Foundation Mobile Games.

LLC

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

June ___, 2011

Foundation Mobile Games LLC CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT This Convertible Promissory Note Purchase Agreement (this “Agreement”) is made as of ________ ____, 20___, by and among Foundation Mobile Games LLC, a Delaware limited liability company (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A (the “Schedule of Investors”). SECTION 1 Authorization, Sale of Membership Units 1.1 Authorization . The Company will, prior to the Initial Closing (as defined below), authorize the sale and issuance of convertible, unsecured promissory notes in the form of Exhibit B attached hereto (the “Notes”) with an aggregate principal amount of up to $300,000. 1.2 Sale Issuance of Notes and

. Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase, and the Company agrees to sell and issue to each Investor, a Note in the principal amount set forth opposite such Investor’s name on the Schedule of Investors, at a cash purchase price equal to the principal amount of such Note (the “Purchase Price”). The Company’s agreement with each Investor is a separate agreement, and the sale and issuance of Notes to each Investor is a separate sale and issuance. SECTION 2 Closing Dates and Delivery 2.1 Closing

(a) The purchase, sale and issuance of Notes shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing (the “Initial Closing”) shall take place at the Company’s offices on such date and time as the Company determines in its sole discretion.

In the event that payment by an Investor is made. Each Subsequent Closing shall take place at such date. shall be delivered to the Investors in connection with each Closing. (b) wire transfer in accordance with the Company’s instructions. the Company may sell and issue at one or more subsequent closings (each.2 Delivery . At each Closing. then. the “Agreements”). by (a) check payable to the Company. this Agreement and. as of the date of the Subsequent Closing or conversion of the Notes. by cancellation of indebtedness. Good Standing and Qualification . (c) Immediately after each Closing. if necessary. then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. a “Subsequent Closing”) up to the balance of the unissued Notes to such persons or entities as may be approved by the Company in its sole discretion. Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein. 2. in whole or in part.1 Organization. the Company will deliver to each Investor in such Closing a Note issued in such Investor’s name against payment of the purchase price therefor as set forth in the column designated “Purchase Price” opposite such Investor’s name on the Schedule of Investors. Except as set forth on the Schedule of Exceptions delivered to the Investors at the applicable Closing. without the need for an amendment to any of the Agreements except to add such person’s or entity’s name to the appropriate exhibit to such Agreements.(b) If Notes with an aggregate principal amount of less than $300. subject to the terms and conditions of this Agreement. and shall have the rights and obligations hereunder and thereunder. and such persons or entities shall. the Operating Agreement in substantially the form attached hereto as Exhibit C (the “Operating Agreement. time and place as shall be approved by the Company in its sole discretion. become parties to. the Company hereby represents and warrants to the Investors as follows: 3.” and together with this Agreement. the Schedule of Investors will be amended to list the Investors purchasing Notes hereunder and the principal amount of the Note issued to each Investor hereunder at each such Closing. SECTION 3 Representations and Warranties of the Company A Schedule of Exceptions.000 are sold and issued at the Initial Closing. (c) cancellation of indebtedness or (d) any combination of the foregoing. and be bound by. as applicable. upon execution and delivery of the relevant signature pages. upon conversion of the Notes.

