Foundation Mobile Games. LLC

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

June ___, 2011

Foundation Mobile Games LLC

CONVERTIBLE PROMISSORY NOTEPURCHASE 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. Sale and Issuance of Notes.  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.Closing Dates and Delivery

1.2 ClosingThe 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.

(a) If Notes with an aggregate principal amount of less than $300,000 are sold and issued at the Initial Closing, then, subject to the terms and conditions of this Agreement, the Company may sell and issue at one or more subsequent closings (each, 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, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement and, upon conversion of the Notes, the Operating Agreement in substantially the form attached hereto as Exhibit   C (the “Operating Agreement,” and together with this Agreement, the “Agreements”), 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, and shall have the rights and obligations hereunder and thereunder, as of the date of the Subsequent

Closing or conversion of the Notes, as applicable. Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company in its sole discretion.

(b) Immediately after 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.

1.3 Delivery.  At each Closing, 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, by (a) check payable to the Company, (b) wire transfer in accordance with the Company’s instructions, (c) cancellation of indebtedness or (d) any combination of the foregoing. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, 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.Representations and Warranties of the Company

A Schedule of Exceptions, if necessary, shall be delivered to the Investors in connection with each Closing. Except as set forth on the Schedule of Exceptions delivered to the Investors at the applicable Closing, the Company hereby represents and warrants to the Investors as follows:

1.4 Organization, Good Standing and Qualification.  The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted, to execute and deliver the Agreements, 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. 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”).CapitalizationThe Company currently has 7,000,000 Class A Units and 5,000,000 Class B Units issued and outstanding.

(a) The Conversion Units, when issued and delivered upon conversion of the Notes, will be validly issued, fully paid and nonassessable. The Conversion Units, when issued and delivered upon conversion of the Notes, will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Investors; provided, however, that the Conversion Units will be subject to restrictions on transfer under U.S. state and/or federal securities laws and as set forth herein and in the Agreements. Except as set forth in the Operating Agreement, the Conversion Units will not subject to any preemptive rights or rights of first refusal.

1.5 Authorization.  All corporate action on the part of the Company and its managers, officers and stockholders necessary for the authorization, execution and delivery of the Agreements and Notes by the Company, the authorization, sale, issuance and delivery of the Notes and the Conversion Units, 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 Notes and Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.Financial Statements. The Company was recently formed, has not yet begun significant operations, and has not prepared any financial statements.Material Contracts. All of the Company’s agreements and contracts in effect as of the date of this Agreement with a value in excess of $25,000 and all other contracts deemed material by the Company are as set forth in the Schedule of Exceptions (the “Material Contracts”).  The Material Contracts are, to the Company’s knowledge, valid, binding and in full force and effect in all material respects, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law governing specific performance, injunctive relief and other equitable remedies. Intellectual Property. To the knowledge of the Company (without having conducted any special investigation or patent search), the Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, processes and similar proprietary rights (“Intellectual Property”) necessary to the business of the Company as presently conducted, the lack of which could reasonably be expected to have a Material Adverse Effect. Except for agreements with its own employees or consultants, standard end-user license agreements, support/maintenance agreements and agreements entered in the ordinary course of the Company’s business, there are no outstanding options, licenses or agreements relating to the Intellectual Property, and the Company is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property of any other person or entity. 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. Proprietary Information and Invention Assignment. Each technical and senior managerial employee of the Company has executed a confidential information and invention assignment agreement. To the knowledge of the Company, no such employee is in violation of such confidential information and invention assignment agreement.

1.6 Title to Properties and Assets; Liens.  The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than (i) liens for current taxes not yet due and payable, (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 legislation, 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, and

which have not arisen otherwise than in the ordinary course of business. Compliance with Other Instruments. The Company is not in violation of any material term of its Certificate of Formation or Operating Agreement, each as amended to date, or, to the Company’s knowledge, in any material respect of any term or provision of any material indebtedness, contract or agreement to which it is party which would have a Material Adverse Effect. To the Company’s knowledge, the Company is not in violation of any federal or state statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution and delivery of the Notes and Agreements by the Company, the performance by the Company of its obligations pursuant to the Notes and Agreements, and the issuance of the Notes and the Conversion Units, will not result in any material violation of, or materially conflict with, or constitute a material default under, the Company’s Certificate of Formation or Operating Agreement, each as may be amended to date. Tax Returns and Payments.  The Company has timely filed all tax returns required to be filed by it with appropriate federal, state and local governmental agencies, except where the failure to do so would not have a Material Adverse Effect. These returns and reports are true and correct in all material respects. All taxes shown to be due and payable on such returns, any assessments imposed, and, to the Company’s knowledge, 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.Representations and Warranties of the Investors

