UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2014 Red Giant Entertainment, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53310 98-0471928 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 614 E. Hwy 50, Suite 235, Clermont, FL 34711 (Address of principal executive offices) (Zip Code) (877) 904-7334 (Issuer's telephone/facsimile numbers, including area code) Not Applicable (former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) <PAGE> SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT As of November 6, 2014, we entered into a Securities Purchase Agreement (the "SPA") with Mark Fischbach under which we agreed to issue to Mr. Fischbach (i) 30,000,000 shares of our common stock (the "Common Shares"); and (ii) 5,000,000 shares of our proposed Series Z Preferred Stock, with rights, privileges and preferences as set forth in Item 5.03 below (the "Series Z Preferred Shares") (collectively with the Common Shares, the "Shares") for an aggregate price of $200,000 (the "Purchase Price"). We closed on this transaction on November 12, 2014. The Shares will be issued to Mr. Fischbach pursuant to the exemptions from registration set forth in Section 4(2) of the Securities Act of 1933 and regulations promulgated thereunder. He has represented to us that he is an accredited investor and had adequate information about us as well as the opportunity to ask questions and receive responses from our management. The Preferred Shares will be issued to Mr. Fischbach as soon as practicable after we receive the file-stamped copy of the Certificate of Designations described in Item 5.03 below. The foregoing description of the SPA does not purport to be complete and are qualified in its entirety by reference to the full text of the SPA filed as Exhibit 10.1 hereto. SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES See Item 1.01 above. SECTION 5 - CORPORATE GOVERNANCE & MANAGEMENT ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS As of November 10, 2014 and pursuant to the SPA and the rights Mr. Fischbach will obtain as our sole Series Z Preferred holder, we have (i) amended our bylaws to add a seat to our Board of Directors (our "Board"); and (ii) have appointed Mr. Fischbach as a director. Please see Item 1.01 above for a description of the SPA and Item 5.03 for a description of the preferences of the Series Z Preferred. Mr. Fischbach, 25, widely known under the alias "Markiplier," has built a YouTube subscriber base of more than 4.2 million subscribers and has generated over 1 billion views. Since July 2012, he has held monthly livestreams for charities, in which he sets a fundraising goal and plays continually until that goal is met. To date, he has raised $482,479 for charity. Mr. Fischbach has also served as the President and CEO and a director of 1 Shirt Inc., a California corporation, since its formation in June 2014. Mr. Fischbach has no family relationship with any of our officers or directors. ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR CERTIFICATE OF DESIGNATION In connection with the SPA, we are filing a Certificate of Designation with the Nevada Secretary of State, designating 5,000,000 shares of our preferred stock as Series Z Preferred Stock, par value $0.0001 per share. Each Series Z Preferred Share is entitled to a liquidation preference equal to the original purchase price of the Series Z Preferred Shares ($0.03 per share, subject to adjustment). 2 <PAGE> In addition, subject to the applicable rules and published guidance of a national securities exchange or automated inter-dealer quotation system on which our common stock may in the future be listed or quoted (the "Listing Rules"), and for so long as Mr. Fischbach continues to hold 5,000,000 Series Z Preferred Shares, Mr. Fischbach will be entitled to (i) 100:1 supervoting rights on all matters submitted to a vote of the our stockholders, subject to adjustment; and (ii) appoint one member of our Board. Mr. Fischbach has been appointed to our Board contingent on the Closing pursuant to this right. We have the option of redeeming the Series Z Shares to the extent that we reasonably determine that the above rights would impede our ability to be listed or quoted under the Listing Rules. The description above of Series Z Preferred Stock does not purport to be complete and are qualified in its entirety by reference to the full text of the Certificate of Designation designating the rights, privileges and preferences of the Series Z Preferred Stock filed as Exhibit 4.1 hereto. AMENDMENT TO BYLAWS As of November 10, 2014, the Board approved the following amendments to our Bylaws: * Our Bylaws were renamed the Amended and Restated Bylaws of Red Giant Entertainment, Inc.; * Article II, Section 02 was amended to provide for a range of one to seven directors, with the fixed number set as six until changed by the Board; and * New Article IX was added providing that the controlling interest provisions of Nevada Revised Statues 78.378 to 78.3973 shall not be applicable to Mr. Fischbach's purchase of Series Z Preferred Shares. SECTION 8 - OTHER EVENTS ITEM 8.01 - OTHER EVENTS On November 5, 2014, the Securities and Exchange Commission (the "SEC") instituted cease-and-desist proceedings against us in connection with the SEC's review of the timeliness of our Current Report on Form 8-K filings and accepted an offer of settlement submitted by us in anticipation of such proceedings. Under the settlement, we consented to the entry of an order prohibiting us from committing or causing any violations and any future violations of Sections 13(a) of the Securities Exchange Act of 1934 and Rule 13a-11 promulgated thereunder and agreed to pay a civil penalty of $25,000. The SEC's order can be accessed at its website at www.sec.gov. SECTION 9 - EXHIBITS ITEM 9.01 - EXHIBITS Exhibit Number Description ------ ----------- 3.1 Amendment No. 1 to Bylaws 4.1 Certificate of Designation of Series Z Preferred Stock 10.1 Securities Purchase Agreement between the Registrant and Mark Fischbach, dated as of November 6, 2014 3 <PAGE> SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Red Giant Entertainment, Inc. Dated: November 12, 2014 /s/ Benny R. Powell -------------------------------------- By: Benny R. Powell Its: Chief Executive Officer, President, Chief Financial Officer, and Secretary 4

