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 Sections13(d)(3) and14(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 October 19, 2012. 


	 	 	 
	 	FREECAST, INC. 
	 	 
	 	By:	 
	 	Marjorie Lieberman, 
	 	Secretary 


 






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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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