injunctive relief or other equitable remedies and by general principles of equity. validly existing and in good standing under the laws of the State of Delaware. 3. . to execute and deliver the Agreements. state and/or federal securities laws and as set forth herein and in the Agreements. officers and stockholders necessary for the authorization. The Company has the requisite corporate power and authority to own and operate its properties and assets. the authorization. the Conversion Units will not subject to any preemptive rights or rights of first refusal. that the Conversion Units will be subject to restrictions on transfer under U.000. sale. fully paid and nonassessable. when issued and delivered upon conversion of the Notes. however. will be free of any liens or encumbrances. The Company is a limited liability company duly organized. has not yet begun significant operations. The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a material adverse effect on the Company’s financial condition or business as now conducted (a “Material Adverse Effect”).4 Financial Statements . when executed and delivered by the Company.3 Authorization . (b) The Conversion Units. other than any liens or encumbrances created by or imposed upon the Investors.S. The Conversion Units. provided. to issue and sell the Notes and the Class B Units issuable upon conversion thereof (the “Conversion Units”) and to perform its obligations pursuant to the Agreements and the Notes.. 3. issuance and delivery of the Notes and the Conversion Units. will be validly issued. shall constitute valid and binding obligations of the Company. The Notes and Agreements.000 Class A Units and 5. The Company was recently formed. Except as set forth in the Operating Agreement.000 Class B Units issued and outstanding. execution and delivery of the Agreements and Notes by the Company.2 Capitalization (a) The Company currently has 7. to carry on its business as presently conducted. when issued and delivered upon conversion of the Notes. and has not prepared any financial statements. insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance. All corporate action on the part of the Company and its managers. and the performance of all of the Company’s obligations under the Notes and Agreements has been taken or will be taken prior to the Initial Closing. enforceable in accordance with their terms.000. 3. except (i) as limited by laws of general application relating to bankruptcy.

injunctive relief and other equitable remedies.8 Title to Properties and Assets. to the Company’s knowledge. and the Company is not bound by or a party to any options. (iii) liens in respect of pledges or deposits under workers’ compensation laws or similar . Liens .000 and all other contracts deemed material by the Company are as set forth in the Schedule of Exceptions (the “Material Contracts”). binding and in full force and effect in all material respects. To the knowledge of the Company. licenses (software or otherwise). information.5 Material Contracts . The Company has not received any written communication alleging that the Company has violated any of the Intellectual Property of any other person or entity.7 Proprietary Information and Invention Assignment (a) . no such employee is in violation of such confidential information and invention assignment agreement. pledge. processes and similar proprietary rights (“Intellectual Property”) necessary to the business of the Company as presently conducted. 3. standard end-user license agreements.3. All of the Company’s agreements and contracts in effect as of the date of this Agreement with a value in excess of $25. 3. copyrights. and has good title to all its leasehold interests. trade names. service marks. subject to the laws of general application relating to bankruptcy. licenses or agreements with respect to the Intellectual Property of any other person or entity. the lack of which could reasonably be expected to have a Material Adverse Effect. there are no outstanding options. trade secrets. trademarks. To the knowledge of the Company (without having conducted any special investigation or patent search). Each technical and senior managerial employee of the Company has executed a confidential information and invention assignment agreement. encumbrance or charge. lease. insolvency and the relief of debtors and the rules of law governing specific performance. (ii) liens imposed by law and incurred in the ordinary course of business for obligations not past due.6 Intellectual Property . licenses or agreements relating to the Intellectual Property. the Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents. in each case subject to no material mortgage. valid. The Material Contracts are. other than (i) liens for current taxes not yet due and payable. The Company has good and marketable title to its properties and assets. 3. lien. support/maintenance agreements and agreements entered in the ordinary course of the Company’s business. Except for agreements with its own employees or consultants.

The Company has timely filed all tax returns required to be filed by it with appropriate federal. the Company’s Certificate of Formation or Operating Agreement. and will not be.10 and Payments Tax Returns . except where the failure to do so would not have a Material Adverse Effect.legislation. or materially conflict with. state and local governmental agencies. to the Company’s knowledge. Such Investor understands that the Notes and the Conversion Units. each as may be amended to date. or. severally and not jointly. represents and warrants to the Company as follows: 4. in any material respect of any term or provision of any material indebtedness. registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act. and which have not arisen otherwise than in the ordinary course of business. These returns and reports are true and correct in all material respects. will not result in any material violation of.9 Compliance with Other Instruments. the Company is not in violation of any federal or state statute. and the issuance of the Notes and the Conversion Units. 3. the performance by the Company of its obligations pursuant to the Notes and Agreements. any assessments imposed. each as amended to date. contract or agreement to which it is party which would have a Material Adverse Effect. . all other taxes due and payable by the Company on or before the Initial Closing have been paid or will be paid prior to the time they become delinquent. The execution and delivery of the Notes and Agreements by the Company. The Company is not in violation of any material term of its Certificate of Formation or Operating Agreement. have not been. and. among other things. All taxes shown to be due and payable on such returns. and (iv) liens. encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto or have a Material Adverse Effect. or constitute a material default under.1 No Registration . rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. To the Company’s knowledge. SECTION 4 Representations and Warranties of the Investors Each Investor hereby. 3. the availability of which depends upon. to the Company’s knowledge. the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.