Exhibit 3.1 AMENDMENT NO. 1 TO THE BYLAWS OF RED GIANT ENTERTAINMENT, INC., A NEVADA CORPORATION The following amendments to the Amended and Restated Bylaws of Red Giant Entertainment, Inc. (f/k/a Castmor Resources Ltd.), a Nevada corporation (the "Corporation") are hereby adopted and approved: The title of the Corporation's Amended and Restated Bylaws are hereby renamed the Amended and Restated Bylaws of Red Giant Entertainment, Inc. Article II, Section 02 is replaced in its entirety with the following: 02. NUMBER OF DIRECTORS. The authorized number of Directors of the Corporation shall be not less than one nor more than seven until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Section 1 of Article III of these Bylaws. The exact number of Directors may be fixed within the limits specified by resolution adopted by the vote of the majority of Directors in office or by the vote of holders of shares representing a majority of the voting power at any annual meeting, or any special meeting called for such purpose. No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term. The exact number of Directors shall be six until changed as provided in this Section. New Article IX is added as follows: ARTICLE IX APPLICABILITY OF CONTROLLING INTEREST STATUTES Notwithstanding any provision of these Bylaws to the contrary, and pursuant to Nevada Revised Statutes Section 78.378, the provisions of Nevada Revised Statutes Sections 78.378 to 78.3793, inclusive and including any subsequent amendments thereto, shall not apply to any initial purchase of the Series Z Preferred Stock. All other provisions of the Bylaws shall remain unchanged. <PAGE> CERTIFICATION OF SECRETARY The foregoing amendment of the Bylaws of the corporation has been duly approved by the Corporation's Board of Directors in accordance with Nevada Revised Statutes Section 78.120. Dated: November 10, 2014 /s/ Benny R. Powell ------------------------------------- Benny R. Powell, Secretary

Exhibit 4.1 CERTIFICATE OF DESIGNATION OF RED GIANT ENTERTAINMENT, INC. (Pursuant to NRS 78.1955) The undersigned hereby certifies that the following resolution has been duly adopted by the Board of Directors (the "Board") of Red Giant Entertainment, Inc. (the "Corporation"): RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the Amended and Restated Articles of Incorporation of the Corporation (the "Articles"), there hereby is created, out of the 100,000,000 shares of preferred stock, par value $0.0001 per share, of the Corporation authorized by the Articles (the "Preferred Stock"), a series of Series Z Preferred Stock (the "Series Z Preferred"), which shares of Series Z Preferred shall have the following voting powers, designations, preferences, limitations, restrictions, and relative rights: 1. Designation; Rank. This series of Preferred Stock shall be designated and known as "Series Z Preferred Stock." The number of shares constituting the Series Z Preferred shall be 5,000,000 shares. Except as otherwise provided herein, the Series Z Preferred shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the Corporation's common stock, par value $0.0001 per share (the "Common Stock"). The number of shares constituting such series may, unless prohibited by the Articles or by applicable law of the State of Nevada and subject to Section 4 herein, be increased or decreased from time to time by a resolution or resolutions of the Board, provided, that no decrease shall reduce the number of shares of Series Z Preferred to a number less than the number of shares then outstanding plus the number of shares issuable upon the exercise of outstanding options, rights, or warrants, or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series Z Preferred. Shares of Series Z Preferred repurchased or redeemed by the Corporation shall be canceled and shall revert to authorized but unissued shares of Preferred Stock, undesignated as to series, subject to reissuance by the Corporation as shares of Preferred Stock of any one or more series other than the Series Z Preferred. 2. Liquidation Preference. (a) Upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of shares of Series Z Preferred shall be entitled to receive, for each share thereof, out of assets of the Corporation legally available therefor, a preferential amount in cash equal to (and not more than) the Original Issue Price (as defined below). All preferential amounts to be paid to the holders of shares of Series Z Preferred in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to the holders of (i) any other class or series of capital stock whose terms expressly provide that the holders of Series Z Preferred should receive preferential payment with respect to such distribution (to the extent of such preference) and (ii) the Common Stock. If upon any such distribution the assets of the Corporation shall be insufficient to pay the holders of the outstanding Series Z Preferred (or the holders of any class or series of capital stock ranking on a parity with the Series Z Preferred as to distributions in the event of a liquidation, dissolution or winding up of the Corporation) the full amounts to which they shall be entitled, such holders shall share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full. <PAGE> (b) The Series Z Preferred "Original Issue Price" shall be $0.03 per share. (c) Any distribution in connection with the