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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