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”)
