8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2009

ZOO ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-124829	71-1033391
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

2121 Avenue of the Stars, Suite 2550

Los Angeles, CA 90067

(Address of principal executive

offices including zip code)

(310) 601-2500

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Financing

On November 20, 2009, Zoo Entertainment, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), with certain investors identified therein (collectively, the “Investors”), pursuant to which the Company agreed to sell to the Investors in a private offering an aggregate of up to 2,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Shares”), at a price per share equal to $2.50, for gross proceeds to the Company of up to $5,000,000 (the “Financing”).  On November 20, 2009, the Company sold Series A Preferred Shares and Warrants (as defined below), that when converted and exercised, will equal 1,689,606,000 shares of Common Stock (as defined below), for gross proceeds to the Company of $4,224,015. Such amount includes an aggregate $450,000 investment made by certain of the Company’s officers and directors, which investment of at least $300,000 was a condition to the closing of the Financing.  The Purchase Agreement provides for subsequent closings whereby the Company may issue additional Series A Preferred Shares to one or more additional investors at any time and from time to time on or before November 30, 2009. Each Series A Preferred Share shall automatically convert into 1,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), upon the effectiveness of the filing of an amendment to the Company’s Certificate of Incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the Series A Preferred Shares.  The Series A Preferred Shares have such other terms and conditions as set forth in the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock, as described under Item 5.03 of this Current Report on Form 8-K, which is incorporated herein by reference.

In connection with the Financing, the Company also issued to each of Focus Capital Partners, LLC and Socius Capital Group, LLC, two of the lead Investors in the Financing (the “Lead Investors”), a warrant (the “Warrants”) to purchase a certain number of shares of Common Stock included as part of the 1,689,606,000 shares described above.   The Warrants have a five year term and an exercise price of $0.01 per share.  The Warrants contain customary limitations on the amount of the Warrants that can be exercised.  Additionally, the Warrants provide that they cannot be exercised until the effectiveness of the filing of an amendment to the Company’s Certificate of Incorporation authorizing a sufficient number of shares of Common Stock to permit the exercise of the Warrants.  The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Warrant, a copy of which is attached hereto as Exhibit 4.1 and which is incorporated herein by reference.

The Company also entered into a Registration Rights Agreement with the Lead Investors, pursuant to which the Company agreed to register the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred Shares and exercise of the Warrants that were issued to the Lead Investors (the “Registrable Securities”). The Company is required to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) no later than December 5, 2009 (the “Filing Date”). The Company is obligated to use its best efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as soon as possible, but in any event within 60 days of November 20, 2009 (“Closing Date”). The Company is required to use its best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities have been sold, or can be sold without restrictions pursuant to Rule 144 promulgated under the Securities Act.

In the event that (a) the Registration Statement is not filed on or before the Filing Date, (b) the Registration Statement is not declared effective within 60 days of the Closing Date, (c) the Registration Statement is not declared effective within 90 days from the Closing Date (and in such case the penalty will increase to 2% for the following 30 days or until earlier declared effective), (d) the Registration Statement is not declared effective within 120 days from the Closing Date (and in such case the penalty will increase to 3% and will be and remain payable until the Registration Statement is declared effective), (e) the Company fails to file with the Commission a request for acceleration of a Registration Statement within five trading days of the date that the Company is notified that such Registration Statement will not be reviewed or will not be subject to further review by the Commission or (f) the Company does not respond to comments received from the Commission with respect to the Registration Statement as soon as practicable and, in any event, within seven business days of receipt of such comments (if such comments relate to accounting issues) and within five business days of receipt of such comments (if such comments relate to any other issue), then the Company is required to pay to each Lead Investor an amount in cash equal to 1% of the number of Registrable Securities held by such Lead Investor as of the date of such event, multiplied by the purchase price paid by such Investor for such Registrable Securities then held, on the date of such event and on every monthly anniversary of such event until it is cured.  Notwithstanding the foregoing, penalties for any of the events under subsections (a) and (f) above, shall be half a percent, and all penalties shall not exceed 1.5% for each of the first two 30 day periods, 1% for the next 30 day period, or 3% for each of the next three 30 day periods.  The registration rights set forth in the Registration Rights Agreement are also subject to customary cut-back provisions pursuant to Rule 415 of the Securities Act.

Pursuant to the Purchase Agreement, one of the Investors, David Smith, or his nominee, will be invited to join the Company’s board of directors.

Except with the prior written consent of the Company, the Company’s officers and directors who made an aggregate $450,000 investment pursuant to the Purchase Agreement, agreed not to sell, transfer, pledge or otherwise dispose of any shares of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, owned by them for a period of 190 days from the Closing Date.

Amendments to Existing Notes

As a condition to the closing of the Financing, on November 20, 2009, the Company entered into Amendment No. 6 to Senior Secured Convertible Note (“Amendment No. 6”), with the requisite number of holders (the “Holders”) of the Company’s senior secured convertible notes issued in the aggregate principal amount of $11,150,000 (the “Notes”).  As previously disclosed, the Notes were issued pursuant to that certain Note Purchase Agreement, dated as of July 7, 2008, as subsequently amended on July 15, 2008, July 31, 2008 and August 12, 2008, pursuant to which the Company consummated a financing to raise $9,000,000 through the sale of Notes to certain Holders (the “First Convertible Note Financing”), and that certain Note Purchase Agreement, dated as of September 26, 2008, pursuant to which the Company consummated a second financing to raise $1,400,000 through the sale of Notes to certain Holders (the “Second Convertible Note Financing”).  Additionally, on July 7, 2008, the Company issued a Note to Trinad Capital Management, LLC in the principal amount of $750,000.  

Amendment No. 6 provides that the principal balance and all accrued and unpaid interest underlying all of the Notes shall automatically convert into shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Shares”), at a rate of one Series B Preferred Share for every $10.00 of principal plus accrued and unpaid interest underlying the Notes, following the consummation of a sale of Series A Preferred Shares, provided that such sale results in aggregate gross cash proceeds to the Company of at least $4,000,000, and each Series A Preferred Share is initially convertible into 1,000 shares of Common Stock.  Additionally, pursuant to Amendment No. 6, the Company and the Holders terminated that certain letter agreement, dated as of June 26, 2009, which provided for certain registration rights with respect to the shares of Common Stock issuable upon conversion of the Notes.  The foregoing description of Amendment No. 6 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 6, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

On November 20, 2009, upon consummation of the Financing, $11,884,390 of principal plus accrued and unpaid interest underlying the Notes converted into an aggregate of 1,188,439 Series B Preferred Shares, which, when converted, will represent 1,188,439,000 shares of Common Stock.  All outstanding rights with respect to the Notes were terminated and all obligations of the Company under the Notes were discharged in full.  Each Series B Preferred Share shall automatically convert into 1,000 shares of Common Stock upon the effectiveness of the filing of an amendment to the Company’s Certificate of Incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the Series B Preferred Shares.  The Series B Preferred Shares were issued on the terms and conditions set forth in the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock, as disclosed under Item 5.03 of this Current Report on Form 8-K, which is incorporated herein by reference.

Except with the prior written consent of the Company, certain of the Holders agreed not to sell, transfer, pledge or otherwise dispose of any shares of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, owned by them for a period of 190 days from the Closing Date.

Amendments to Fee Letters

On November 20, 2009, as a condition to the consummation of the Financing, the Company entered into an Amendment No. 2 to Letter Agreement with each of Mark Seremet, the President, Chief Executive Officer and a director of the Company, and David Rosenbaum, President of Zoo Publishing, Inc. (the “Fee Letter Amendments”), which amended each of those letter agreements, dated as of May 12, 2009, as amended on August 31, 2009, pursuant to which, in consideration of each of Messrs. Seremet and Rosenbaum entering into guarantees with each of Wells Fargo Bank, National Association in connection with the Company’s purchase order financing, and Solutions 2 Go, Inc. to guaranty the payment of all indebtedness of the Company and its affiliates in connection with that certain Advance Agreement with Solutions 2 Go, Inc. and Solutions 2 Go, LLC, the Company agreed to provide certain compensation to Messrs. Seremet and Rosenbaum (the “Fee Letters”), as previously disclosed in those Current Reports on Form 8-K filed with the Commission  on May 18, 2009 and September 4, 2009.  The Fee Letter Amendments provide that the monthly compensation payable to each of Messrs. Seremet and Rosenbaum shall terminate on November 30, 2010, and that the Company shall grant to each of Messrs. Seremet and Rosenbaum an option to purchase (or restricted stock or other incentives intended to comply with Section 409A of the Internal Revenue Code) approximately 6.25% of the Company’s outstanding shares of common stock, as soon as possible following the consummation of the Financing on such terms and conditions as shall be determined by the board of directors of the Company.  If the Company’s board of directors determines that the aforementioned issuance will be in the form of options, the options to acquire such shares shall be based on a fully diluted current basis as adjusted for stock splits, dividends, reorganizations and like events.  The foregoing description of the Fee Letter Amendments does not purport to be complete and is qualified in its entirety by reference to the Fee Letter Amendments, copies of which are attached hereto as Exhibits 10.2 and 10.3 and which are incorporated herein by reference.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

In connection with the conversion of the Notes into 1,188,439 Series B Preferred Shares, as described under Item 1.01 of this Current Report on Form 8-K, which is incorporated by reference herein, that certain Note Purchase Agreement, dated as of July 7, 2008, as amended, entered into by and among the Company and certain Holders in connection with the First Convertible Note Financing, and that certain Note Purchase Agreement, dated as of September 26, 2008, entered into by and among the Company and certain Holders in connection with the Second Convertible Note Financing, each terminated in its entirety.  The material terms of each Note Purchase Agreement were disclosed in those Current Reports on Form 8-K filed with the Commission on July 11, 2008, July 17, 2008, August 1, 2008, August 15, 2008 and October 2, 2008, which are incorporated herein by reference.  No penalties were incurred in connection with the termination.

Additionally, in connection with the conversion of the Notes, that certain Security Agreement, dated as of July 7, 2008, as amended, entered into by and among the Company and certain Holders in connection with the First Convertible Note Financing, and that certain Security Agreement, dated as of September 26, 2008, entered into by and among the Company and certain Holders in connection with the Second Convertible Note Financing, along with the security interests in all of the Company’s assets granted thereunder to each of the Holders to secure the Company’s obligations under the Notes, each terminated in its entirety.  The material terms of each Security Agreement were disclosed in those Current Reports on Form 8-K filed with the Commission on July 11, 2008, August 15, 2008 and October 2, 2008, which are incorporated herein by reference. No penalties were incurred in connection with the termination.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Series A Preferred Shares, the Series B Preferred Shares and the Warrants is incorporated herein by reference. The Series A Preferred Shares, the Series B Preferred Shares and the Warrants were issued pursuant to Section 4(2) of the Securities Act, and the rules and regulations promulgated thereunder, including Rule 506 of Regulation D.  A registration statement covering the resale of the Registrable Securities issued to the Lead Investors will be filed with the Commission, as described under Item 1.01 of this Current Report on Form 8-K.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR.

On November 20, 2009 the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) designating 2,000,000 shares of its authorized preferred stock, par value $0.001 per share, as Series A Convertible Preferred Stock (the “Series A Preferred Stock”), and a Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) designating 1,200,000 shares of its authorized preferred stock, par value $0.001 per share, as Series B Convertible Preferred Stock (the “Series B Preferred Stock”). The Series A Certificate of Designation and the Series B Certificate of Designation were approved by the Company’s Board of Directors on November 13, 2009.

Immediately upon the effectiveness of the filing of an amendment to the Company’s Certificate of Incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the shares of Series A Preferred Stock and Series B Preferred Stock into shares of Common Stock (a) all issued and outstanding shares of Series A Preferred Stock shall automatically convert into that number of shares of Common Stock obtained by dividing the original purchase price of the shares of such Series A Preferred Stock, which is $2.50 per share, plus the amount of any accumulated but unpaid dividends as of the conversion date, by the conversion price in effect at the close of business on the conversion date, which is initially $0.0025 and (b) all issued and outstanding shares of Series B Preferred Stock shall automatically convert into that number of shares of Common Stock obtained by dividing the original purchase price of the shares of such Series B Preferred Stock, which is $10 per share, plus the amount of any accumulated but unpaid dividends as of the conversion date, by the conversion price in effect at the close of business on the conversion date, which is initially $0.01.

