SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

INDIEPUB ENTERTAINMENT, INC.

(f/k/a ZOO ENTERTAINMENT, INC.)

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

98978F108

(CUSIP Number)

David E. Smith

c/o Coast Asset Management, LLC

2450 Colorado Avenue, Suite 100, East Tower

Santa Monica, California 90404

(310) 576-3502

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 30, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 2 OF 13 PAGES

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Smith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None (See Item 5)
		8	SHARED VOTING POWER 28,895,828 shares (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER 28,895,828 shares (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,895,828 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.2% (See Item 5)
14.	TYPE OF REPORTING PERSON* IN – Individual

* See Instructions

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 3 OF 13 PAGES

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Coast Offshore Management (Cayman), Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None (See Item 5)
		8	SHARED VOTING POWER 2,199,418 shares (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER 2,199,418 shares (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,199,418 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.5% (See Item 5)
14.	TYPE OF REPORTING PERSON* CO – Corporation

* See Instructions

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 4 OF 13 PAGES

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Coast Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None (See Item 5)
		8	SHARED VOTING POWER 2,199,418 shares (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER 2,199,418 shares (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,199,418 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.5% (See Item 5)
14.	TYPE OF REPORTING PERSON* PN – Limited Partnership

* See Instructions

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 5 OF 13 PAGES

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shamus, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None (See Item 5)
		8	SHARED VOTING POWER 2,199,418 shares (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER 2,199,418 shares (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,199,418 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.5% (See Item 5)
14.	TYPE OF REPORTING PERSON* OO – Limited Liability Company

* See Instructions

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 6 OF 13 PAGES

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MMB Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None (See Item 5)
		8	SHARED VOTING POWER 26,691,749 shares (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER 26,691,749 shares (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,691,749 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.0% (See Item 5)
14.	TYPE OF REPORTING PERSON* OO – Limited Liability Company

* See Instructions

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 7 OF 13 PAGES

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mojobear Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None (See Item 5)
		8	SHARED VOTING POWER 26,691,749 shares (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER 26,691,749 shares (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,691,749 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.0% (See Item 5)
14.	TYPE OF REPORTING PERSON* OO – Limited Liability Company

* See Instructions

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 8 OF 13 PAGES

This Amendment No. 11 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2010, as amended by (i) Amendment No. 1 thereto, filed with the SEC on March 8, 2010, (ii) Amendment No. 2 thereto, filed with the SEC on June 10, 2010, (iii) Amendment No. 3 thereto, filed with the SEC on July 26, 2011, (iv) Amendment No. 4 thereto, filed with the SEC on January 25, 2012, (v) Amendment No. 5 thereto, filed with the SEC on February 3, 2012, (vi) Amendment No. 6 thereto, filed with the SEC on March 7, 2012, (vii) Amendment No. 7 thereto, filed with the SEC on March 15, 2012, (viii) Amendment No. 8 thereto, filed with the SEC on March 28, 2012, (ix) Amendment No. 9 thereto, filed with the SEC on May 11, 2012, and (x) Amendment No. 10 thereto, filed with the SEC on June 15, 2012 (together, this “Schedule 13D”), by certain of the Reporting Persons, with respect to the common stock, par value $0.001 per share (“Common Stock”), of indiePub Entertainment, Inc., a Delaware corporation formerly known as Zoo Entertainment, Inc. (“Zoo Entertainment”). The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 11) shall not be construed to be an admission by any person that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of this Schedule 13D is hereby amended to include the following information:

As previously disclosed in this Schedule 13D, on March 9, 2012, Zoo Entertainment, Zoo Games, Inc., a Delaware corporation, Zoo Publishing, Inc., a New Jersey corporation, and indiePub, Inc., a Delaware corporation, as borrowers (collectively, the “Borrowers”), entered into a Loan and Security Agreement (as may be amended, modified, supplemented or restated from time to time, the “Loan Agreement”) with MMB Holdings LLC, a Delaware limited liability company (“MMB”), as lender. Under the Loan Agreement, MMB may, at any time and from time to time, elect to convert all or any portion of the amounts owed under the Loan Agreement (including outstanding principal, accrued and unpaid interest, and unreimbursed costs owed by the Borrowers to MMB) into shares of Common Stock at the conversion price of $0.40 per share, subject to adjustment for stock dividends and other similar transactions.

