SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2010 • Castmor Resources LTD • Metal mining • Nevada
WHEREAS:Securities Purchase Agreement • July 11th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • New York
ARTICLE II REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • November 12th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • California
RECITALSAsset Purchase Agreement • December 2nd, 2016 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
Exhibit 10.50 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF...Note Agreement • April 6th, 2015 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Texas
RECITALSStock Exchange Agreement • October 6th, 2015 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
ARTICLE II ARTICLES OF INCORPORATION OF SURVIVING CORPORATIONMerger Agreement • March 10th, 2017 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
OFNote • April 6th, 2015 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • California
RECITALSIndependent Contractor Agreement • December 5th, 2013 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing
Exhibit 99.3 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • January 27th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Illinois
Exhibit 99.9 Security Agreement This Security Agreement (This "Security Agreement"), Dated as of June 21, 2013, is Executed by Red Giant Entertainment, Inc., a Nevada Corporation ("Debtor"), in Favor of Typenex Co-investment, Llc, an Illinois Limited...Security Agreement • January 27th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Illinois
Exhibit 4.4 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT, dated as of August 01, 2013, is entered into by and between RED GIANT ENTERTAINMENT, INC., a Nevada corporation (the "Company"), and each individual or entity named on a signature page hereto (as...Purchase Agreement • December 5th, 2013 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • New York
Exhibit 16.1 ------------------------------------------------------------------ -------------- MESSINEO & CO., CPAS LLC 2471 N MCMULLEN BOOTH ROAD, SUITE 302 CLEARWATER, FL 33759-1362 [LOGO] T: (518) 530-1122 F: (727) 674-0511 ==========...Not Applicable • July 9th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing
We have read the statements included in the Form 8-K dated July 9, 2014, of Red Giant Entertainment, Inc., to be filed with the Securities and Exchange Commission and are in agreement with the statements contained in Item 4.01 insofar as they relate to our firm.
Exhibit 4.2 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF...Note Agreement • August 1st, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Texas
WITNESSETH:Printing Agreement • December 5th, 2013 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
Exhibit 99.8 MEMBERSHIP INTEREST PLEDGE AGREEMENT This MEMBERSHIP INTEREST PLEDGE AGREEMENT (this "AGREEMENT") is entered into as of June 21, 2013 (the "EFFECTIVE DATE") by and between RED GIANT ENTERTAINMENT, INC., a Nevada corporation (the "SECURED...Membership Interest Pledge Agreement • January 27th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Illinois
Exhibit 4.5 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of August 01, 2013, made by and among RED GIANT ENTERTAINMENT, INC., a Nevada corporation (the "Company") and each holder of Company's common stock...Pledge and Security Agreement • December 5th, 2013 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • New York
WHEREAS:Securities Purchase Agreement • December 5th, 2013 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • New York
06062_00/0502/RLS-003436_9 4 MINERAL CLAIM PURCHASE AGREEMENTMineral Claim Purchase Agreement • September 27th, 2010 • Castmor Resources LTD • Metal mining • Ontario
State of Illinois $100,000.00 June 21, 2013 SECURED BUYER NOTE #1 FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, an Illinois limited liability company (the "BORROWER"), hereby promises to pay to RED GIANT ENTERTAINMENT, INC., a Nevada corporation...Secured Buyer Note • January 27th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Illinois
State of Illinois $100,000.00 June 21, 2013 BUYER NOTE #3 FOR VALUE RECEIVED, TYPENEX CO-INVESTMENT, LLC, an Illinois limited liability company (the "BORROWER"), hereby promises to pay to RED GIANT ENTERTAINMENT, INC., a Nevada corporation (the...Buyer Note • January 27th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Illinois
Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF...Note Agreement • August 1st, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Texas
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES...Private Placement Subscription Agreement • September 27th, 2010 • Castmor Resources LTD • Metal mining • Nevada
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • April 21st, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
THIS SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is dated as of December 30, 2013 and is made by and between AGS Capital Group, LLC, a Nevada LLC, authorized to do business in Florida with offices in Florida and Red Giant Entertainment, Inc., a Nevada Corporation.
Exhibit 4.7 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AM ENDED (THE "1933 ACT"), OR THE SECURITIES L AWS OF...Note • December 5th, 2013 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
Exhibit 99.1 TOYS "R" US/BABIES "R" US PROMOTION AGREEMENT This Promotion Agreement ("Agreement") between Toys "R" Us - Delaware, Inc. ("TRU") and RED GIANT ENTERTAINMENT, INC ("Partner") (each of TRU and Partner, a "Party") is effective as of JUNE...Promotion Agreement • July 11th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • New Jersey
This Promotion Agreement ("Agreement") between Toys "R" Us - Delaware, Inc. ("TRU") and RED GIANT ENTERTAINMENT, INC ("Partner") (each of TRU and Partner, a "Party") is effective as of JUNE 16, 2014.
RECITALSSecurities Purchase and Stock Option Agreement • December 2nd, 2016 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
EIGHTEEN PERCENT (18%) CONVERTIBLE PROMISSORY NOTE DATED JANUARY 8, 2014Convertible Promissory Note • April 21st, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing
FOR VALUE RECEIVED of the signed Settlement Agreement and Release, RED GIANT ENTERTAINMENT, INC., a Nevada corporation (hereinafter called “Borrower” or the “Company”), hereby promises to pay to AGS CAPITAL GROUP, LLC or its assigns or successors-in-interest (the “Holder”) or order, without demand, the aggregate principal amount of ONE HUNDRED FORTY-SEVEN THOUSAND THREE HUNDRED AND SEVENTY NINE DOLLARS AND FIFTY CENTS $147,379.50 (the “Principal Amount”), together with interest thereon from the Issue Date, payable on January 8, 2014 (the “Maturity Date”). Interest shall accrue at a rate of eighteen percent (18%) per annum. All Interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. “Outstanding Balance” means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for conversion, b
ARTICLE II REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • December 30th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