The holders of Series A Preferred Stock and Series B Preferred Stock are entitled to vote together along with the holders of the Common Stock and any other class or series of capital stock of the Company entitled to vote together with the holders of the Common Stock as a single class, on all matters submitted for a vote (or written consents in lieu of a vote) of the holders of Common Stock, and are entitled to other voting rights as set forth in the Company’s Certificate of Incorporation and the Series A Certificate of Designation and Series B Certificate of Designation, as applicable. On all matters as to which shares of Series A Preferred Stock, Series B Preferred Stock or Common Stock are entitled to vote or consent, each share of Series A Preferred Stock or Series B Preferred Stock, as applicable, entitles its holder to the number of votes that the Common Stock into which it is convertible would have if such Series A Preferred Stock or Series B Preferred Stock, as applicable, had been so converted into Common Stock.

Dividends on the Series A Preferred Stock and Series B Preferred Stock are not mandatory, but if and when the Company’s board of directors declares such dividends, they shall be payable pari passu with one another, and in preference and priority to any payment of any dividends on the Common Stock.  After payment of any preferential dividends to the holders of Series A Preferred Stock and Series B Preferred Stock, if the Company’s board of directors declares a dividend on the Common Stock, it shall also declare a dividend at such time on each share of Series A Preferred Stock and Series B Preferred Stock.

In the event of any liquidation, dissolution or winding up of the Company, or in the event of its insolvency, the holders of the Series A Preferred Stock and the Series B Preferred Stock shall be entitled, pari passu with distributions to the other, to have set apart for them or to be paid out of the assets of the Company available for distribution to stockholders (after provision for the payment of all debts and liabilities, and before any distribution made to any holders of Common Stock or any class of securities junior to the Series A Preferred Stock and the Series B Preferred Stock), an amount equal to $2.50 per share with respect to the Series A Preferred Stock and $10 per share with respect to the Series B Preferred Stock.

The foregoing description of the Series A Certificate of Designation and the Series B Certificate of Designation does not purport to be complete, and is qualified in its entirety by reference to the Series A Certificate of Designation and the Series B Certificate of Designation, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Number	Description
3.1	Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock.
3.2	Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock.
4.1	Form of Warrant.
10.1	Amendment No. 6 to Senior Secured Convertible Promissory Note, by and among Zoo Entertainment, Inc. and the note holders set forth therein, dated as of November 20, 2009.
10.2	Amendment No. 2 to Letter Agreement, by and between Zoo Entertainment, Inc. and Mark Seremet, dated as of November 20, 2009.
10.3	Amendment No. 2 to Letter Agreement, by and between Zoo Entertainment, Inc. and David Rosenbaum, dated as of November 20, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 27, 2009
	ZOO ENTERTAINMENT, INC.
	By:	/s/ Mark Seremet
	Name:	Mark Seremet
	Title:	Chief Executive Officer

4770860v.6

EX-3.1

CERTIFICATE OF DESIGNATION, PREFERENCES

AND RIGHTS OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

ZOO ENTERTAINMENT, INC.

(Pursuant to Section 151 of the

Delaware General Corporation Law)

Zoo Entertainment, Inc., a Delaware corporation (the “Corporation”), hereby certifies that the following resolution was duly approved and adopted by the Board of Directors of the Corporation (the “Board of Directors”) at a meeting of the Board of Directors held on November 13, 2009, which resolution remains in full force and effect on the date hereof:

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board by the provisions of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) and its By-Laws (the “Bylaws”), and in accordance with Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), there is hereby created, out of the 5,000,000 shares of preferred stock, par value, $0.001 per share (the “Preferred Stock”), of the Corporation remaining authorized, unissued and undesignated, a series of the Preferred Stock consisting of 2,000,000 shares, which series shall have the powers, designations, preferences and relative, participating, optional or other rights as set forth herein:

SECTION 1                              Designation of Amount.

(a)           Two Million (2,000,000) shares of Preferred Stock shall be, and hereby are, designated as the “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”), par value $0.001per share.

(b)           Subject to the requirements of the DGCL, the Certificate of Incorporation and this Certificate of Designation, the number of shares of Preferred Stock that are designated as Series A Preferred Stock may be increased or decreased by vote of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of such shares then outstanding plus the number of such shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any other outstanding securities issued by the Corporation that are convertible into or exercisable for Series A Preferred Stock.  Any shares of Series A Preferred Stock converted, redeemed, purchased or otherwise acquired by the Corporation in any manner whatsoever shall, automatically and without further action, be retired and canceled promptly after the acquisition thereof, and shall become authorized but unissued shares of Preferred Stock when the Corporation shall take such action as may be necessary to reduce the number of authorized shares of the Series A Preferred Stock and may be reissued as part of a new series of any class or series of Preferred Stock in accordance with the Certificate of Incorporation and this Certificate of Designation.

SECTION 2                              Certain Definitions.

Unless the context otherwise requires, the terms defined in this Section 2 shall have, for all purposes of this resolution, the meanings specified (with terms defined in the singular having comparable meanings when used in the plural).

“Common Stock” shall mean the common stock, par value $0.001 per share, of the Corporation.

“Common Stock Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Price” shall mean $0.0025, subject to adjustment from time to time in accordance with Section 6(c).

“Fair Market Value” shall mean, with respect to any listed security, its Market Price, and with respect to any property or assets other than cash or listed securities, the fair value thereof determined in good faith by the Board of Directors with the consent of the Requisite Holders.

“Initial Issue Date” shall mean the date that shares of Series A Preferred Stock are first issued by the Corporation.

“Market Price” means, as to any class of listed securities, the average of the closing prices of such security’s sales on all United Sates securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted by the Pink Sheets, LLC as of 4:00 P.M., New York time, on such day, or, if on any day such security is not quoted by the Pink Sheets, LLC, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar or successor organization, in each such case averaged over a period of 21 days consisting of the day as of which “Market Price” is being determined and the 20 consecutive business days prior to such day.  If the applicable security is not listed on any securities exchange or listed and traded in a manner that the prices or quotations referred to above are available for the period required hereunder, the Market Price shall be deemed to be the fair value per share of such security as mutually agreed upon by the Corporation and the Requisite Holders.

“Original Purchase Price” shall mean $2.50.

“person” shall mean any individual, partnership, company, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or other entity.

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“Purchase Agreement”  shall mean that certain Securities Purchase Agreement, by and among the Corporation and the investors set forth therein, which contemplates a financing to raise a maximum of up to $20,000,000 through the sale of shares of Series A Preferred Stock.

“Requisite Holders” shall mean the holders of at least 75% of the then outstanding shares of Series A Preferred Stock.

“Series A Recapitalization Event” shall mean any stock dividend, stock split, combination, reorganization, recapitalization, reclassification, or other similar event involving a change in the capital structure of the Series A Preferred Stock.

“Series B Certificate of Designation” shall mean the Company’s Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock.

“Series B Preferred Stock” shall mean the shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share, issued on the terms set forth in the Series B Certificate of Designation.

“Subsidiary” means, with respect to any person, (a) a company a majority of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such person, by a subsidiary of such person, or by such person and one or more subsidiaries of such person, (b) a partnership in which such person or a subsidiary of such person is, at the date of determination, a general partner of such partnership, or (c) any other person (other than a company) in which such person, a subsidiary of such person or such person and one or more subsidiaries of such person, directly or indirectly, at the date of determination thereof, has (i) at least a majority ownership interest, (ii) the power to elect or direct the election of the directors or other governing body of such person, or (iii) the power to direct or cause the direction of the affairs or management of such person.  For purposes of this definition, a person is deemed to own any capital stock or other ownership interest if such person has the right to acquire such capital stock or other ownership interest, whether through the exercise of any purchase option, conversion privilege or similar right. A Subsidiary shall, where applicable, also include any direct or indirect subsidiary of the Corporation formed or acquired after the date hereof.

SECTION 3                              Voting Rights.

(a)           General.  Except as otherwise provided by the DGCL and in addition to any voting rights provided by the DGCL or other applicable law, the holders of Series A Preferred Stock shall be entitled to vote (or render written consents) together with the holders of the Series B Preferred Stock, Common Stock and any other class or series of capital stock of the Corporation entitled to vote together with the holders of the Common Stock as a single class on all matters submitted for a vote of (or written consents in lieu of a vote as permitted by the DGCL, the Certificate of Incorporation and the Bylaws) holders of Common Stock; and shall have such other voting rights as are specified in the Certificate of Incorporation and this Certificate of Designation.  When voting together with the holders of Series B Preferred Stock and Common Stock, each share of Series A Preferred Stock shall entitle the holder thereof to such number of votes per share on each such action as shall equal the number of shares of Common Stock (including fractions of a share) into which each share of such Series A Preferred Stock is then convertible (regardless of whether sufficient shares of Common Stock are then authorized or reserved for issuance, it being understood that whenever any provision of this Certificate of Designations refers to the number of shares of Common Stock into which the Series A Preferred Stock is then convertible, such calculation shall be on a pro forma basis assuming that sufficient shares of Common Stock are authorized) on the record date for the determination of the stockholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited.  The holders of Series A Preferred Stock shall be entitled to receive notice of any stockholders’ meeting in accordance with the Certificate of Incorporation and Bylaws of the Corporation.

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(b)           Waivers.  Except to the extent otherwise provided in this Certificate of Designation or required by the DGCL, the Requisite Holders may, via affirmative vote or written consent in lieu thereof, waive any rights of the holders of the Series A Preferred Stock set forth in this Certificate of Designation.  However, as long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the prior affirmative vote of the Requisite Holders, including, in each case, by merger, consolidation, reorganization or any other means: (a) (i) amend, waive, add to or repeal any provision of, or add any provision to, the Corporation’s Certificate of Incorporation, as amended (including this Certificate of Designation), or Bylaws if such action would adversely alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred Stock, except for the filing of the Series A Certificate of Designation, or (ii) amend, waive, add to or repeal any provision of, or add any provision to, the Series B Certificate of Designation unless a corresponding action has been approved under this Certificate of Designation under the terms hereof, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation (as set forth in Section 5) senior to, or otherwise pari passu with, the Series A Preferred Stock, except for the Series B Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (d) increase the number of authorized shares of Preferred Stock or any series thereof, (e) (i) increase the number of shares of Series A Preferred Stock authorized pursuant to this Certificate of Designation or increase the number of shares of Series B Preferred Stock authorized pursuant to the Series B Certificate of Designation, (ii)  except in connection with the conversion of the Company’s senior secured convertible notes in the aggregate principal amount of $11,150,000 into shares of Series B Preferred Stock, issue any shares of Series B Preferred Stock, or (iii) except at a closing pursuant to the Purchase Agreement as in effect on the date hereof, issue any shares of Series A Preferred Stock; or (f) enter into any agreement with respect to any of the foregoing. The Company shall not provide any consideration to a holder of Series A Preferred Stock or Series B Preferred Stock in connection with any consent, waiver or approval under this Section 3(b) or Section 7 or under the Series B Certificate of Designation unless identical per-share consideration is provided to each other holder of Series A Preferred Stock and Series B Preferred Stock.

SECTION 4                              Dividends.

(a)           Dividend Amount.  The Series A Preferred Stock shall not bear any mandatory dividend. Dividends on the Series A Preferred Stock shall be payable pari passu with dividends on the Series B Preferred Stock, and only if, as and when declared by the Board of Directors of the Corporation and shall be non-cumulative, and in preference and priority to any payment of any dividend on the Common Stock.  If the assets of the Corporation shall be insufficient to pay the holders of Series A Preferred Stock and Series B Preferred Stock the full amount of unpaid dividends to which they shall be entitled, then the holders of Series A Preferred and Series B Preferred Stock shall share in any such payment of dividends on a pro rata basis according to the respective amounts each such holder would have received had there been sufficient assets therefor.  After payment of such preferential dividends to the holders of shares of the Series A Preferred Stock and Series B Preferred Stock, if the Board of Directors of the Corporation shall declare a dividend payable upon the then outstanding shares of the Common Stock, the Board shall declare at the same time a dividend upon each outstanding share of the Series A Preferred Stock and Series B Preferred Stock, payable at the same time as the dividend paid on the Common Stock, in an amount per share of the Series A Preferred and Series B Preferred Stock equal to the amount payable on the largest number of whole shares of the Common Stock into which each share of the Series A Preferred Stock and Series B Preferred Stock is then convertible pursuant to the applicable provisions of this Certificate of Designation and the Series B Certificate of Designation, as applicable.

