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”);
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.
INDIVIDUAL GUARANTY THIS DOCUMENT CONTAINS A WAIVER OF TRIAL BY JURYGuaranty • 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 • 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").
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
This Trademark Security Agreement (this “Agreement”) dated as of June 24, 2011, is made by ZOO GAMES, INC., a Delaware corporation (“Grantor”) in favor of PANTA DISTRIBUTION, LLC (“Secured Party”).
AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
THIS AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT (this “Agreement”) is made as of June 24, 2011 by and between Zoo Publishing, Inc., a New Jersey corporation (“Seller”) and Panta Distribution, LLC, a Delaware limited liability, as assignee of Working Capital Solutions, Inc. (“Purchaser”).
LIMITED RECOURSE ASSIGNMENTLimited Recourse Assignment • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
FOR Seven hundred eighty-five thousand four hundred and sixty-six dollars and 91 cents Dollars ($785,466.91)(the “Purchase Price”), and other good and valuable consideration, as more particularly set forth herein, Working Capital Solutions, Inc., a Delaware corporation (the “Assignor”), hereby sells, assigns, and transfers WITHOUT RECOURSE to Panta Distribution, LLC, a Delaware limited liability company with an address of 1900 Glades Road, Boca Raton, Florida 33431 (the “Assignee”), in accordance with the terms hereof, all right, title, and interest of the Assignor in and to each of the documents (collectively, the “Assigned Documents”) related to the Assignor’s factoring and financing arrangement with Zoo Publishing, Inc., a New Jersey corporation (hereinafter, the “Borrower”), as such Assigned Documents are more particularly described on Exhibit “A” annexed hereto and incorporated herein by reference, and all rights, remedies, powers, and discretions of the Assignor thereunder, as if
REAFFIRMATION OF GUARANTYGuaranty • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
REAFFIRMATION OF GUARANTY, dated as of June 24, 2011, made by Mark E. Seremet (the “Guarantor”) in favor of Panta Distribution, LLC (“Panta”), in respect of the Guaranty, as defined below.
REAFFIRMATION OF VALIDITY GUARANTYValidity Guaranty • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software
REAFFIRMATION OF VALIDITY GUARANTY, dated as of June 24, 2011, made by David J. Fremed (the “Guarantor”) in favor of Panta Distribution, LLC (“Panta”), in respect of the Validity Guaranty, as defined below.
TERMINATION AGREEMENTTermination Agreement • June 30th, 2011 • Zoo Entertainment, Inc • Services-prepackaged software • Illinois
THIS TERMINATION AGREEMENT (the “Agreement”) is made as of the 24th day of June, 2011, and is among WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit, operating division (the “Contractor”), ZOO ENTERTAINMENT, INC., a Delaware corporation, ZOO PUBLISHING, INC., a New Jersey corporation, and ZOO GAMES, INC., a Delaware corporation (collectively, the "Distributor"). and Mark Edward Seremet and David William Rosenbaum (collectively the “Guarantors”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in that certain Master Purchase Order Assignment Agreement dated April 6, 2009, as amended (the “Assignment Agreement”) between the Contractor and the Distributor.
