Exhibit 10.7


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER
OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


GEL PROPERTIES, LLC


SECURED PROMISSORY NOTE


GEL BACK END SECURITY NOTE [_]OF 4


 


	$75,000.00	Lewes, DE


May 24, 2013


 


1. Principal and Interest


 


FOR VALUE RECEIVED, GEL Properties, LLC, a
Delaware Limited Liability Company (the “Company”) hereby absolutely and unconditionally promises to pay to Red Giant
Entertainment, Inc. (the “Lender”), or order, the principal amount of Seventy Five thousand dollars ($75,000) no later
than [_______] 24, 2014, unless the Lender does not meet the “current information requirements” required under Rule
144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on
the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well
as the Lenders payment obligations under the offsetting note. This Note shall bear simple interest at the rate of 6%.


 


2. Repayments and Prepayments; Security.


 


a. All principal under this Note shall be due and payable
no later than [_______] 24, 2014, unless the Lender does not meet the “current information requirements” required under
Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender
on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as
well as the Lenders payment obligations under the offsetting note.


 


b. The Company may pay this Note at any
time.


 


c. This Note shall be secured by a $75,000
cash value interest in a life insurance policy assigned to the Company by its member, Aryeh Goldstein. The Company may exchange
this collateral for other collateral with an appraised value of at least $75,000.00. The Company may not effect any conversions
under the Lender Note until it has made full cash payment for the portion of the Lender Note being converted.




    	 



    	 



    

 


3. Events of Default; Acceleration.


 


a. The principal amount of this Note is
subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each,
an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by
or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any
Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately
due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company
by the Lender resulting from a promissory note issued by the Lender to the Company on even date herewith.


 


b. No remedy herein conferred upon the
Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other
remedy hereunder, now or hereafter existing at law or in equity or otherwise.


 


4. Notices.


 


a. All notices, reports and other communications
required or permitted hereunder shall be in writing and may be delivered in person, by telecopy with written confirmation, overnight
delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed
(i) if to a Lender, at such Lender’s address as the Lender shall have furnished the Company in writing and (ii) if to the
Company at such address as the Company shall have furnished the Lender(s) in writing).


 


b. Each such notice, report or other communication
shall for all purposes under this Note be treated as effective or having been given when delivered if delivered personally or,
if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle
for the deposit of the United States mail, addressed and mailed as aforesaid, or, if sent by electronic communication with confirmation,
upon the delivery of electronic communication.


 


5. Miscellaneous.


 


a. Neither this Note nor any provisions
hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.


 


b. No failure or delay by the Lender to
exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or
privilege preclude any other right, power or privilege. The provisions of this Note are severable and if any one provision hereof
shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity or unenforceability shall affect
only such provision in such jurisdiction. This Note expresses the entire understanding of the parties with respect to the transactions
contemplated hereby. The Company and every endorser and guarantor of this Note regardless of the time, order or place of signing
hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement of the time for
payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any
other party or person primarily or secondarily liable.


 




    	 



    	 



    

 


c. If Lender retains an attorney for collection
of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for protection of the indebtedness
respected by this Note, then the Company agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof,
incurred by the Lender, including without limitation, reasonable attorneys’ fees.


 


d. This Note shall for all purposes be
governed by, and construed in accordance with the laws of the State of New York (without reference to conflict of laws).


 


e. This Note shall be binding upon the
Company’s successors and assigns, and shall inure to the benefit of the Lender’s successors and assigns.


 


IN WITNESS WHEREOF, the Company has caused
this Note to be executed by its duly authorized officer to take effect as of the date first hereinabove written.


 


 


GEL PROPERTIES, LLC


 


 


By:


 


Title: Member