Each Investor hereby, severally and not jointly, represents and warrants to the Company as follows:

1.7 No Registration.  Such Investor understands that the Notes and the Conversion Units, have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.Investment Intent.  Such Investor is acquiring the Notes and the Conversion Units, for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, 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.Investment Experience.  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 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.Speculative Nature of Investment.  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. Such Investor can bear the economic risk of such Investor’s investment and is able, without impairing such Investor’s financial condition, 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.Access to Data.  Such Investor has had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Notes, the Agreements, the exhibits and schedules attached hereto and thereto and the transactions contemplated by the Notes and Agreements, as well as the Company’s business, management and financial affairs, which questions were answered to its satisfaction. 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. Such Investor understands that such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. Such Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, 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. Such Investor also acknowledges that it is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Agreements.Accredited Investor.  The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), 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.Residency.  The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the Schedule of Investors.Rule 144.  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. 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, including among other things, the existence of a public market for the units, 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. 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 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, and that, in such event, the Investor may be precluded from selling such securities under Rule 144, even if the other requirements of Rule 144 have been satisfied. Such Investor acknowledges that, in the event all of the requirements of Rule 144 are not met, 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 understands that, although Rule 144 is not exclusive, 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.No Public Market.  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.AuthorizationSuch Investor has all requisite power and authority to execute and deliver the Agreements, to purchase the Notes and the Conversion Units hereunder and to carry out and perform its obligations under the terms of the Agreements. All action on the part of the Investor necessary for the authorization, execution, delivery and performance of the Agreements, and the performance of all of the Investor’s obligations under the Agreements, has been taken or will be taken prior to the Closing.

(a) The Agreements, when executed and delivered by the Investor, will constitute valid and legally binding obligations of 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, (ii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (iii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

(b) No consent, approval, authorization, order, filing, registration or qualification of or with any court, 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.

1.8 Brokers or Finders.  Such Investor has not engaged any brokers, finders or agents, and neither the Company nor any other Investor has, nor will, incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Agreements.Tax Advisors.  Such Investor has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Agreements. With respect to such matters, such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. 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.Legends.  Such Investor understands and agrees that the Notes and certificates, if any, evidencing the Conversion Units, or any other securities issued in respect of the Notes or the Conversion Units upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, 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, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER

EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”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, unless waived in writing by the applicable Investor purchasing the Units in such Closing:

1.9 Representations and Warranties.  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.Covenants.  All covenants, 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.Blue Sky.  The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Notes and the Conversion Units.Notes.  The Company shall have executed and delivered a Note to the Investor in consideration of the Purchase Price therefor. 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, unless waived in writing by the Company:

1.10 Representations and Warranties.  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.Covenants.  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.Compliance with Securities Laws.  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, if any).Purchase Price.  The Investors shall have paid the applicable Purchase Price for the Notes.Agreements.  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.Miscellaneous

1.11 Amendment.  Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, 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; provided, however, that Investors purchasing Notes in a Closing after the Initial Closing may become parties to this Agreement in accordance with Section 2.1 without any amendment of this Agreement pursuant

to this paragraph or any consent or approval of any other Investor. Any such amendment, waiver, 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. Each Investor acknowledges that by the operation of this paragraph, 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.Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed:if to an Investor, at the Investor’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof;

(a) if to any other holder of any Notes or Conversion Units, at such address, facsimile number or electronic mail address as shown in the Company’s records, or, until any such holder so furnishes an address, facsimile number or electronic mail address to the Company, 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; or

(b) if to the Company, one copy should be sent to [insert Company’s address], [insert facsimile number], Attn: Aron Beierschmitt, or at such other address as the Company shall have furnished to the Investors.

With respect to any notice given by the Company under any provision of the Delaware Limited Liability Company Act, this Agreement, the Notes or the Operating Agreement, each Investor agrees that such notice may be given by facsimile or by electronic mail.

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, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to the electronic mail address set forth on the Schedule of Investors.

