GUARANTY
GUARANTY,
dated as of July 7, 2008 made by each of the undersigned (the
"Guarantor"),
in
favor of DRIFTWOOD VENTURES, INC., a Delaware corporation (the "Buyer").
WITNESSETH:
WHEREAS,
Green Screen Interactive Software, Inc.,
a
Delaware corporation (the "Company")
and
Buyer are parties to a Securities Purchase Agreement dated the date hereof
(as
amended, restated or otherwise modified from time to time, the "Securities
Purchase Agreement");
WHEREAS,
it is a condition precedent to the Buyer that the Guarantor executes and
delivers to the Buyer a guaranty guaranteeing all of the obligations of the
Company under the Securities Purchase Agreement and the Note (defined below);
and
WHEREAS,
the Guarantor has determined that its execution, delivery and performance of
this Guaranty directly benefit, and are within the corporate purposes and in
the
best interests of, the Guarantor;
NOW,
THEREFORE, in consideration of the premises and the agreements herein and in
order to induce the Buyer to perform under the Securities Purchase Agreement,
the Guarantor hereby agrees with Buyer as follows:
SECTION
1. Definitions.
Reference is hereby made to the Securities Purchase Agreement and the "Notes"
(as defined therein) issued pursuant thereto (as such Notes may be amended,
restated, replaced or otherwise modified from time to time in accordance with
the terms thereof, collectively, the "Notes")
for a
statement of the terms thereof. All terms used in this Guaranty, which are
defined in the Securities Purchase Agreement or the Notes and not otherwise
defined herein, shall have the same meanings herein as set forth therein.
SECTION
2. Guaranty.
The
Guarantor hereby unconditionally and irrevocably, guaranties the punctual
payment, as and when due and payable, by stated maturity or otherwise, of all
obligations of the Company from time to time owing by it in respect of the
Securities Purchase Agreement, the Notes and the other "Transaction Documents"
(as defined in the Securities Purchase Agreement), including, without
limitation, all interest that accrues after the commencement of any Insolvency
Proceeding of the Company or the Guarantor, whether or not the payment of such
interest is unenforceable or is not allowable due to the existence of such
Insolvency Proceeding), and all fees, commissions, expense reimbursements,
indemnifications and all other amounts due or to become due under any of the
Transaction Documents (such obligations, to the extent not paid by the Company,
being the "Guaranteed
Obligations"),
and
agrees to pay any and all expenses (including reasonable counsel fees and
expenses) reasonably incurred by the Buyer in enforcing any rights under this
Guaranty. Without limiting the generality of the foregoing, the Guarantor's
liability hereunder shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by the Company to the Buyer under
the
Securities Purchase Agreement and the Notes but for the fact that they are
unenforceable or not allowable due to the existence of an Insolvency Proceeding
involving the Guarantor or the Company (each, a "Transaction
Party").
(a)
The
Guarantor guaranties that the Guaranteed Obligations will be paid strictly
in
accordance with the terms of the Transaction Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting
any
of such terms or the rights of the Buyer with respect thereto. The obligations
of the Guarantor under this Guaranty are independent of the Guaranteed
Obligations, and a separate action or actions may be brought and prosecuted
against the Guarantor to enforce such obligations, irrespective of whether
any
action is brought against any Transaction Party or whether any Transaction
Party
is joined in any such action or actions. The liability of the Guarantor under
this Guaranty shall be irrevocable, absolute and unconditional irrespective
of,
and the Guarantor hereby irrevocably waives, to the extent permitted by law,
any
defenses it may now or hereafter have in any way relating to, any or all of
the
following:
(i) any
lack
of validity or enforceability of any Transaction Document or any agreement
or
instrument relating thereto;
(ii) any
change in the time, manner or place of payment of, or in any other term of,
all
or any of the Guaranteed Obligations, or any other amendment or waiver of or
any
consent to departure from any Transaction Document, including, without
limitation, any increase in the Guaranteed Obligations resulting from the
extension of additional credit to any Transaction
Party
or
otherwise;
(iii) any
taking, exchange, release or non-perfection of any Collateral, or any taking,
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Guaranteed Obligations;
(iv) any
change, restructuring or termination of the corporate, limited liability company
or partnership structure or existence of any Transaction
Party;
or
(v) any
other
circumstance (including any statute of limitations) or any existence of or
reliance on any representation by the Buyer that might otherwise constitute
a
defense available to, or a discharge of, any Transaction Party or any other
guarantor or surety.