On July 30, 2012, MMB and the Borrowers entered into a First Amendment to the Loan Agreement (the “First Amendment”) to permit the Borrowers to borrow up to an aggregate additional principal amount of $1,600,000 under the Loan Agreement. Concurrently with the execution and delivery of the First Amendment, MMB made a loan under the Loan Agreement to the Borrowers in the principal amount of $200,000. In addition, MMB elected for all accrued and unpaid interest under the Loan Agreement through June 30, 2012 to be capitalized into principal under the Loan Agreement. After giving effect to such loan and all prior loans and to such capitalization of interest, the current outstanding principal balance under the Loan Agreement is approximately $4,695,590. If the entirety of such outstanding principal balance were converted into shares of Common Stock pursuant to the Loan Agreement, MMB would receive, in the aggregate, 11,738,974 shares of Common Stock, subject to adjustment for stock dividends and other similar transactions. The actual number of shares (if any) that MMB may receive in connection with any exercise of its conversion rights under the Loan Agreement may be higher or lower depending upon, among other factors, (x) whether MMB elects to convert less than the full amount that MMB is entitled to convert under the Loan Agreement, and (y) whether any additional accrued or unpaid interest or unreimbursed costs owed by the Borrowers to MMB is capitalized from time to time into the loan balance instead of paid to MMB in cash.

In connection with the First Amendment, Zoo Entertainment also executed and delivered to MMB, on July 30, 2012, a warrant exercisable for 4,000,000 shares of Common Stock, at the exercise price of $0.40 per share, subject to adjustment for stock dividends and other similar transactions (the “Second Warrant”).

The foregoing description of the Loan Agreement, the First Amendment and the Second Warrant is a summary only and is qualified in its entirety by reference to the full text of the Loan Agreement, the First Amendment and the Second Warrant, which are filed, respectively, as Exhibits I, VI and VII to this Schedule 13D and is hereby incorporated herein by reference.

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 9 OF 13 PAGES

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of this Schedule 13D is hereby amended to add the following information:

The information set forth in Item 3 above is incorporated by reference into this Item 4.

The purpose of the First Amendment and the Second Warrant is to assist the Borrowers with their liquidity needs, including to provide working capital to the Borrowers.

MMB may at any time and from time to time, for any reason or no reason at all, exercise (i) its rights under the Loan Agreement to convert all or any portion of the amounts owed under the Loan Agreement (including outstanding principal, accrued and unpaid interest, and unreimbursed costs owed by the Borrower to MMB) into shares of Common Stock pursuant to the Loan Agreement, (ii) that certain warrant, dated as of March 9, 2012, executed and delivered by Zoo Entertainment in favor of MMB (the “First Warrant”) in whole or in part, or (iii) the Second Warrant in whole or in part. Factors that MMB might consider when determining whether to exercise any such rights, the First Warrant or the Second Warrant include the financial condition of the Borrowers, the future prospects of the Borrowers, the availability of additional financing by the Borrowers from other sources, the possibility of an extraordinary transaction involving any of the Borrowers, and any need or desire on the part of MMB to redeem, in whole or in part, the interests in MMB of one or more owners of MMB.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:

(a)-(b) MMB beneficially owns, in the aggregate, 26,691,749, shares of Common Stock (the “MMB Shares”), representing approximately 73.0% of the outstanding Common Stock.⁽¹⁾ The MMB Shares are comprised of (i) 11,738,974 shares of Common Stock receivable by MMB upon conversion pursuant to the Loan Agreement of the current outstanding principal balance owed by the Borrowers under the Loan Agreement, (ii) 10,952,775 shares of Common Stock receivable by MMB upon exercise in full of the First Warrant, and (iii) 4,000,000 shares of Common Stock receivable by MMB upon exercise in full of the Second Warrant.

As the managing member of MMB, Mojobear Capital LLC, a Delaware limited liability company (“Mojobear”), may be deemed to beneficially own the MMB Shares. Except to the extent it is deemed to beneficially own the MMB Shares, Mojobear does not beneficially own any Common Stock.