liquidation, dissolution or winding up of the Corporation, or any bankruptcy or insolvency proceeding, shall be made in cash to the extent possible. Whenever any such distribution shall be paid in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board. (d) For purposes hereof, any transaction or series of related transactions that constitute (i) the sale, conveyance, exchange, lease or other transfer of all or substantially all of the assets of the Corporation taken as a whole; or (ii) any acquisition of the Corporation by means of a consolidation, stock exchange, stock sale, merger or other form of corporate reorganization of the Corporation with any other entity in which the Corporation's stockholders prior to the consolidation or merger own less than a majority of the voting securities or economic interests of the surviving entity (or, if the surviving entity is a wholly-owned subsidiary of another corporation following such merger or consolidation, the parent corporation of such surviving entity) (any such event, a "Reorganization Event") shall be deemed to be a liquidation unless otherwise determined by the holders of at least a majority of the shares of Series Z Preferred then outstanding. 3. Voting. Subject to the applicable rules and published guidance of (i) any national securities exchange on which the Corporation's common stock is listed; or (ii) any automated inter-dealer quotation system on which the Corporation's common stock is quoted, for as long as the initial holder of Series Z Preferred continues to hold 5,000,000 shares of Series Z Preferred: (a) On all matters submitted to a vote of the holders of the Common Stock, including, without limitation, the election of directors, the initial holder of Series Z Preferred shall be entitled to the number of votes on such matters equal to the number of shares of the Series Z Preferred held by such holder multiplied by the Factor (as defined below), on the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. The initial holder of Series Z Preferred shall not vote as a separate class, but shall vote with the holders of the Common Stock, except as otherwise set forth herein, as required by law or as set forth in the Articles. (b) The "Factor" shall be 100, as equitably adjusted for any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Corporation's capital structure. By way of illustration, and not in limitation, of the foregoing (a) if the Corporation effectuates a 2:1 forward split of its Common Stock, thereafter, the Factor adjusted to equal twice the Factor immediately prior to such split; (b) if the Corporation effectuates a 1:10 reverse split of its Common Stock, thereafter, the Factor shall be adjusted to equal one-tenth times what it had been calculated to be immediately prior to such split. (c) The initial holder of the Series Z Preferred shall have the right to appoint one member to the Board (such appointee, the "Series Z Director"). The Series Z Director may be removed without cause by, and only by, the affirmative vote of initial holder of the Series Z Preferred, given pursuant to a written consent of such initial holder. If the Series Z Director has not been elected or the Series Z directorship is vacant for any reason, such directorship may not be filled by stockholders of the Corporation other than by the initial holder of Series Z Preferred, voting exclusively and as a separate class. Subject to the 2 <PAGE> specific voting rights of any other preferred stock of the Corporation, the holders of record of the shares of Common Stock and of any other class or series of voting stock, exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Corporation. 4. Protective Provisions. In addition to any other voting rights provided herein, by law, or in the Articles, the Corporation shall not, without the vote or consent of the holders of a majority of the shares of Series Z Preferred then outstanding: (a) Increase the total number of authorized shares of Series Z Preferred or any series of preferred stock with a senior liquidation preference or greater voting rights (any "Senior Preferred") than the Series Z Preferred; (b) Authorize or create (by reclassification or otherwise) any Senior Preferred; (c) Approve any Reorganization Event or voluntary liquidation or dissolution of the Corporation; (d) Approve any repurchase with respect to the Series Z Preferred (except as otherwise provided in the Articles or pursuant to a Redemption (as defined below)); or (e) Amend or repeal any provision of or add any provision to the Articles or the Bylaws of the Corporation if such action would adversely affect the rights, privileges, preferences or restrictions created for the benefit of the Series Z Preferred. 5. Redemption. To the extent that the Corporation in good faith determines to submit an application to have its common stock listed on a national securities exchange or quoted on an inter-dealer quotation system of any national securities association and reasonably determines that the voting rights set forth in this Certificate would cause the Corporation's application to be rejected under the applicable rules and published guidance of such national securities exchange or national securities association, the Corporation shall have the option of redeeming the Series Z Preferred Stock for the Redemption Price (as defined below), payable at each holder's option either (i) in cash; or (ii) in shares of common stock equal to the number of shares of Series Z Preferred Stock held by such holder multiplied by the Factor. As used herein, "Redemption Price" means the number of shares of Series Z Preferred Stock held by such holder multiplied the product of the Factor and the average closing price of the Common Stock for the ten trading days immediately preceding the Redemption Payment Date. The Redemption Price shall be due and payable or issuable, as the case may be, within five trading days of the date on which the notice of the payment therefor is provided by such holder (the "Redemption Payment Date"). 