This
Guaranty shall continue to be effective or be reinstated, as the case may be,
if
at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by the Buyer
or any
other Person upon the insolvency, bankruptcy or reorganization of any
Transaction Party or otherwise, all as though such payment had not been
made.
-2-
(b)
This
Guaranty is a continuing guaranty and shall (i) remain in full force and effect
until the indefeasible cash payment in full of the Guaranteed Obligations (other
than inchoate indemnity obligations) and payment of all other amounts payable
under this Guaranty and shall not terminate for any reason prior to the
respective date of Maturity of each Note (other than payment in full of the
Notes) and (ii) be binding upon the Guarantor and its successors and assigns.
This Guaranty shall inure to the benefit of and be enforceable by the
Buyer
and its
successors, and permitted pledgees, transferees and assigns. Without limiting
the generality of the foregoing sentence, the Buyer may pledge, assign or
otherwise transfer all or any portion of its rights and obligations under and
subject to the terms of any Transaction Document to any other Person, and such
other Person shall thereupon become vested with all the benefits in respect
thereof granted to Buyer herein or otherwise, in each case as provided in the
Securities Purchase Agreement or such Transaction Document.
SECTION
4. Waivers.
To the
extent permitted by applicable law, the Guarantor hereby
waives promptness, diligence, notice of acceptance and any other notice with
respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that the Buyer exhaust any right or take any action against any
Transaction Party or any other Person or any Collateral. The Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated herein and that the waiver set forth in
this
Section 4 is knowingly made in contemplation of such benefits. The
Guarantor hereby waives any right to revoke this Guaranty, and acknowledges
that
this Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future.
SECTION
5. Subrogation.
The
Guarantor may not exercise any rights that it may now or hereafter acquire
against any Transaction Party or any other guarantor that arise from the
existence, payment, performance or enforcement of the Guarantor's obligations
under this Guaranty, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Buyer against any Transaction Party
or
any other guarantor or any Collateral, whether or not such claim, remedy or
right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from any Transaction Party
or
any other guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security solely on account of such
claim, remedy or right, unless and until all of the Guaranteed Obligations
(other than inchoate indemnity obligations) and all other amounts payable under
this Guaranty shall have indefeasibly
been
paid
in full in cash. If any amount shall be paid to the Guarantor in violation
of
the immediately preceding sentence at any time prior to the later of the payment
in full in cash of the Guaranteed Obligations and all other amounts payable
under this Guaranty, such amount shall be held in trust for the benefit of
the
Buyer and shall forthwith be paid to the Buyer to be credited and applied to
the
Guaranteed Obligations and all other amounts payable under this Guaranty,
whether matured or unmatured, in accordance with the terms of the Transaction
Document, or to be held as Collateral for any Guaranteed Obligations or other
amounts payable under this Guaranty thereafter arising. If (a) the
Guarantor shall make payment to the Buyer of all or any part of the Guaranteed
Obligations, and (b) all of the Guaranteed Obligations (other than inchoate
indemnity obligations) and all other amounts payable under this Guaranty shall
indefeasibly
be
paid
in full in cash, the Buyer will, at the Guarantor's request and expense, execute
and deliver to the Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation
to
the Guarantor of an interest in the Guaranteed Obligations resulting from such
payment by the Guarantor.
-3-
SECTION
6. Representations,
Warranties and Covenants.
