Exhibit 4.10


 


FIRST AMENDMENT TO REVOLVING CONVERTIBLE PROMISSORY
NOTE


 


THIS FIRST AMENDMENT TO
REVOLVING CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of June 13, 2022 (the “Effective
Date”), by and between FREECAST, INC. (“Borrower”) and NEXTELLIGENCE, INC. (together with successors and
assigns, “Lender”). Borrower and Lender are referred to herein as the “Parties,” and each, a “Party.”


 


R E C I T A L S:


 


WHEREAS, Borrower executed
a Revolving Convertible Promissory Note in favor of Lender in the principal amount of up to $2,500,000, dated June 30, 2021 (the “Existing
Note”);


 


WHEREAS, Borrower has
requested and Lender has agreed to, among other things, amend the terms and conditions of the Existing Note pursuant to the terms and
conditions of this Amendment; and


 


WHEREAS, all capitalized
terms not otherwise defined herein shall have the meaning ascribed thereto in the Existing Note.


 


NOW, THEREFORE, in
consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


 


1. Amendment to the Existing
Note. As of the Effective Date, the Existing Note is hereby amended or modified by:


 


Deleting the first paragraph
in its entirety and replacing it with the following:


 


“FOR VALUE RECEIVED,
the undersigned FREECAST, INC. (“Maker”) hereby promises to pay to the order of NEXTELLIGENCE, INC. (“Payee”)
at such place as Payee may designate from time to time in writing to Maker, in immediately available funds of official currency of the
United States, the aggregate principal amount as may be outstanding hereunder from time to time not to exceed Six Million and 00/100 Dollars
($6,000,000), together with interest thereon from the date of this Revolving Convertible Promissory Note (this “Note”),
as provided herein.”


 


2. Date of Effectiveness;
Limited Effect. This Amendment will become effective as of the Effective Date. Except as expressly provided in this Amendment, all
of the terms and provisions of the Existing Note are and will remain in full force and effect and are hereby ratified and confirmed by
the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to
or waiver of any other provision of the Existing Note or as a waiver of or consent to any further or future action on the part of either
Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Existing Note
to “this Note,” “the Note,” “hereunder,” “hereof,” “herein” or words of like
import will mean and be a reference to the Existing Note as amended by this Amendment.


 


3. Miscellaneous.


 


(a) This Amendment is governed
by, and construed in accordance with, the laws of the State of Florida, without regard to the conflict of laws provisions of such State.


 


(b) This Amendment shall inure
to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.


 






     


     


    

 


(c) The headings in this Amendment
are for reference only and do not affect the interpretation of this Amendment.


 


(d) This Amendment may be
executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together
shall constitute one and the same agreement. This Amendment may be executed and delivered by e-mail transmission (as a .pdf, .tif, or
similar attachment) and upon such delivery the .pdf, .tif, or similar signature will be deemed to have the same effect as if the original
signature had been delivered to the other Party.


 


(e) This Amendment constitutes
the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.


 


IN WITNESS WHEREOF, the undersigned have
executed and delivered this First Amendment to Revolving Convertible Promissory Note on and as of the Effective Date.


 


	 	BORROWER:
	 	 
	 	FreeCast, Inc.
	 	 	 
	 	By:	/s/ Jonathan Morris
	 	 	Jonathan Morris, CFO


 


Agreed to and accepted:


LENDER:


 


	Nextelligence, Inc.	 
	 	 	 
	By:	/s/ William A. Mobley, Jr.	 
	 	William A. Mobley, Jr., President	 


 


FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW
IN THE AMOUNT OF $2,450 WITH RESPECT TO THE INDEBTEDNESS EVIDENCED BY THE EXISTING NOTE HAS BEEN PREVIOUSLY PAID. NO ADDITIONAL DOCUMENTARY
STAMP TAX IS DUE IN CONNECTION HEREWITH.