Exhibit 4.10


 


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


675.000
SHARES OF COMMON STOCK


 


FOR
VALUE RECEIVED, Christopher M Savine, an individual (“Savine”), is entitled to purchase, subject to the provisions
hereof, from FREECAST, INC., a Florida corporation (the “Company”), Six Hundred Seventy-Five Thousand (675,000) 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 Sixty Cents ($0.60) per share. The right to purchase the Shares
under this Warrant is exercisable, in whole or in part, at any time subsequent to May 1, 2018 but prior to 5:00 p.m., Eastern
time, on April 30, 2028; 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 or 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”), (h) 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.


 




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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.


 


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 May 8, 2017.


 





	 	FREECAST, INC.
	 	 	 
	 	By:	/s/ William A. Mobley, Jr.
	 	 	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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