The
Guarantor hereby represents and warrants as follows:
(a)
The
Guarantor (i) is a corporation, limited liability company or limited partnership
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization as set forth on the first page hereof, (ii)
has
all requisite power and authority to conduct its business as now conducted
and
as presently contemplated and to execute and deliver this Guaranty and each
other Transaction Document to which the
Guarantor
is a
party, and to consummate the transactions contemplated hereby and thereby and
(iii) is duly qualified to do business and is in good standing in each
jurisdiction in which the character of the properties owned or leased by it
or
in which the transaction of its business makes such qualification necessary,
except where the failure to be so qualified would not result in a Material
Adverse Effect.
(b)
The
execution, delivery and performance by the
Guarantor
of this
Guaranty and each other Transaction Document to which the
Guarantor
is a
party (i) have been duly authorized by all necessary action, (ii) do not and
will not contravene its charter or by-laws, or any applicable law or any
contractual restriction binding or otherwise affecting on the
Guarantor
or its
properties, (iii) do not and will not result in or require the creation of
any
lien (other than pursuant to any Transaction Document) upon or with respect
to
any of its properties, and (iv) do not and will not result in any default,
noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal
of
any permit, license, authorization or approval applicable to it or its
operations or any of its properties.
(c)
No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority is required in connection with the due execution,
delivery and performance by the
Guarantor
of this
Guaranty or any of the other Transaction Documents to which the
Guarantor
is a
party.
(d)
Each
of
this Guaranty and the other Transaction Documents to which the
Guarantor
is or
will be a party, when delivered, will be, a legal, valid and binding obligation
of the
Guarantor,
enforceable against the
Guarantor
in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, suretyship or other similar laws.
(e)
There
is
no pending or, to the best knowledge of the
Guarantor,
threatened action, suit or proceeding affecting the
Guarantor
or to
which any of the properties of the
Guarantor
is
subject, before any court or other governmental authority or any arbitrator
that
(i) if adversely determined, could reasonably be expected to have a
Material Adverse Effect (other than as disclosed on Schedule 3(t) of the
Securities Purchase Agreement) or (ii) relates to this Guaranty or any of
the other Transaction Documents to which the
Guarantor
is a
party or any transaction contemplated hereby or thereby.
(f)
The
Guarantor (i) has read and understands the terms and conditions of the
Securities Purchase Agreement and the other Transaction Documents, and
(ii) now has and will continue to have independent means of obtaining
information concerning the affairs, financial condition and business of the
Transaction Parties, and has no need of, or right to obtain from any Buyer,
any
credit or other information concerning the affairs, financial condition or
business of the Transaction Parties that may come under the control of any
Buyer.
-4-
(g)
The
Guarantor
covenants and agrees that until indefeasible full and final payment of the
Guaranteed Obligations, it will comply with each of the covenants (except to
the
extent applicable only to a public company) which are set forth in Section
4 of
the Securities
Purchase Agreement
as if
the
Guarantor
were a
party thereto.
SECTION
7. Right
of Set-off.
Upon
the occurrence and during the continuance of any Event of Default, any
Buyer may, and is hereby authorized to, at any time and from time to time,
without notice to the Guarantor (any such notice being expressly waived by
the
Guarantor) and to the fullest extent permitted by law, set-off and apply any
and
all deposits (general or special, time or demand, provisional or final) at
any
time held and other indebtedness at any time owing by any Buyer to or for the
credit or the account of the Guarantor against any and all obligations of the
Guarantor now or hereafter existing under this Guaranty or any other Transaction
Document, irrespective of whether or not any Buyer shall have made any demand
under this Guaranty or any other Transaction Document and although such
obligations may be contingent or unmatured. Each Buyer agrees to notify the
Guarantor promptly after any such set-off and application made by such Buyer,
provided that the failure to give such notice shall not affect the validity
of
such set-off and application. The rights of the Buyer
under
this Section 7 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Buyer
may have
under this Guaranty or any other Transaction Document in law or
otherwise.
