Exhibit
4.6


 


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.


 


THE
SHARES UNDERLYING THIS WARRANT ARE HELD SUBJECT TO, AND MAY BE VOTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED,
ENCUMBERED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THAT CERTAIN VOTING TRUST AGREEMENT DATED AS OF
OCTOBER 15, 2012, AND ANY AND ALL AMENDMENTS THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF FREECAST, INC.


 


FREECAST,
INC.


 


NON-TRANSFERABLE
WARRANT TO PURCHASE

4,000,000 SHARES OF COMMON STOCK


 


FOR
VALUE RECEIVED, TELEBRANDS CORP., a New Jersey corporation (“Telebrands”), is entitled to purchase, subject to the
provisions hereof, from FREECAST, INC., a Florida corporation (the “Company”), Four Million (4,000,000) 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 the date of this Warrant but prior to 5:00 p.m.,
Eastern time, on October 14, 2022; 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 has been issued to Telebrands pursuant to the provisions of a certain Distribution
Agreement dated as of October 15, 2012 by and between the Company and Telebrands (the “Distribution Agreement”). This
Warrant may not be exercised by Telebrands unless and until Telebrands shall have first sold Eight Million (8,000,000) Devices
(as such term is defined in the Distribution Agreement (the “Condition Precedent”).


 






    


     


    

 


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 Telebrands 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 Telebrands or his designee. Such certificate(s) shall:


 


(i)
bear a restrictive legend restricting the transferability of such shares under the Securities Act of 1933, as amended (the “Act”);


 


(ii)
bear a restrictive legend restricting voting and transferability of such shares under a certain Voting Trust Agreement dated as
of October 15, 2012 by and among the Company and certain shareholders thereof (the “Voting Trust Agreement”); and


 


(iii)
be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement)
in accordance with the provisions of the Voting Trust Agreement.


 


(b)
If this Warrant is exercised only in part, the Company also shall issue and deliver to Telebrands 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.
No Transfer of Warrant. This Warrant may not be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered
or otherwise disposed of, in whole or in part.


 






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6.
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.


 


7.
Rights of Telebrands. Telebrands 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 Telebrands are limited to those expressed in this Warrant and are not enforceable
against the Company except to the extent set forth herein.


 


8.
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 Telebrands 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 Telebrands hereof 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 Telebrands the shares of stock, securities, cash or property that Telebrands shall be entitled to
acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for Telebrands,
to the greatest extent practicable, the benefits provided for in this Warrant.


 


(b)
If, pursuant to the provisions of this paragraph 8, Telebrands 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 Telebrands furnish a written summary of all adjustments made pursuant to this
paragraph 8 promptly following any such request.


 






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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.
Voting Trust Agreement. The Warrant Shares are subject to the provisions of the Voting Trust Agreement. The Warrant
Shares shall be delivered to, transferred to and registered in the name of, the Trustee (as such term is defined in the Voting
Trust Agreement) in accordance with the provisions of the Voting Trust Agreement.


 


11.
Amendments and Waivers. The respective rights and obligations of the Company and Telebrands may be modified or waived
only by a writing executed by the party against whom the amendment or waiver is to be enforced.


 


12.
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.


 


13.
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.


 


14.
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 15, 2012.


 


	 	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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