1.12 Governing Law.  This Agreement shall be governed in all respects by the internal laws of the State of Delaware.Expenses.  The Company and the Investors shall each pay their own expenses in connection with the transactions contemplated by this Agreement.Successors and Assigns.  This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any Investor without the prior written consent of the Company. Any attempt by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject

to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.Entire Agreement.  This Agreement, including the exhibits attached hereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. 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, representations or covenants except as specifically set forth herein or therein.Delays or Omissions.  Except as expressly provided herein, no delay or omission to exercise any right, 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, power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.Severability.  If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.Facsimile Execution and Delivery.  A facsimile, 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. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, PDF or other reproduction hereof.(signature page follows)

IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.COMPANY:FOUNDATION MOBILE GAMES LLCa Delaware limited liability companyBy: Name: Title:

Signature Page to Convertible Promissory Note Purchase Agreement

FOUNDATION MOBILE GAMES, LLCINVESTOR COUNTERPART SIGNATURE PAGEBy executing and delivering this signature page to Foundation Mobile Games, LLC (the

“Company”), the undersigned hereby agrees that:(1)upon acceptance by of this signature page by the Company, the undersigned hereby becomes an “Investor” under the Company’s Convertible Promissory Note Purchase Agreement, and agrees to be bound by the terms and conditions of the

Agreement as an Investor thereunder; and(2)effective upon automatic conversion of the Note into the Company’s Class B Units pursuant to Section 1(a) of the Note, the undersigned hereby

becomes bound by the terms and conditions of the Company’s limited liability company agreement as a “Class B Member”. For clarity, 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.Capitalized terms used herein and not defined shall have the meanings ascribed to

them in the Convertible Promissory Note Purchase Agreement.Date: June 13, 2011

Signature Name and Title, if Applicable:

Steven Vachani, Managing Director Name to appear on

stock certificate(s): Record Address: Serendipity Ventures Inc. 305 West Broadway, Suite 13 7 New York, NY 10013

Subscription Amount Invested: $11,000

Investor Counterpart Signature Page

EXHIBIT ASCHEDULE OF INVESTORS Initial Closing Investors

InvestorPrincipal Amount

of Note Purchase Price

Serendipity Ventures Inc. $11,000 $11,000305 West Broadway, Suite 137, New York, NY 10013[facsimile number]Vachani@yahoo.com

[Add Subsequent Closing(s), as appropriate][TO BE COMPLETED BY THE COMPANY]

EXHIBIT BFORM OF NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE

SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, 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. FOUNDATION MOBILE GAMES,

LLC _______________ CONVERTIBLE SUBORDINATED PROMISSORY NOTE CN NUMBER: CN-June 8th, 2011 $ 11,000 [City, State] FOR VALUE RECEIVED,

Foundation Mobile Games, LLC, a Delaware limited liability company (the “ Company ”), hereby promises to pay to the order of Serendipity Ventures Inc. (the “ Investor ”), on

demand made by the Required Holders (defined below) on or after June 8th, 2016 (the “ Payment Date ”), subject to the terms of Section 1 herein, the principal amount of eleven

thousand Dollars ($11,000) , without interest. This Note may be prepaid in whole or in part, without premium or penalty. Notwithstanding any other provision of this Note, 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; any payments in excess of such maximum shall be refunded to the Company or credited to

reduce principal hereunder. The outstanding principal amount hereunder shall be payable in a single payment on demand on or after the Payment Date. 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 will be registered on the books of the Company or its agent as to principal. 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. 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. To accomplish such result, the Company and each Investor acknowledges and

agrees that the Required Holders are hereby granted the authority to administer the Notes and to amend, waive, discharge and terminate the Notes by written instrument signed by

the Required Holders. Consistent with the foregoing, 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. Conversion .

(a) Before the Payment Date, upon the earlier of (a) at the written request of “investor” by email or post mail letter, or (b) the issuance and sale of Notes in the aggregate principal amount of at least $300,000, or (c) the closing of a Class B Unit Financing, all of the outstanding principal on the Notes shall automatically convert into Class B Units at $.01 per unit (the “Class B Unit Purchase Price”) and on the additional terms and conditions applicable generally to such Class B Unit Financing. In connection with and as a condition precedent to the conversion of this Note in connection with a Class B Unit Financing, the Investor shall execute and deliver all agreements, 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.

(b) The Company shall provide notice to the holder by mail, postage prepaid or by email or facsimile, 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, (ii) the sale of Notes in the aggregate principal amount of at least $300,000 as soon as possible prior to the date of the closing of the sale of Notes pursuant to which the $300,000 threshold will be met, 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 $300,000, 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.

(c) Upon the occurrence of a conversion provided for in either Section 1(a) hereof, 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. Thereupon, 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. Upon conversion of this Note, the Company will be forever released from all of its liabilities and obligations under this Note with regard to the principal amount being converted, including without limitation the obligation to pay such principal. Notwithstanding the foregoing, 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, or the holder notifies the Company or any such transfer agent that such Note has been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith.