and not with the view to. to hold the Notes and the Conversion Units for an indefinite period of time and to suffer a complete loss of such Investor’s investment.4 Speculative Nature of Investment . or otherwise distributing the same.4. as well as any information issued by the Company. which questions were answered to its satisfaction. any distribution thereof. Such Investor also acknowledges that it is not relying on any statements or representations of the . not as a nominee or agent. Such Investor believes that it has received all the information such Investor considers necessary or appropriate for deciding whether to purchase the Notes and the Conversion Units. for investment for its own account. Such Investor has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that such Investor can protect its own interests. Such Investor acknowledges that any business plans prepared by the Company have been. the exhibits and schedules attached hereto and thereto and the transactions contemplated by the Notes and Agreements. were intended to describe certain aspects of the Company’s business and prospects.3 Investment Experience . 4. but were not necessarily a thorough or exhaustive description. undertaking. Such Investor has such knowledge and experience in financial and business matters so that such Investor is capable of evaluating the merits and risks of its investment in the Company. as well as the Company’s business.2 Investment Intent . Such Investor understands that such discussions. Such Investor understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. 4. subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature.5 Access to Data . Such Investor has had an opportunity to ask questions of. and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. granting any participation in. without impairing such Investor’s financial condition. and that such Investor has no present intention of selling. transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Notes or the Conversion Units. the officers of the Company concerning the Notes. or for resale in connection with. and continue to be. and receive answers from. Such Investor is acquiring the Notes and the Conversion Units. the Agreements. Such Investor further represents that it does not have any contract. Such Investor can bear the economic risk of such Investor’s investment and is able. agreement or arrangement with any person or entity to sell. management and financial affairs. 4.

Such Investor understands that the current public information referred to above is not now available and the Company has no present plans to make such information available.6 Accredited Investor . registration under the Securities Act or an exemption from registration will be required for any disposition of the Notes or the Conversion Units. such entity’s principal place of business) is correctly set forth on the Schedule of Investors. 4. and that. Such Investor acknowledges that the Notes and Conversion Units must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The residency of the Investor (or. The Investor is an “accredited investor” within the meaning of Regulation D. Such Investor acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the Notes or the Conversion Units. Rule 501(a). Such Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of units purchased in a private placement subject to the satisfaction of certain conditions.9 No Public Market . Such Investor understands that. 4.Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Agreements. including among other things.8 Rule 144 . promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. the Investor may be precluded from selling such securities under Rule 144. in the case of a partnership or corporation. 4. the availability of certain current public information about the Company and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. although Rule 144 is not exclusive. Such Investor understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities. . even if the other requirements of Rule 144 have been satisfied.7 Residency . in the event all of the requirements of Rule 144 are not met. the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. Such Investor acknowledges that. in such event. the existence of a public market for the units. 4.