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(b)           Distributions Other than Cash. Whenever the distributions provided for in this Section 4 shall be payable in property other than cash, the value of such distribution shall be theFair Market Value thereof.  All distributions (including distributions other than cash) made hereunder shall be made pro rata to the holders of Series A Preferred Stock.

(c)           Equitable Adjustments.  All numbers relating to the calculation of dividends shall be subject to an equitable adjustment in the event of any Series A Recapitalization Event.

SECTION 5                              Liquidation Preference.

(a)           Liquidation Preference of Series A Preferred Stock.  In the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, the holders of Series A Preferred Stock shall be entitled, pari passu with distributions on the Series B Preferred Stock, to have set apart for them, or to be paid, out of the assets of the Corporation available for distribution to stockholders (whether such assets are capital, surplus or earnings) after provision for payment of all debts and liabilities of the Corporation in accordance with the DGCL, before any distribution or payment is made with respect to any shares of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Series A Preferred Stock and Series B Preferred Stock and subject to the liquidation rights and preferences of any class or series of Preferred Stock authorized under Sections 3 and 7 hereof and designated to be senior to, or on a parity with, the Series A Preferred Stock with respect to liquidation preferences, including the Series B Preferred Stock, an amount equal to $2.50 per share of Series A Preferred Stock (which amount shall be subject to an equitable adjustment in the event of any Series A Recapitalization Event).

(b)           Insufficient Assets.  If, upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the assets legally available for distribution among the holders of the Series A Preferred Stock and Series B Preferred Stock shall be insufficient to permit payment to such holders of the full preferential amount as provided for in Section 5(a) above, then such holders shall share ratably in any distribution of available assets according to the respective amounts which would otherwise be payable with respect to the shares of Series A Preferred Stock and Series B Preferred Stock held by them upon such liquidating distribution if all amounts payable on or with respect to such shares were paid in full, based upon the aggregate liquidation value payable upon all shares of Series A Preferred Stock and Series B Preferred Stock then outstanding.

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(c)           Distributions Other than Cash. Whenever the distribution provided for in this Section 5 shall be payable in property other than cash, the value of such distribution shall be thefair market value thereof as determined in good faith by the Board of Directors.All distributions (including distributions other than cash) made hereunder shall be made pro rata to the holders of Series A Preferred Stock and the Series B Preferred Stock.

(d)           Equitable Adjustments.  The amounts to be paid or set aside for payment as provided above in this Section 5 shall be proportionately increased or decreased in inverse relation to the change in the number of outstanding shares resulting from any Series A Recapitalization Event.

(e)           Notwithstanding anything else in this Certificate of Designations, a liquidation, dissolution or winding up, voluntary or involuntary, of the Corporation shall be deemed to include (A) (i) the acquisition of the Corporation by another Person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation or similar transaction, whether of the Corporation with or into any other Person or Persons or of any other Person or Persons with or into the Corporation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation); or (ii) a sale of all or substantially all of the assets of the Corporation on a consolidated basis; provided that a consolidation or merger as a result of which the holders of capital stock of the Corporation immediately prior to such merger or consolidation possess (by reason of such holdings) 50% or more of the voting power of the corporation surviving such merger, consolidation or similar transaction (or other Person which is the issuer of the capital stock into which the capital stock of the Corporation is converted or exchanged in such merger or consolidation) shall not be treated as a liquidation, dissolution or winding up, voluntary or involuntary, of the Corporation within the meaning of this Section 5, (B) a transaction or series of transactions in which a person or group of persons (as defined in Rule 13d-5(b)(1) of the Exchange Act) acquires beneficial ownership (as determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50% of the Common Stock or the voting power of the Corporation, or (C) the sale or exclusive license of all or substantially all of the intellectual property rights of the Company and its subsidiaries.  The Corporation shall take all steps necessary to ensure that no liquidation, dissolution or winding up transaction shall be effected without compliance with this Section 5.  Without limiting the foregoing, if necessary in order to accomplish the objectives of this Section 5, the Corporation shall make payment of the Liquidation Preference of the Series A Preferred Stock by way of redemption of the outstanding shares of Series A Preferred Stock immediately after the consummation of the liquidation, dissolution or winding up.

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SECTION 6                              Conversion Rights.

(a)           General.  Immediately upon the effectiveness of the filing of an amendment to the Corporation’s Certificate of Incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the shares of Series A Preferred Stock into shares of Common Stock, all shares of Series A Preferred Stock shall automatically be converted, without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, into the number of fully paid and nonassessable shares of Common Stock equal to the number obtained by dividing (i) the applicable Original Purchase Price of such Series A Preferred Stock, plus the amount of any accumulated but unpaid dividends as of the Conversion Date, by (ii) the Conversion Price in effect at the close of business on the Conversion Date (determined as provided in this Section 6).

(b)           Fractions of Shares.  No fractional shares of Common Stock shall be issued upon conversion of shares of Series A Preferred Stock.  If more than one share of Series A Preferred Stock shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock to be issued shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered.  Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series A Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional share in an amount equal to the product of such fraction multiplied by the Market Price of one share of Common Stock on the Conversion Date.

(c)           Adjustments to Conversion Price.

(i)           Upon Stock Dividends, Subdivisions or Splits.  If, at any time after the date hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date for the determination of holders of Common Stock entitled to receive such stock dividend, or to be affected by such subdivision or split-up, the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of Series A Preferred Stock shall be increased in proportion to such increase in outstanding shares.

(ii)           Capital Reorganization, Merger or Sale of Assets.  If, at any time while this Series A Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Series A Preferred Stock, the holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Series A Preferred Stock is convertible immediately prior to such Fundamental Transaction.  For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder of the Series A Preferred Stock shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Series A Preferred Stock following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the holders new preferred stock consistent with the foregoing provisions and evidencing the holders’ right to convert such preferred stock into Alternate Consideration.  The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this paragraph pursuant to written agreements in form and substance reasonably satisfactory to the holder and approved by the holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Series A Preferred Stock, deliver to the holder in exchange for this Series A Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Series A Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Series A Preferred Stock (without regard to any limitations on the conversion of this Series A Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Series A Preferred Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation and the other Transaction Documents (as defined in the Purchase Agreement) referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Corporation herein.

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(iii)           Deferral in Certain Circumstances.  In any case in which the provisions of this Section 6(c) shall require that an adjustment shall become effective immediately after a record date of an event, the Corporation may defer until the occurrence of such event (1) issuing to the holder of any Series A Preferred Stock converted after such record date and before the occurrence of such event the shares of capital stock issuable upon such conversion by reason of the adjustment required by such event and issuing to such holder only the shares of capital stock issuable upon such conversion before giving effect to such adjustments, and (2) paying to such holder any amount in cash in lieu of a fractional share of capital stock pursuant to Section 6(b) above; provided, however, that the Corporation shall deliver to such holder an appropriate instrument or due bills evidencing such holder’s right to receive such additional shares and such cash.

(d)                 Mechanics of Conversion.  The Series A Preferred Stock shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) of the event triggering automatic conversion pursuant to Section 6(a), and at such time the rights of the holder of such shares of Series A Preferred Stock as a holder shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time.  As promptly as practicable on or after the Conversion Date, and upon surrender of the certificate evidencing such share of Series A Preferred Stock, the Corporation shall issue and shall deliver at any office or agency of the Corporation maintained for the surrender of Series A Preferred Stock a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 6(b).

(e)           Obligation Absolute; Partial Liquidated Damages.  The Corporation’s obligation to issue and deliver the shares of Common Stock upon conversion of the Series A Preferred Stock (the “Conversion Shares”) in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such holder.

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(f)           Notice of Adjustment of Conversion Price.  Whenever the provisions of Section 6(c) require that the Conversion Price be adjusted as herein provided, or at any other time upon request of a holder of Series A Preferred Stock, the Corporation shall compute the adjusted Conversion Price in accordance with Section 6(c) and shall prepare a certificate signed by the Corporation’s chief executive officer or chief financial officersetting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained for such purpose for conversion of shares of Series A Preferred Stock and mailed by the Corporation at its expense to all holders of Series A Preferred Stock at their last addresses as they shall appear in the stock register.

(g)           Corporation to Reserve Common Stock.  Subject to the filing of an amendment to the Corporation’s Certificate of Incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the shares of Series A Preferred Stock into shares of Common Stock, the Corporation shall at all times reserve and keep available, free from preemptive rights, out of the authorized but unissued Common Stock or out of the Common Stock held in treasury, for the purpose of effecting the conversion of Series A Preferred Stock, the full number of shares of Common Stock then issuable upon the conversion of all outstanding shares of Series A Preferred Stock.  The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

(h)           Taxes on Conversions.  The Corporation will pay any and all original issuance, transfer, stamp and other similar taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock pursuant hereto.  The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that of the holder of the share(s) of Series A Preferred Stock to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established to the satisfaction of the Corporation that such tax has been paid.

SECTION 7                                Negative Covenants.  As long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly or indirectly, without first obtaining the approval of the holders of not less than a majority of the total number of shares of Series A Preferred Stock then outstanding, voting together as a single class:

(a)           enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(b)           enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents at a price per share less than $0.0025 (as adjusted for Series A Recapitalization Events and/or for any stock dividend, stock split, combination, reorganization, recapitalization, reclassification, or other similar event involving a change in the capital structure of the Common Stock);

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(c)           repeal any provision of, or add any provision to (including, in each case, by merger, consolidation, reorganization or any other means), the Corporation’s Certificate of Incorporation, as amended (including this Certificate of Designation), or Bylaws if such action would adversely any rights of the holders of Series A Preferred Stock as a class;

(d)           repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock, Common Stock Equivalents, Series B Preferred Stock or Junior Securities;

(e)           pay dividends or distributions on Common Stock of the Corporation;

(f)           enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the Securities and Exchange Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required for board approval); or

(g)           enter into any agreement with respect to any of the foregoing.

“Junior Securities” shall mean the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which, subject to prior compliance with Sections 3 and 7, are explicitly senior or pari passu to the Series B Preferred Stock in dividend rights or liquidation preference.

The Corporation will not, by amendment of its Certificate of Incorporation, as amended, or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designations and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series A Preferred Stock against impairment.

SECTION 8                                Miscellaneous.

(a)           Notices.  All notices, requests and other communications hereunder shall be in writing, shall be either (i) delivered by hand, (ii) made by telex, telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered mail, postage prepaid, return receipt requested.  In the case of notices from the Corporation to the holder of Series A Preferred Stock, they shall be sent to the address furnished to the Corporation in writing by the last holder who shall have furnished an address to the Corporation in writing.  All notices from the holder to the Corporation shall be delivered to the Corporation at Zoo Entertainment, Inc., c/o Zoo Games, Inc., 575 Broadway, New York, NY 10012, Attn:  Chief Financial Officer, or such other address as the Corporation shall so notify the holder.  All notices, requests and other communications hereunder shall be deemed to have been given (i) by hand, at the time of the delivery thereof to the receiving party at the address of such party described above, (ii) if made by telex, telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notices is delivered to the courier service, or (iv) if sent by registered mail, on the fifth business day following the day such mailing is made.

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(b)           Lost or Mutilated Preferred Stock Certificate.  If a holder’s Series A Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series A Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

(c)           Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued interest, as applicable, on the shares of Series A Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

(d)           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof.  Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (as defined in the Purchase Agreement) and this Certificate of Designation (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby.  If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

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(e)           Waiver.  Any waiver by the Corporation or a holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other holders of Series A Preferred Stock.  The failure of the Corporation or a holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion.  Any waiver by the Corporation or a holder must be in writing.

(f)           Severability.  If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.  If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

(g)           Next Business Day.  Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(h)           Headings.  The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

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 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock to be signed by David Fremed, its Chief Financial Officer, this 20th day of November, 2009.

By:	/s/ David Fremed
	Name: David Fremed
	Title:   Chief Financial Officer

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EX-3.2

CERTIFICATE OF DESIGNATION, PREFERENCES

AND RIGHTS OF

SERIES B CONVERTIBLE PREFERRED STOCK

OF

ZOO ENTERTAINMENT, INC.