Shamus, LLC, a Delaware limited liability company (“Shamus”), beneficially owns, in the aggregate, 2,199,418 shares of Common Stock (the “Shamus Shares”), representing approximately 21.5% of the outstanding Common Stock. As the sole member of Shamus, The Coast Fund L.P., a Cayman Islands limited partnership (the “Coast Fund”), may be deemed to beneficially own the Shamus Shares. Similarly, as the managing general partner of the Coast Fund, Coast Offshore Management (Cayman), Ltd., a Cayman Islands company (“Coast Offshore Management”), may

⁽¹⁾  All calculations of percentage ownership in this Schedule 13D are based on approximately (i) 9,879,754 shares of Common Stock outstanding as of May 11, 2012, as reported in the Quarterly Report on Form 10-Q filed by Zoo Entertainment with the SEC on May 21, 2012, plus (ii) in the case the ownership being reported includes options or warrants that are exercisable within 60 days, the shares issuable upon exercise of such options or warrants, plus (iii) in the case of the loans under the Loan Agreement, the shares issuable upon conversion of the outstanding principal amount of such loans pursuant to the Loan Agreement.

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 10 OF 13 PAGES

be deemed to beneficially own all shares of Common Stock that the Coast Fund may be deemed to beneficially own (including the Shamus Shares). Except to the extent it is deemed to beneficially own the Shamus Shares, neither the Coast Fund nor Coast Offshore Management beneficially owns any Common Stock.

As the managing member of Mojobear, Mr. Smith may be deemed to beneficially own all shares of Common Stock that Mojobear may be deemed to beneficially own (including the MMB Shares). In addition, as the president of Coast Offshore Management, Mr. Smith may be deemed to beneficially own all shares of Common Stock that Coast Offshore Management may be deemed to beneficially own (including the Shamus Shares). In addition, as the president of Coast Asset Management, LLC, a Delaware limited liability company (“CAM”), Mr. Smith may be deemed to beneficially own 4,661 shares of Common Stock held by CAM (the “CAM Shares”). Accordingly, Mr. Smith may be deemed to beneficially own, in the aggregate, 28,895,828 shares of Common Stock, representing approximately 78.2% of the outstanding Common Stock.

MMB may be deemed to share the power to vote and dispose of the MMB Shares with Mojobear and Mr. Smith. Shamus may be deemed to share the power to vote and dispose of the Shamus Shares with the Coast Fund, Coast Offshore Management and Mr. Smith. Mr. Smith may be deemed to share the power to vote and dispose of the CAM Shares with CAM.

(c) The information set forth in Item 3 above is incorporated by reference into this Item 5(c).

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of this Schedule 13D is hereby amended to include the following information:

The information set forth in Item 3 above is incorporated by reference into this Item 6.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of this Schedule 13D is hereby amended to include the following information:

Exhibit No.	Description of Exhibit
VI	First Amendment to Loan and Security Agreement, dated as of July 30, 2012, by and among indiePub Entertainment, Inc. (f/k/a Zoo Entertainment, Inc.), Zoo Games, Inc., Zoo Publishing, Inc., and indiePub Inc., as borrowers, and MMB Holdings LLC, as lender (filed herewith).
VII	Warrant, dated as of July 30, 2012, by indiePub Entertainment, Inc. (f/k/a Zoo Entertainment, Inc.) in favor of MMB Holdings LLC (filed herewith).

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 11 OF 13 PAGES

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 1, 2012

DAVID E. SMITH
/s/ David E. Smith
COAST OFFSHORE MANAGEMENT (CAYMAN), LTD.
By:	/s/ David E. Smith
Name:	David E. Smith
Title:	President
THE COAST FUND L.P.
By:	COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner
By:	/s/ David E. Smith
Name:	David E. Smith
Title:	President
SHAMUS, LLC
By:	THE COAST FUND L.P., its sole member
By:	COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner
By:	/s/ David E. Smith
Name:	David E. Smith
Title:	President

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 12 OF 13 PAGES

MMB HOLDINGS LLC
By:	MOJOBEAR CAPITAL LLC, its managing member
By:	/s/ David E. Smith
Name:	David E. Smith
Title:	Sole Member
MOJOBEAR CAPITAL LLC
By:	/s/ David E. Smith
Name:	David E. Smith
Title:	Sole Member