authorization. federal. state. written or oral. (ii) as limited by applicable bankruptcy. 4. (b) The Agreements. such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents. nor will. insolvency. as a result of any action taken by the Investor. enforceable in accordance with their terms except: (i) to the extent that the indemnification provisions contained in the Rights Agreement may be limited by applicable law and principles of public policy. incur. and the performance of all of the Investor’s obligations under the Agreements. will constitute valid and legally binding obligations of the Investor. All action on the part of the Investor necessary for the authorization. governmental authority or third person is required to be obtained by the Investor in connection with the execution and delivery of the Agreements by the Investor or the performance of the Investor’s obligations thereunder.11 Finders Brokers or .10 Authorization (a) Such Investor has all requisite power and authority to execute and deliver the Agreements.S. when executed and delivered by the Investor. has been taken or will be taken prior to the Closing. With respect to such matters. and neither the Company nor any other Investor has. any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Agreements. (c) No consent. delivery and performance of the Agreements. order. registration or qualification of or with any court.4. to purchase the Notes and the Conversion Units hereunder and to carry out and perform its obligations under the terms of the Agreements. local and foreign tax consequences of this investment and the transactions contemplated by the Agreements. finders or agents. injunctive relief or other equitable remedies or by general principles of equity. 4. Such Investor has reviewed with its own tax advisors the U. 4. moratorium and other laws of general application affecting enforcement of creditors’ rights generally.12 Tax Advisors . directly or indirectly. Such Investor has not engaged any brokers. reorganization. approval. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Agreements.13 Legends . filing. and (iii) as limited by laws relating to the availability of specific performance. execution.

1 Representations and Warranties .2 Covenants . REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL. The Company shall have obtained all necessary Blue Sky law permits and qualifications. stock dividend. unless waived in writing by the applicable Investor purchasing the Units in such Closing: 5. AS AMENDED. The representations and warranties made by the Company in Section 3 (as modified by the disclosures on the Schedule of Exceptions) shall be true and correct in all material respects as of the date of such Closing. consolidation or similar event. 5. agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects. if any. 5. or have the availability of exemptions therefrom. OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE.3 Blue Sky . ASSIGNED. evidencing the Conversion Units. OR THE SECURITIES LAWS OF ANY STATE. or any other securities issued in respect of the Notes or the Conversion Units upon any stock split. Such Investor understands and agrees that the Notes and certificates. . PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS. All covenants.” SECTION 5 Conditions to Investors’ Obligations to Close Each Investor’s obligation to purchase the Notes at a Closing is subject to the fulfillment on or before the Closing of each of the following conditions. required by any state for the offer and sale of the Notes and the Conversion Units. THAT SUCH REGISTRATION IS NOT REQUIRED. shall bear the following legend (in addition to any legend required by the Operating Agreement or under applicable state securities laws): “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. merger. recapitalization.. AND MAY NOT BE SOLD. TRANSFERRED.

The representations and warranties made by the Investors in such Closing in Section 4 shall be true and correct when made and shall be true and correct in all material respects as of the date of such Closing.2 Covenants .5. if any). 6.4 Purchase Price . All covenants. agreements and conditions contained in the Agreements to be performed by Investors on or prior to the date of such Closing shall have been performed or complied with in all material respects as of the date of such Closing. The Investors shall have paid the applicable Purchase Price for the Notes. unless waived in writing by the Company: 6. 6. . The Company and the Investors shall have executed and delivered this Agreement and the Investors shall have executed a signature page to the Operating Agreement to be effective upon conversion of the Notes.5 Agreements . 6. The Company shall be satisfied that the offer and sale of the Notes and the Conversion Units shall be qualified or exempt from registration or qualification under all applicable federal and state securities laws (including receipt by the Company of all necessary blue sky law permits and qualifications required by any state.4 Notes . 6.3 Compliance with Securities Laws . The Company shall have executed and delivered a Note to the Investor in consideration of the Purchase Price therefor.1 Representations and Warranties . SECTION 6 Conditions to Company’s Obligation to Close The Company’s obligation to sell and issue the Notes at each Closing is subject to the fulfillment on or before such Closing of the following conditions.