(Pursuant to Section 151 of the

Delaware General Corporation Law)

Zoo Entertainment, Inc., a Delaware corporation (the “Corporation”), hereby certifies that the following resolution was duly approved and adopted by the Board of Directors of the Corporation (the “Board of Directors”) at a meeting of the Board of Directors held on November 13, 2009, which resolution remains in full force and effect on the date hereof:

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board by the provisions of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) and its By-Laws (the “Bylaws”), and in accordance with Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), there is hereby created, out of the 5,000,000 shares of preferred stock, par value, $0.001 per share (the “Preferred Stock”), of the Corporation remaining authorized, unissued and undesignated, a series of the Preferred Stock consisting of 1,200,000 shares, which series shall have the powers, designations, preferences and relative, participating, optional or other rights as set forth herein:

SECTION 1                              Designation of Amount.

(a)           One Million Two Hundred Thousand (1,200,000) shares of Preferred Stock shall be, and hereby are, designated as the “Series B Convertible Preferred Stock” (the “Series B Preferred Stock”), par value $0.001per share.

(b)           Subject to the requirements of the DGCL, the Certificate of Incorporation and this Certificate of Designation, the number of shares of Preferred Stock that are designated as Series B Preferred Stock may be increased or decreased by vote of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series B Preferred Stock to a number less than the number of such shares then outstanding plus the number of such shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any other outstanding securities issued by the Corporation that are convertible into or exercisable for Series B Preferred Stock.  Any shares of Series B Preferred Stock converted, redeemed, purchased or otherwise acquired by the Corporation in any manner whatsoever shall, automatically and without further action, be retired and canceled promptly after the acquisition thereof, and shall become authorized but unissued shares of Preferred Stock when the Corporation shall take such action as may be necessary to reduce the number of authorized shares of the Series B Preferred Stock and may be reissued as part of a new series of any class or series of Preferred Stock in accordance with the Certificate of Incorporation and this Certificate of Designation.

SECTION 2                              Certain Definitions.

Unless the context otherwise requires, the terms defined in this Section 2 shall have, for all purposes of this resolution, the meanings specified (with terms defined in the singular having comparable meanings when used in the plural).

“Common Stock” shall mean the common stock, par value $0.001 per share, of the Corporation.

“Common Stock Equivalents” means any securities of the Company or subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Price” shall mean $0.01, subject to adjustment from time to time in accordance with Section 6(c).

“Fair Market Value” shall mean, with respect to any listed security, its Market Price, and with respect to any property or assets other than cash or listed securities, the fair value thereof determined in good faith by the Board of Directors with the consent of the Requisite Holders.

“Initial Issue Date” shall mean the date that shares of Series B Preferred Stock are first issued by the Corporation.

“Market Price” means, as to any class of listed securities, the average of the closing prices of such security’s sales on all United Sates securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted by Pink Sheets, LLC as of 4:00 P.M., New York time, on such day, or, if on any day such security is not quoted by the Pink Sheets, LLC, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar or successor organization, in each such case averaged over a period of 21 days consisting of the day as of which “Market Price” is being determined and the 20 consecutive business days prior to such day. If the applicable security is not listed on any securities exchange or listed and traded in a manner that the prices or quotations referred to above are available for the period required hereunder, the Market Price shall be deemed to be the fair value per share of such security as mutually agreed upon by the Corporation and the Requisite Holders.

“Original Purchase Price” shall mean $10.00.

“person” shall mean any individual, partnership, company, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or other entity.

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“Purchase Agreement”  shall mean that certain Securities Purchase Agreement, by and among the Corporation and the investors set forth therein, which contemplates a financing to raise a maximum of up to $20,000,000 through the sale of shares of Series A Preferred Stock.

“Requisite Holders” shall mean the holders of at least 75% of the then outstanding shares of Series B Preferred Stock.

“Series B Recapitalization Event” shall mean any stock dividend, stock split, combination, reorganization, recapitalization, reclassification, or other similar event involving a change in the capital structure of the Series B Preferred Stock.

“Series A Certificate of Designation” shall mean the Company’s Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock.

“Series A Preferred Stock” shall mean the shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share, issued on the terms set forth in the Series A Certificate of Designation.

“Subsidiary” means, with respect to any person, (a) a company a majority of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such person, by a subsidiary of such person, or by such person and one or more subsidiaries of such person, (b) a partnership in which such person or a subsidiary of such person is, at the date of determination, a general partner of such partnership, or (c) any other person (other than a company) in which such person, a subsidiary of such person or such person and one or more subsidiaries of such person, directly or indirectly, at the date of determination thereof, has (i) at least a majority ownership interest, (ii) the power to elect or direct the election of the directors or other governing body of such person, or (iii) the power to direct or cause the direction of the affairs or management of such person.  For purposes of this definition, a person is deemed to own any capital stock or other ownership interest if such person has the right to acquire such capital stock or other ownership interest, whether through the exercise of any purchase option, conversion privilege or similar right. A Subsidiary shall, where applicable, also include any direct or indirect subsidiary of the Corporation formed or acquired after the date hereof.

SECTION 3                              Voting Rights.

(a)           General.  Except as otherwise provided by the DGCL and in addition to any voting rights provided by the DGCL or other applicable law, the holders of Series B Preferred Stock shall be entitled to vote (or render written consents) together with the holders of the Series A Preferred Stock, Common Stock and any other class or series of capital stock of the Corporation entitled to vote together with the holders of the Common Stock as a single class on all matters submitted for a vote of (or written consents in lieu of a vote as permitted by the DGCL, the Certificate of Incorporation and the Bylaws) holders of Common Stock; and shall have such other voting rights as are specified in the Certificate of Incorporation and this Certificate of Designation.  When voting together with the holders of Series A Preferred Stock and Common Stock, each share of Series B Preferred Stock shall entitle the holder thereof to such number of votes per share on each such action as shall equal the number of shares of Common Stock (including fractions of a share) into which each share of such Series B Preferred Stock is then convertible (regardless of whether sufficient shares of Common Stock are then authorized or reserved for issuance, it being understood that whenever any provision of this Certificate of Designations refers to the number of shares of Common Stock into which the Series A Preferred Stock is then convertible, such calculation shall be on a pro forma basis assuming that sufficient shares of Common Stock are authorized) on the record date for the determination of the stockholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited.  The holders of Series B Preferred Stock shall be entitled to receive notice of any stockholders’ meeting in accordance with the Certificate of Incorporation and Bylaws of the Corporation.

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(b)           Waivers.  Except to the extent otherwise provided in this Certificate of Designation or required by the DGCL, the Requisite Holders may, via affirmative vote or written consent in lieu thereof, waive any rights of the holders of the Series B Preferred Stock set forth in this Certificate of Designation.  However, as long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without the prior affirmative vote of the Requisite Holders, including, in each case, by merger, consolidation, reorganization or any other means: (a) (i) amend, waive, add to or repeal any provision of, or add any provision to, the Corporation’s Certificate of Incorporation, as amended (including this Certificate of Designation), or Bylaws if such action would adversely alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred Stock, except for the filing of the Series A Certificate of Designation, or (ii) amend, waive, add to or repeal any provision of, or add any provision to, the Series A Certificate of Designation unless a corresponding action has been approved under this Certificate of Designation under the terms hereof, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation (as set forth in Section 5) senior to, or otherwise pari passu with, the Series B Preferred Stock, except for the Series A Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) increase the number of authorized shares of Preferred Stock or any series thereof, (e) (i) increase the number of shares of Series B Preferred Stock authorized pursuant to this Certificate of Designation or increase the number of shares of Series A Preferred Stock authorized pursuant to the Series A Certificate of Designation, (ii)  except in connection with the conversion of the Company’s senior secured convertible notes in the aggregate principal amount of $11,150,000 into shares of Series B Preferred Stock, issue any shares of Series B Preferred Stock, or (iii) except at a closing pursuant to the Purchase Agreement as in effect on the date hereof, issue any shares of Series A Preferred Stock; or (f) enter into any agreement with respect to any of the foregoing. The Company shall not provide any consideration to a holder of Series B Preferred Stock or Series A Preferred Stock in connection with any consent, waiver or approval under this Section 3(b) or Section 7 or under the Series A Certificate of Designation unless identical per-share consideration is provided to each other holder of Series B Preferred Stock and Series A Preferred Stock.

SECTION 4                              Dividends.

(a)           Dividend Amount.  The Series B Preferred Stock shall not bear any mandatory dividend. Dividends on the Series B Preferred Stock shall be payable pari passu with dividends on the Series A Preferred Stock, and only if, as and when declared by the Board of Directors of the Corporation and shall be non-cumulative, and in preference and priority to any payment of any dividend on the Common Stock.  If the assets of the Corporation shall be insufficient to pay the holders of Series B Preferred Stock and Series A Preferred Stock the full amount of unpaid dividends to which they shall be entitled, then the holders of Series B Preferred and Series A Preferred Stock shall share in any such payment of dividends on a pro rata basis according to the respective amounts each such holder would have received had there been sufficient assets therefor.  After payment of such preferential dividends to the holders of shares of the Series B Preferred Stock and Series A Preferred Stock, if the Board of Directors of the Corporation shall declare a dividend payable upon the then outstanding shares of the Common Stock, the Board shall declare at the same time a dividend upon each outstanding share of the Series B Preferred Stock and Series A Preferred Stock, payable at the same time as the dividend paid on the Common Stock, in an amount per share of the Series B Preferred and Series A Preferred Stock equal to the amount payable on the largest number of whole shares of the Common Stock into which each share of the Series B Preferred Stock and Series A Preferred Stock is then convertible pursuant to the applicable provisions of this Certificate of Designation and the Series A Certificate of Designation, as applicable.

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(b)           Distributions Other than Cash. Whenever the distributions provided for in this Section 4 shall be payable in property other than cash, the value of such distribution shall be theFair Market Value thereof.  All distributions (including distributions other than cash) made hereunder shall be made pro rata to the holders of Series B Preferred Stock.

(c)           Equitable Adjustments.  All numbers relating to the calculation of dividends shall be subject to an equitable adjustment in the event of any Series B Recapitalization Event.

SECTION 5                              Liquidation Preference.

(a)           Liquidation Preference of Series B Preferred Stock.  In the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, the holders of Series B Preferred Stock shall be entitled, pari passu with distributions on the Series A Preferred Stock, to have set apart for them, or to be paid, out of the assets of the Corporation available for distribution to stockholders (whether such assets are capital, surplus or earnings) after provision for payment of all debts and liabilities of the Corporation in accordance with the DGCL, before any distribution or payment is made with respect to any shares of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Series B Preferred Stock and Series A Preferred Stock and subject to the liquidation rights and preferences of any class or series of Preferred Stock authorized under Sections 3 and 7 hereof and designated to be senior to, or on a parity with, the Series B Preferred Stock with respect to liquidation preferences, including the Series A Preferred Stock, an amount equal to $10.00 per share of Series B Preferred Stock (which amount shall be subject to an equitable adjustment in the event of any Series B Recapitalization Event).

(b)           Insufficient Assets.  If, upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the assets legally available for distribution among the holders of the Series B Preferred Stock and Series A Preferred Stock shall be insufficient to permit payment to such holders of the full preferential amount as provided for in Section 5(a) above, then such holders shall share ratably in any distribution of available assets according to the respective amounts which would otherwise be payable with respect to the shares of Series B Preferred Stock and Series A Preferred Stock held by them upon such liquidating distribution if all amounts payable on or with respect to such shares were paid in full, based upon the aggregate liquidation value payable upon all shares of Series B Preferred Stock and Series A Preferred Stock then outstanding.

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(c)           Distributions Other than Cash. Whenever the distribution provided for in this Section 5 shall be payable in property other than cash, the value of such distribution shall be thefair market value thereof as determined in good faith by the Board of Directors.All distributions (including distributions other than cash) made hereunder shall be made pro rata to the holders of Series B Preferred Stock and the Series A Preferred Stock.

(d)           Equitable Adjustments.  The amounts to be paid or set aside for payment as provided above in this Section 5 shall be proportionately increased or decreased in inverse relation to the change in the number of outstanding shares resulting from any Series B Recapitalization Event.

