Exhibit 4.13


 





	REDG	 	 
	$335,000
    PROMISSORY NOTE	Interest
    free if paid in full within 3 months


FOR
VALUE RECEIVED, Red Giant Entertainment, Inc., a Nevada corporation (the "Borrower") with at least 434,922,000 common
shares issued and outstanding, promises to pay to JMJ Financial or
its Assignees (the "Lender") the Principal Sum along with the Interest Rate and any other fees according to the terms
herein. This Note will become effective only upon execution by both parties and
delivery of the first payment of Consideration by the Lender (the "Effective Date").


The
Principal Sum is $335,000 (three hundred thirty five thousand) plus accrued and unpaid interest and any other fees. The Consideration
is $300,000 (three hundred thousand) payable by wire (there exists a $35,000 original issue discount (the "OlD")). The
Lender shall pay $33,000 of Consideration upon closing of this Note.
The Lender may pay additional Consideration to the Borrower in such
amounts and at such dates as Lender may choose in its sole discretion. THE PRINCIPAL SUM DUE TO LENDER SHALL
BE PRORATED BASED ON THE CONSIDERATION ACTUALLY PAID BY LENDER (PLUS AN APPROXIMATE
10% ORIGINAL ISSUE DISCOUNT THAT IS PRORATED BASED ON THE CONSIDERATION ACTUALLY
PAID BY THE LENDER AS WELL AS ANY OTHER INTEREST OR FEES) SUCH THAT THE BORROWER
IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE BORROWER IS NOT REQUIRED TO REPAY ANY
UNFUNDED PORTION OF THIS NOTE. The Maturity Date is one year from the Effective Date of each payment
(the "Maturity Date") and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and
other fees, shall be due and payable. The Conversion Price is 60% of the lowest trade
price in the 25 trading days previous to the conversion (In the case that conversion
shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are
ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the
case of both an additional cumulative 15% discount shall apply). Unless otherwise agreed in writing by both parties, at no time
will the Lender convert any amount of the Note into common stock that would result
in the Lender owning more than 4.99% of the common stock outstanding.


1.
ZERO Percent Interest for the First Three Months. The Borrower may repay this Note at any time on or before 90 days from
the Effective Date, after which the Borrower may not make further
payments on this Note prior to the Maturity Date without written approval
from Lender. If the Borrower repays the Note on or before 90 days from the Effective Date, the Interest Rate shall be ZERO
PERCENT (0%). If' Borrower does not repay the Note on or before 90 days from the Effective Date, a one-time Interest charge
of 12% shall be applied to the Principal Sum. Any interest payable is in addition to the OID, and that OID (or prorated OID, if
applicable) remains payable regardless of time and manner of payment
by Borrower.


2.
Conversion, The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of
the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable
shares of common stock of the Borrower as per this conversion formula: Number of shares receivable upon conversion equals the
dollar conversion amount divided by the Conversion Price, Conversions
may be delivered to Borrower by method of Lender's choice (including but not limited
to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further
payment from the Lender. If no objection is delivered from Borrower
to Lender regarding any variable or calculation of the conversion
notice within 24 hours of delivery of the conversion notice, the Borrower shall have been thereafter deemed to have irrevocably
confirmed and irrevocably ratified such notice of conversion and waived any objection thereto.. The Borrower shall deliver
the shares from any conversion to L ender (in any name directed by Lender) within 3 (three) business days of conversion notice
delivery.


3.
Conversion Delays, If Borrower fails to deliver shares in accordance with the timeframe stated in Section 2, Lender, at
any time prior to selling all of those shares, may rescind any portion,
in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount
returned to the Principal Sum with the rescinded conversion shares returned to the Borrower (under Lender's and Borrower's expectations
that any returned conversion amounts will tack back to the original date of the Note). In addition, for each conversion, in the
event that shares are not delivered by the fourth business day (inclusive of the day of conversion),
a penalty of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of the conversion)
until share delivery is made; and such penalty will be added to the Principal Sum of the Note (under Lender's and Borrower's
expectations that any penalty amounts will tack back to the original date of the Note)


4.
Reservation of Shares At all times during which this Note is convertible, the Borrower will reserve from its authorized
and unissued Common Stock to provide for the issuance of Common Stock
upon the full conversion of this Note.. The Borrower will at all times
reserve at least 50,000,000 shares of Common Stock for' conversion.


5.
Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC
(or on the subsequent registration statement if such registration
statement is withdrawn) all shares issuable upon conversion of this Note. Failure
to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than $25,000,
being immediately due and payable to the Lender at its election in the form of cash payment or addition to the balance of this
Note.


