0001078782-10-000374 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2010 • Left Behind Games Inc. • Services-prepackaged software • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made ___________, 2010, by and between Left Behind Games Inc., a Washington corporation (the “Company”), and William R. Bean (the “Executive”).

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 26th, 2010 • Left Behind Games Inc. • Services-prepackaged software • California

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of February 22, 2010, by and among DIGITAL PRAISE, INC., a California corporation (the “Company”), and LEFT BEHIND GAMES INC., a Washington corporation (“Holder”).

NONCOMPETE AGREEMENT
Noncompete Agreement • February 26th, 2010 • Left Behind Games Inc. • Services-prepackaged software • California

THIS NONCOMPETE AGREEMENT (this “Agreement”) is made and entered into effective as of ____________, 2010, by and between Left Behind Games Inc., a Washington corporation (“LBG”), and _________________(“[NAME]”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG LEFT BEHIND GAMES INC., DP ACQUISITION, INC., DIGITAL PRAISE, INC. AND PATRICIA K. MATTES, AS SHAREHOLDERS' AGENT FEBRUARY 22, 2010
Merger Agreement • February 26th, 2010 • Left Behind Games Inc. • Services-prepackaged software • California
VOTING AGREEMENT
Voting Agreement • February 26th, 2010 • Left Behind Games Inc. • Services-prepackaged software • Washington

THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of ______________, 2010, by and among LEFT BEHIND GAMES INC., a Washington corporation (the “Company”), and the individuals identified as “Voting Parties” on the signature page hereto and who execute a counterpart signature page to this Agreement (each individually, a “Voting Party” and collectively, the “Voting Parties”). The Company and the Voting Parties are referred to herein individually as a “Party” and collectively as the “Parties.”

LOCK-UP AGREEMENT
Lock-Up Agreement • February 26th, 2010 • Left Behind Games Inc. • Services-prepackaged software • California

THIS LOCK-UP AGREEMENT (the "Agreement") is entered into this Agreement this _____ day of February, 2010, by __________________ (the "Shareholder"), a shareholder of Left Behind Games Inc., a Washington corporation (the "Company"), for the benefit of the Company.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2010 • Left Behind Games Inc. • Services-prepackaged software • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of ____________, 2010, by and among Left Behind Games Inc., a Washington corporation (the “Company”), and the holders of Common Stock of the Company (the “Common Stock”) listed on Schedule A (each, a “Shareholder” and collectively, the “Shareholders”).

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