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.

by (a) check payable to the Company. 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. Except as set forth on the Schedule of Exceptions delivered to the Investors at the applicable Closing.000 are sold and issued at the Initial Closing. At each Closing. and be bound by. 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.1 Organization. the “Agreements”). upon execution and delivery of the relevant signature pages. as of the date of the Subsequent Closing or conversion of the Notes. 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.2 Delivery . as applicable. if necessary. 2. upon conversion of the Notes. Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein. the Company hereby represents and warrants to the Investors as follows: 3. 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. this Agreement and. and such persons or entities shall. (c) cancellation of indebtedness or (d) any combination of the foregoing. time and place as shall be approved by the Company in its sole discretion. subject to the terms and conditions of this Agreement. by cancellation of indebtedness. then. (b) wire transfer in accordance with the Company’s instructions. the Operating Agreement in substantially the form attached hereto as Exhibit C (the “Operating Agreement. (c) Immediately after each Closing. the Company may sell and issue at one or more subsequent closings (each.(b) If Notes with an aggregate principal amount of less than $300. In the event that payment by an Investor is made.” and together with this Agreement. SECTION 3 Representations and Warranties of the Company A Schedule of Exceptions. Good Standing and Qualification . in whole or in part. Each Subsequent Closing shall take place at such date. shall be delivered to the Investors in connection with each Closing. 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. and shall have the rights and obligations hereunder and thereunder. become parties to.

3. The Company was recently formed.000.000. The Notes and Agreements.3 Authorization . and has not prepared any financial statements. will be free of any liens or encumbrances. 3. 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. the Conversion Units will not subject to any preemptive rights or rights of first refusal. other than any liens or encumbrances created by or imposed upon the Investors. the authorization.4 Financial Statements . (b) The Conversion Units. state and/or federal securities laws and as set forth herein and in the Agreements. fully paid and nonassessable. except (i) as limited by laws of general application relating to bankruptcy. The Company is a limited liability company duly organized. to carry on its business as presently conducted. . The Company has the requisite corporate power and authority to own and operate its properties and assets. when issued and delivered upon conversion of the Notes. The Conversion Units. that the Conversion Units will be subject to restrictions on transfer under U. Except as set forth in the Operating Agreement. insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance. shall constitute valid and binding obligations of the Company. execution and delivery of the Agreements and Notes by the Company. 3.. 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. has not yet begun significant operations. when executed and delivered by the Company. however.000 Class B Units issued and outstanding. officers and stockholders necessary for the authorization. provided. injunctive relief or other equitable remedies and by general principles of equity. sale.S. to execute and deliver the Agreements.2 Capitalization (a) The Company currently has 7. All corporate action on the part of the Company and its managers. 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”). validly existing and in good standing under the laws of the State of Delaware. will be validly issued. issuance and delivery of the Notes and the Conversion Units. enforceable in accordance with their terms.000 Class A Units and 5. when issued and delivered upon conversion of the Notes.

there are no outstanding options. valid. no such employee is in violation of such confidential information and invention assignment agreement. binding and in full force and effect in all material respects. trademarks. trade names. To the knowledge of the Company (without having conducted any special investigation or patent search). other than (i) liens for current taxes not yet due and payable. All of the Company’s agreements and contracts in effect as of the date of this Agreement with a value in excess of $25.7 Proprietary Information and Invention Assignment (a) . in each case subject to no material mortgage.3.6 Intellectual Property . pledge. licenses or agreements with respect to the Intellectual Property of any other person or entity. licenses (software or otherwise). 3.000 and all other contracts deemed material by the Company are as set forth in the Schedule of Exceptions (the “Material Contracts”). and has good title to all its leasehold interests. 3. 3. encumbrance or charge. Liens . the lack of which could reasonably be expected to have a Material Adverse Effect. Each technical and senior managerial employee of the Company has executed a confidential information and invention assignment agreement. trade secrets. (ii) liens imposed by law and incurred in the ordinary course of business for obligations not past due. (iii) liens in respect of pledges or deposits under workers’ compensation laws or similar . to the Company’s knowledge. insolvency and the relief of debtors and the rules of law governing specific performance. subject to the laws of general application relating to bankruptcy. the Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents. support/maintenance agreements and agreements entered in the ordinary course of the Company’s business.5 Material Contracts . To the knowledge of the Company. Except for agreements with its own employees or consultants. and the Company is not bound by or a party to any options. licenses or agreements relating to the Intellectual Property. copyrights. information. service marks. processes and similar proprietary rights (“Intellectual Property”) necessary to the business of the Company as presently conducted.8 Title to Properties and Assets. The Company has good and marketable title to its properties and assets. lease. 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. lien. The Material Contracts are. standard end-user license agreements. injunctive relief and other equitable remedies.