Any such amendment. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail. waived. provided. facsimile number or electronic mail address as shown in the Company’s records. Except as expressly provided herein. or at such other address as the Company shall have furnished to the Investors. or (c) if to the Company. 7. Each Investor acknowledges that by the operation of this paragraph.1 without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Investor. the holders of a majority of the aggregate principal amount of the Notes issued pursuant to this Agreement will have the right and power to diminish or eliminate all rights of such Investor under this Agreement. facsimile number or electronic mail address as shown in the Company’s records. . the Notes or the Operating Agreement. until any such holder so furnishes an address. (b) if to any other holder of any Notes or Conversion Units. discharge or termination effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities have been converted or exchanged or for which such securities have been exercised) and each future holder of all such securities. that Investors purchasing Notes in a Closing after the Initial Closing may become parties to this Agreement in accordance with Section 2. waiver. each Investor agrees that such notice may be given by facsimile or by electronic mail. [insert facsimile number]. then to and at the address of the last holder of such Notes or Conversion Units for which the Company has contact information in its records. one copy should be sent to [insert Company’s address]. this Agreement.SECTION 7 Miscellaneous 7.2 Notices . at the Investor’s address. Attn: Aron Beierschmitt. however. or. sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed: (a) if to an Investor. postage prepaid. With respect to any notice given by the Company under any provision of the Delaware Limited Liability Company Act. facsimile number or electronic mail address to the Company. as may be updated in accordance with the provisions hereof. discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Investors holding a majority of the aggregate principal amount of the Notes issued pursuant to this Agreement. neither this Agreement nor any term hereof may be amended.1 Amendment . at such address.

7. This Agreement. if sent by electronic mail. power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right. executors and administrators of the parties hereto.Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally. if sent by mail. transfer. the successors. upon confirmation of facsimile transfer or. Except as expressly provided herein. 7. or. nor shall it be construed to be a waiver of any such breach or default.6 Entire Agreement . This Agreement shall be governed in all respects by the internal laws of the State of Delaware.4 Expenses . or an acquiescence therein. 7. representations or covenants except as specifically set forth herein or therein. transferred. power or remedy of such non-defaulting party. assigns. Subject to the foregoing and except as otherwise provided herein. the provisions of this Agreement shall inure to the benefit of. constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. and any and all rights.3 Governing Law . delegate or sublicense any rights. no delay or omission to exercise any right. 7. upon confirmation of delivery when directed to the electronic mail address set forth on the Schedule of Investors. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties. 7. if sent by facsimile. nor shall any waiver of any single . delegated or sublicensed by any Investor without the prior written consent of the Company. or of or in any similar breach or default thereafter occurring. duties and obligations hereunder. 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. and be binding upon. addressed and mailed as aforesaid or. The Company and the Investors shall each pay their own expenses in connection with the transactions contemplated by this Agreement. duties or obligations that arise under this Agreement shall be void. shall not be assigned. Any attempt by an Investor without such permission to assign. heirs. This Agreement.5 Successors Assigns and .7 Delays Omissions or . including the exhibits attached hereto.

each of which shall be enforceable against the parties actually executing such counterparts. the same economic. 7. 7. to the extent necessary.9 Counterparts . and all of which together shall constitute one instrument. This Agreement may be executed in any number of counterparts. A facsimile. binding and effective for all purposes. At the request of any party hereto. The balance of this Agreement shall be enforceable in accordance with its terms. All remedies. or such provision in its entirety. PDF or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. unenforceable or void. and such court will replace such illegal. void or unenforceable provision. or any waiver on the part of any party of any provisions or conditions of this Agreement. void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve. business and other purposes of the illegal. to the extent possible. PDF or other reproduction hereof. 7. Such execution and delivery shall be considered valid. permit. portions of such provision. shall be severed from this Agreement.8 Severability .breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. must be in writing and shall be effective only to the extent specifically set forth in such writing. (signature page follows) . all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal. shall be cumulative and not alternative. consent or approval of any kind or character on the part of any party of any breach or default under this Agreement. either under this Agreement or by law or otherwise afforded to any party to this Agreement.10 Facsimile Execution and Delivery . Any waiver.

this Agreement is executed as of the date first written above. COMPANY: FOUNDATION MOBILE GAMES LLC a Delaware limited liability company By: Name: Title: Signature Page to Convertible Promissory Note Purchase Agreement .IN WITNESS WHEREOF.

