1,600,000 Shares Zoo Entertainment, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2010 • Zoo Entertainment, Inc • Services-prepackaged software • California
Subject to the terms and conditions stated herein, Zoo Entertainment, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,600,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company has granted the Underwriters the option to purchase an aggregate of up to 240,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Additional Shares are collectively referred to as the “Shares.” Roth Capital Partners, LLC (the “Representative”) shall act as the representative of the several Underwriters.
NON-QUALIFIED STOCK OPTION AGREEMENT ZOO ENTERTAINMENT, INC.Non-Qualified Stock Option Agreement • March 31st, 2010 • Zoo Entertainment, Inc • Services-prepackaged software • Delaware
WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $0.001 par value per share (the “Shares”), [outside of/pursuant to] the Company’s 2007 Employee, Director and Consultant Stock Plan, as amended (the “Plan”) [(but otherwise subject to and governed by all of the terms and conditions of the Plan, except for Section 4(c) thereof, and this Agreement)];
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2012 • Zoo Entertainment, Inc • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”), is made and entered into as of March 21, 2012, by and among Zoo Entertainment, Inc., a Delaware corporation (the “Company”), and MMB Holdings LLC, a Delaware limited liability company (“Investor”).
SECURITY AGREEMENTSecurity Agreement • July 11th, 2008 • Driftwood Ventures, Inc. • Metal mining • New York
SECURITY AGREEMENT, dated as of July 7, 2008 (this "Agreement") made by GREEN SCREEN INTERACTIVE SOFTWARE, INC., a Delaware corporation (the "Company"), and the undersigned subsidiaries of the Company (each a "Grantor" and collectively and together with the Company the "Grantors"), in favor of DRIFTWOOD VENTURES, INC., a Delaware corporation (the “Buyer”).
ZOO ENTERTAINMENT, INC. WARRANT TO PURCHASE COMMON STOCKZoo Entertainment, Inc • July 26th, 2011 • Services-prepackaged software • New York
THIS CERTIFIES THAT, for value received, Mark Seremet, or permitted registered assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Zoo Entertainment, Inc., a Delaware corporation (the “Company”) up to 11,990 shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”). This warrant is issued by the Company as of the date hereof (the “Warrant”) pursuant to that certain Securities Purchase Agreement between the Company and each of the Investors listed on the Schedule of Investors attached thereto as Exhibit A, dated as of July 13, 2011 (the “Purchase Agreement”).
Shares Zoo Entertainment, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2010 • Zoo Entertainment, Inc • Services-prepackaged software • California
Subject to the terms and conditions stated herein, Zoo Entertainment, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [__________] authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), and Focus Capital Partners, LLC (the “Selling Stockholder”) agrees to sell to the Underwriters an aggregate of [__________] shares of Common Stock (the “Secondary Shares” and, together with the Underwritten Shares, the “Firm Shares”). The Company has granted the Underwriters the option to purchase an aggregate of up to [___________] additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Additional Shares are collectively referred to as the “Shares.” Roth Capital Partners, LLC (the “Representative”)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 13, 2011, by and among Zoo Entertainment, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENT AND FINANCING STATEMENTSecurity Agreement And • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining
THIS SECURITY AGREEMENT AND FINANCING STATEMENT is made this 20th day of August, 2001, between TRANSCAP TRADE FINANCE, an Illinois general partnership (the "SECURED PARTY"), and DESTINATION SOFTWARE, INC., a New Jersey corporation (the "DEBTOR"), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2013 • IndiePub Entertainment, Inc. • Services-prepackaged software • Ohio
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 4th day of January, 2013 between Mark Seremet (“Executive”) and indiePub Entertainment, Inc. (the “Company”).
CONTINUING UNCONDITIONAL GUARANTYContinuing Unconditional Guaranty • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
WHEREAS, Zoo Publishing, Inc., a New Jersey corporation (“Seller”) has executed and delivered that certain Deficiency Promissory Note dated of essentially even date herewith made payable to WORKING CAPITAL SOLUTIONS, INC. (“Purchaser”) in the original principal amount of $340,000.00, and has entered into that certain Termination Agreement Under Factoring and Security Agreement dated of essentially even date herewith with Purchaser (as amended, amended and restated or otherwise modified from time to time, the “Credit Documents”) pursuant to which Seller is to repay all amounts owed to Purchaser under that certain Factoring and Security Agreement dated September 9, 2009 (the “Factoring Agreement”);
SONY COMPUTER ENTERTAINMENT AMERICA INC. AND DESTINATION SOFTWARE INC. PLAYSTATION®2 CD-ROM/DVD-ROM LICENSED PUBLISHER AGREEMENTLicensed Publisher Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • California
This LICENSED PUBLISHER AGREEMENT (the “Agreement” or “LPA”), entered into as of the 20th day of November, 2002 (the “Effective Date”), by and between SONY COMPUTER ENTERTAINMENT AMERICA INC., with offices at 919 E. Hillsdale Boulevard, Foster City, CA 94404 (hereinafter “SCEA”), and Destination Software Inc., with offices at 400 North Church Street, #260, Moorsetown, NJ, 08057 (hereinafter Publisher”).