CUSIP No. 98978F108 SCHEDULE 13D/A PAGE 13 OF 13 PAGES

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
I	Loan and Security Agreement, dated as of March 9, 2012, by and among Zoo Entertainment, Inc., Zoo Games, Inc., Zoo Publishing, Inc., and indiePub Inc., as borrowers, and MMB Holdings LLC, as lender (filed as an exhibit to Amendment No. 7 to Schedule 13D, which in turn was filed with the SEC on March 15, 2012).
II	Warrant, dated as of March 9, 2012, by Zoo Entertainment, Inc., in favor of MMB Holdings LLC (filed as an exhibit to Amendment No. 7 to Schedule 13D, which in turn was filed with the SEC on March 15, 2012).
III	Joint Filing Agreement, dated as of March 9, 2012, by and among David E. Smith, Coast Offshore Management (Cayman), Ltd., The Coast Fund L.P., Coast Medina, LLC, MMB Holdings LLC, and Mojobear Capital LLC (filed as an exhibit to Amendment No. 7 to Schedule 13D, which in turn was filed with the SEC on March 15, 2012).
IV	Redemption Agreement, dated as of May 8, 2012, by and among the members of MMB Holdings LLC (filed as an exhibit to Amendment No. 9 to Schedule 13D, which in turn was filed with the SEC on May 11, 2012).
V	Joint Filing Agreement, dated as of May 8, 2012, by and among David E. Smith, Coast Offshore Management (Cayman), Ltd., The Coast Fund L.P., Coast Medina, LLC, Shamus, LLC, MMB Holdings LLC, and Mojobear Capital LLC (filed as an exhibit to Amendment No. 9 to Schedule 13D, which in turn was filed with the SEC on May 11, 2012).
VI	First Amendment to Loan and Security Agreement, dated as of July 30, 2012, by and among indiePub Entertainment, Inc. (f/k/a Zoo Entertainment, Inc.), Zoo Games, Inc., Zoo Publishing, Inc., and indiePub Inc., as borrowers, and MMB Holdings LLC, as lender (filed herewith).
VII	Warrant, dated as of July 30, 2012, by indiePub Entertainment, Inc. (f/k/a Zoo Entertainment, Inc.) in favor of MMB Holdings LLC (filed herewith).

EX-99.VI

Exhibit 99.VI

FIRST AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of July 30, 2012 (the “Amendment Date”), among indiePub Entertainment, Inc., a Delaware corporation (formerly known as ZOO ENTERTAINMENT, INC.) (“indiePub Entertainment”), ZOO GAMES, INC., a Delaware corporation (“Zoo Games”), ZOO PUBLISHING, INC., a New Jersey corporation (“Zoo Publishing”), and INDIEPUB, INC., a Delaware corporation (“indiePub,” and, together with indiePub Entertainment, Zoo Games and Zoo Publishing, the “Borrowers”), and MMB HOLDINGS LLC, a Delaware limited liability company (the “Lender”).

Recitals

WHEREAS, the Borrowers have borrowed from Lender and Lender has lent to Borrower the original principal sum of FOUR MILLION THREE HUNDRED EIGHTY ONE THOUSAND ONE HUNDRED AND TEN DOLLARS ($4,381,110) (plus capitalized interest as provided herein) pursuant to that certain Loan and Security Agreement, dated as of March 9, 2012 (as amended, restated, modified or supplemented from time to time, including by this Amendment, the “Loan Agreement”), and evidenced by that certain Secured Promissory Note, made as of March 9, 2012 by the Borrowers in favor of Lender (the “Initial Promissory Note”);

WHEREAS, the Borrowers desire to borrow from Lender additional sums up to an aggregate amount not to exceed ONE MILLION SIX HUNDRED THOUSAND DOLLARS ($1,600,000) for the purposes permitted under the Loan Agreement;

WHEREAS, Lender is willing to make such additional loans up to an aggregate amount not to exceed ONE MILLION SIX HUNDRED THOUSAND DOLLARS ($1,600,000) as Drawdowns and upon the terms and conditions set forth herein (collectively, the “Additional Loans”);

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby covenant and agree as follows:

1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Loan Agreement.

2. Amendments to Loan Agreement.

(a) The Loans. All references to the “Loans” in the Loan Agreement and herein shall include both (x) the original loans from the Lender to the Borrowers pursuant to the Loan Agreement and evidenced by the Original Promissory Note in an aggregate principal amount as of the Amendment Date of FOUR MILLION THREE HUNDRED EIGHTY ONE THOUSAND ONE HUNDRED AND TEN DOLLARS ($4,381,110), plus capitalized interest as provided herein (the “Original Loans”) and (y) the Additional Loans. Subject to, and upon all of the terms and conditions set forth in the Loan Agreement and herein and in reliance on the representations and warranties set forth herein and therein, the Lender agrees to make the Additional Loans to the Borrowers as Drawdowns.