LLC INVESTOR COUNTERPART SIGNATURE PAGE By executing and delivering this signature page to Foundation Mobile Games. Suite 137 New York. Date: June 13. if Applicable: Steven Vachani. For clarity.000 Investor Counterpart Signature Page . and agrees to be bound by the terms and conditions of the Agreement as an Investor thereunder. Managing Director Name to appear on stock certificate(s): Serendipity Ventures Inc. the undersigned hereby becomes an “Investor” under the Company’s Convertible Promissory Note Purchase Agreement. (2) Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Convertible Promissory Note Purchase Agreement. 2011 Signature Name and Title. the undersigned hereby becomes bound by the terms and conditions of the Company’s limited liability company agreement as a “Class B Member”.FOUNDATION MOBILE GAMES. Record Address: 305 West Broadway. and effective upon automatic conversion of the Note into the Company’s Class B Units pursuant to Section 1(a) of the Note. LLC (the “Company”). the undersigned will not be a party to the Company’s limited liability company agreement until the Note converts into the Company’s Class B Units. NY 10013 Subscription Amount Invested: $11. the undersigned hereby agrees that: (1) upon acceptance by of this signature page by the Company.

as appropriate] [TO BE COMPLETED BY THE COMPANY] .EXHIBIT A SCHEDULE OF INVESTORS Initial Closing Investors Investor Principal Amount of Note Purchase Price Serendipity Ventures Inc.000 $11.com $11. Suite 137. NY 10013 [facsimile number] Vachani@yahoo.000 [Add Subsequent Closing(s). 305 West Broadway. New York.

2011 $11. FOUNDATION MOBILE GAMES. hereby promises to pay to the order of Serendipity Ventures Inc. any payments in excess of such maximum shall be refunded to the Company or credited to reduce principal hereunder. LLC _______________ CONVERTIBLE SUBORDINATED PROMISSORY NOTE CN NUMBER: CN-June 8th. This Note will be registered on the books of the Company or its agent as to principal. Payment of the outstanding principal amount hereunder will be made by check or wire transfer in immediately available United States funds sent to the holder at the address furnished to the Company for that purpose. (the “Investor”). The outstanding principal amount hereunder shall be payable in a single payment on demand on or after the Payment Date. Foundation Mobile Games. the principal amount of eleven thousand Dollars ($11. AS AMENDED. subject to the terms of Section 1 herein. PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE MAY NOT BE SOLD. OR APPLICABLE STATE SECURITIES LAWS. LLC. Any transfer of this Note will be effected only by surrender of this Note to the Company and reissuance of a new note to the transferee in accordance with the terms herein.000 [City. 2016 (the “Payment Date”). OFFERED FOR SALE. . a Delaware limited liability company (the “Company”). without interest.EXHIBIT B FORM OF NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. the holder hereof does not intend to charge and the Company shall not be required to pay any interest or other fees or charges in excess of the maximum permitted by applicable law.000). State] FOR VALUE RECEIVED. Notwithstanding any other provision of this Note. This Note may be prepaid in whole or in part. without premium or penalty. on demand made by the Required Holders (defined below) on or after June 8th.