6.
Terms of Future Financings.. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries
of any security with any term more favorable to the holder of such
security or with a term in favor of the holder of such security that was not similarly provided to the Lender in this Note, then
the Borrower shall notify the Lender of such additional or more favorable term and such term, at Lender's option, shall become
a part of the transaction documents with the Lender. The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion
discounts, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per
share, and warrant coverage.




    	 



    	 



    

7.
Default. The following are events of default under this Note: (i) the Borrower shall fail to pay any principal under the
Note when due and payable (or payable by conversion) thereunder; or (ii) the Borrower shall fail to pay any interest or any other
amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar
official shall be appointed over the Borrower or a material part of its assets and such appointment shall remain uncontested for
twenty (20) days or shall not be dismissed or discharged within sixty
(60) days; or (iv) the Borrower shall become insolvent or generally tails to pay, or admits
in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or' (v) the Borrower
shall make a general assignment for the benefit of creditors; or
(vi) the Borrower shall file a petition for relief under any bankruptcy, insolvency
or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or filed against the Borrower; or
(viii) the Borrower shall lose its status as "DTC Eligible" or the borrower's shareholders shall lose the ability to
deposit (either electronically or by physical certificates, or otherwise)
shares into the DTC System; or (ix) the Borrower shall become delinquent in its
filing requirements as a fully-reporting issuer registered with the SEC.


8.
Remedies. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated
damages, fees and other amounts owing in respect thereof through
the date of acceleration, shall become, at the Lender's election, immediately
due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding
principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon, divided
by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion
Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has
a higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated
damages, fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that results
in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser
of 18% per annum or the maximum rate permitted under applicable law.
In connection with such acceleration described herein, the Lender need
not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may
immediately and without expiration of any grace period enforce any
and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and
the Lender shall have all rights as a holder of the note until such time, if any, as the Lender receives full payment pursuant
to this Section 8, No such rescission or annulment shall affect any subsequent event of default or impair any right consequent
thereon, Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely
deliver certificates representing shares of Common Stock upon conversion
of the Note as required pursuant to the terms hereof.


9.
No Shorting, Lender agrees that so long as this Note from Borrower• to Lender remains outstanding, Lender will not
enter into or effect "short sales" of the Common Stock or
hedging transaction which establishes a net short position with respect to the Common Stock
of Borrower,. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the
shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice
would not be considered short sales.


10.
Assignability. The Borrower may not assign this Note. This Note will be binding upon the Borrower and its successors and
will inure to the benefit of the Lender and its successors and assigns
and may be assigned by the Lender to anyone of its choosing without Borrower's
approval


11.
Governing Law. This Note will be governed by, and construed and enforced in accordance with, the laws of the State of Florida,
without regard to the conflict of laws principles thereof Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade
County, in the State of Florida, Both parties and the individuals signing this Agreement agree to submit to the jurisdiction
of such courts.


12.
Delivery of Process by Lender to Borrower. In the event of any action or proceeding by Lender against Borrower, and only
by Lender against Borrower, service of copies of summons and/or complaint
and/or any other process which may be served in any such action or proceeding may be made by Lender via U.S. Mail, overnight delivery
service such as FedEx or UPS, email, fax, or process server, or by
mailing or otherwise delivering a copy of such process to the Borrower at its last known attorney as set forth in its most recent
SEC filing


13.
Attorney Fees, In the event any attorney is employed by either party to this Note with regard to any legal or equitable
action, arbitration or other proceeding brought by such party for the enforcement of this Note or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the
provisions of this Note, the prevailing party in such proceeding will be entitled to recover
from the other party reasonable attorneys' fees and other costs and expenses incurred, in addition to any other relief to which
the prevailing party may be entitled.


14.
Opinion of Counsel In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the
right to have any such opinion provided by its counsel Lender also
has the right to have any such opinion provided by Borrower's counsel.


15.
Notices. Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally
served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at
the time of transmission if by facsimile or email, and if by overnight
courier the business day after such notice is deposited with the courier service
for delivery.


[Signature
Page to Folloq




    	 



    	 



    

 


 


 


 


 


	Borrower:	 	Lender:
	 	 	 
	/s/ Benny
    Powell	 	/s/ JMJ
    Financial
	Benny Powell	 	JMJ Financial
	Red Giant entertainment, Inc;.	 	Its Principal
	Chief Executive Officer	 	 
	 	 	 
	 	 	 
	Date: 06/11/2013	 	Date: 06/13/2013