMS to the Company for and in consideration of the amount of $400,000.00 (the “Purchase Price”). The Purchase Price would be paid by the Company to Nextelligence by (i) the reduction of the Obligation in the amount of $396,543.00 and (ii) the payment by the Company to Nextelligence of cash in the amount of $3,457.00.

E.           A majority of the disinterested directors of the Company have approved the Company’s entering into this MCMS Purchase Agreement (the “Agreement”) in accordance with the provisions of Section 607.0832 of the Florida Statutes.

F.            Each of the parties believes that it is in its best interests, and desires, to enter into this Agreement.

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the pasties agree as follows:

1.           Sale and Purchase of MCMS.

(a)           For and in consideration of the Purchase Price, Nextelligence does hereby sell, assign, transfer and convey to the Company all of its right, title and interest in and to the MCMS.

(b)           The Purchase Price shall be paid by the Company to Nextelligence by (i) the reduction of the Obligation by the amount of $396,543.00 and (ii) the payment by the Company to Nextelligence of cash in the amount of $3,457.00.

2.           Accounting Records. Each of the parties shall record the transaction described in Section 1 in its respective accounting records.

3.            Second Amended and Restated Technology License and Development Agreement. Nextelligence and the Company have previously entered into a Second Amended and Restated Technology License and Development Agreement dated as of July 31, 2014 (the “Technology Agreement”). The Technology Agreement shall not be affected, amended or modified by this Agreement, and shall remain in full force and effect.

4.             Disclaimers; Limitation on Liability

(a)          EXCEPT AS SET FORTH IN SECTION 5, NEXTELLIGENCE MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE, PRODUCTS OR SERVICE, INCLUDING WITHOUT LIMITATION THE MCMS, AND DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  NEXTELLIGENCE DOES NOT WARRANT THAT THE MCMS WILL MEET ANY OF THE COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE MCMS WILL BE UNINTERRUPTED OR ERROR-FREE.

(B)         IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY FOR (a) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; (b) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (c) COST AND EXPENSES OF PROCUREMENT OF SUBSTITUTE SOFTWARE, PRODUCTS OR SERVICES.

5.             Certain Representations and Warranties.

(a)           Nextelligence represents and warrants to the Company as follows:

 (i)           Nextelligence is a corporation duly organized and existing under the laws of the State of Delaware.

 (ii)         Nextelligence has all necessary power and authority to execute and deliver this Agreement and has taken all necessary corporate action required to be taken to authorize Nextelligence to execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it under this Agreement. This Agreement has been duly executed and delivered by Nextelligence and is a valid and binding agreement of Nextelligence. The execution and delivery of this Agreement by Nextelligence does not violate any provision of Nextelligence’ organizational documents, violate, or result in, with the giving of notice or the lapse of time or both, a violation of any provision of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice, or lapse of time or both) any obligation under, any mortgage, lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree to which Nextelligence is a party or by which Nextelligence or any of its assets is bound.

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(iii)         Nextelligence is the sole owner of the MCMS, free and clear of all liens, security interests, encumbrances and charges of any kind or nature whatsoever. Nextelligence has all necessary rights, power and authority to sell, assign, transfer and convey the MCMS to the Company, and the Company shall be fully protected in utilizing any or all of the MCMS.

(iv)         Nextelligence (A) is not involved in any manner in any suit, action or proceeding which involves a claim of infringement or misappropriation of any of the MCMS and (ii) has not received any written complaint, claim, demand or notice alleging any such claim or possible claim. None of the MCMS or the use thereof infringes on or violates in any manner the patent, trademark, service mark, copyright, trade dress or other intellectual property rights of any person or entity, or any trade secret or confidential or proprietary information or data of any person or entity.

(b)          The Company represents and warrants to Nextelligence as follows:

(i)           The Company is a corporation duly organized and existing under the laws of the State of Florida.

(ii)          The Company has all necessary power and authority to execute and deliver this Agreement and has taken all necessary corporate action required to be taken to authorize the Company to execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it under this Agreement. This Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company. The execution and delivery of this Agreement by the Company does not violate any provision of its organizational documents, violate, or result in, with the giving of notice or the lapse of time or both, a violation of any provision of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice, or lapse of time or both) any obligation under, any mortgage, lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree to which the Company is a party or by which the Company or any of its assets is bound.

6.           Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the provisions regarding conflicts of law thereof.

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7.           Notices. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two days after having been delivered to Federal Express, UPS, or another recognized overnight courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective parties at their respective addresses or to their respective facsimile telephone numbers set forth below:

If to Nextelligence:	Nextelligence, Inc.
	5830 TG Lee Boulevard
	Suite 301
	Orlando, Florida 32822
	Attention: Chief Executive Officer
	Facsimile:
If to the Company:	FreeCast, Inc.
	5830 TG Lee Boulevard
	Suite 310
	Orlando, Florida 32822
	Attention: Chief Executive Officer
	Facsimile:

or to such other address or facsimile telephone number as any party may from time to time give written notice of to the others pursuant to the foregoing provisions of this Section 7. It is specifically understood and agreed by the parties that any notice or other communication given by telephone, email, texting, twittering or any other form or forms of communication not specifically permitted by subsections (a), (b), (c) or (d) of this Section 7 shall not be deemed to be properly delivered for purposes of this Agreement and shall, therefore, be ineffective.

8.           Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. This Agreement may not be amended, modified, altered or repealed in any manner, except by a written instrument executed by each of the parties.

9.           Benefits; Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective successors and assigns.

10.         Further Assurances. Each of the parties shall cooperate with one another, shall do and perfonn such actions and things, and shall execute and deliver such agreements, documents and instruments, as may be reasonable and necessary to effectuate the purposes and intents of this Agreement.

