GAME CLOSURE INC.


NOTE PURCHASE AGREEMENT


 


This
Note Purchase Agreement
(the “Agreement”) is made as of the 14th day of September, 2011 (the “Effective
Date”) by and among Game Closure Inc., a Delaware corporation (the “Company”), and the
persons named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively,
the “Purchasers”).


 


AGREEMENT 


 


Now,
Therefore, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth
below, the Company and each Purchaser, intending to be legally bound, hereby agree as follows:


 


1.            Amount
and Terms of the Loans


 


1.1           The
Loans. Subject to the terms of this Agreement, each Purchaser agrees to lend to the Company at each Closing (as hereinafter
defined) the amounts set forth opposite each such Purchaser’s name on the Schedule of Purchasers attached hereto (each, a
“Loan Amount” and collectively the “Total Loan Amount” or “Loan”).


 


2.            The
Closing


 


2.1           Closing
Date The closing of the sale and purchase of convertible promissory notes in substantially the form attached hereto as Exhibit
A (each, a “Closing Note” and collectively, the “Closing Notes”)
shall be held on the Effective Date (the “Closing”). At the Closing, the Company shall issue and sell
to the Purchasers, and the Purchasers shall purchase, those First Closing Notes in the amounts as set forth opposite their respective
names in the Schedule of Purchasers for cash. In the event that there is more than one closing, the term “Closing”
shall apply to each such closing, unless otherwise specified herein.


 


2.2           Delivery.
At each Closing (i) each Purchaser shall deliver to the Company a check or wire transfer funds in the amount of such Purchaser’s
portion of the Loan Amount; and (ii) the Company shall issue and deliver to such Purchaser a Note in favor of such Purchaser payable
in the principal amount of such Purchaser’s Loan Amount.


 


3.           Representations,
Warranties and Covenants of the Company


 


The Company hereby represents and warrants to each Purchaser
as follows:


 


3.1           Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to
carry on its business as now conducted and as proposed to be conducted.


 



    	 



    	 



    

 


3.2           Corporate
Power. The Company will have at the date of the Closing all requisite corporate power to execute and deliver this Agreement,
to issue the Notes (collectively, the “Loan Documents”) and to carry out and perform its obligations
under the terms of the Loan Documents. The Company’s Board of Directors has approved the Loan Documents based upon a reasonable
belief that the Loan is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives
and financial situation.


 


3.3           Authorization.
All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution,
delivery and performance of this Agreement by the Company and the performance of the Company’s obligations hereunder, including
the issuance and delivery of the Notes and the reservation of the equity securities issuable upon conversion of the Notes (collectively,
the “Conversion Securities”) has been taken or will be taken prior to the issuance of such Conversion
Securities. The Loan Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the
Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency,
the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The Conversion Securities,
when issued in compliance with the provisions of the Loan Documents will be validly issued, fully paid and nonassessable and free
of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.


 


3.4           Governmental
Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations,
or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery
of this Agreement, the offer, sale or issuance of the Notes and the Conversion Securities issuable upon conversion of the Notes
or the consummation of any other transaction contemplated hereby shall have been obtained and will be effective at the Closing.


 


3.5           Offering.
Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue,
and sale of the Notes and the Conversion Securities are and will be exempt from the registration and prospectus delivery requirements
of the Securities Act of 1933, as amended (the “Act”), and have been registered or qualified (or are
exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state
securities laws.


 


4.            Representations
and Warranties of the Purchasers


 


4.1           Purchase
for Own Account. Each Purchaser represents that it is acquiring the Notes and the Conversion Securities issuable upon the conversion
of such Notes (collectively, the “Securities”) solely for its own account and beneficial interest for
investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling
(in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not
presently have reason to anticipate a change in such intention.


 



    	 



    	 



    

 


4.2           Information
and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in Section 3,
each Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers
necessary or appropriate for deciding whether to acquire the Securities, (ii) represents that it has had an opportunity to ask
questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain
any additional information necessary to verify the accuracy of the information given such Purchaser and (iii) further represents
that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk
of this investment.


