Exhibit 10.11 


 


SUBLEASE AGREEMENT


 


THIS SUBLEASE AGREEMENT
is entered into as of July 31, 2014 by and between Nextelligence, Inc., a Delaware corporation (“Nextelligence”),
and FreeCast, Inc., a Florida corporation (the “Company”).


 


RECITALS:


 


A.
          Citadel I Limited Partnership (the “Landlord”) and
Nextelligence have previously entered into an Office Lease Agreement dated as of October 4, 2010 (the “Original
Lease”). The Original Lease was modified by the mutual agreement of Landlord and Nextelligence in a First Amendment to
Office Lease dated as of April 4, 2014 (the “Amendment”). The Original Lease, as modified by the Amendment, is
hereinafter collectively referred to as the “Lease.”


 


B.           Pursuant
to the Lease, Nextelligence leases 3,179 square feet of office space from Landlord located at 5850 TG Lee Boulevard, Orlando, Florida,
Suites 301 and 310 (collectively, the “Premises”).


 


C.           Company
desires to sublease the Premises from Nextelligence, and Nextelligence desires to sublease the Premises to the Company, in accordance
with the provisions of this Sublease Agreement (the “Agreement”).


 


D.           A
majority of the disinterested directors of the Company have approved the Company’s entering into this Agreement in accordance
with the provisions of Section 607.0832 of the Florida Statutes.


 


NOW, THEREFORE,
in consideration of the Recitals and the respective covenants and agreements of the parties set forth herein, each of Nextelligence
and the Company agrees as follows:


 






    	 



    	 



    

 


1.             Sublease.


 


(a)           Nextelligence
subleases the Premises to Company, and Company subleases the Premises from Nextelligence, at a monthly rental plus applicable sales
tax, as follows:


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Period Commencing On	 	 	Monthly Rent	 	 	Sales Tax	 	 	Total	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	July 1, 2014	 	 	$	7,023.01	 	 	$	456.50	 	 	$	7,479.51	 
	 	October 1, 2014	 	 	$	7,728.33	 	 	$	502.34	 	 	$	8,230.67	 
	 	April 1, 2015	 	 	$	6,763.33	 	 	$	439.62	 	 	$	7,202.95	 
	 	October 1, 2015	 	 	$	5,960.63	 	 	$	387.44	 	 	$	6,348.07	 
	 	October 1, 2016	 	 	$	6,169.91	 	 	$	401.04	 	 	$	6,570.95	 
	 	October 1, 2017	 	 	$	6,384.50	 	 	$	414.99	 	 	$	6,799.49	 
	 	October 1, 20 18	 	 	$	6,609.67	 	 	$	429.63	 	 	$	7,039.30	 



 


(b)           In
addition to the amounts set forth in Section 1(a), the Company shall pay to Nextelligence, on a monthly basis, the Tenant’s
Proportionate Share of Operating Expenses (as such term is defined in the Lease).


 


(c)           If
the monthly rent for the Premises is modified in any manner pursuant to any modification or extension of the Lease or otherwise,
then Company’s rent for the Premises shall be equal to such modified rent. If the monthly rent for the Premises is modified
in any manner or if the applicable sales tax is modified by law, then, in any such event, the monthly sales tax shall be appropriately
adjusted.


 


2.           Lease.
The Company acknowledges receipt of a copy of the Lease. The Company shall comply with all of the covenants and agreements
of Nextelligence set forth in the Lease.


 


3.           No
Sub-sublease or Assignment. Company shall not sub-sublease nor assign any rights under this Agreement or the Lease or to
the Premises.


 


4.           Termination.
Either party may terminate this Agreement upon delivery of sixty days prior written notice to the other. Upon delivery of any
such notice of termination, Company shall be responsible for payment of rent for the remaining term of the Lease not to exceed
six months.


 


5.           Entire
Agreement. This Agreement 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. This Agreement may not be amended or modified in any manner, except by a written instrument
executed by each of the parties.


 


6.           Benefits;
Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective
heirs, personal representatives, executors, legal representatives, successors and assigns.


 


7.
          Headings. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.


 






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8.           Counterparts.
This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which
shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.


 


9.           Effective
Date. This Agreement shall be effective for all purposes from and after July 1, 2014.


 


IN WITNESS WHEREOF, each of the parties
has executed and delivered this Agreement as of the date first written above.


	 	 	 	 	 
	NEXTELlIGENCE,
    INC.	 	FREECAST,
    INC.
	 	 	 	 	 
	By:	 	 	By:	 
	 	William A. Mobley, Jr.,	 	 	Christopher M. Savine,
	 	Chief Executive Officer	 	 	Chief Financial Officer


 



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