Red Giant Entertainment, Inc. Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 6th, 2010 • Castmor Resources LTD • Metal mining • Nevada
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RECITALS
Asset Purchase Agreement • December 2nd, 2016 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
OF
Note Purchase Agreement • April 6th, 2015 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • California
WHEREAS:
Securities Purchase Agreement • July 11th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES
Securities Purchase Agreement • November 12th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • California
ARTICLE II ARTICLES OF INCORPORATION OF SURVIVING CORPORATION
Agreement and Plan of Merger • March 10th, 2017 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
RECITALS
Stock Exchange Agreement • October 6th, 2015 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
RECITALS
Independent Contractor Agreement • December 5th, 2013 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing
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.

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 AGREEMENT
Mineral Claim Purchase Agreement • September 27th, 2010 • Castmor Resources LTD • Metal mining • Ontario
SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • 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.

RECITALS
Securities Purchase and Stock Option Agreement • December 2nd, 2016 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
WITNESSETH:
Printing Agreement • December 5th, 2013 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida
EIGHTEEN PERCENT (18%) CONVERTIBLE PROMISSORY NOTE DATED JANUARY 8, 2014
Red Giant Entertainment, Inc. • April 21st, 2014 • 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

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 ==========...
Red Giant Entertainment, Inc. • July 9th, 2014 • 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.

ARTICLE II REPRESENTATIONS AND WARRANTIES
Securities Purchase Agreement • December 30th, 2014 • Red Giant Entertainment, Inc. • Books: publishing or publishing & printing • Florida