 


4.3           Ability
to Bear Economic Risk. Each Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents
that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time
and to suffer a complete loss of its investment.


 


4.4           Further
Limitations on Disposition. Without in any way limiting the representations set forth above, each Purchaser further agrees
not to make any disposition of all or any portion of the Securities unless and until:


 


(a)          There
is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance
with such Registration Statement; or


 


(b)          Such
Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement
of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, such Purchaser shall have
furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require
registration under the Act or any applicable state securities laws, provided that no such opinion shall be required for dispositions
in compliance with Rule 144, except in unusual circumstances.


 


(c)          Notwithstanding
the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer
by such Purchaser to a partner (or retired partner) or member (or retired member) of such Purchaser in accordance with partnership
or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants
or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers
hereunder.


 


4.5           Accredited
Investor Status. Each Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Act.


 


4.6           Further
Assurances. Each Purchaser agrees and covenants that at any time and from time to time it will promptly execute and deliver
to the Company such further instruments and documents and take such further action as the Company may reasonably require in order
to carry out the full intent and purpose of this Agreement and to comply with state or federal securities laws or other regulatory
approvals.


 



    	 



    	 



    

 


5.            Miscellaneous


 


5.1           Binding
Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights,
remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


5.2           Governing
Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among
California residents, made and to be performed entirely within the State of California, without giving effect to conflicts of laws
principles.


 


5.3           Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


5.4           Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 


5.5           Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent to the Company at 530 University Avenue,
#5, Palo Alto, California 94306, and to Purchaser at the addresses set forth on the Schedule of Purchasers attached hereto or at
such other addresses as the Company or Purchaser may designate by ten (10) days advance written notice to the other parties hereto.


 


5.6           Modification;
Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless
in writing and approved by the Company and the Purchasers holding at least a majority of the outstanding principal of the Notes.


 


5.7           Entire
Agreement. This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations,
warranties, covenants and agreements except as specifically set forth herein.


 



    	 



    	 



    

 


In
Witness Whereof,
the parties have executed this Note purchase
Agreement as of the date first written above.


 


	Company:	 
	 	 
	Game Closure Inc.	 
	 	 
	 /s/ Michael Carter	 
	Michael Carter, President	 


 


SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT


 



    	 



    	 



    

 


In
Witness Whereof,
the parties have executed this Note purchase
Agreement as of the date first written above.


 


	Purchasers:	 
	 	 
	Andover Fund, LLC	 
	 	 
	/s/ Craig dos Santos	 
	Craig dos Santos, Managing Director	 
	 	 
	Address:	 
	 	 
	427 N Tatnall St, #61508	 
	Wilmington, Delaware 19801-2230	


  


SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT


 



    	 



    	 



    

 


SCHEDULES AND EXHIBITS 


 


Schedule of Purchasers


 


Exhibit A: Form of Closing Convertible Promissory Note


 



    	 



    	 



    

 


SCHEDULE OF PURCHASERS


 


	 	 	First Closing	 
	Name and Address	 	Loan Amount	 
	 	 	 	 	 
	Andover Fund	 	$	80,000.00	 
	 	 	 	 	 
	TOTAL	 	$	80,000.00	 



 



    	 



    	 



    

  


Exhibit A


 


Form of Closing Convertible Promissory Note


 



    	 



    	 



    

 






 


THIS CONVERTIBLE PROMISSORY NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO SALE OR DISPOSITION MAY BE EFFECTED, EXCEPT
IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION. 


 


CONVERTIBLE PROMISSORY NOTE 


 


	$80,000	September 14th, 2011
	 	Palo Alto, California


  


For
Value Received, Game Closure Inc., a Delaware corporation (“Borrower”), hereby promises to
pay to the order of Andover FundD (“Lender”),
in lawful money of the United States of America and in immediately available funds, the principal sum of Eighty-Thousand Dollars
($80,000.00) together with accrued and unpaid interest thereon, each due and payable on the date and in the manner set forth below.