(d) Upon the conversion of the entire principal amount of this Note in accordance with the terms herein, this Note shall be canceled.

2. Acquisition Event . In the event that, prior to the Payment Date or conversion of the Note under Section 1 above, any of the following shall occur: (a) an acquisition of the Company by means of any transaction or series of related transactions (including, without limitation, any reorganization, 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); (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, dissolution or winding up of the Company (each such event, an “Acquisition”), then this Note shall be cancelled and the Investor shall receive in full consideration and satisfaction for the Note, at the option of the Required Holders, 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, immediately prior to the Acquisition,

converted the entire outstanding principal amount of this Note into the Company’s Class B Units at a conversion price of $0.01 per Class B Unit.

3. Transfer and Exchange . The holder of this Note may, prior to maturity thereof, surrender such Note at the principal office of the Company for transfer or exchange. 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, except for any transfer or similar tax which may be imposed on the transfer or exchange, the Company shall issue in exchange therefor another note or notes (each, a “Transferee Note”) for the same aggregate principal amount as the unpaid principal amount of the Note so surrendered, having the same maturity, containing the same provisions and subject to the same terms and conditions as the Note so surrendered. Each Transferee Note shall be made payable to such person or persons, or transferees, as the holder of such surrendered Note may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of principal shall result therefrom. 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, or covered by an effective registration statement under, the Securities Act of 1933, as amended, and the rules and regulations thereunder, and (b) is in compliance with all applicable state securities laws, including without limitation receipt of an opinion of counsel for the Investor (or other holder, as the case may be), which opinion shall be satisfactory to the Company.

4. Events of Default . If any one or more of the following events:

(a) the Company shall (i) make an assignment, or establish a trust, for the benefit of creditors, (ii) petition or apply for the appointment of a liquidator, receiver or the like, (iii) commence, acquiesce in, or consent to any proceeding relating to it under any bankruptcy, insolvency or similar law, or (iv) admit in writing its inability to pay its debts as they mature; or

(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;

shall occur after the date hereof, then, at the option of the Required Holders, the outstanding principal amount shall become immediately due and payable, without presentment, demand, protest or notice. 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 equity or otherwise. All rights and remedies hereunder shall be cumulative and in addition to those provided by law, and may be exercised separately, concurrently, or successively.

5. Subordination . The Company agrees, and the Investor of this Note agrees, that to the extent payment under this Note is not made in units of the Company’s equity, the payment of principal of and all other amounts that may be due in respect of, this Note is hereby expressly subordinated to the prior payment in full of all indebtedness of the Company to banks, equipment

lessors and/or real property lessors at any time outstanding. This Section 5 shall not apply to payments made under this Note in equity of the Company.

6. New Note . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, the Company will issue a new Note, of like tenor and amount and dated the date to which interest has been paid, in lieu of such lost, stolen, destroyed or mutilated Note, and in such event the Investor (or other holder, as the case may be) agrees to indemnify and hold harmless the Company in respect of any such lost, stolen, destroyed or mutilated Note.

7. Expenses of Collection . The Company agrees, subject only to limitations imposed by applicable law, to pay the holder’s reasonable costs in collecting and enforcing this Note, including reasonable attorney’s fees.

8. Amendments and Waivers . This Note (including without limitation the Payment Date hereof) may be amended, and any obligation of the Company hereunder hereof may be waived only with the written consent of the Company and the Required Holders; provided that the substance of any amendment or waiver shall be equally applicable to all the Notes. Any amendment or waiver effected in accordance with this Section 8 shall be binding upon the Company, each Investor and each transferee of this Note. 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.

9. Notice . 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, if personally delivered to the party to whom notice is to be given, or on the fifth business day after mailing, if mailed to the party to whom notice is to be given, by certified mail, return receipt requested, postage prepaid or when delivered via confirmed email or telecopy, and addressed as follows:

if to the Company, at

Foundation Mobile Games, LLC Attn: Aron BeierschmittEmail: aron@foundthefuture.com

if to the holder, at

SERENDIPITY VENTURES INC, Vachani@yahoo.com

10. Successors and Assigns . This Note applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto.

11. Governing Law . 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.

12. Severability . In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, 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, prejudiced, or disturbed thereby.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officer as of the date first above written.

FOUNDATION MOBILE GAMES, LLC

By: Name: Aron BeierschmittTitle: Chief Executive Officer

EXHIBIT C

FORM OF OPERATING AGREEMENT

Provided as a separate document