SECTION
8. Notices,
Etc.
All
notices and other communications provided for hereunder shall be in writing
and
shall be mailed, telecopied or delivered, if to the Guarantor, to it at its
address set forth on the signature page hereto, or if to any Buyer, to it at
its
respective address set forth in the Securities Purchase Agreement; or as to
either such Person at such other address as shall be designated by such Person
in a written notice to such other Person complying as to delivery with the
terms
of this Section 8. All such notices and other communications shall be effective
(i) if mailed (by certified mail, postage prepaid and return receipt requested),
when received or three Business Days after deposited in the mails, whichever
occurs first; (ii) if telecopied, when transmitted and confirmation is received,
provided same is on a Business Day and, if not, on the next Business Day; or
(iii) if delivered by hand, upon delivery, provided same is on a Business Day
and, if not, on the next Business Day.
-5-
SECTION
9. CONSENT
TO JURISDICTION; SERVICE OF PROCESS AND VENUE.
ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER
TRANSACTION DOCUMENT MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX
IN
THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY
AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
EACH
GUARANTOR HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF
NEW
YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF
ANY
OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS
ADDRESS FOR NOTICES AS SET FORTH ON THE SIGNATURE PAGE HERETO AND TO THE
SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE
TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE
BUYER TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ANY OTHER
JURISDICTION. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT
IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT
OF
ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION
DOCUMENTS.
SECTION
10. WAIVER
OF JURY TRIAL, ETC.
THE
GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER
TRANSACTION DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT,
DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED
IN
CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS,
AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY. THE GUARANTOR CERTIFIES THAT NO OFFICER,
REPRESENTATIVE, AGENT OR ATTORNEY OF THE BUYER HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT BUYER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR
COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH GUARANTOR HEREBY
ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYER
ENTERING
INTO THIS AGREEMENT.
-6-
SECTION
11. Taxes.
(a)
All
payments made by the Guarantor hereunder or under any other Transaction Document
shall be made in accordance with the terms of the Securities Purchase Agreement
and shall be made without set-off, counterclaim, deduction or other defense.
All
such payments shall be made free and clear of and without deduction for any
present or future taxes, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto, excluding
taxes
imposed on the net income of any Buyer by the jurisdiction in which such Buyer
is organized or where it has its principal lending office (all such nonexcluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities,
collectively or individually, "Taxes").
If the
Guarantor shall be required to deduct or to withhold any Taxes from or in
respect of any amount payable hereunder or under any other Transaction
Document;
(i) the
amount so payable shall be increased to the extent necessary so that after
making all required deductions and withholdings (including Taxes on amounts
payable to any Buyer pursuant to this sentence) each Buyer receives an amount
equal to the sum it would have received had no such deduction or withholding
been made,
(ii) the
Guarantor shall make such deduction or withholding,
(iii) the
Guarantor shall pay the full amount deducted or withheld to the relevant
taxation authority in accordance with applicable law, and
(iv) as
promptly as possible thereafter, the Guarantor shall send the Buyers an official
receipt (or, if an official receipt is not available, such other documentation
as shall be satisfactory to the Buyer, as the case may be) showing payment.
In
addition, but excluding taxes, charges, levies imposts, deductions and
withholdings excluded from the definition of Taxes, the Guarantor agrees to
pay
any present or future taxes, charges or similar levies which arise from any
payment made hereunder or from the execution, delivery, performance, recordation
or filing of, or otherwise with respect to, this Agreement or any other
Transaction Document other than any present or future stamp or documentary
taxes
or any other excise or property taxes, charges or similar levies that arise
from
any payment made hereunder or from the execution, delivery or registration
of,
or otherwise with respect to, this Agreement or any other Transaction Document
(collectively, "Other
Taxes").