6. No Reissuance of Series Z Preferred. Any shares of Series Z Preferred acquired by the Corporation by reason of purchase, conversion or otherwise shall be cancelled, retired, and eliminated from the shares of Series Z Preferred that the Corporation shall be authorized to issue. All such shares shall upon their cancellation become authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock subject to the conditions and restriction on issuance set forth in the Articles or in any certificate of determination creating a series of preferred stock or any similar stock or as otherwise required by law. 7. Severability. If any right, preference or limitation of the Series Z Preferred set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule, law or public policy, all other rights, preferences and 3 <PAGE> limitations set forth herein that can be given effect without the invalid, unlawful or unenforceable right preference or limitation shall nevertheless remain in full force and effect, and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein. 8. No Other Preferences. The shares of the Class Z Preferred shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the Articles. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed and acknowledged by Benny R. Powell, its Chief Executive Officer, as of this 10th day of November 2014. RED GIANT ENTERTAINMENT, INC. /s/ Benny R. Powell ----------------------------------- By: Benny R. Powell Its: Chief Executive Officer 4

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is made by and between Red Giant Entertainment, Inc., a Nevada corporation (the "Company") and Mark Fischbach, an individual (the "Investor") (the Company and the Investor may be referred to collectively as the "Parties"). RECITALS WHEREAS, the Company currently has 3,000,000,000 shares of common stock, par value $0.0001 per share ("Common Stock") authorized, and 2,314,927,419 shares of Common Stock outstanding; WHEREAS, the Company currently has 100,000,000 shares of preferred stock authorized and no series of preferred stock designated or shares of preferred stock issued or outstanding; WHEREAS, the Company has offered to sell to the Investor 30,000,000 shares of Common Stock (the "Common Shares") for $50,000 and 5,000,000 shares of its proposed Series Z Preferred Stock (the "Preferred Shares"; together with the Common Shares, the "Shares") for an purchase price of $150,000 for an aggregate purchase price of $200,000 (the "Purchase Price"); WHEREAS, the Preferred Shares shall have the rights, privileges and preferences set forth in Exhibit A hereto; and WHEREAS, the Company desires to sell to the Investor and the Investor desires to purchase from the Company, the Shares upon the terms and conditions set forth herein. NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the Parties hereto as follows: ARTICLE 1 SALE AND PURCHASE OF THE SHARES Section 1.01. ISSUANCE OF THE SHARES. Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties and agreements herein contained, the Company shall sell to the Investor, and the Investor shall purchase from the Company, the Shares. Section 1.02. CONSIDERATION AND PAYMENT FOR THE SHARES. As soon as practicable after the execution of this Agreement, the Parties shall enter into that certain Escrow Agreement sent concurrently herewith (the "Escrow Agreement") pursuant to which the Investor shall deposit the Purchase Price into Escrow Account (as defined in the Escrow Agreement). If the Investor fails to make the deposit of the Purchase Price into the Escrow Account by November 7, 2014 at 4:00PM Eastern Time, this Agreement shall terminate immediately without any further notice to the Investor. 1 <PAGE> Section 1.03. LEGENDS; SHARES NOT REGISTERED UNDER THE SECURITIES ACT OF 1933. The Shares have not been registered under the Securities Act of 1933, as amended (the "Act"). The certificates representing the Shares shall bear a legend substantially the same as the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE. This Agreement is not part of a public offering and is intended to be made pursuant to exemption from registration as set forth in Section 4(2) of the Act and to be exempt from the registration requirements of various state securities laws as may be applicable. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.01. INVESTOR REPRESENTATIONS AND WARRANTIES. The Investor hereby represents and warrants that: (a) The Investor acknowledges that the Shares are "restricted securities" (as such term is defined in Rule 144 promulgated under the Act ("Rule 144")), that the Shares will include the restrictive legend set forth in Section 1.03 of this Agreement, and, except as otherwise set forth in this Agreement, that the Shares cannot be sold unless registered with the United States Securities and Exchange Commission ("SEC") and qualified by appropriate state securities regulators, or unless Investor otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). (b) The Investor has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares. Investor represents that Investor is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Investor has reviewed this Agreement and the Disclosure Documents (as defined in Section 2.02(b)) with care. Additionally, Investor has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Investor has deemed appropriate. (c) The Investor is an "Accredited Investor" as defined in Regulation D of the Act or Investor, either alone or with Investor's professional advisers who are unaffiliated with, have no equity interest in and are not compensated by the Company or any affiliate or selling agent of the Company, directly or 2 <PAGE> indirectly, has sufficient knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of an investment in the Shares offered by the Company and of making an informed investment decision with respect thereto and has the capacity to protect Investor's own interests in connection with Investor's proposed investment in the Shares. (d) The Investor is acquiring the Shares solely for the Investor's own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Shares. (e) The Investor will not sell or otherwise transfer the Shares without registration under the Act or an exemption therefrom and fully understands and agrees that the Investor must bear the economic risk of the Investor's purchase for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available. Section 2.02. COMPANY REPRESENTATIONS AND WARRANTIES. The Company hereby represents, warrants and covenants to the Investor as follows: (a) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of its state of incorporation. The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing and where failure to so qualify would have a material effect on the Company. The Company has all requisite corporate power and authority, and all material and necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies to own or lease its properties and conduct its businesses as described in the Disclosure Documents (as defined below) and the Company is doing business in compliance with all such authorizations, approvals, orders, licenses, certificates and permits and all federal, state and local laws, rules and regulations concerning the business in which it is engaged except where the failure so to do business in compliance would not have a material adverse effect on the business of the Company. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained or will have been obtained prior to the Closing. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the issuance of the Shares or any securities issuable in respect of the Shares pursuant to this Agreement except with respect to applicable federal and state securities laws. (b) The Company's latest annual report on Form 10-K for the fiscal year ended August 31, 2013 is attached hereto as Appendix A and incorporated herein by this reference. All material and relevant information about the Company is set forth in all of the reports and documents filed by the Company with the SEC (collectively, the "Disclosure Documents"), all of which are incorporated herein by this reference as if such documents were set forth herein in their entirety. (c) This Agreement has been duly and validly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms, except to the extent that the 3 <PAGE> enforceability hereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (B) limitations upon the power of a court to grant specific performance or any other equitable remedy, or (C) a finding by a court of competent jurisdiction that the indemnification provisions herein are in violation of public policy. The Shares have been duly authorized and will be validly issued, fully paid and non-assessable; all corporate action required to be taken for the authorization, issue and sale of the Shares has been duly and validly taken; to the best knowledge of the Company, the Shares are not and will not be subject to the preemptive rights of any stockholder of the Company which have not been waived. (d) The Company has good and marketable title to, or valid and enforceable leasehold estates in, all items of real and personal property owned or leased by it, free and clear of all liens, claims, encumbrances, security interests and defects of any material nature whatsoever, except for Permitted Liens. "Permitted Liens" means liens, claims, encumbrances, security interests and defects of any material nature whatsoever that are described in the Disclosure Documents or otherwise disclosed to the Investor. (e) There is no litigation or governmental proceeding pending or threatened against, or involving the properties or business of, the Company which the Company believes would materially adversely affect the value or the operation of the properties or the business of the Company, except as set forth in the Disclosure Documents. (f) The financial statements of the Company contained in the Disclosure Documents fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods involved. (g) There has been no material adverse change in the condition or prospects for commercialization of the Company, financial or otherwise, as of the latest dates as of which such condition or prospects, respectively, are set forth in this Agreement and the Disclosure Documents; and the outstanding debt, the property and the business of the Company each conforms in all material respects to the descriptions thereof contained herein and therein. (h) The Company is not in violation of its Articles of Incorporation or Bylaws. Neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated herein, nor the compliance by the Company with the terms and provisions contained herein, has conflicted with or will conflict with, or has resulted in or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is subject; nor will such action result in any violation of the provisions of the Articles of Incorporation or the Bylaws of the Company, or any statute or any order, rule or regulation applicable to the Company of any court or of any federal, state or other regulatory authority or other government body having jurisdiction over the Company; except for any conflict, breach, default, lien, charge or encumbrance which does not have a material and adverse effect on the Company, any of its business, property or assets, or any transactions contemplated hereby. 