(e)           Notwithstanding anything else in this Certificate of Designations, a liquidation, dissolution or winding up, voluntary or involuntary, of the Corporation shall be deemed to include (A) (i) the acquisition of the Corporation by another Person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation or similar transaction, whether of the Corporation with or into any other Person or Persons or of any other Person or Persons with or into the Corporation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation); or (ii) a sale of all or substantially all of the assets of the Corporation on a consolidated basis; provided that a consolidation or merger as a result of which the holders of capital stock of the Corporation immediately prior to such merger or consolidation possess (by reason of such holdings) 50% or more of the voting power of the corporation surviving such merger, consolidation or similar transaction (or other Person which is the issuer of the capital stock into which the capital stock of the Corporation is converted or exchanged in such merger or consolidation) shall not be treated as a liquidation, dissolution or winding up, voluntary or involuntary, of the Corporation within the meaning of this Section 5, (B) a transaction or series of transactions in which a person or group of persons (as defined in Rule 13d-5(b)(1) of the Exchange Act) acquires beneficial ownership (as determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50% of the Common Stock or the voting power of the Corporation, or (C) the sale or exclusive license of all or substantially all of the intellectual property rights of the Company and its subsidiaries..  The Corporation shall take all steps necessary to ensure that no liquidation, dissolution or winding up transaction shall be effected without compliance with this Section 5.  Without limiting the foregoing, if necessary in order to accomplish the objectives of this Section 5, the Corporation shall make payment of the Liquidation Preference of the Series B Preferred Stock by way of redemption of the outstanding shares of Series B Preferred Stock immediately after the consummation of the liquidation, dissolution or winding up.

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SECTION 6                              Conversion Rights.

(a)           General.  Immediately upon the effectiveness of the filing of an amendment to the Corporation’s Certificate of Incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the shares of Series B Preferred Stock into shares of Common Stock, all shares of Series B Preferred Stock shall automatically be converted, without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, into the number of fully paid and nonassessable shares of Common Stock equal to the number obtained by dividing (i) the applicable Original Purchase Price of such Series B Preferred Stock, plus the amount of any accumulated but unpaid dividends as of the Conversion Date, by (ii) the Conversion Price in effect at the close of business on the Conversion Date (determined as provided in this Section 6).

(b)           Fractions of Shares.  No fractional shares of Common Stock shall be issued upon conversion of shares of Series B Preferred Stock.  If more than one share of Series B Preferred Stock shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock to be issued shall be computed on the basis of the aggregate number of shares of Series B Preferred Stock so surrendered.  Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series B Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional share in an amount equal to the product of such fraction multiplied by the Market Price of one share of Common Stock on the Conversion Date.

(c)           Adjustments to Conversion Price.

(i)           Upon Stock Dividends, Subdivisions or Splits.  If, at any time after the date hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date for the determination of holders of Common Stock entitled to receive such stock dividend, or to be affected by such subdivision or split-up, the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of Series B Preferred Stock shall be increased in proportion to such increase in outstanding shares.

(ii)           Capital Reorganization, Merger or Sale of Assets.  If, at any time while this Series B Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Series B Preferred Stock, the holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Series B Preferred Stock is convertible immediately prior to such Fundamental Transaction.  For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder of the Series B Preferred Stock shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Series B Preferred Stock following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the holders new preferred stock consistent with the foregoing provisions and evidencing the holders’ right to convert such preferred stock into Alternate Consideration.  The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation in accordance with the provisions of this paragraph pursuant to written agreements in form and substance reasonably satisfactory to the holder and approved by the holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Series B Preferred Stock, deliver to the holder in exchange for this Series B Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Series B Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Series B Preferred Stock (without regard to any limitations on the conversion of this Series B Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Series B Preferred Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation with the same effect as if such Successor Entity had been named as the Corporation herein.

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(iii)           Deferral in Certain Circumstances.  In any case in which the provisions of this Section 6(c) shall require that an adjustment shall become effective immediately after a record date of an event, the Corporation may defer until the occurrence of such event (1) issuing to the holder of any Series B Preferred Stock converted after such record date and before the occurrence of such event the shares of capital stock issuable upon such conversion by reason of the adjustment required by such event and issuing to such holder only the shares of capital stock issuable upon such conversion before giving effect to such adjustments, and (2) paying to such holder any amount in cash in lieu of a fractional share of capital stock pursuant to Section 6(b) above; provided, however, that the Corporation shall deliver to such holder an appropriate instrument or due bills evidencing such holder’s right to receive such additional shares and such cash.

(d)                 Mechanics of Conversion.  The Series B Preferred Stock shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) of the event triggering automatic conversion pursuant to Section 6(a), and at such time the rights of the holder of such shares of Series B Preferred Stock as a holder shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time.  As promptly as practicable on or after the Conversion Date, and upon surrender of the certificate evidencing such share of Series B Preferred Stock, the Corporation shall issue and shall deliver at any office or agency of the Corporation maintained for the surrender of Series B Preferred Stock a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 6(b).

(e)           Obligation Absolute; Partial Liquidated Damages.  The Corporation’s obligation to issue and deliver the shares of Common Stock upon conversion of the Series B Preferred Stock (the “Conversion Shares”) in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such holder.

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(f)           Notice of Adjustment of Conversion Price.  Whenever the provisions of Section 6(c) require that the Conversion Price be adjusted as herein provided, or at any other time upon request of a holder of Series B Preferred Stock, the Corporation shall compute the adjusted Conversion Price in accordance with Section 6(c) and shall prepare a certificate signed by the Corporation’s chief executive officer or chief financial officersetting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained for such purpose for conversion of shares of Series B Preferred Stock and mailed by the Corporation at its expense to all holders of Series B Preferred Stock at their last addresses as they shall appear in the stock register.

(g)           Corporation to Reserve Common Stock.  Subject to the filing of an amendment to the Corporation’s Certificate of Incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the shares of Series B Preferred Stock into shares of Common Stock, the Corporation shall at all times reserve and keep available, free from preemptive rights, out of the authorized but unissued Common Stock or out of the Common Stock held in treasury, for the purpose of effecting the conversion of Series B Preferred Stock, the full number of shares of Common Stock then issuable upon the conversion of all outstanding shares of Series B Preferred Stock.  The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

(h)           Taxes on Conversions.  The Corporation will pay any and all original issuance, transfer, stamp and other similar taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Series B Preferred Stock pursuant hereto.  The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that of the holder of the share(s) of Series B Preferred Stock to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established to the satisfaction of the Corporation that such tax has been paid.

SECTION 7                                Negative Covenants.  As long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly or indirectly, without first obtaining the approval of the holders of not less than a majority of the total number of shares of Series B Preferred Stock then outstanding, voting together as a single class:

(a)           enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(b)           enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents at a price per share less than $0.0025 (as adjusted for Series B Recapitalization Events and/or for any stock dividend, stock split, combination, reorganization, recapitalization, reclassification, or other similar event involving a change in the capital structure of the Common Stock);

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(c)           repeal any provision of, or add any provision to (including, in each case, by merger, consolidation, reorganization or any other means), the Corporation’s Certificate of Incorporation, as amended (including this Certificate of Designation), or Bylaws if such action would adversely any rights of the holders of Series B Preferred Stock as a class;

(d)           repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock, Common Stock Equivalents, Series A Preferred Stock or Junior Securities;

(e)           pay dividends or distributions on Common Stock of the Corporation;

(f)           enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the Securities and Exchange Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required for board approval); or

(g)           enter into any agreement with respect to any of the foregoing.

“Junior Securities” shall mean the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which, subject to prior compliance with Sections 3 and 7, are explicitly senior or pari passu to the Series B Preferred Stock in dividend rights or liquidation preference.

The Corporation will not, by amendment of its Certificate of Incorporation, as amended, or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designations and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series B Preferred Stock against impairment.

SECTION 8                                Miscellaneous.

(a)           Notices.  All notices, requests and other communications hereunder shall be in writing, shall be either (i) delivered by hand, (ii) made by telex, telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered mail, postage prepaid, return receipt requested.  In the case of notices from the Corporation to the holder of Series B Preferred Stock, they shall be sent to the address furnished to the Corporation in writing by the last holder who shall have furnished an address to the Corporation in writing.  All notices from the holder to the Corporation shall be delivered to the Corporation at Zoo Entertainment, Inc., c/o Zoo Games, Inc., 575 Broadway, New York, NY 10012, Attn:  Chief Financial Officer, or such other address as the Corporation shall so notify the holder.  All notices, requests and other communications hereunder shall be deemed to have been given (i) by hand, at the time of the delivery thereof to the receiving party at the address of such party described above, (ii) if made by telex, telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notices is delivered to the courier service, or (iv) if sent by registered mail, on the fifth business day following the day such mailing is made.

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(b)           Lost or Mutilated Preferred Stock Certificate.  If a holder’s Series B Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series B Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

(c)           Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued interest, as applicable, on the shares of Series B Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

(d)           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof.  Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Certificate of Designation (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby.  If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

(e)           Waiver.  Any waiver by the Corporation or a holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other holders of Series B Preferred Stock.  The failure of the Corporation or a holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion.  Any waiver by the Corporation or a holder must be in writing.

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(f)           Severability.  If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.  If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

(g)           Next Business Day.  Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(h)           Headings.  The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

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 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock to be signed by David Fremed, its Chief Financial Officer, this 20th day of November, 2009.

By:	/s/ David Fremed
	Name: David Fremed
	Title:   Chief Financial Officer

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EX-4.1

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE  SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ANY EXERCISE HEREOF MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

           Date of Issuance: November 20, 2009

No. ____________	For the Purchase
	of [______] shares
	of Common Stock

WARRANT TO PURCHASE

COMMON STOCK

OF

ZOO ENTERTAINMENT, INC.

(A DELAWARE CORPORATION)

ZOO ENTERTAINMENT, INC., a Delaware corporation (the “Company”), for value received, hereby certifies that [Terren Peizer] (including any designee, successor, or assignee, the “Holder”), is entitled, subject to the terms set forth herein, to purchase from the Company, at any time or from time to time on or after the date hereof (the “Initial Exercise Date”) and at or before 5:00 p.m. New York City time on November [], 2014 (the “Expiration Date”), [______] shares of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), at a purchase price per share equal to $[0.01] per share (the “Exercise Price”), as adjusted upon the occurrence of certain events as set forth in this Warrant. The shares of stock issuable upon exercise of this Warrant, and the purchase price per share, are hereinafter referred to as the “Warrant Stock” or “Warrant Shares”, and the “Purchase Price,” respectively.

This Warrant is being issued pursuant to a Securities Purchase Agreement and a Registration Rights Agreement between the Company and the initial Holder, each dated as of the date hereof (together with this Warrant and the other documents contemplated hereby and thereby, collectively, the “Transaction Documents”).  Capitalized terms used and not defined herein shall have the meanings set forth in the Purchase Agreement or the Registration Rights Agreement as applicable.

1.           Exercise.

1.1           Manner of Exercise; Payment in Cash.  This Warrant may be exercised by the Holder, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date, by delivery to the Company of the purchase form (the “Purchase Form”) appended hereto as Exhibit A duly executed by the Holder, at the principal office of the Company, or at such other place as the Company may designate, and, within three (3) Trading Days of the date that such Purchase Form is delivered to the Company, the Company shall have received the payment of the aggregate Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise.  Payment of the Purchase Price shall be in cash or by certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds, unless the exercise is cashless pursuant to Section 1.4(a). Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Purchase Form is delivered to the Company.  Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.  The Company shall deliver any objection to any Purchase Form within three (3) Trading Days of receipt of such notice.  In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this Section 1.1, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

1.2           Effectiveness.  Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which the Purchase Form is delivered to the Company as provided in Section 1.1 above.  At such time, the Person or Persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1.3 below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates.

1.3           Exercise and Delivery of Certificates.  As soon as practicable after the exercise of this Warrant in full or in part, and in any event within ten (10) Business Days thereafter, the Company, at its sole expense, will cause to be issued in the name of, and delivered to, the Holder, or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(a)           A certificate or certificates for the number of full shares of Warrant Stock to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount determined pursuant to Section 1.5 hereof; and

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(b)           In case such exercise is in part only, the Company’s records shall be adjusted as provided in Section 1.1 above to reflect that this Warrant represents the right to acquire the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Holder upon such exercise together with any previous exercise.