all of the outstanding principal on the Notes shall automatically convert into Class B Units at $. Thereupon. Notwithstanding the foregoing. or (c) the closing of a Class B Unit Financing. or (iii) the failure of the occurrence of a Class B Unit Financing or sale of Notes with an aggregate principal amount of at least $300.000 no later than the Payment Date. In the event of a Class B Unit Financing or sale of Notes with an aggregate principal amount of at least $300. the Company will be forever released from all of its liabilities and obligations under this Note with regard to the principal amount being converted. each Note shall rank pari passu without preference or priority among the Notes and any payments or prepayments made under or in respect of the Notes shall be made on a pro rata basis on all Notes. To accomplish such result. (b) The Company shall provide notice to the holder by mail. the Company shall not be obligated to issue the Class B Units issuable upon such conversion unless the Note being converted is either delivered to the Company or any such transfer agent. including without limitation the obligation to pay such principal. of (i) a closing of a Class B Unit Financing as soon as possible prior to the date of the closing of the Class B Unit Financing. postage prepaid or by email or facsimile.000. upon the earlier of (a) at the written request of “investor” by email or post mail letter.000 threshold will be met. waive. 1. discharge and terminate the Notes by written instrument signed by the Required Holders.000 as soon as possible prior to the date of the closing of the sale of Notes pursuant to which the $300.000.It is acknowledged and agreed that it is intended that all Investors under all Notes will act in concert with respect to all actions taken under or in connection with respect to the Notes. (ii) the sale of Notes in the aggregate principal amount of at least $300. certificates and other documents as are executed by the other investors in such Class B Unit Financing including without limitation a counterpart signature page to the Company’s limited liability company agreement. Conversion. or the holder notifies the Company or any such transfer agent that such Note has been lost. Consistent with the foregoing. Upon conversion of this Note. the holder of the Note shall surrender the Note at the office of the Company or of its transfer agent for the applicable number of Class B Units. In connection with and as a condition precedent to the conversion of this Note in connection with a Class B Unit Financing. or (b) the issuance and sale of Notes in the aggregate principal amount of at least $300. the Company and each Investor acknowledges and agrees that the Required Holders are hereby granted the authority to administer the Notes and to amend. (a) Before the Payment Date. there shall be issued and delivered to such holder the number of Class B Units into which the Note surrendered was convertible on the date on which such conversion occurred. (c) Upon the occurrence of a conversion provided for in either Section 1(a) hereof. stolen or destroyed and executes an agreement . the Investor shall execute and deliver all agreements.01 per unit (the “Class B Unit Purchase Price”) and on the additional terms and conditions applicable generally to such Class B Unit Financing. such notice shall specify the number of Class B Units to be issued to such holder upon conversion and the anticipated date of the conversion of this Note.

an “Acquisition”). or (c) any liquidation. Events of Default.01 per Class B Unit. The Company may elect not to permit a transfer of the Note if it has not obtained satisfactory assurance that such transfer: (a) is exempt from the registration requirements of. prior to the Payment Date or conversion of the Note under Section 1 above. merger or consolidation) that results in the transfer of 50% or more of the outstanding voting power of the Company (other than a merger consummated for the purpose of changing the Company’s jurisdiction of organization). and (b) is in compliance with all applicable state securities laws. and the rules and regulations thereunder. any of the following shall occur: (a) an acquisition of the Company by means of any transaction or series of related transactions (including. as amended. except for any transfer or similar tax which may be imposed on the transfer or exchange. containing the same provisions and subject to the same terms and conditions as the Note so surrendered. or (iv) admit in writing its inability to pay its debts as they mature. or covered by an effective registration statement under. without limitation. surrender such Note at the principal office of the Company for transfer or exchange. which opinion shall be satisfactory to the Company. 3. insolvency or similar law. prior to maturity thereof. the Company shall issue in exchange therefor another note or notes (each. (b) the sale of all or substantially all of the assets of the Company (including by means of an exclusive license). Within a reasonable time after notice to the Company from such holder of its intention to make such exchange and without expense to such holder. having the same maturity. a “Transferee Note”) for the same aggregate principal amount as the unpaid principal amount of the Note so surrendered. (d) Upon the conversion of the entire principal amount of this Note in accordance with the terms herein.reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. 4. Acquisition Event. as the case may be). then this Note shall be cancelled and the Investor shall receive in full consideration and satisfaction for the Note. the Securities Act of 1933. In the event that. at the option of the Required Holders. dissolution or winding up of the Company (each such event. this Note shall be canceled. (iii) commence. 2. receiver or the like. as the holder of such surrendered Note may designate. Transfer and Exchange. or . converted the entire outstanding principal amount of this Note into the Company’s Class B Units at a conversion price of $0. and such transfer or exchange shall be made in such a manner that no gain or loss of principal shall result therefrom. Each Transferee Note shall be made payable to such person or persons. If any one or more of the following events: (a) the Company shall (i) make an assignment. or establish a trust. or consent to any proceeding relating to it under any bankruptcy. either (i) the entire outstanding principal amount of this Note or (ii) the amount of cash or other consideration that the Investor would have received had the Investor. acquiesce in. any reorganization. (ii) petition or apply for the appointment of a liquidator. The holder of this Note may. immediately prior to the Acquisition. or transferees. for the benefit of creditors. including without limitation receipt of an opinion of counsel for the Investor (or other holder.