(b) The
Guarantor hereby indemnifies and agrees to hold the Buyer (an "Indemnified
Party")
harmless from and against Taxes or Other Taxes (including, without limitation,
any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under
this Section 11) paid by any Indemnified Party and any liability (including
penalties, interest and expenses for nonpayment, late payment or otherwise)
arising therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted. This indemnification shall be paid
within 30 days from the date on which the Buyer makes written demand therefor,
which demand shall identify the nature and amount of Taxes or Other
Taxes.
(c) If
the
Guarantor fails to perform any of its obligations under this Section 11,
the Guarantor shall indemnify the Buyer for any taxes, interest or penalties
that may become payable as a result of any such failure. The obligations of
the
Guarantor under this Section 11 shall survive the termination of this
Guaranty and the payment of the Obligations and all other amounts payable
hereunder.
-7-
SECTION
12. Miscellaneous.
(a)
The
Guarantor will make each payment hereunder in lawful money of the United States
of America and in immediately available funds to Buyer, at such address
specified by Buyer from time to time by notice to the Guarantor.
(b)
No
amendment or waiver of any provision of this Guaranty and no consent to any
departure by the Guarantor therefrom shall in any event be effective unless
the
same shall be in writing and signed by the Guarantor and Buyer, and then such
waiver or consent shall be effective only in the specific instance and for
the
specific purpose for which given.
(c)
No
failure on the part of Buyer to exercise, and no delay in exercising, any right
hereunder or under any other Transaction Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any right hereunder or
under any Transaction Document preclude any other or further exercise thereof
or
the exercise of any other right. The rights and remedies of the Buyer provided
herein and in the other Transaction Documents are cumulative and are in addition
to, and not exclusive of, any rights or remedies provided by law. The rights
of
the Buyer under any Transaction Document against any party thereto are not
conditional or contingent on any attempt by the Buyer to exercise any of its
rights under any other Transaction Document against such party or against any
other Person.
(d)
Any
provision of this Guaranty that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
(e)
This
Guaranty shall (i) be binding on the Guarantor and its successors and assigns,
and (ii) inure, together with all rights and remedies of the Buyer hereunder,
to
the benefit of the Buyer and its successors, transferees and assigns. Without
limiting the generality of clause (ii) of the immediately preceding sentence,
the Buyer may assign or otherwise transfer its rights and obligations under
the
Securities Purchase Agreement or any other Transaction Document to any other
Person, and such other Person shall thereupon become vested with all of the
benefits in respect thereof granted to the Buyer herein or otherwise. The
Guarantor agrees that each participant shall be entitled to the benefits of
Section 11 with respect to its participation in any portion of the Notes as
if it was a Buyer. None of the rights or obligations of the Guarantor hereunder
may be assigned or otherwise transferred without the prior written consent
of
Buyer.
(f)
This
Guaranty reflects the entire understanding of the transaction contemplated
hereby and shall not be contradicted or qualified by any other agreement, oral
or written, entered into before the date hereof.
(g)
Section
headings herein are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.
-8-
(h)
THIS
GUARANTY AND THE OTHER TRANSACTION DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO
THE
CONTRARY IN ANOTHER TRANSACTION DOCUMENT) SHALL BE GOVERNED BY AND CONSTRUED
IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
-9-
IN
WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed by an
officer thereunto duly authorized, as of the date first above
written.
GUARANTORS:
GREEN
SCREEN ONLINE LLC
By:
/s/
Xxxx Xxxxxxx
Name:
Xxxx
Xxxxxxx
Title:
Manager
ZOO
DIGITAL PUBLISHING LIMITED
By:
/s/
Xxx Xxxxxxx
Name:
Xxx
Xxxxxxx
Title:
Chairman
SUPERVILLAIN
STUDIOS, LLC
By:
/s/
Xxxxx Xxxxxxxx
Name:
Xxxxx
Xxxxxxxx
Title:
Sole
Manager
ZOO
GAMES, INC.
By:
/s/
Xxxxx Xxxx
Name:
Xxxxx
Xxxx
Title:
President
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