(b) Other Amendments to the Loan Agreement.

(i) The following definition set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

Remaining Drawdown Amount: as of any date of determination, the excess of (x) FIVE MILLION NINE HUNDRED EIGHTY ONE THOUSAND ONE HUNDRED AND TEN DOLLARS ($5,981,110) over (y) the sum of (i) the Factoring Agreement Rollover Advance, (ii) the Initial Advance and (iii) all Drawdowns.

(ii) Section 2.1(a)(iii) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(iii) subject to the satisfaction of the conditions set forth in Section 3.2, the Lender shall make additional Loans to the Borrower from time to time (each such additional Loan, a “Drawdown”), up to an aggregate amount not to exceed THREE MILLION FIVE HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED FIFTY-TWO DOLLARS ($3,566,952) (the “Maximum Drawdown Amount”), which the Borrowers shall use solely for purposes approved by the Lender in its sole discretion.

(iii) Section 3.2(d)) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(d) Consent to Drawdown; Use of Proceeds. The Lender, in its sole discretion, shall have (i) elected to fund the Drawdown, and (ii) approved the manner in which the Borrower will use the proceeds of such Drawdown.

3. Conditions Precedent to Additional Loan. The obligation of the Lender to make the Additional Loans as Drawdowns shall be subject to the satisfaction (or waiver in accordance with Section 9.2 of the Loan Agreement) on and as of the date of such Drawdown of (x) all of the conditions precedent set forth in Section 3.2 of the Loan Agreement with respect thereto, and (y) the receipt by the Lender of each of the following, each of which shall be (i) originals or facsimiles (followed promptly by originals) unless otherwise specified, (ii) properly and duly authorized, executed and delivered by the signing Borrower and each other party thereto, (iii) in form and substance satisfactory to the Lender (in its sole discretion), and (iv) “Loan Documents” as such term is defined the Loan Agreement:

(a) a promissory note, dated as of the Amendment Date substantially in the form of Exhibit A hereto, which shall evidence the Borrowers’ obligation to pay the principal of, interest on, and other amounts owing under the Additional Loans (the “Additional Promissory Note”); and

- 2 -

(b) a Warrant, dated as of the Amendment Date, substantially in the form attached hereto as Exhibit B, pursuant to which indiePub Entertainment shall grant to the Lenders the right to purchase FOUR MILLION (4,000,000) shares of the Common Stock at the exercise price of $0.40 per share (the “Additional Warrant”).

4. Representations and Warranties. Each of the Borrowers hereby jointly and severally represents, warrants and covenants to the Lender as of the Amendment Date and each Drawdown Date occurring after the Amendment Date that:

(a) all of the conditions specified in Section 3.2 of the Loan Agreement have been satisfied in respect of any Drawdown to be funded on such date;

(b) each of the Borrowers is Solvent, both before and after giving effect to each advance of the Loans (including any Additional Loans);

(c) no Material Adverse Effect has occurred since the Closing Date;

(d) no Default or Event of Default has occurred and is continuing; and

(e)(i) the aggregate gross assets of Zoo Europe are not in excess of €1,500, (ii) notwithstanding Section 6.3(a)(v) of the Loan Agreement, the Borrowers will, in the event gross assets of Zoo Europe exceed €1,500, promptly notify the Lender within two Business Days thereafter, (iii) promptly comply with the reasonable instructions of the Lender to ensure perfection of Lender’s security interest in that portion of the Collateral which is held by Zoo Europe, and (iv) within 5 Business Days of Amendment Date, deliver to Lender certificates representing all Capital Stock of Zoo Europe, accompanied by undated stock powers duly executed in blank.

5. Capitalization of Interest. As of the Payment Date of June 30, 2012, aggregate accrued and unpaid interest on the Original Loan equaled $114,479.68 (the “First Payment Date Interest”). Pursuant to Section 2.3(b) of the Loan Agreement and effective as of June 30, 2012, the Lender hereby elects for all of the First Payment Date Interest to be capitalized into the Loan Balance as Capitalized Interest.