subject only to limitations imposed by applicable law. Notice. This Note (including without limitation the Payment Date hereof) may be amended. of like tenor and amount and dated the date to which interest has been paid. 5. 6. Any notice required or permitted under this Note shall be in writing (including email or telecopy communications) and shall be deemed to have been given on the date of delivery. destroyed or mutilated Note. if personally delivered to the party to whom notice is to be given. and may be exercised separately. Amendments and Waivers. by certified mail. protest or notice.(b) an order for relief shall be entered in any bankruptcy proceeding relating to the Company or an order shall be entered (i) appointing a liquidator or receiver for the Company or a substantial part of any of its properties or (ii) adjudicating it bankrupt or insolvent and such order is not lifted within ninety days. in lieu of such lost. Subordination. in equity or otherwise. the outstanding principal amount shall become immediately due and payable. stolen. 9. Such acceleration of the maturity of amounts due under this Note shall not affect any other rights which the Investor may have at law. the payment of principal of and all other amounts that may be due in respect of. 7. return receipt requested. New Note. and in such event the Investor (or other holder. that to the extent payment under this Note is not made in units of the Company’s equity. destroyed or mutilated Note. This Section 5 shall not apply to payments made under this Note in equity of the Company. postage prepaid or when delivered via confirmed email or telecopy. demand. stolen. to pay the holder’s reasonable costs in collecting and enforcing this Note. or successively. and any obligation of the Company hereunder hereof may be waived only with the written consent of the Company and the Required Holders. if mailed to the party to whom notice is to be given. each Investor and each transferee of this Note. The Company agrees. the Company will issue a new Note. then. or on the fifth business day after mailing. 8. Upon receipt of evidence reasonably satisfactory to the Company of the loss. as the case may be) agrees to indemnify and hold harmless the Company in respect of any such lost. including reasonable attorney’s fees. at the option of the Required Holders. and the Investor of this Note agrees. concurrently. provided that the substance of any amendment or waiver shall be equally applicable to all the Notes. Expenses of Collection. The Company agrees. All rights and remedies hereunder shall be cumulative and in addition to those provided by law. destruction or mutilation of this Note. this Note is hereby expressly subordinated to the prior payment in full of all indebtedness of the Company to banks. theft. shall occur after the date hereof. and addressed as follows: . A right or remedy under this Note on any occasion shall not be a bar to exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time. equipment lessors and/or real property lessors at any time outstanding. Any amendment or waiver effected in accordance with this Section 8 shall be binding upon the Company. without presentment.

Vachani@yahoo.com if to the holder.if to the Company. at Foundation Mobile Games. Successors and Assigns. Governing Law. the undersigned has caused this instrument to be executed by its duly authorized officer as of the date first above written. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid. FOUNDATION MOBILE GAMES. or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note. 11. such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected.com 10. This Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict-of-laws provisions thereof. then and in any such event. or disturbed thereby. Severability. LLC Attn: Aron Beierschmitt Email: aron@foundthefuture. in whole or in part or in any respect. This Note applies to. prejudiced. and binds the successors and assigns of the parties hereto. inures to the benefit of. illegal or unenforceable. LLC By: Name: Aron Beierschmitt Title: Chief Executive Officer . IN WITNESS WHEREOF. at SERENDIPITY VENTURES INC. 12.

EXHIBIT C FORM OF OPERATING AGREEMENT Provided as a separate document .

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