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”).
ContractZoo Entertainment, Inc • April 16th, 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.
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.
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”).
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.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • April 16th, 2012 • Zoo Entertainment, Inc • Services-prepackaged software
This First Amendment (this “Amendment”) is executed and delivered as of January 5, 2012, to amend that certain Second Amended and Restated Factoring and Security Agreement, dated as of October 28, 2011 (as may be 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.