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11.         Jurisdiction and Venue; Service of Process; Waiver of Trial by Jury. If any dispute, controversy, suit, action or proceeding shall arise between the parties, then such dispute, controversy, suit, action or proceeding may only be brought for resolution in the United States District Court for the Middle District of Florida, Orlando Division, or in the Judicial Circuit Court in and for Orange County, Florida. Each of the parties consents to the jurisdiction and venue of such courts, and agrees that it or he shall not contest or challenge the jurisdiction or venue of such courts. Each of the parties agrees that service of any process, summons, notice or document, by United States registered or certified mail, to its or his address set forth in or as provided herein shall be effective service of process for any suit, action or proceeding brought against it or him in any such court. In recognition of the fact that the issues which would arise under this Agreement are of such a complex nature that they could not be properly tried before a jury, each of the parties waives trial by jury.

12.         Attorneys’ Fees. If a party to this Agreement shall bring suit against the other party based in whole or in part upon a breach or violation of any provision hereof, then, in any such event, the prevailing party in such suit shall be awarded, and shall be paid by the non- prevailing party, reasonable fees and disbursements of legal counsel (including trial and appellate counsel) paid, incurred or suffered by the prevailing party in connection with such suit.

13.         No Waivers. The waiver by a party of a breach or violation of any provision of this Agreement by the other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by a party to exercise any right or remedy it may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

14.         Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

15.         Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

16.         Effective Date. This Agreement shall be effective for all purposes from and after January 2,20 15.

IN WITNESS WHEREOF, each of Nextelligence and the Company has executed and delivered this Agreement as of the date first written above.

NEXTELLIGENCE, INC.		FREECAST, INC.
By:		By:
	William A. Mobley, Jr.,		Christopher M. Savine,
	Chief Executive Officer		Chief Financial Officer

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EX-10.11

Exhibit 10.11 

SUBLEASE AGREEMENT

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”).

RECITALS:

A.           Citadel I Limited Partnership (the “Landlord”) and Nextelligence have previously entered into an Office Lease Agreement dated as of October 4, 2010 (the “Original Lease”). The Original Lease was modified by the mutual agreement of Landlord and Nextelligence in a First Amendment to Office Lease dated as of April 4, 2014 (the “Amendment”). The Original Lease, as modified by the Amendment, is hereinafter collectively referred to as the “Lease.”

B.           Pursuant to the Lease, Nextelligence leases 3,179 square feet of office space from Landlord located at 5850 TG Lee Boulevard, Orlando, Florida, Suites 301 and 310 (collectively, the “Premises”).

C.           Company desires to sublease the Premises from Nextelligence, and Nextelligence desires to sublease the Premises to the Company, in accordance with the provisions of this Sublease Agreement (the “Agreement”).

D.           A majority of the disinterested directors of the Company have approved the Company’s entering into this Agreement in accordance with the provisions of Section 607.0832 of the Florida Statutes.

NOW, THEREFORE, in consideration of the Recitals and the respective covenants and agreements of the parties set forth herein, each of Nextelligence and the Company agrees as follows:

1.             Sublease.

(a)           Nextelligence subleases the Premises to Company, and Company subleases the Premises from Nextelligence, at a monthly rental plus applicable sales tax, as follows:

Period Commencing On	Monthly Rent		Sales Tax		Total
July 1, 2014	$	7,023.01	$	456.50	$	7,479.51
October 1, 2014	$	7,728.33	$	502.34	$	8,230.67
April 1, 2015	$	6,763.33	$	439.62	$	7,202.95
October 1, 2015	$	5,960.63	$	387.44	$	6,348.07
October 1, 2016	$	6,169.91	$	401.04	$	6,570.95
October 1, 2017	$	6,384.50	$	414.99	$	6,799.49
October 1, 20 18	$	6,609.67	$	429.63	$	7,039.30

(b)           In addition to the amounts set forth in Section 1(a), the Company shall pay to Nextelligence, on a monthly basis, the Tenant’s Proportionate Share of Operating Expenses (as such term is defined in the Lease).

(c)           If the monthly rent for the Premises is modified in any manner pursuant to any modification or extension of the Lease or otherwise, then Company’s rent for the Premises shall be equal to such modified rent. If the monthly rent for the Premises is modified in any manner or if the applicable sales tax is modified by law, then, in any such event, the monthly sales tax shall be appropriately adjusted.

2.           Lease. The Company acknowledges receipt of a copy of the Lease. The Company shall comply with all of the covenants and agreements of Nextelligence set forth in the Lease.

3.           No Sub-sublease or Assignment. Company shall not sub-sublease nor assign any rights under this Agreement or the Lease or to the Premises.

4.           Termination. Either party may terminate this Agreement upon delivery of sixty days prior written notice to the other. Upon delivery of any such notice of termination, Company shall be responsible for payment of rent for the remaining term of the Lease not to exceed six months.

5.           Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the parties.

6.           Benefits; Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

7.           Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

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8.           Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

9.           Effective Date. This Agreement shall be effective for all purposes from and after July 1, 2014.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement as of the date first written above.

NEXTELlIGENCE, INC.		FREECAST, INC.
By:		By:
	William A. Mobley, Jr.,		Christopher M. Savine,
	Chief Executive Officer		Chief Financial Officer

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement of FreeCast, Inc. on Form S-1 to be filed on or about August 12, 2015 of our report dated August 11, 2015, on our audits of the financial statements as of June 30, 2014 and 2013 and for each of the years in the two-year period ended June 30, 2014. Our report includes an explanatory paragraph about the existence of substantial doubt concerning the Company's ability to continue as a going concern. We also consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-1.

/s/ EISNERAMPER LLP

New York, New York

August 12, 2015