Face Up Entertainment Group, Inc. Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 8th, 2010 • InTake Communications, Inc. • Services-business services, nec
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Contract
Stock Purchase Agreement • February 11th, 2011 • Game Face Gaming, Inc. • Services-business services, nec • New York

STOCK PURCHASE AGREEMENT, dated as of February 10, 2011 among Punim Chadoshos, LLC, a New York limited liability corporation (the “Buyer”), Game Face Gaming, Inc. f/k/a Intake Communications, Inc., a Florida corporation (the “Company”), and Ron Warren (the “Seller”).

MODIFICATION AND EXTENSION AGREEMENT
Modification and Extension Agreement • August 16th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec

THIS MODIFICATION AND EXTENSION AGREEMENT ('Agreement') is executed as of the 15th day of June, 2012, by and among, Beth Englard (‘Lender’) and Face Up Entertainment Group, Inc. F/K/A Game Face Gaming, Inc., a Florida Corporation ('Company').

CONSULTING AGREEMENT
Consulting Agreement • February 28th, 2011 • Game Face Gaming, Inc. • Services-business services, nec • New York

CONSULTING AGREEMENT, effective as of February 22, 2011 (this “Agreement”), between Alex Lemberg, an individual residing at _______________________________________ (the “Consultant”), and Game Face Gaming, Inc., a Florida corporation (the “Company”).

FORM OF Demand Promissory Note
Demand Promissory Note • March 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec • New York

This agreement being entered into between Game Face Gaming, Inc. located at 20 East Sunrise Hwy Valley Stream, NY 11581 (Hereinafter referred to as the Borrower/s) and the Lender ______ located at ___________ (Hereinafter referred to as the Lender).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 27th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec • New York

THIS NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 29th day of May 2012, by and among Face Up Entertainment Group, Inc., a Florida corporation (the "Company") and the investor identified on Schedule 1 attached hereto (collectively, the "Purchasers").

Contract
Loan Agreement • March 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec

This letter Agreement is dated as of February 27, 2012 and is entered into between Game Face Gaming, Inc., a Florida Corporation with and address at 20 East Sunrise Highway 11581 (“Borrower”) and Corporate Debt Consultants LLC with an address at 2071 Flatbush Avenue, Suite 166 Brooklyn, NY 11234 (“Lender”).

Third Amendment to Note dated August 17, 2011
Third Amendment to Note • March 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec

Reference is made to that certain convertible Promissory Note entered into as of August 17th 2011 between Game face Gaming, Inc, a Florida Corporation and Small Cap Consultants, Inc.

NON-COMPETITION AGREEMENT
Non-Competition Agreement • February 28th, 2011 • Game Face Gaming, Inc. • Services-business services, nec • New York

NON-COMPETITION AGREEMENT, effective as of February 22, 2011 (this “Agreement”), between Punim Chadoshos, Inc., a New York corporation (the “Shareholder”), and Game Face Gaming, Inc., a Florida corporation (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2011 • Game Face Gaming, Inc. • Services-business services, nec • New York

EMPLOYMENT AGREEMENT, effective as of February 22, 2011 (this “Agreement”), between Felix Elinson, an individual residing at 2829 West 5th Street, Brooklyn, New York 11224, on (“Elinson"), and Game Face Gaming, Inc., a Florida corporation (the “Company”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of March 16, 2012 by and between END-IRA, Inc. FBO Serafima Lemberg (the “Seller”) and Special Times For Special Needs Inc. (the “Purchaser”).

Game Face Gaming, Inc. Name /s/ Felix Elinson Felix Elinson Title: CEO Agreed and Accepted: By: /s/ Ryan Mendonca Small Cap Consultants
Exhibit • May 15th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec
Game Face Gaming Inc Poker License Agreement
Poker License Agreement • March 4th, 2011 • Game Face Gaming, Inc. • Services-business services, nec • Florida

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN GAME FACE GAMING INC ,(GFG) a Florida Registered Corp (COMPANY, OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE) on the 3rd of March, 2011

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • March 4th, 2011 • Game Face Gaming, Inc. • Services-business services, nec • New York

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into this day of , 2011, by and among Game Face Gaming, Inc., a Florida corporation (the "Company") and each of the investors identified on Schedule 1 attached hereto (collectively, the "Purchasers").

Fourth Amendment to Note dated October 31, 2011 The Parties agree as follows:
Fourth Amendment to Note • August 16th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec

Reference is made to that certain convertible Promissory Note entered into as of October 31, 2011 between Face Up Entertainment Group, Inc. F/K/A Game Face Gaming, Inc, a Florida Corporation and Small Cap Consultants, Inc. and any and all extensions thereto.

Game Face Gaming Inc Poker License Agreement
Poker License Agreement • March 4th, 2011 • Game Face Gaming, Inc. • Services-business services, nec • Florida

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN GAME FACE GAMING INC ,(GFG) a Florida Registered Corp (COMPANY, OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE)

Third Amendment to Note dated October 31, 2011
Third Amendment to Promissory Note • May 15th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec

Reference is made to that certain convertible Promissory Note entered into as of October 31, 2011 between Game Face Gaming, Inc, a Florida Corporation and Small Cap Consultants, Inc. Reference is also made to that first Amendment dated December 14, 2011, and to the second Amendment dated January 14, 2012.