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

any distribution thereof. Such Investor is acquiring the Notes and the Conversion Units. Such Investor has had an opportunity to ask questions of.5 Access to Data .4 Speculative Nature of Investment . Such Investor acknowledges that any business plans prepared by the Company have been. were intended to describe certain aspects of the Company’s business and prospects. or for resale in connection with. not as a nominee or agent. undertaking. 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. 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. but were not necessarily a thorough or exhaustive description. or otherwise distributing the same. as well as the Company’s business. 4. the Agreements. 4.2 Investment Intent .3 Investment Experience . and not with the view to. 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. the officers of the Company concerning the Notes. Such Investor understands that such discussions. Such Investor can bear the economic risk of such Investor’s investment and is able. and receive answers from. 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. 4. the exhibits and schedules attached hereto and thereto and the transactions contemplated by the Notes and Agreements.4. 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. which questions were answered to its satisfaction. granting any participation in. for investment for its own account. Such Investor further represents that it does not have any contract. subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature. 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. 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. without impairing such Investor’s financial condition. management and financial affairs. as well as any information issued by the Company. Such Investor also acknowledges that it is not relying on any statements or representations of the . and continue to be. agreement or arrangement with any person or entity to sell.

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. even if the other requirements of Rule 144 have been satisfied. and that. Such Investor acknowledges that. 4. 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.7 Residency . in such event. 4. including among other things. 4.Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Agreements. 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.6 Accredited Investor . Rule 501(a). 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. in the case of a partnership or corporation. 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. Such Investor understands that. in the event all of the requirements of Rule 144 are not met. the Investor may be precluded from selling such securities under Rule 144. The Investor is an “accredited investor” within the meaning of Regulation D. registration under the Securities Act or an exemption from registration will be required for any disposition of the Notes or the Conversion Units. 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.8 Rule 144 . such entity’s principal place of business) is correctly set forth on the Schedule of Investors. 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 existence of a public market for the units. 4. .9 No Public Market . 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.

(ii) as limited by applicable bankruptcy. written or oral. insolvency. (b) The Agreements. 4. incur. will constitute valid and legally binding obligations of the Investor. 4.10 Authorization (a) Such Investor has all requisite power and authority to execute and deliver the Agreements. 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. state. (c) No consent. as a result of any action taken by the Investor. and the performance of all of the Investor’s obligations under the Agreements. and (iii) as limited by laws relating to the availability of specific performance. 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. approval. 4. local and foreign tax consequences of this investment and the transactions contemplated by the Agreements. nor will. Such Investor has not engaged any brokers. All action on the part of the Investor necessary for the authorization. registration or qualification of or with any court.4. injunctive relief or other equitable remedies or by general principles of equity. Such Investor has reviewed with its own tax advisors the U. 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. delivery and performance of the Agreements. federal. filing. directly or indirectly. has been taken or will be taken prior to the Closing. With respect to such matters. to purchase the Notes and the Conversion Units hereunder and to carry out and perform its obligations under the terms of the Agreements. moratorium and other laws of general application affecting enforcement of creditors’ rights generally. 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. finders or agents. when executed and delivered by the Investor. such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents. reorganization. order.S.13 Legends . authorization.12 Tax Advisors . execution.11 Finders Brokers or .

merger. OR THE SECURITIES LAWS OF ANY STATE.. TRANSFERRED. stock dividend. 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. unless waived in writing by the applicable Investor purchasing the Units in such Closing: 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.3 Blue Sky . 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. PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS. AS AMENDED. AND MAY NOT BE SOLD.1 Representations and Warranties . OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE. 5. Such Investor understands and agrees that the Notes and certificates.2 Covenants . or have the availability of exemptions therefrom. 5. The Company shall have obtained all necessary Blue Sky law permits and qualifications. evidencing the Conversion Units. required by any state for the offer and sale of the Notes and the Conversion Units. or any other securities issued in respect of the Notes or the Conversion Units upon any stock split. REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL.” 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. if any. recapitalization. . All covenants. ASSIGNED. consolidation or similar event.

