Exhibit 4.17


 


THE SECURITIES REPRESENTED BY THIS DOCUMENT
AND THE SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY
THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OR AN EXEMPTION THEREFROM AS CONFIRMED
BY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT. 


 


REVOLVING CONVERTIBLE PROMISSORY NOTE 


 


	Up to $2,500,000	June 30, 2021


 


 


FOR VALUE RECEIVED,
the undersigned FREECAST, INC., a Florida corporation (“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 Two Million Five Hundred Thousand Dollars ($2,500,000), together with interest thereon from the date of this Convertible Promissory
Note (this “Note”), as provided herein.


 


By acceptance of this Note,
Payee agrees that it will promptly deliver and surrender this Note to Maker upon full payment thereof.


 


1. Principal
Balance. This Note evidences a loan up to the maximum principal sum specified above, less the aggregate amount of all principal
repayments made under this Note by Maker to Payee.


 


2. Interest
Rate. Interest shall accrue on the aggregate unpaid principal balance outstanding hereunder from time to time at the rate of 12%
per annum from but excluding the date first set forth above to and including the Maturity Date (as defined below). Interest shall accrue
on any principal balance that is not paid on the earlier of the Maturity Date and the date of an Event of Default (as defined below) at
the rate of 18% per annum from and including the Maturity Date or the date of such Event of Default to but excluding the date of payment.
In no event, however, shall interest be payable at a rate higher than the highest rate permitted by applicable law. Interest on the principal
balance outstanding will be calculated on the basis of the actual number of days elapsed over an assumed year consisting of 365 days,
to the date of receipt by Payee of any interest and/or principal. Interest shall be payable on the unpaid principal balance of this Note,
as the same may exist from time to time, from the date of issuance until paid or converted in full, in accordance with the terms herein
and shall be payable: (a) on the Maturity Date; and (b) on any earlier date of payment or conversion of principal, in whole or in part
and, if in part, as to the portion paid or converted.


 


3. Payment
Terms. Any outstanding principal balance and accrued unpaid interest shall be paid to Payee in full no later than June 30, 2024
(the “Maturity Date”).


 


4. Conversion
Rights.


 


(a) Payee
shall have the right by notice to Maker (“Conversion Notice”) to elect to convert the principal amount of this Note and
accrued and unpaid interest thereon (the “Convertible Amount”) in whole or in part into shares (“Shares”)
of Maker’s common stock, par value of $0.0001 per share (“Common Stock”), at the Conversion Price (as defined below)
in lieu of having Maker repay this Note pursuant to Section 3 above. The date notice of conversion of all or any portion of the Note is
given by Payee to Maker is referred to as the “Conversion Date.” No fractional Shares will be issued in connection with
any conversion of the Convertible Amount, but instead will be rounded up to the nearest whole Share.


 



     


     


    




 


(b) The
Convertible Amount is convertible at any time at the option of Payee by notice to Maker into that number of Shares equal to the Convertible
Amount divided by Twenty-Five Cents ($0.25), subject to adjustment as provided in the remaining provisions of this Note (the “Conversion
Price”). The Shares or other securities into which this Note is convertible (and any Shares issued upon conversion or exercise
of any such other securities) are referred to as the “Conversion Securities.” Payee may elect to convert this Note in
part under any provision hereof permitting conversion and may elect multiple conversions.


 


(c) Upon
conversion of any portion of this Note and delivery of the Conversion Securities in accordance with the terms hereof, the portion of the
principal balance of this Note so converted and all accrued interest due thereon as of the date of conversion will be deemed paid in full,
and upon conversion of all outstanding principal and interest the Note will be deemed cancelled and of no force or effect.


 


5. Additional
Matters Relating to Conversion.


 


(a) If
Maker shall effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock
split shall be proportionately decreased. If Maker shall combine the outstanding shares of Common Stock, the applicable Conversion Price
in effect immediately prior to the combination shall be proportionately increased.


 


 


(b) Maker
shall at all times when this Note shall be outstanding, reserve and keep available out of Maker’s authorized but unissued Common Stock
the total number of Shares for which this Note and all interest accrued thereon are at any time convertible.


 


6. Prepayment.
Notwithstanding anything contained herein to the contrary, this Note is subject to prepayment in whole or in part at any time at the sole
and absolute option of Maker, upon five business days’ prior written notice to Payee. The conversion rights of Payee shall continue to
be exercisable during such five day period and thereafter until payment is made in full to Payee, and Maker shall duly honor all conversions
as to which a Conversion Notice is given by Payee during such five day period.


 


7. Events
of Default. Any of the following shall constitute an “Event of Default” under this Note, and shall give rise to the
remedies provided in Section 8 herein.


 


(a) Maker
defaults in the payment of principal of or interest on this Note when due, including upon any prepayment provided for herein.


 


(b) Maker
fails to or is unable to (including by reason of Maker having insufficient authorized capital), or notifies Payee, at any time, that it
does not intend to comply with proper requests for conversion of the Note.