4 <PAGE> (i) Neither the Disclosure Documents nor this Agreement contain any untrue statement of a material fact or omits to state any material fact required to be stated herein or therein or necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All statements of material facts herein or therein (including, without limitation, any attachment, exhibit or schedule hereto or thereto) are true and correct as of the date hereof and will be true and correct on the Closing. (j) The Company shall use the proceeds from this Agreement for payment of accounts payables, repayment of debt, marketing, staff, business development, general working capital, and to cover expenses of this Agreement. (k) Neither the Company, nor any of its respective officers, directors, employees or agents, nor any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who is or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) which (A) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (B) if not given in the past, might have had a materially adverse effect on the assets, business operations of the Company as reflected in any of the financial statements delivered to the Investor, or (C) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. (l) The minute books and corporate records of the Company contain a complete summary of all meetings and actions of the managers, members, officers, directors and stockholders of the Company since the time of its incorporation (and of any predecessor to the Company) and reflect all transactions referred to in such minutes accurately in all respects. (m) The Company has not paid or promised to pay any form of compensation to any unlicensed finders, whether in the form of finders fees, origination fees, referral fees, or otherwise. ARTICLE III CONDITIONS TO THE PARTIES' OBLIGATIONS Section 3.01. CONDITION TO THE INVESTOR'S OBLIGATIONS. The obligation of the Investor to purchase the Shares at the Closing is subject to the following conditions: (a) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Closing. (b) There shall be no preliminary or permanent injunction or other order, decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any 5 <PAGE> statute, rule, regulation or order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining the sale or purchase of the Shares. (c) The Company shall have amended its bylaws to add another seat to its Board of Directors, and shall appoint Investor or Investor's nominee to serve as a director to fill such newly created seat until the next annual meeting of stockholders or written consent in lieu thereof. (d) The Company shall have received a file-stamped copy of the Certificate of Designations creating 5,000,000 shares of and designating the rights, privileges and preferences of the Preferred Shares, as filed with the Nevada Secretary of State. Section 3.02. CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligation of the Company to sell the Shares at the Closing is subject to the following conditions: (a) The representations and warranties of the Investor contained herein shall be true and correct in material respects on and as of the Closing. (b) There shall be no preliminary or permanent injunction or other order, decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any statute, rule, regulation or order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining the sale or purchase of the Securities. (c) The Investor shall have completed that certain Director and Officer Questionnaire sent concurrently herewith. ARTICLE IV CLOSING AND DELIVERY OF DOCUMENTS Section 4.01. TIME AND PLACE. The closing of the transactions contemplated by this Agreement shall take place as soon as practicable following the fulfillment of the conditions set forth in Article III herein, or at such other time and place as the Parties mutually agree upon in writing (such time and place are referred to herein as the "Closing"). Section 4.02. DELIVERIES BY THE PARTIES. (a) At or prior to the Closing, the Company shall deliver to the Investor (i) a counterpart of this Agreement, duly executed by the Company; (ii) a counterpart of the Escrow Agreement, duly executed by the Company; (iii) a certificate executed by the Company certifying that: (A) all of the Company's representations and warranties under this Agreement are true as of the Closing, as though each of those representations and warranties had been made on that date; (B) all the conditions to the Investor's obligations have been fulfilled; and (C) the Company has instructed its transfer agent to issue the Shares to the Investor. (b) At or prior to the Closing, the Investor shall deliver to the Company (i) a counterpart of this Agreement, duly executed by the Investor; (ii) a counterpart of the Escrow Agreement, duly executed by the Investor; (iii) a 6 <PAGE> certificate executed by the Investor certifying that: (A) all of the Investor 's representations and warranties under this Agreement are true as of the Closing, as though each of those representations and warranties had been made on that date; and (B) all the conditions to the Company's obligations have been fulfilled. (c) At or prior to the Closing, the Investor and the Company shall deliver to the Escrow Agent instructions releasing the Purchase Price pursuant to the Escrow Agreement. ARTICLE V INDEMNIFICATION (a) The Company hereby agrees to defend, indemnify and hold harmless the Investor against any and all losses, claims, damages or liabilities to which such Investor may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained herein, in the Disclosure Documents, in any documents executed or delivered in connection herewith or therewith, or in any statement made to or in any filing with the SEC or to or with any state securities commission, bureau or office (including any amendments thereto), or arise out of or based upon the omission or alleged omission to state herein or therein a material fact required to be stated herein or therein or necessary to make the statements herein or therein