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.4 Notes . 6.4 Purchase Price . 6. 6. The Company shall have executed and delivered a Note to the Investor in consideration of the Purchase Price therefor. unless waived in writing by the Company: 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. 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.5 Agreements . 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. 6.2 Covenants . if any). 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.5.3 Compliance with Securities Laws .1 Representations and Warranties . All covenants. The Investors shall have paid the applicable Purchase Price for the Notes. .

the Notes or the Operating Agreement.2 Notices . or (c) if to the Company. until any such holder so furnishes an address. this Agreement. sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed: (a) if to an Investor. however. or. 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. neither this Agreement nor any term hereof may be amended. each Investor agrees that such notice may be given by facsimile or by electronic mail. Except as expressly provided herein. waiver. 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. Each Investor acknowledges that by the operation of this paragraph.SECTION 7 Miscellaneous 7. 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. at the Investor’s address. waived. at such address. . (b) if to any other holder of any Notes or Conversion Units. or at such other address as the Company shall have furnished to the Investors. 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. Any such amendment. as may be updated in accordance with the provisions hereof. [insert facsimile number]. facsimile number or electronic mail address to the Company. one copy should be sent to [insert Company’s address]. 7. With respect to any notice given by the Company under any provision of the Delaware Limited Liability Company Act. that Investors purchasing Notes in a Closing after the Initial Closing may become parties to this Agreement in accordance with Section 2. postage prepaid. facsimile number or electronic mail address as shown in the Company’s records.1 without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Investor. facsimile number or electronic mail address as shown in the Company’s records. Attn: Aron Beierschmitt. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail. provided.1 Amendment .

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

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

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.

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

EXHIBIT A SCHEDULE OF INVESTORS Initial Closing Investors Investor Principal Amount of Note Purchase Price Serendipity Ventures Inc.000 [Add Subsequent Closing(s). NY 10013 [facsimile number] Vachani@yahoo. New York.com $11.000 $11. 305 West Broadway. as appropriate] [TO BE COMPLETED BY THE COMPANY] . Suite 137.

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. THIS NOTE MAY NOT BE SOLD. Foundation Mobile Games. (the “Investor”). This Note may be prepaid in whole or in part. without premium or penalty.EXHIBIT B FORM OF NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. FOUNDATION MOBILE GAMES. subject to the terms of Section 1 herein. OFFERED FOR SALE. any payments in excess of such maximum shall be refunded to the Company or credited to reduce principal hereunder. 2011 $11. AS AMENDED. . This Note will be registered on the books of the Company or its agent as to principal. OR APPLICABLE STATE SECURITIES LAWS.000 [City. without interest. the principal amount of eleven thousand Dollars ($11. State] FOR VALUE RECEIVED. 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. The outstanding principal amount hereunder shall be payable in a single payment on demand on or after the Payment Date. 2016 (the “Payment Date”). Notwithstanding any other provision of this Note. hereby promises to pay to the order of Serendipity Ventures Inc. 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. a Delaware limited liability company (the “Company”). 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). LLC. LLC _______________ CONVERTIBLE SUBORDINATED PROMISSORY NOTE CN NUMBER: CN-June 8th. on demand made by the Required Holders (defined below) on or after June 8th.

