Exhibit 10.5


 


AMENDMENT

TO





AMENDED
AND RESTATED

TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENT


 


THIS
AMENDMENT TO AMENDED AND RESTATED TECHNOLOGY LICENSE AND DEVELOPMENT AGREEMENT is entered into on July 1, 2013 by and
between Nextelligence, Inc., a Delaware corporation (“Nextelligence”), and FreeCast, Inc., a Florida
corporation (the “Company”).


 


RECITALS:


 


A.          Nextelligence
and the Company previously entered into a Technology License and Development Agreement dated as of June 30, 2011 (the “Original
Agreement”).


 


B.          Nextelligence
and the Company previously entered into an Amended and Restated Technology License and Development Agreement dated as of October
19, 2012 (the “Amended and Restated Agreement”).


 


C.          Each
of Nextelligence and the Company desires to make certain modifications to the Original Agreement and the Amended and Restated Agreement
as are set forth in this Amendment to Amended and Restated Technology License and Development Agreement (the “Amendment”).


 


D.          Each
of Nextelligence and the Company desires to continue their relationship pursuant to the provisions of the Amended and Restated
Agreement, as modified by the provisions of this Amendment.


 


NOW,
THEREFORE, in consideration of the Recitals, and the respective covenants and agreements of each of Nextelligence and
the Company contained in this Amendment, each of Nextelligence and the Company agrees as follows:


 


1.           Definitions.
All capitalized terms utilized in this Amendment which are not defined herein shall have the respective meanings set forth in the
Amended and Restated Agreement.


 


2.           Interest.
A new Section 4.1(d) is added to both the Original Agreement and the Amended and Restated Agreement:


 


“(d)        If
the Company fails to make any payment to Nextelligence when due pursuant to the provisions of this Agreement, then simple interest
shall accrue on such amount from the date due to the date of payment in full at the rate of Twelve Percent (12%) per annum. Simple
interest shall accrue on the Indebtedness from the date due to the date of payment in full at the rate of Twelve Percent (12%)
per annum.”


 






    	 



    	 



    

 


3.           Term.
Section 7.1of the Amended and Restated Agreement is deleted in its entirety and the following Section 7.1 is inserted in its place:


 


“7.1          Term.
The term of this Agreement shall commence on January 1, 2013 and shall continue in effect for a period of twenty and one-half (20.5)
years through and including June 30, 2033 (the “Term”). Notwithstanding the provisions of the immediately preceding
sentence, certain provisions of this Agreement may be terminated early by Nextelligence in accordance with the provisions of Section
7.4.”


 


4.           Effectiveness.
The provisions of Section 2 above shall be effective for all purposes as of and from and after June 30, 2011 as if it had been
included in the Original Agreement on that date. The provisions of Sections 2 and 3 above shall be effective for all purposes as
of and from and after October 19, 2012 as if they had been included in the Amended and Restated Agreement on that date.


 


6.           Conflict.
If and to the extent that a conflict may arise or exist between any provision of this Amendment and any provision of the Amended
and Restated Agreement, to the fullest extent permitted by applicable law, the provision of this Amendment shall be controlling,
and shall take precedence over, the provision of the Amended and Restated Agreement.


 


7.           Governing
Law. This Amendment 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 conflicts of laws provisions thereof.


 


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


 


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


 


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


 


11.          Counterparts.
This Amendment 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.


 






    	2



    	 



    

 


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


	 	 	 	 	 	 
	FreeCast, Inc.	 	 
	 	 	 	 
	By:	 		 	 	
	 	 	Marjorie Lieberman,	 	 	William A. Mobley, Jr.
	 	 	Secretary	 	 	 


 






    	3