not misleading (unless such statements are made or omitted in reliance upon and in conformity with written information furnished to the Company with respect to such Investor by such Investor expressly for use herein or therein or any amendment hereof or supplement hereto), or any violation by the Company of the Act or state "blue sky" laws, or any breach by the Company of its obligations, representations or warranties hereunder. (b) The Investor hereby agrees to defend, indemnify and hold harmless the Company and its respective stockholders, directors, employees, agents and each person, if any, who controls any of the foregoing within the meaning of the Act, against any and all losses, claims, damages or liabilities, to which the Company or any of the Company's stockholders, directors, employees, agents or controlling persons may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any breach by Investor of its obligations, representations or warranties hereunder. (c) Promptly after receipt by an indemnified party under either subparagraph (a) or (b), as the case may be, of the notice of commencement of any action covered by subparagraph (a) or (b), such indemnified party shall within five business days notify the indemnifying party of the commencement thereof; the omission by one indemnified party to so notify such indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent such indemnifying part has been materially prejudiced by such omission, shall not relieve the indemnifying party of its obligation to indemnify any other indemnified party that has given such notice and shall not relieve the indemnifying party of any liability outside of this indemnification. In the event that any action is brought against the indemnified party, and it shall notify the indemnifying party in a timely manner, the indemnifying party will be entitled to participate in such action and, to the extent it may desire, to assume and control the defense thereof with counsel chosen by it. After notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party under such subparagraph for any legal or other expense subsequently incurred by such indemnified party in connection with the defense 7 <PAGE> thereof, but the indemnified party may, at its own expenses, participate in such defense by counsel chosen by it without, however, impairing the indemnifying party's control of the defense. Notwithstanding anything to the contrary contained herein, the indemnified party shall have the right to choose its own counsel and control the defense of any action, all at the reasonable expense of the indemnifying party, if (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action at the expense of the indemnifying party, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party shall have reasonably conclude that there may be defenses available to such indemnified party that differ from the defenses available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party), in any of which events such reasonable fees and expenses of one additional counsel (for all indemnified parties) shall be borne by the indemnifying party (in the case of the Investor, one additional counsel for the Investor. No settlement of any action or proceeding against an indemnified party shall be made without the consent of the indemnified party, which consent shall not be unreasonably withheld. (d) In order to provide for just and equitable contribution under the Act in any case in which (i) any indemnified party makes a claim for indemnification pursuant to this paragraph but it is judicially determined (by entry of a final judgment or decree by a court of competent jurisdiction and the expiration of the time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact the this paragraph provides for indemnification in such case, or (ii) contribution under the Act is required on the part of any such person in circumstances for which indemnification is provided under this paragraph, then, in each such case, the relevant Investor shall contribute to the aggregate losses, claims, damages or liabilities to which it may be subject (after any contributions from others) up to the amount of the Purchase Price, and the Company shall be responsible for the remaining portion thereof; provided, that in any such case, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. ARTICLE VI NOTICES Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by facsimile transmission to the addresses of the Parties set forth below each Party's signature on this Agreement. The persons and addresses set forth below each Party's signature on this Agreement may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Article, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Article, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by facsimile transmission in accordance with the provisions of this Article, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender. 8 <PAGE> ARTICLE VII MISCELLANEOUS (a) This Agreement shall be governed by and construed and interpreted in accordance with the laws of the state of California applicable to contracts made and to be performed entirely therein, without giving effect to the rules of conflicts of law. The Parties agree that the courts of the County of Orange, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein. (b) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. (c) This Agreement and the Escrow Agreement represent the entire agreement between the Parties relating to the subject matter hereof, superseding any and all prior to contemporaneous oral and prior written agreements and understandings. This Agreement may not be modified or amended nor may any right be waived except by a writing signed by the party against whom the modification or waiver is sought to be enforced. (d) The warranties, representations, and covenants