Fourth Amendment to Note dated August 17, 2011
Fourth Amendment to Note • May 15th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec

Reference is made to that certain convertible Promissory Note entered into as of October 31, 2011 between Game Face Gaming, Inc, a Florida Corporation and Small Cap Consultants, Inc. Reference is also made to that first Amendment dated October 14, 2011, and to the second Amendment dated December 14, 2011, and the third Amendment January 14, 2012

MODIFICATION AND EXTENSION AGREEMENT
Modification and Extension Agreement • August 16th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec

THIS MODIFICATION AND EXTENSION AGREEMENT ('Agreement') is executed as of the 15th day of June, 2012, by and among, Small Cap Consultants, Inc. (‘Lender’) and Face Up Entertainment Group, Inc. F/K/A, Game Face Gaming, Inc., a Florida Corporation ('Company').

Letter Agreement
Loan Agreement • August 16th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec

This letter Agreement is entered into between Face Up Entertainment Group, Inc., a Florida Corporation with and address at 20 East Sunrise Highway 11581 (“Borrower”) and Corporate Debt Consultants LLC with an address at 2071 Flatbush Avenue Suite 166 Brooklyn, NY 11234 (“Lender”) as of August 9, 2012.

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Second Amendment to Note dated October 31, 2011
Second Amendment to Note • March 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec

Reference is made to that certain convertible Promissory Note entered into as of October 31, 2011 between Game face Gaming, Inc, a Florida Corporation and Small Cap Consultants, Inc.

FORM OF MODIFICATION AND EXTENSION AGREEMENT
Modification and Extension Agreement • March 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec

THIS MODIFICATION AND EXTENSION AGREEMENT ('Agreement') is executed as of the 14th day of January, 2012, by and among ________ (‘Lender’) and Game Face Gaming, Inc., a Florida Corporation ('Company').

FORM OF MODIFICATION AND EXTENSION AGREEMENT
Modification and Extension Agreement • March 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec

THIS MODIFICATION AND EXTENSION AGREEMENT ('Agreement') is executed as of the 22nd day of October, 2011, by and among _______ (‘Lender’) and Game Face Gaming, Inc., a Florida Corporation ('Company').

MODIFICATION AND EXTENSION AGREEMENT
Modification and Extension Agreement • May 15th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec

THIS MODIFICATION AND EXTENSION AGREEMENT ('Agreement') is executed as of the 14th day of April, 2012, by and among, L Frankel Irrv Childrens TR (‘Lender’) and Game Face Gaming, Inc., a Florida Corporation ('Company').

Amendment to Note dated August 17, 2011
Convertible Promissory Note • March 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec

Reference is made to that certain convertible Promissory Note entered into as of August 17th 2011 between Game face Gaming, Inc, a Florida Corporation and Small Cap Consultants, Inc.

ADDENDUM TO NOTE PURCHASE AGREEMENT DATED FEBRUARY 27TH 2012
Note Purchase Agreement • March 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec

THIS AMENDMENT TO THE NOTE PURCHASE AGREEMENT ("Agreement") is made and entered as of the 27th of February 2012, by and among Game Face Gaming, Inc., a Florida corporation ("Company") and Corporate Debt Consultants LLC, a New York LLC with an address at 2071 Flatbush Avenue, Suite 166 Brooklyn, NY 11234 (the “Holder”).

Joint Filing Agreement
Joint Filing Agreement • May 9th, 2012 • Game Face Gaming, Inc. • Services-business services, nec

In accordance with Rule 13d-1(k) under the Securities Exchange Act, as amended, the undersigned hereby agree to the joint filing on behalf of each of them on a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.0001 per share, of Face Up Entertainment Group, Inc and that this Agreement be included as an Exhibit to such joint filing.

Fifth Amendment to Note dated August 17, 2011 The Parties agree as follows:
Fifth Amendment to Note • August 16th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec

Reference is made to that certain convertible Promissory Note entered into as of October 31, 2011 between Face Up Entertainment Group, Inc. F/K/A Game Face Gaming, Inc, a Florida Corporation and Small Cap Consultants, Inc. Reference is also made to that First Amendment dated October 14, 2011, to the Second Amendment dated December 14, 2011, to the Third Amendment January 14, 2012, and to the Fourth Amendment dated April 14, 2012

CONTRACT AGREEMENT Monday. November 16. 2009
Contract Agreement • February 28th, 2011 • Game Face Gaming, Inc. • Services-business services, nec
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 28th, 2011 • Game Face Gaming, Inc. • Services-business services, nec • New York

ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of February 22, 2011, among Lember Consulting Inc., a New York corporation (the "Seller") and Game Face Gaming, Inc. a Florida corporation or a wholly-owned subsidiary thereof (the "Purchaser").

Letter Agreement
Loan Agreement • June 27th, 2012 • Face Up Entertainment Group, Inc. • Services-business services, nec

This letter Agreement is entered into between Face Up Entertainment Group, Inc., a Florida Corporation with and address at 20 East Sunrise Highway 11581 (“Borrower”) and DCO Capital Group LLC with an address at 218 Woodside Drive Hewlett, NY 11557 (“Lender”) as of May 29, 2012.

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