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
Agreement and Plan of Merger • 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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