 


(c) Maker
fails to instruct its transfer agent to remove any legends from Conversion Securities eligible to be sold under Rule 144 of the Securities
Act and issue such unlegended certificates to Payee (or Payee’s transferee, if such request is made in connection with a transfer of Conversion
Securities), or to cause to be provided to such transfer agent any opinion of counsel and/or certification of Maker required in order
for such transfer agent to comply with such instructions, within three business days of Payee’s request so long as Payee has provided
a customary representation letter to Maker that provides a reasonable basis to conclude, to the extent such conclusion is dependent upon
matters to be confirmed by Payee, that such shares of Common Stock can be sold pursuant to Rule 144.


 



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(d) Maker
defaults in the compliance with any other term contained in this Note (which default is not described in subsections (a) through (c) above)
and such default is not remedied or waived within ten business days after receipt by Maker of notice from Payee of such default.


 


(e)  Maker
shall be subject to a Bankruptcy Event. For purposes hereof, “Bankruptcy Event” means any of the following events: (i)
Maker commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction relating to Maker or any Significant Subsidiary thereof; (ii) there is commenced
against Maker any such case or proceeding that is not dismissed within 60 days after commencement; (iii) Maker is adjudicated insolvent
or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (iv) Maker suffers any appointment
of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after
such appointment; (v) Maker makes a general assignment for the benefit of creditors; (vi) Maker calls a meeting of its creditors with
a view to arranging a composition, adjustment or restructuring of its debts; or (vii) Maker, by any act or failure to act, expressly indicates
its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting
any of the foregoing.


 


8. Remedies
on Event of Default. If any Event of Default will occur, Payee shall, in addition to any and all other available rights and remedies,
have the right, at Payee’s option, to: (a) declare the entire unpaid outstanding principal balance of this Note, together with all interest
accrued thereon, and all other sums due by Maker hereunder, to be immediately due and payable without presentment, demand, protest, or
notice, all of which are hereby expressly unconditionally and irrevocably waived by Maker, provided that upon the occurrence of an Event
of Default described in Section 7(e), the entire unpaid outstanding principal balance of this Note, together with all interest accrued
thereon, and all other sums due by Maker hereunder, shall be immediately due and payable without any declaration or other act by Payee;
and (b) pursue any and all available remedies for the collection of such principal and interest and all other sums due by Maker hereunder
and to enforce its rights as described herein; and in such case Payee may also recover all costs of suit and other expenses in connection
therewith, including reasonable attorney’s fees for collection and the right to equitable relief to enforce Payee’s rights as set forth
herein without the requirement to post any bond or other financial surety. The remedies provided in this Note may be exercised by Payee
without notice to Maker (to the extent permitted by law and except as notice is herein expressly required), and will be in addition to
and not in substitution for the rights and remedies which would otherwise be vested in Payee for the recovery of damages or otherwise
in the event of a breach of any of the undertakings of Maker hereunder. No failure by Payee to exercise and no delay in exercising any
right, power or privilege under this Note will operate as a waiver thereof, nor will any single or partial exercise of any right, power
or privilege hereunder preclude any other, further or additional exercise thereof.


 


9. Governing
Law; Venue; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the State of Florida
applied to contracts to be performed wholly within the State of Florida, without regard to conflicts of laws principles. Any judicial
proceeding brought against Maker with respect to this Note or any related agreement may be brought in any court located in the State of
Florida, United States of America, and, by execution and delivery of this Note, Maker accepts for itself and in connection with its properties,
generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment
rendered thereby in connection with this Note. Maker hereby waives personal service of any and all process upon it and consents that all
such service of process may be made by registered mail (return receipt requested) directed to Maker at its address set forth below and
service so made shall be deemed completed five days after the same shall have been so deposited in the mails of the United States of America.
Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Payee to bring proceedings
against Maker in the courts of any other jurisdiction. Maker waives any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Any judicial proceeding by
Maker against Payee involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this
Note or any related agreement, shall be brought only in a federal or state court located in the State of Florida.


 



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MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR NOTE EXECUTED
OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR
THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE
OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


10. Amendment.
Neither any provision of this Note nor any performance hereunder may be amended or waived orally, but only by an agreement in writing
and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.


 


11. Binding
Effect. The rights and obligations of Maker under this Note will be binding upon its successors, assigns, heirs, administrators
and transferees.


 


12. Successors
and Assigns. This Note may be assigned, transferred or negotiated by Payee to any person at any time (a “Transfer”)
only upon its surrender to Maker for registration of Transfer, duly endorsed, or accompanied by a duly executed written instrument of
Transfer in form satisfactory to Maker. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a
new note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal
shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of Maker’s obligation to pay
such interest and principal. Maker may not assign or transfer this Note or any of its rights hereunder without the prior written consent
of Payee. This Note shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns.


 


EXECUTED as of the
date first set forth above.


 


	FREECAST, INC. 	 
	 	 	 
	BY:	/s/ William A.
    Mobley, Jr.	 
	 	William A. Mobley, Jr., CEO	 



 


 


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