REAFFIRMATION OF GUARANTYReaffirmation of Guaranty • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
REAFFIRMATION OF GUARANTY, dated as of June 24, 2011, made by Zoo Entertainment, Inc. (the “Guarantor”) in favor of Panta Distribution, LLC (“Panta”), in respect of the Guaranty, as defined below.
AMENDMENT NO. 4 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTESenior Secured Convertible Promissory Note • November 23rd, 2009 • Zoo Entertainment, Inc • Services-prepackaged software
This Amendment No. 4 (this “Amendment”), dated as of October [__], 2009, is entered into by and among Zoo Entertainment, Inc. (the “Company”) and the undersigned holders of the Notes (as defined below) representing the Requisite Holders (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2007 • Driftwood Ventures, Inc. • Metal mining
THIS SECURITIES PURCHASE AGREEMENT is entered into as of October 1, 2007 (this “Agreement”), by and among the sellers listed on Schedule A attached hereto (collectively, the “Sellers” and individually each a “Seller”), on the one hand, and each of the buyers identified on Schedule B attached hereto (collectively, the “Buyers” and individually, each a “Buyer”). Each party to this Agreement is referred to herein as a “Party,” and they are all referred to collectively as “Parties.”
ContractZoo Entertainment, Inc • August 2nd, 2012 • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE STATE ACTS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2009 • Zoo Entertainment, Inc • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 16, 2009, by and among Zoo Entertainment, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • April 16th, 2012 • Zoo Entertainment, Inc • Services-prepackaged software
This Fourth Amendment (this “Amendment”) is executed and delivered as of February 29, 2012, to amend that certain Second Amended and Restated Factoring and Security Agreement, dated as of October 28, 2011, as amended by (a) the First Amendment thereto, dated as of January 5, 2012, (b) the Second Amendment thereto, dated as of January 30, 2012, and (c) the Third Amendment thereto, dated as of February 14, 2012 (as may be further amended, modified, supplemented or restated from time to time, the “Factoring Agreement”), by and among Zoo Publishing, Inc., a New Jersey corporation (the “Seller”), the Holders (as defined therein), and MMB Holdings, LLC, a Delaware limited liability company (in its capacity as agent for the Holders, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Factoring Agreement.
EXCLUSIVE DISTRIBUTION AGREEMENT BETWEEN SOLUTIONS 2 GO INC. AND ZOO PUBLISHING, INC.Exclusive Distribution Agreement • November 23rd, 2009 • Zoo Entertainment, Inc • Services-prepackaged software • California
The parties to this Exclusive Distribution Agreement (“Agreement”) dated August 31, 2009 (the “Effective Date”) are SOLUTIONS 2 GO Inc., a Canadian corporation (“DISTRIBUTOR”); and ZOO PUBLISHING, INC., a New Jersey corporation (“PUBLISHER”).
SECURITY AGREEMENTSecurity Agreement • October 2nd, 2008 • Driftwood Ventures, Inc. • Metal mining • New York
This SECURITY AGREEMENT (the “Agreement”) is entered into as of September 25, 2008 by and among Driftwood Ventures, Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (each individually a “Purchaser” and collectively, the “Purchasers”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 2nd, 2008 • Driftwood Ventures, Inc. • Metal mining • Delaware
This Note Purchase Agreement (the “Agreement”) is made as of September 26, 2008 (the “Effective Date”) by and among DRIFTWOOD VENTURES, Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENT MMB Holdings LLC, as Lender, andLoan and Security Agreement • April 16th, 2012 • Zoo Entertainment, Inc • Services-prepackaged software • Delaware
This Loan and Security Agreement (as amended, restated, modified or supplemented from time to time, this “Agreement”) is made as of March 9, 2012 (the “Closing Date”), among Zoo Entertainment, Inc., a Delaware corporation (“Zoo Entertainment”), Zoo Games, Inc., a Delaware corporation (“Zoo Games”), Zoo Publishing, Inc., a New Jersey corporation (“Zoo Publishing”), and indiePub, Inc., a Delaware corporation (“indiePub,” and, together with Zoo Entertainment, Zoo Games and Zoo Publishing, the “Borrowers”), and MMB Holdings LLC, a Delaware limited liability company (the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2010 • Zoo Entertainment, Inc • Services-prepackaged software • New York
EMPLOYMENT AGREEMENT, dated as of February 15, 2010, by and between Zoo Publishing, Inc., a New Jersey corporation with its offices at 3805 Edwards Road, Cincinnati, Ohio 45209 (the “Company”), and Steve Buchanan, an individual residing at ________________(“Executive”).
DDK CONSULTINGDDK Consulting • June 2nd, 2008 • Driftwood Ventures, Inc. • Metal mining • California
This letter agreement (the “Agreement”) will confirm our understanding regarding the business relationship between DDK Consulting (“DDK”) and Driftwood Ventures, Inc. (“Driftwood”), a Delaware corporation.