discharge and terminate the Notes by written instrument signed by the Required Holders. To accomplish such result. 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. stolen or destroyed and executes an agreement .000 threshold will be met. (b) The Company shall provide notice to the holder by mail. (ii) the sale of Notes in the aggregate principal amount of at least $300.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. 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. Notwithstanding the foregoing. postage prepaid or by email or facsimile. Thereupon.000 as soon as possible prior to the date of the closing of the sale of Notes pursuant to which the $300. 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. In connection with and as a condition precedent to the conversion of this Note in connection with a Class B Unit Financing. including without limitation the obligation to pay such principal. Conversion.01 per unit (the “Class B Unit Purchase Price”) and on the additional terms and conditions applicable generally to such Class B Unit Financing. or the holder notifies the Company or any such transfer agent that such Note has been lost. (c) Upon the occurrence of a conversion provided for in either Section 1(a) hereof. upon the earlier of (a) at the written request of “investor” by email or post mail letter. the Company and each Investor acknowledges and agrees that the Required Holders are hereby granted the authority to administer the Notes and to amend. Consistent with the foregoing. waive. all of the outstanding principal on the Notes shall automatically convert into Class B Units at $. or (b) the issuance and sale of Notes in the aggregate principal amount of at least $300. 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. the Company will be forever released from all of its liabilities and obligations under this Note with regard to the principal amount being converted. 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. 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.000. the Investor shall execute and deliver all agreements. Upon conversion of this Note. In the event of a Class B Unit Financing or sale of Notes with an aggregate principal amount of at least $300. 1. (a) Before the Payment Date. 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.000 no later than the Payment Date.000. 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. or (c) the closing of a Class B Unit Financing.

reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith.01 per Class B Unit. the Securities Act of 1933. receiver or the like. as the case may be). immediately prior to the Acquisition. the Company shall issue in exchange therefor another note or notes (each. (d) Upon the conversion of the entire principal amount of this Note in accordance with the terms herein. prior to maturity thereof. Acquisition Event. In the event that. prior to the Payment Date or conversion of the Note under Section 1 above. and the rules and regulations thereunder. acquiesce in. or transferees. except for any transfer or similar tax which may be imposed on the transfer or exchange. any reorganization. as amended. 2. insolvency or similar law. a “Transferee Note”) for the same aggregate principal amount as the unpaid principal amount of the Note so surrendered. or . having the same maturity. (iii) commence. at the option of the Required Holders. or covered by an effective registration statement under. (b) the sale of all or substantially all of the assets of the Company (including by means of an exclusive license). or (c) any liquidation. then this Note shall be cancelled and the Investor shall receive in full consideration and satisfaction for the Note. Events of Default. surrender such Note at the principal office of the Company for transfer or exchange. The holder of this Note may. 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. 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. If any one or more of the following events: (a) the Company shall (i) make an assignment. any of the following shall occur: (a) an acquisition of the Company by means of any transaction or series of related transactions (including. an “Acquisition”). as the holder of such surrendered Note may designate. or establish a trust. dissolution or winding up of the Company (each such event. this Note shall be canceled. containing the same provisions and subject to the same terms and conditions as the Note so surrendered. 4. converted the entire outstanding principal amount of this Note into the Company’s Class B Units at a conversion price of $0. 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. Each Transferee Note shall be made payable to such person or persons. (ii) petition or apply for the appointment of a liquidator. or consent to any proceeding relating to it under any bankruptcy. and (b) is in compliance with all applicable state securities laws. 3. or (iv) admit in writing its inability to pay its debts as they mature. 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 such transfer or exchange shall be made in such a manner that no gain or loss of principal shall result therefrom. including without limitation receipt of an opinion of counsel for the Investor (or other holder. without limitation. which opinion shall be satisfactory to the Company. for the benefit of creditors. Transfer and Exchange.

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

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. at Foundation Mobile Games. IN WITNESS WHEREOF. prejudiced. Successors and Assigns.com if to the holder. This Note applies to. Vachani@yahoo. inures to the benefit of. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid. at SERENDIPITY VENTURES INC.com 10. then and in any such event.if to the Company. the undersigned has caused this instrument to be executed by its duly authorized officer as of the date first above written. FOUNDATION MOBILE GAMES. in whole or in part or in any respect. LLC Attn: Aron Beierschmitt Email: aron@foundthefuture. LLC By: Name: Aron Beierschmitt Title: Chief Executive Officer . or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note. or disturbed thereby. 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. illegal or unenforceable. and binds the successors and assigns of the parties hereto. 11. Severability. Governing Law. 12.

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