(c)           In lieu of delivering physical certificates for the Warrant Shares, provided the Company’s Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program and that any legend upon the certificates for the Warrant Shares shall have been removed pursuant to the Purchase Agreement, upon request of the Holder, the Company shall use commercially reasonable best efforts to cause its transfer agent to electronically transmit such Warrant Shares to the Holder’s Deposit/Withdrawal at Custodian (DWAC) account with DTC.

(d)           In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate representing Warrant Shares by the third Trading Day after the date on which delivery of such certificate is required by this Warrant, and if after such third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing bid price on the date of the event giving rise to the Company’s obligation to deliver such certificate.

1.4           Right to Convert Warrant into Stock: Net Issuance.

(a)           Right to Convert.  In addition to and without limiting the rights of the Holder under the terms of this Warrant, if at any time or from time to time the Warrant Stock is not registered pursuant to an effective registration statement, then from such time and continuing until the Warrant Stock is so registered, the Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Warrant Stock as provided in this Section 1.4 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the Holder (without payment by the Holder of any Purchase Price or any cash or other consideration) that number of shares of fully paid and nonassessable Warrant Stock equal to the quotient obtained by dividing (X) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 1.4(c) hereof), which value shall be determined by subtracting (A) the aggregate Purchase Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date by (Y) the fair market value of one share of Warrant Stock on the Conversion Date.

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Expressed as a formula, such conversion shall be computed as follows:

X           =           B-A

             Y

where:

X  =           the number of shares of Warrant Stock that may be issued to Holder

Y  =           the fair market value (FMV) of one share of Warrant Stock

A  =           the aggregate Warrant Price (i.e., Converted Warrant Shares x Purchase Price)

B  =           the aggregate FMV (i.e., FMV x Converted Warrant Shares)

No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date.

(b)           Method of Exercise.  If there is no registration statement then effective under the Securities Act, the Conversion Right may be exercised by the Holder by delivery of the Purchase Form in the form attached hereto as Exhibit A duly completed and executed and indicating the number of shares subject to this Warrant which are being surrendered (referred to in Section 1.4(a) hereof as the Converted Warrant Shares) in exercise of the Conversion Right.  Such conversion shall be effective upon receipt by the Company of the aforesaid Purchase Form, or on such later date as is specified on the Purchase Form (the “Conversion Date”), and, at the election of the Holder hereof, may be made contingent upon the occurrence of any Fundamental Transaction (as defined in Section 2.4 hereof).  Certificates for the shares issuable upon exercise of the Conversion Right shall be issued as of the Conversion Date and shall be delivered to the Holder within ten (10) Business Days following the Conversion Date.

(c)           Determination of Fair Market Value.  For purposes of this Section 1.4, “fair market value” of a share of Warrant Stock as of a particular date (the “Determination Date”) shall be determined as follows:

(1)           If the Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) Stock Market, then the closing bid price on the day before the Determination Date; or

(2)           If the Common Stock is not traded on an exchange or on the NASDAQ Stock Market but is traded in the over-the-counter market, then the closing bid price on the day before the Determination Date; or

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(3)           In the event that the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up with respect to the Common Stock under the Company’s Certificate of Incorporation, then the fair market value per share of the Warrant Stock shall be determined by aggregating all amounts to be payable per share to holders of the Common Stock in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Warrant Stock in liquidation, assuming for the purposes of this subsection (3) that all of the shares of Warrant Stock issuable upon exercise of all of the Warrants are outstanding at the Determination Date; or

(4)           In all other cases, the fair market value per share of the Warrant Stock shall be determined in good faith by the Company’s Board of Directors upon review of relevant factors.

1.5           Fractional Shares.  The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the fair market value of the Warrant Stock reasonably determined by The Board of Directors of the Company (and, in the case of a conversion of this Warrant, in accordance with Section 1.4(c)).

1.6           Limitations on Exercise.  For so long as Holder or any of its Affiliates hold any Preferred Shares, Warrants, Warrant Shares, or shares of Common Stock, neither Holder nor any Affiliate will engage or participate in any actions, plans or proposals which relate to or would result in the acquiring by Holder or any Affiliate of additional securities of the Company, alone or together with any other Person, which would result in Holder or any Affiliate beneficially owning or controlling more than 9.99% of the total outstanding Common Stock or other voting securities of the Company.  To comply with this restriction, the aggregate number of Warrant Shares issuable upon exercise of the Warrant on any exercise date, when aggregated with all other shares of Common Stock deemed beneficially owned by the Holder and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), shall not result in the Holder or any Affiliate beneficially owning or controlling more than 9.99% of all Common Stock outstanding on such exercise date, as determined in accordance with Section 13(d) of the Exchange Act.  In addition, as of any date, the aggregate number of shares of Common Stock with respect to which this Warrant is exercisable within 61 days, together with all other shares of Common Stock then beneficially owned (as such term is defined in Rule 13(d) under the Exchange Act) by Holder and its Affiliates, shall not exceed 9.99% of the total outstanding shares of Common Stock of the Company as of such date.

2.           Certain Adjustments.  The Purchase Price and the number of shares of Warrant Stock deliverable upon exercise of the Warrant shall be subject to adjustment from time to time as follows:

2.1           Subdivision, Consolidation, Reclassification or Change in Common Stock.  In the event of any subdivision, combination, consolidation, reclassification or other change of the Common Stock into a greater or lesser number or different class or classes of stock, the number of shares of Warrant Stock deliverable upon exercise of this Warrant shall be determined in accordance with the terms of the Certificate of Incorporation or other document effecting or otherwise determining such change, and the Purchase Price for such Warrant Stock shall be proportionately reduced. Any adjustment made pursuant to this Section 2.1 shall become effective immediately after the effective date in the case of a subdivision, combination, consolidation, reclassification or other change.

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2.2           Subdivision, Consolidation, Reclassification or Change in Warrant Stock.  In the event of any subdivision, combination, consolidation, reclassification or other change of the Warrant Stock into a lesser number or different class or classes of stock, the number of shares of Warrant Stock deliverable upon exercise of this Warrant shall be proportionally decreased and the Purchase Price for such Warrant Stock shall be proportionately increased.  In the event of any subdivision, combination, consolidation, reclassification or other change of the Warrant Stock into a greater number or different class or classes of stock, the number of shares of Warrant Stock deliverable upon exercise of this Warrant shall be proportionally increased and the Purchase Price for such Warrant Stock shall be proportionately reduced. Any adjustment made pursuant to this Section 2.2 shall become effective immediately after the effective date in the case of a subdivision, combination, consolidation, reclassification or other change.

2.3           Dividends or Other Distributions.

(a)           In the event that the Company issues additional shares of Common Stock as a dividend or other distribution with respect to the Common Stock, the number of shares of Warrant Stock deliverable upon exercise of this Warrant shall be determined in accordance with the terms of the Certificate of Incorporation or other document effecting or otherwise determining such change, and the Purchase Price for such Warrant Stock shall be proportionately reduced.  Any adjustment made pursuant to this Section 2.3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution.

(b)           If the Company, at any time while this Warrant is outstanding, distributes to holders of Common Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by Section 2.3(a) above), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”), then in each such case the Holder shall be entitled upon any partial or complete exercise of this Warrant to receive the amount of Distributed Property which would have been payable to the Holder had such Holder been the holder of such Warrant Shares on the record date for the determination of stockholders entitled to receive the Distributed Property.  The Company will at all times set aside in escrow and keep available for distribution to such holder upon exercise of this Warrant a portion of the Distributed Property to satisfy the distribution to which such Holder is entitled pursuant to this Section 2.3(b).  Any adjustment made pursuant to this Section 2.3(b) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution.

2.4           Fundamental Transactions.

(a)           If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property, or such offer is proposed and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each of the foregoing events described in clauses (i)-(v), a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock of the successor or acquiring corporation (the “Successor Entity”) or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

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(b)           The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 2.5(b) and shall, at the option of the Holder of this Warrant, deliver or cause to be delivered to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction).

(c)           Upon the occurrence of any Fundamental Transaction, the Successor Entity, if any, shall succeed to and be substituted for the Company (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company, and shall assume all of the obligations of the Company, under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

2.5           Certificate of Adjustment.  When any adjustment is required to be made in the Purchase Price, the Company shall promptly provide to the Holder (pursuant to the notice provisions of Section 9 hereof) a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.  Delivery of such certificate shall be deemed to be a final and binding determination with respect to such adjustment unless challenged by the Holder within ten (10) Business Days of receipt thereof.  Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in this Section 2.

3.           Compliance with Securities Act.

3.1           Unregistered Securities.  The Holder acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any successor legislation (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock in the absence of (i) an effective registration statement under the Securities Act covering this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable “blue sky” or state securities law then in effect, or (ii) an opinion of counsel selected by the Holder that such registration and qualification are not required.  The Company may reasonably delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company reasonably deems necessary under any applicable law (including without limitation state securities or “blue sky” laws).

3.2           Investment Compliance.  The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act, without prejudice, however, to the Holder’s right at all times to sell or otherwise dispose of all or any part of such Warrant or Warrant Shares in compliance with applicable federal and state securities laws.  Subject to the immediately preceding sentence, nothing contained in this Section 3.2 shall be deemed a representation or warranty by the Holder of any intent to hold the Warrant or Warrant Shares for any period of time.

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3.3           Legend.  Certificates delivered to the Holder pursuant to Section 1.3 shall bear the following legend or a legend in substantially similar form and the Company shall have the obligation to remove such legend as set forth in Section 4.1 of the Purchase Agreement:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SELECTED BY HOLDER THAT AN EXEMPTION FROM REGISTRATION IS THEN AVAILABLE. THE SHARES REPRESENTED BY THIS CETIFICATE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”

4.           Reservation of Stock.  The Company does not and will not have a sufficient number of shares of Common Stock authorized for the issuance of all Warrant Shares issuable upon exercise of this Warrant until such time as the effectiveness of the filing of an amendment to the Company’s Certificate of Incorporation authorizing a sufficient number of shares of Common Stock to permit such issuance.  This Warrant cannot be exercised until the prior effectiveness of the filing of such an amendment.  The Company covenants and agrees that, upon and subsequent to such effectiveness and until the Expiration Date, the Company will at all times have authorized and in reserve, and will keep available, solely for issuance or delivery upon the exercise of this Warrant, the shares of Warrant Stock and other securities and properties as from time to time shall be issuable upon the exercise of this Warrant, free and clear of all restrictions on sale or transfer and free and clear of all preemptive rights and rights of first refusal or any other contingent purchase rights of persons other than the Holder. The Company will take all such action as may be necessary to assure that the Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any Trading Market upon which the Common Stock may be listed or quoted.

5.           Replacement of Warrants.  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in standard form and in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

6.           Covenants and Obligations of Company.

6.1           The Company covenants that all Warrant Shares shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized and issued and fully paid and nonassessable.

6.2           The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares; provided, however, that the Company shall be under no obligation to issue and deliver Warrant Shares to any transferee of the Holder if the transferee is a Person to whom the Warrant or Warrant Shares could not be sold under applicable securities laws or an exemption therefrom.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to the Holder hereunder, at law or in equity.

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6.3           The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

7.           Transferability.  Subject to compliance with any applicable securities laws and the conditions set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  The Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder for the purchase of Warrant Shares without having a new Warrant issued.

8.           No Rights as Stockholder.  Until the exercise of this Warrant, the Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company including, without limitation, any voting rights.

9.           Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 9 prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 9 on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given.  The address for all notices and communications shall be: (1) if to the Company: Zoo Entertainment, Inc., c/o Zoo Publishing, Inc., 3805 Edwards Road, Suite 605, Cincinnati, Ohio 45209, Facsimile No.: 513-278-0111, Attn: Mark Seremet, or such other address as the Company shall so notify the Holder, and (2) if to the Holder, to the most recent address and facsimile number furnished to the Company in writing by the Holder.  All notices, requests and other communications hereunder shall be deemed to have been given (i) by hand, at the time of the delivery thereof to the receiving party at the address of such party described above, (ii) if made by facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next Business Day following the day such notice is delivered to the courier service, or (iv) if sent by registered mail, on the fifth Business Day following the day such mailing is made.