of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing. (e) The captions and headings contained herein are solely for convenience of reference and do not constitute a part of this Agreement. (f) Each of the attachments hereto is hereby incorporated herein as if each of such attachments were fully set forth herein in its entirety. Each of such attachments is hereby expressly made a part of this Agreement. (g) The terms of this Agreement may only be amended or modified by the written agreement of the Parties. (h) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that this Agreement may be executed by facsimile signatures and such signatures shall be deemed originals. (i) All Parties to this Agreement have been given the opportunity to consult with counsel of their choice regarding their rights under this Agreement. (j) The term "days," as used in this Agreement and in all documents contained in this package, refers to calendar days unless otherwise clearly indicated. [Signature Page Follows] 9 <PAGE> IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have executed this Agreement to be effective as of November 6, 2014. COMPANY: Red Giant Entertainment, Inc., a Nevada corporation /s/ Benny R. Powell ------------------------------------ By: Benny R. Powell Its: President and CEO Address: 614 E. Hwy 50, Suite 235 Clermont, FL 34711 INVESTOR: PLEASE CHECK ONE: As an individual, I certify that I am an "accredited investor" because: ___x____ I had an individual income of more than $200,000 in each of the two most recent calendar years, and I reasonably expect to have an individual income in excess of $200,000 in the current calendar year; or my spouse and I had joint income in excess of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint income in excess of $300,000 in the current calendar year; OR _______ I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000 (excluding my (our) primary residence). Mark Fischbach, an Individual /s/ Mark Fischbach ------------------------------------ Address: ---------------------------- ---------------------------- 10 <PAGE> APPENDIX A TO SECURITIES PURCHASE AGREEMENT ANNUAL REPORT ON FORM 10-K/A OF RED GIANT ENTERTAINMENT, INC. FOR THE FISCAL YEAR ENDED AUGUST 31, 2013 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION <PAGE> EXHIBIT A PROPOSED RIGHTS, PRIVILEGES AND PREFERENCES OF THE SERIES Z PREFERRED STOCK The Series Z Preferred Stock shall not have any rights, privileges, or preferences other than as set forth below: Number: 5,000,000 shares Liquidation preference: Amount: Original purchase price Priority: Senior to common. Participation: None after payment of preferential liquidation proceeds. Deemed liquidation: A sale of all or substantially all of the Company's asset or any acquisition of the Corporation by means of a consolidation, stock exchange, stock sale, merger or other form of corporate reorganization whereby the stockholders of the Company prior to a transaction hold less than 50% of the Company's voting securities following completion of the transaction (either, a "Reorganization Event") will be treated as a liquidation of the Company. Voting Rights: Subject to the applicable rules and published guidance of (i) any national securities exchange on which the Company's common stock is listed; or (ii) any automated inter-dealer quotation system on which the Company's common stock is quoted, for as long as the initial holder continues to hold 5,000,000 shares of Series Z Preferred Stock: - 100:1 supervoting rights (as equitable adjusted for any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Corporation's capital structure), voting with the common stock as a single class other than for protective provisions and as required by law or as set forth in the Company's Articles of Incorporation; and - the right to appoint one individual of Investors' choosing to the Company's Board of Directors. Protective provisions: Consent of the holders of at least 50% of the Series Z Preferred Stock will be required to: - increase the authorized number of shares of Series Z Preferred Stock or any series of preferred with a senior liquidation preference or greater voting rights (any "Senior Preferred") than the Series Z Preferred Stock; <PAGE> - authorize or create (by reclassification or otherwise) any Senior Preferred; - approve any Reorganization Event or voluntary liquidation or dissolution of the Company; or - approve any repurchase with respect to the Series Z Preferred (except as otherwise provided in the Articles of Incorporation or pursuant to a Redemption (as defined below)). Redemption To the extent that the Company in good faith determines to submit an application to have its common stock listed on a national securities exchange or quoted on an inter-dealer quotation system of any national securities association and reasonably determines that the voting rights set forth above would cause the Company's application to be rejected under the applicable rules and published guidance of such national securities exchange or national securities association, the Company shall have the option of redeeming the Series Z Preferred Stock for the Redemption Price (as defined below), payable at Investor's option either (i) in cash; or (ii) in shares of common stock equal to the number of shares of Series Z Preferred Stock multiplied by 100 (as equitably adjusted). As used herein, "Redemption Price" means the number of shares of Series Z Preferred Stock multiplied the product of 100 (as equitably adjusted) and the average closing price of the common stock for the ten trading days immediately preceding the Redemption Payment Date. The Redemption Price shall be due and payable or issuable, as the case may be, within five trading days of the date on which the notice of the payment therefor is provided by the Investor (the "Redemption Payment Date").