AGREEMENT AND PLAN OF MERGER AMONG DRIFTWOOD VENTURES, INC., DFTW MERGER SUB, INC. AND GREEN SCREEN INTERACTIVE SOFTWARE, INC. Dated as of July 7, 2008Agreement and Plan of Merger • July 11th, 2008 • Driftwood Ventures, Inc. • Metal mining • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), made and entered into as of July 7, 2008 by and among DRIFTWOOD VENTURES, INC., a Delaware corporation (“Parent”), DFTW MERGER SUB, INC., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), GREEN SCREEN INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “Company”), and Ron Chaimowitz (the “Representative”). Parent, Merger Sub and the Company are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 17th, 2008 • Driftwood Ventures, Inc. • Metal mining
This Amendment No. 1 to the Note Purchase Agreement, dated as of July 15, 2008 (this “Amendment”) amends that certain Note Purchase Agreement, entered into as of July 7, 2008, by and among Driftwood Ventures, Inc., a Delaware corporation (the “Company”) and the purchasers listed on the schedule thereto (the “Note Purchase Agreement”) (capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Note Purchase Agreement).
INDIVIDUAL GUARANTY THIS DOCUMENT CONTAINS A WAIVER OF TRIAL BY JURYIndividual Guaranty • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
FOR GOOD AND VALUABLE CONSIDERATION, and to induce Creditor to extend financial accommodations to Debtor (as defined below) Guarantor agrees as follows:
Termination Agreement Under Factoring and Security AgreementTermination Agreement Under Factoring and Security Agreement • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
This Termination Agreement Under Factoring and Security Agreement (this “Agreement”) is entered into this 24 day of June, 2011, by and between Zoo Publishing, Inc., a New Jersey corporation (the “Seller”), and Working Capital Solutions, Inc., a Delaware corporation (the "Purchaser").
BANK OF SCOTLANDDriftwood Ventures, Inc. • September 18th, 2008 • Metal mining
We write to confirm the terms and conditions of the above Agreement are amended as follows. Please sign and date the enclosed copy of this letter and return for the attention of Legal & Recoveries at the address detailed above. The amendments will become effective upon receipt of the signed and dated letter.
EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2009 • Zoo Entertainment, Inc • Metal mining • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 14th day of January, 2009 between Mark Seremet (“Executive”) and Zoo Games, Inc. (the “Company”).
CONFIDENTIAL LICENSE AGREEMENT FOR NINTENDO DS (Western Hemisphere)Confidential License Agreement • September 18th, 2008 • Driftwood Ventures, Inc. • Metal mining • Washington
THIS LICENSE AGREEMENT ("Agreement") is entered into between NINTENDO OF AMERICA INC. ("NOA"), at 4820 150th Avenue N.E., Redmond, WA 98052 Attn: General Counsel (Fax: 425-882-3585) and DESTINATION SOFTWARE INC. ("LICENSEE") at 137 Hurffville Cross-Keys Road, Suite C, Sewell, NJ 08080, Attn: Susan Kain (Fax: 856.262.0066). NOA and LICENSEE agree as follows:
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTAnd Restated Trademark Security Agreement • November 3rd, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
This Amended and Restated Trademark Security Agreement (this “Agreement”) dated as of October 28, 2011, is made by ZOO GAMES, INC., a Delaware corporation (“Grantor”) in favor of MMB HOLDINGS LLC, a Delaware limited liability company (“Secured Party”) as agent for Holders (as defined below).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2012 • IndiePub Entertainment, Inc. • Services-prepackaged software • Delaware
This First Amendment to Loan and Security Agreement (this “Amendment”) is made as of July 30, 2012 (the “Amendment Date”), among indiePub Entertainment, Inc., a Delaware corporation (formerly known as Zoo Entertainment, Inc.) (“indiePub Entertainment”), Zoo Games, Inc., a Delaware corporation (“Zoo Games”), Zoo Publishing, Inc., a New Jersey corporation (“Zoo Publishing”), and indiePub, Inc., a Delaware corporation (“indiePub,” and, together with indiePub Entertainment, Zoo Games and Zoo Publishing, the “Borrowers”), and MMB Holdings LLC, a Delaware limited liability company (the “Lender”).
Amendment No. 1 to Letter AgreementLetter Agreement • November 21st, 2007 • Driftwood Ventures, Inc. • Metal mining
THIS AMENDMENT is made this 21st day of November, 2007, by and between Trinad Capital Master Fund, Ltd. (“Trinad”) and Driftwood Ventures, Inc. (the “Company”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • April 16th, 2012 • Zoo Entertainment, Inc • Services-prepackaged software
This Second Amendment (this “Amendment”) is executed and delivered as of January 27, 2012, to amend that certain Second Amended and Restated Factoring and Security Agreement, dated as of October 28, 2011, as amended by the First Amendment thereto, dated as of January 5, 2012 (as may be further amended, modified, supplemented or restated from time to time, the “Factoring Agreement”), by and among Zoo Publishing, Inc., a New Jersey corporation (the “Seller”), the Holders (as defined therein), and MMB Holdings, LLC, a Delaware limited liability company (in its capacity as agent for the Holders, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Factoring Agreement.
ContractIndiePub Entertainment, Inc. • August 14th, 2012 • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE STATE ACTS.