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10.           Amendment, Modification and Waiver.  This Warrant may be amended or modified with the written consent of the Company and the Holder.  Any waiver or consent hereunder must be in writing and shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

11.           Assignment.  This Warrant may not be assigned by the Company except to a Successor Entity in the event of a Fundamental Transaction.  This Warrant shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.  This Warrant may be amended only in writing signed by the Company and the Holder or their respective successors and assigns, as applicable.

12.           Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, whenever Holder exercises a right, election, demand or option owed to Holder by the Company under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided (including any applicable cure period), then, prior to the performance by the Company of the Company’s related obligation, Holder may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

13.           Headings.  The headings in this Warrant are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions of this Warrant.

14.           Governing Law.  This Warrant will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of law principles thereof.  The Company agrees that all Proceedings concerning this Warrant or the transactions contemplated hereby may be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”) and hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that the Company is not personally subject to the jurisdiction of any such New York Court or that such Proceeding has been commenced in an improper or inconvenient forum.

-10-

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

ZOO ENTERTAINMENT, INC.

By:

Name:

Title:

EXHIBIT A

PURCHASE FORM

To:           ZOO ENTERTAINMENT, INC.

The undersigned pursuant to the provisions set forth in the attached Warrant (No. W-____), hereby irrevocably elects to (check one):

_____ (A) purchase ___ shares of Common Stock, par value $0.001 per share (the “Common Stock”) of ZOO ENTERTAINMENT, INC., covered by such Warrant and herewith makes payment of $_____________, representing the full purchase price for such shares at the price per share provided for in such Warrant; or

_____ (B) convert ___ Converted Warrant Shares into that number of shares of fully paid and nonassessable shares of Common Stock, determined pursuant to the provisions of Section 1.4 of the Warrant.

Desired Conversion Date:   _______________

By:
	Print Name:
Dated:

A-1

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information.  Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
Dated: _________  , 200_	(Please Print)
Holder’s Signature:  ______________________________
Holder’s Address:  _______________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever, unless this Warrant has previously been transferred in which case the Holder named above must be the prior transferee and current Holder.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-10.1

AMENDMENT NO. 6

TO

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

This Amendment No. 6 (this “Amendment”), dated as of November 20, 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).

RECITALS

WHEREAS, the Company entered into that certain Note Purchase Agreement, dated as of July 7, 2008, as subsequently amended on July 15, 2008, July 31, 2008 and August 12, 2008, pursuant to which the Company consummated a financing (the “First Financing”) to raise $9,000,000 through the sale of senior secured convertible promissory notes (the “Notes,” such term to refer to all senior secured convertible promissory notes described in these Recitals, in the aggregate principal amount of $11,150,000, as amended to date) to certain investors, and the issuance to such investors of warrants to purchase an aggregate of 8,181,818 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”); and

WHEREAS, on July 7, 2008, Trinad Capital Master Fund, Ltd. (“Trinad”) invested $2,500,000 in the First Financing and received a Note in the principal amount of $2,500,000; and

WHEREAS, on July 7, 2008, Back Bay LLC (“Back Bay”) invested $2,000,000 in the First Financing and received a Note in the principal amount of $2,000,000; and

WHEREAS, on July 7, 2008, the Company issued to Trinad Capital Management, LLC, a Note in the principal amount of $750,000; and

WHEREAS, on July 10, 2008, Cipher 06 LLC invested $150,000 in the First Financing and received a Note in the principal amount of $150,000; and

WHEREAS, on July 24, 2008, each of Soundpost Capital, LP and Soundpost Capital Offshore Ltd. invested $500,000 in the First Financing and each received a Note in the principal amount of $500,000; and

WHEREAS, on August 1, 2008, Trinad invested $1,500,000 in the First Financing and received a Note in the principal amount of $1,500,000; and

WHEREAS, on August 12, 2008, Amendment No. 1 to the Senior Secured Convertible Promissory Notes was executed; and

WHEREAS, on August 13, 2008, S.A.C. Venture Investments, LLC invested $1,850,000 in the First Financing and received a Note in the principal amount of $1,850,000; and

WHEREAS, on September 26, 2008, the Company entered into that certain Note Purchase Agreement, pursuant to which the Company consummated a second financing (the “Second Financing”) to raise $1,400,000 through the sale of Notes to certain investors, and the issuance to such investors of warrants to purchase an aggregate of 1,272,727 shares of Common Stock; and

WHEREAS, on September 26, 2008, Trinad invested $500,000 in the Second Financing and received a Note in the principal amount of $500,000; and

WHEREAS, on September 26, 2008, Back Bay invested $500,000 in the Second Financing and received a Note in the principal amount of $500,000; and

WHEREAS, on September 26, 2008, John S. Lemak invested $100,000 in the Second Financing and received a Note in the principal amount of $100,000; and

WHEREAS, on September 26, 2008, Sandor Capital Master Fund LP invested $300,000 in the Second Financing and received a Note in the principal amount of $300,000; and

WHEREAS, on June 26, 2009, the Requisite Holders executed and delivered Amendment No. 2 to Senior Secured Convertible Promissory Note (“Amendment No. 2”), pursuant to which the Notes were amended to provide, among other things, that the outstanding principal plus accrued and unpaid interest under the Notes shall automatically convert into shares of Common Stock upon the occurrence of both the effectiveness of the filing of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to permit the conversion of the Notes, and the consummation of an Investor Sale (as defined therein); and

WHEREAS, on August 31, 2009, the Requisite Holders executed and delivered Amendment No. 3 to Senior Secured Convertible Promissory Note, pursuant to which the Notes were amended to, among other things, extend the maturity dates of the Notes to September 30, 2009, and modify the definition of “Investor Sale” set forth therein to be the consummation of a sale of shares of Common Stock that results in aggregate gross proceeds to the Company of at least $4,000,000, at a price per share equal to $0.20 (a “Qualified Financing”); and

WHEREAS, on October 6, 2009, the Requisite Holders executed and delivered Amendment No. 4 to Senior Secured Convertible Promissory Note, pursuant to which the Notes were amended, among other things, to provide that if the Notes do not convert on or prior to November 2, 2009, the provisions of the Notes, as amended, with respect to automatic conversion upon the consummation of a Qualified Financing, shall become null and void and shall be of no further effect; and

WHEREAS, on November 2, 2009, the Requisite Holders executed and delivered Amendment No. 5 to Senior Secured Convertible Promissory Note, pursuant which the maturity dates of the Notes was extended to February 2, 2010, and to provide that if the Notes do not convert on or prior to February 2, 2010, the provisions of the Notes, as amended, with respect to automatic conversion upon the consummation of a Qualified Financing, shall become null and void and shall be of no further effect; and

WHEREAS, a schedule of the Notes and the current holders thereof is attached as Schedule A; and

WHEREAS, pursuant to Section 8 of the Notes, the Notes may be amended with the consent of the Company and the holders of Notes representing at least seventy-five percent (75%) of the aggregate principal amount then outstanding under all Notes (the “Requisite Holders”); and

WHEREAS, the undersigned holders constitute the Requisite Holders and desire to further amend certain provisions of all of the Notes.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the undersigned parties do hereby agree as follows:

AGREEMENT

1.   Amendment to Section 2 of the Notes.  Effective immediately on the date hereof (the “EffectiveDate”), Section 2 of each of the Notes shall be deleted in its entirety and replaced with the following:

“2.           Conversion.

(a)           General.  Upon the occurrence of an Investor Sale, the outstanding principal balance and all accrued and unpaid interest under this Note (collectively, the “Note Value”) shall automatically be converted, in whole, into shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), at a rate of one (1) share of Series B Preferred Stock for each $10.00 (the “Conversion Price”) of the Note Value on the Mandatory Conversion Date (as defined below).  The “MandatoryConversion Date” means the closing of an Investor Sale.  On the Mandatory Conversion Date, this Note shall be deemed converted automatically and without any further action by the Holder and whether or not this Note is surrendered to the Company or the transfer agent for this Note; provided, however, that the Company shall not be obligated to issue a certificate or certificates evidencing the shares into which this Note is convertible unless this Note is delivered to the Company, or the holder notifies the Company that the Note has been lost, stolen, or destroyed and executes and delivers an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith and, if the Company so elects, provides an appropriate indemnity.

(b)           Issuance of Conversion Shares.  Upon conversion of this Note pursuant to Section 2(a), the Holder shall be deemed to be the holder of record of Series B Preferred Stock issuable upon such conversion (the “Conversion Shares”), notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Conversion Shares shall not then have been actually delivered to the Holder.  If required by the Company, the Note surrendered shall be endorsed or accompanied by a written instrument or instruments of surrender, in form satisfactory to the Company, duly executed by the registered holder or his or its attorney duly authorized in writing.  Subject to compliance with the provisions of Section 2(a), the Company shall, as soon as practicable after such surrender, issue and deliver to such holder of this Note, or to his or its nominees, a certificate or certificates for the Conversion Shares to which such holder shall be entitled.

(c)           Termination of Rights Under this Note.  Immediately upon the Mandatory Conversion Date, this Note shall no longer be deemed to be outstanding and all rights with respect to this Note shall immediately cease and terminate on the Mandatory Conversion Date, except only the right of the Holder to receive the shares to which it is entitled as a result of the conversion on the Mandatory Conversion Date under the terms, and subject to conditions, of this Note.

(d)           Taxes or other Issuance Charges.The issuance of any Conversion Shares upon conversion of this Note, and the delivery of certificates or other instruments representing the same, shall be made without charge to the Holder for any tax or other charge in respect of such issuance.   The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate or instrument in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

(e)           Holder Not a Stockholder.  The Holder shall not have, solely on account of such status as a holder of this Note, any rights of a stockholder of the Company, either at law or in equity, or any right to any notice of meetings of stockholders or of any other proceedings of the Company until such time as this Note has been converted pursuant to Section 2(a), at which time the Holder shall be deemed to be the holder of record of the Conversion Shares, as applicable, notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Conversion Shares shall not then have been actually delivered to the Holder.

(f)           Fractional Shares.  No fractional shares of Series B Preferred Stock shall be issued upon conversion of this Note.  In lieu thereof, the shares of Series B Preferred Stock otherwise issuable shall be rounded up or down to the nearest whole share of Series B Preferred Stock.

(g)           Securities Act of 1933.Upon conversion of this Note, the Holder may be required to execute and deliver to the Company an instrument, in form satisfactory to the Company, representing that the shares of Series B Preferred Stock issuable upon conversion hereof are being acquired for investment only and not with a view to distribution within the meaning of the Securities Act of 1933, as amended.

(h)           The “InvestorSale” shall mean the closing of the sale of shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share, on substantially the terms set forth in the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock, in the form attached hereto as Exhibit A (the “Series A Certificate of Designation”), so long as (A) such sale results in aggregate gross cash proceeds to the Company of at least Four Million Dollars ($4,000,000) and (B) each share of Series A Convertible Preferred Stock is initially convertible into 1,000 shares of the Company’s Common Stock, par value $0.001 per share.”

2.   Termination of Side Letter, dated June 26, 2009.  The undersigned hereby agree that the side letter, dated as of June 26, 2009 (the “Letter Agreement”), pursuant to which the Company granted to the Holders certain registration rights with respect to the shares of common stock issuable upon conversion of the Notes pursuant to Amendment No. 2 is hereby terminated in its entirety, effective immediately, and shall have no further force and effect as of such date.  Any and all rights and obligations of the Company granted pursuant to and as set forth in the Letter Agreement are hereby terminated and shall cease to exist as of the date hereof.

3.   Representations and Warranties.  The Company hereby makes the following representations and warranties to each Holder:

(a) Capitalization.  The capitalization of the Company following the consummation of the transactions contemplated by this Amendment and the Investor Sale (as defined in the Notes, as amended by this Amendment) will be as set forth on Schedule 3 attached hereto.