 


1.           Interest
Rate. Borrower promises to pay interest on the outstanding principal amount hereof from the date hereof until payment in full,
which interest shall be payable at the rate of two percent (2%) per annum or the maximum rate permissible by law (which under the
laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans),
whichever is less. Interest shall be calculated on the basis of a 365-day year for the actual number of days elapsed.


 


2.         Application
of Payments. Payment on this Note shall be applied first to accrued interest, and thereafter to the outstanding principal balance
hereof.


 


3.          Mandatory
Conversion. In the event that Borrower issues and sells shares of its Preferred Stock (the “Preferred Stock”)
to investors in a bonafide equity financing of at least $1,000,000, including conversion of this Note (the “Financing”)
prior to the Maturity Date (as defined below), then the outstanding principal balance and unpaid accrued interest of this Note
shall automatically convert in whole without any further action by Lender into the number of shares of such series of Preferred
Stock equal to the number obtained by dividing the aggregate amount of principal outstanding under this Note and any accrued interest
hereunder by an amount equal to the lesser of (a) 100% of the purchase price for the Preferred Stock in the Financing, or (b) the
price per share of such Preferred Stock assuming a $16,000,000 fully diluted pre-money valuation of the Company.


 



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4.          Acquisition.
If this Note has not been converted in accordance with the terms of Section 3 above, and, if at any time before the Maturity Date
(as defined below), Borrower has a Change of Control (as defined below), then the Lender shall have the option to either (a) convert
the Note in whole into the number of shares of Common Stock of the Company equal to the number obtained by dividing the aggregate
amount of principal outstanding under this Note and any accrued interest hereunder by an amount equal to the price per share of
such Common Stock assuming a $16,000,000 fully diluted pre-money valuation of the Company or (b) cancel the principal and all accrued
interest under this Note and receive an amount equal to three times (3.0x) the amount of cancelled principal and accrued interest.


 


For the purposes of this Note, the term “Change
of Control” shall mean the sale, conveyance or other disposition of all or substantially all of the Company’s property
or business or the Company’s merger with or into or consolidation with any other corporation, limited liability company or
other entity (other than a wholly owned subsidiary of the Company), provided that the term “Change of Control” shall
not include a merger of the Company effected exclusively for the purpose of changing the domicile of the Company, an equity financing
in which the Company is the surviving corporation, or a transaction in which the stockholders of the Company immediately prior
to the transaction own 50% or more of the voting power of the surviving corporation following the transaction.


 


5.          Maturity.
Unless this Note has been converted in accordance with the terms of Sections 3 or 4 above, the outstanding principal balance and
unpaid accrued interest of this Note shall become fully due and payable on September 14th, 2013 (the “Maturity Date”).


 


6.          Prepayment.
This Note may be prepaid by the Borrower at any time prior to the Maturity Date with the prior written consent of the Lender.


 


7.          Unsecured
and Subordinated. The indebtedness represented by this Note is unsecured and the Lender acknowledges and agrees that the obligation
of the Borrower to make payment on this Note is expressly subordinated in right of payment to the prior payment in full of all
of the Borrower’s commercial finance lenders, insurance companies, lease financing institutions or other lending institutions
approved by the Borrower’s Board of Directors and regularly engaged in the business of lending money.


 


8.          Waiver.
Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay
all costs of collection when incurred, including, and without limitation, reasonable attorneys’ fees, costs and other expenses.
The right to plead any and all statutes of limitations as a defense to any demands hereunder is hereby waived to the full extent
permitted by law.


 


9.          Governing
Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding
conflict of laws principles that would cause the application of laws of any other jurisdiction.


 


10.       Successors
and Assigns. The provisions of this Note shall inure to the benefit of and be binding on any successor to Borrower and shall
extend to any holder hereof.


 


11.       Amendment.
Any provision of this Note may be amended or waived by the written consent of the Borrower and the Lender.


 



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Borrower

	Game Closure Inc.
	 	 
	 	 /s/ Michael Carter
	 	Michael Carter,
	 	President
	 	 
	Lender	Andover Fund
	 	 
	 	/s/ Craig dos Santos
	 	Craig dos Santos,
	 	Managing Director