(b) Organization and Qualification.  Each of the Company and each of its subsidiaries (each, a “Subsidiary”) is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.  Each of the Company and each Subsidiary is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, have or reasonably be expected to result in (i) an adverse effect on the legality, validity or enforceability of this Amendment, the Certificate of Designation, Rights and Preferences of Series B Convertible Preferred Stock, attached hereto as Exhibit B and/or the aforementioned Series A Certificate of Designation (the “Transaction Documents”), (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company's ability to perform on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c)           Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder.  Except for the need to obtain stockholder approval with respect to the filing of an amendment to the Company’s certificate of incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the Series A Preferred Stock and Series B Preferred Stock (as defined in the Notes, as amended by this Amendment) into shares of Common Stock, the execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith.  Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

(d)           No Conflicts.  Except for the need to obtain approval of this Amendment by the Requisite Holders and the need to obtain stockholder approval with respect to the filing of an amendment to the Company’s certificate of incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the Series A Preferred Stock and Series B Preferred Stock into shares of Common Stock, the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(e)           Filings, Consents and Approvals.  The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the issuance of the Series A Preferred Stock, Series B Preferred Stock or shares of Common Stock upon conversion of the Series A Preferred Stock and Series B Preferred Stock, other than (i) the need to obtain approval of this Amendment by the Requisite Holders, (ii) filings required by state securities laws or the Commission, which the Company will promptly make (at the sole expense of the Company), (iii) the filing of an amendment to the Company’s certificate of incorporation authorizing a sufficient number of shares of Common Stock to permit the conversion of the Series A Preferred Stock and Series B Preferred Stock into shares of Common Stock and (iv) filings that have been made or obtained prior to the date of this Agreement.

(f)           Issuance of the Securities.  Except for the need to obtain stockholder approval in order to increase the amount of authorized Common Stock, the issuance, sale and delivery of the Series B Preferred Stock in accordance with this Amendment, and the issuance and delivery of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, have been duly authorized by all necessary corporate action on the part of the Company, and all such shares have been, or will be, duly reserved for issuance.  Such securities when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, will be duly and validly issued, fully paid and non-assessable.

(g)           The representations and warranties contained in Section 3.1 of the Securities Purchase Agreement, dated as of the date hereof, relating to the Investor Sale, are incorporated herein by reference.

4.              Except as otherwise set forth herein, the Notes shall remain in full force and effect without change or modification.  This Amendment, the Notes, as amended, and other agreements related to the Notes constitute the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior and current understandings and agreements, including the Letter Agreement, whether written or oral, with respect to such subject matter.  The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other term or provision hereof.  The headings in this Amendment are for convenience of reference only and shall not alter, limit or otherwise affect the meaning hereof.  This Amendment may be executed in any number of counterparts, which together shall constitute one instrument, and shall bind and inure to the benefit of the parties and their respective successors and assigns.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on their behalf as of the date first written above. Each holder of Notes below represents that it is the record and beneficial owner of its Note(s) and has full power and authority to execute and deliver this Amendment.

COMPANY: ZOO ENTERTAINMENT, INC.
By:	/s/ David Fremed
	Name: David Fremed
	Title:   Chief Financial Officer

PURCHASERS: TRINAD CAPITAL MASTER FUND, LTD. (with respect to approximately $1,902,118 of principal plus accrued interest underlying the Notes held by Trinad Capital Master Fund, Ltd.)
By:	/s/ Robert Ellin
	Name: Robert Ellin
	Title:

BACK BAY LLC
By:	/s/ Harris Toibb
	Name: Harris Toibb
	Title:   CEO, Roxbury LLC, Manager

CIPHER 06 LLC
By:
	Name:
	Title:

SOUNDPOST CAPITAL, LP
By:	/s/ Jaime Lester
	Name: Jaime Lester
	Title:   Managing Member

SOUNDPOST CAPITAL OFFSHORE LTD.
By:	/s/ Jaime Lester
	Name: Jaime Lester
	Title:   Managing Member

 [Additional Signature Pages Follows]

TRINAD MANAGEMENT, LLC
By:	/s/ Robert Ellin
	Name: Robert Ellin
	Title:

S.A.C. VENTURE INVESTMENTS, LLC
By:	/s/ Peter A. Nussbaum
	Name: Peter A. Nussbaum
	Title:   Authorized Signatory

SANDOR CAPITAL MASTER FUND LP
By:
	Name:
	Title:
	JOHN S. LEMAK

COAST SIGMA FUND, LLC
By:	/s/ David E. Smith
	Name: David E. Smith
	Title:

DAVE SMITH
By:	/s/ David E. Smith
	Name: David E. Smith
	Title:

DAVID E. SMITH
By:	/s/ David E. Smith
	Name: David E. Smith
	Title:

TRINAD ADVISORS
By:	/s/ Robert Ellin
	Name: Robert Ellin
	Title:

TRINAD ADVISORS GP
By:	/s/ Robert Ellin
	Name: Robert Ellin
	Title:

[Additional Signature Page Follows]

TRINAD ADVISORS II GP
By:	/s/ Robert Ellin
	Name: Robert Ellin
	Title:

        

ROBERT ELLIN
By:	/s/ Robert Ellin
	Name: Robert Ellin

JAY A. WOLF
By:	/s/ Jay Wolf
	Name: Jay Wolf

DALE LEIBOWITZ GIFT TRUST
By:	/s/ Sheri Kole
	Name: Sheri Kole
	Title:   Investment Advisor

DAVID CHAZEN
By:	/s/ David Chazen
	Name: David Chazen

DAVID CHAZEN FOUNDATION
By:	/s/ David Chazen
	Name: David Chazen
	Title:

DAVID R. CHAMBERLIN
By:	/s/ David R. Chamberlin
	Name: David R. Chamberlin

DAVID WOLF
By:	/s/ David Wolf
	Name: David Wolf
	HAROLD THAU

JEROME A. CHAZEN
By:	/s/ Jerome Chazen
	Name: Jerome Chazen

LYRICAL MULTI-MANAGER FUND L.P.
By:	/s/ Jeffrey Moses
	Name: Jeffrey Moses
	Title:   Chief Operating Office of General Partner

[Additional Signature Page Follows]

MARY WOLF
By:	/s/ Mary Wolf
	Name: Mary Wolf
	PETER T. PAUL TTEE
	PINE STREET INSTITUTIONAL PARTNERS

SHADOW CAPITAL
By:	/s/ B. Kent Garlinghouse
	Name: B. Kent Garlinghouse
	Title:   Manager

SHERI UROWSKI
By:	/s/ Sheri Urowski
	Name: Sheri Urowski
	JOHN DENVER
	CITCO GLOBAL CUSTODY NV. KBC
	CREDIT SUISSE

EX-10.2

Amendment No. 2 to Letter Agreement

THIS AMENDMENT (the “Amendment”) is made as of November 20, 2009, by and between Mark Seremet (“Seremet”) and Zoo Entertainment, Inc. (the “Company”).

WHEREAS, reference is made to that certain letter agreement, by and between Seremet and the Company, dated May 12, 2009, pursuant to which in consideration of Seremet entering into a guaranty with Wells Fargo, Bank, National Association for the full and prompt payment and performance by the Company and its subsidiaries of the obligations in connection with a purchase order financing (the “Guaranty” and “Loan”, respectively), the Company agreed to provide certain compensation to Seremet (the “Letter Agreement”); and

WHEREAS, on August 31, 2009, in consideration of Seremet entering into a guaranty with Solutions 2 Go Inc. to guaranty the payment of all indebtedness of the Company and its affiliates in connection with that certain Advance Agreement, by and among the Company, Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009 (the “Advance Agreement”), the Company entered into an amendment to the Letter Agreement to provide that the references to the Loan and the Guaranty as such terms are used in the Letter Agreement, shall be set deemed to include, respectively, the advance made to the Company under the Advance Agreement, and the guaranty made by Seremet to Solutions 2 Go Inc. in connection therewith; and

WHEREAS, the Company and Seremet desire to amend certain provisions of the Letter Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Letter Agreement as follows:

1.           The first sentence of Section 1 of the Letter Agreement is hereby deleted in its entirety and replaced with the following:

“For so long as the Loan and the Guaranty remain in full force and effect, but only for a period ending on November 30, 2010, Zoo shall pay you a monthly fee of $10,000 per month; provided, however, if for any three consecutive months no amount of the Loan is due and owing (but it has not been terminated) for any one day during that time, the monthly fee shall not be owed for the following month.”

2.           The Letter Agreement is hereby amended to delete the language in Section 2 of the Letter Agreement in its entirety, and replace it with the following language:

“In consideration of your continued personal guarantees, the Company’s Board of Directors has approved the issuance to you of an option to purchase (or restricted stock or other incentives intended to comply with Section 409A of the Internal Revenue Code, equal to) 6.25% of the Company’s outstanding shares of common stock, as soon as possible following the consummation of that certain financing currently contemplated by the Company to raise up to $5,000,000, on such terms and conditions as shall be determined by the Board of Directors.  If the Company’s Board of Directors determines that the aforementioned issuance will be in the form of options to purchase 6.25% of the Company’s then outstanding shares, the options to acquire such shares shall be based on a fully diluted current basis as adjusted for stock splits, dividends, reorganizations and like events.”

3.           This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the parties relating to the subject matter hereof.  The statements and agreements in this Amendment shall be binding on the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective successors and assigns.  This Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on their behalf as of the date first written above.

COMPANY:
ZOO ENTERTAINMENT, INC.
By:	/s/ David Fremed
Name:	David Fremed
Title:	Chief Financial Officer
By:	/s/ Mark Seremet
Name:	Mark Seremet

EX-10.3

Amendment No. 2 to Letter Agreement

THIS AMENDMENT (the “Amendment”) is made as of November 20, 2009, by and between David Rosenbaum (“Rosenbaum”) and Zoo Entertainment, Inc. (the “Company”).

WHEREAS, reference is made to that certain letter agreement, by and between Rosenbaum and the Company, dated May 12, 2009, pursuant to which in consideration of Rosenbaum entering into a guaranty with Wells Fargo, Bank, National Association for the full and prompt payment and performance by the Company and its subsidiaries of the obligations in connection with a purchase order financing (the “Guaranty” and “Loan”, respectively), the Company agreed to provide certain compensation to Rosenbaum (as amended on August 31, 2009, the “Letter Agreement”); and

WHEREAS, on August 31, 2009, in consideration of Rosenbaum entering into a guaranty with Solutions 2 Go Inc. to guaranty the payment of all indebtedness of the Company and its affiliates in connection with that certain Advance Agreement, by and among the Company, Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009 (the “Advance Agreement”), the Company entered into an amendment to the Letter Agreement to provide that the references to the Loan and the Guaranty as such terms are used in the Letter Agreement, shall be set deemed to include, respectively, the advance made to the Company under the Advance Agreement, and the guaranty made by Rosenbaum to Solutions 2 Go Inc. in connection therewith; and

WHEREAS, the Company and Rosenbaum desire to amend certain provisions of the Letter Agreement, as amended, as set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Letter Agreement as follows:

1.           The first sentence of Section 1 of the Letter Agreement is hereby deleted in its entirety and replaced with the following:

“For so long as the Loan and the Guaranty remain in full force and effect, but only for a period ending on November 30, 2010, Zoo shall pay you a monthly fee of $7,000 per month; provided, however, if for any three consecutive months no amount of the Loan is due and owing (but it has not been terminated) for any one day during that time, the monthly fee shall not be owed for the following month.”

2.           The Letter Agreement is hereby amended to delete the language in Section 2 of the Letter Agreement in its entirety, and replace it with the following language:

“In consideration of your continued personal guarantees, the Company’s Board of Directors has approved the issuance to you of an option to purchase (or restricted stock or other incentives intended to comply with Section 409A of the Internal Revenue Code, equal to) 6.25% of the Company’s outstanding shares of common stock, as soon as possible following the consummation of that certain financing currently contemplated by the Company to raise up to $5,000,000, on such terms and conditions as shall be determined by the Board of Directors.  If the Company’s Board of Directors determines that the aforementioned issuance will be in the form of options to purchase 6.25% of the Company’s then outstanding shares, the options to acquire such shares shall be based on a fully diluted current basis as adjusted for stock splits, dividends, reorganizations and like events.”

3.           This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the parties relating to the subject matter hereof.  The statements and agreements in this Amendment shall be binding on the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective successors and assigns.  This Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on their behalf as of the date first written above.

COMPANY:
ZOO ENTERTAINMENT, INC.
By:	/s/ David Fremed
Name:	David Fremed
Title:	Chief Financial Officer
By:	/s/ David Rosenbaum
Name:	David Rosenbaum