6. Reaffirmation. Each Borrower hereby (a) reaffirms, ratifies, confirms, and acknowledges its obligations under the Loan Agreement, and all the other Loan Documents, and agrees to continue to be bound thereby and perform thereunder, (b) agrees and acknowledges that all such Loan Documents and all of Borrower’s obligations thereunder are and remain in full force and effect and, except as expressly provided herein, have not been modified. Except as expressly provided herein, nothing in this Amendment shall alter or affect any provision, condition, or covenant contained in the Loan Agreement or other Loan Documents or affect or impair any rights, powers, or remedies of the Lender, it being the intent of the parties hereto that the provisions of the Loan Agreement and other Loan Documents shall continue in full force and effect except as expressly modified hereby. Without limiting the foregoing, each Borrower hereby confirms that the Borrowers’ obligations with respect to the Additional Loan and the Additional Promissory Note constitute Obligations secured by the Collateral.

- 3 -

7. Miscellaneous.

(a) Controlling Provisions. In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

(b) Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Loan Documents constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 3 hereof, this Amendment shall become effective when it shall have been executed by the Borrowers and the Lender. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by e-mail of a PDF or similar electronic image file shall be effective as delivery of a manually executed counterpart of this Amendment.

(c) Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(d) Further Assurances. At Lender’s request, Borrower shall promptly execute any other document or instrument and/or seek any consent or agreement from any third party that Lender reasonably determines is necessary to evidence or further, or is otherwise relevant to, the intent of the parties, as set forth in this Amendment, provided, the same shall not result in a decrease of the rights of Borrower or result in an increase in Borrower’s obligations under the Loan Documents.

(e) GOVERNING LAW. PURSUANT TO SECTION 9.9 OF THE LOAN AGREEMENT, THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

(f) No Third Parties Benefited. This Amendment is made and entered into for the sole protection and legal benefit of the Borrowers and Lender and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Amendment or any of the other Loan Documents.

[THE SIGNATURES ARE ON THE FOLLOWING PAGE.]

- 4 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BORROWERS:

INDIEPUB ENTERTAINMENT, INC.
	By:	/s/ Mark Serement
		Name:	Mark Seremet
		Title:	Chief Executive Officer and President

ZOO GAMES, INC.
	By:	/s/ Mark Serement
		Name:	Mark Seremet
		Title:	Chief Executive Officer and President

ZOO PUBLISHING, INC.
	By:	/s/ Mark Serement
		Name:	Mark Seremet
		Title:	Chief Executive Officer and President

INDIEPUB, INC.
	By:	/s/ Mark Serement
		Name:	Mark Seremet
		Title:	Chief Executive Officer and President

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

LENDER:

MMB HOLDINGS LLC
	By:	MOJOBEAR CAPITAL LLC, its managing member
	By:	/s/ David E. Smith
		Name:	David E. Smith
		Title:	Managing Member

EX-99.VII

Exhibit 99.VII

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) AND APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE STATE ACTS.

WARRANT TO PURCHASE COMMON STOCK

OF

INDIEPUB ENTERTAINMENT, INC.

Exercisable Only

upon Conditions Herein Specified

Holder:	MMB Holdings LLC
Initial Shares:	4,000,000

1. Grant of Warrants. indiePub Entertainment, Inc., a Delaware corporation (formerly known as Zoo Entertainment, Inc.) (the “Corporation”), hereby certifies that the above-named Holder (“holder”), its registered successors and permitted assigns registered on the books of the Corporation maintained for such purposes as the registered holder hereof, for value received, is entitled to purchase from the Corporation FOUR MILLION (4,000,000) fully paid and nonassessable shares (the “Shares”) of common stock of the Corporation (the “Common Stock”), at the purchase price of $0.40 per Share (the “Exercise Price”). The Exercise Price and the number of Shares are subject to adjustment (as hereinafter provided) upon the terms and conditions provided in this warrant (the “Warrant” or “Warrant Certificate”).

This Warrant is issued in connection with a Loan and Security Agreement among the Holder, the Corporation and the subsidiaries of the Corporation.

2. Exercise of Warrant.

(a) This Warrant may be exercised in whole or in part at any time prior to July 30, 2017. Upon presentation and surrender of this Warrant Certificate and a Notice of Exercise in the form attached hereto as Exhibit “A” at the principal office of the Corporation at 11258 Cornell Park Drive, Suite 608, Blue Ash, Ohio 45242, or at such other place as the Corporation may designate by notice to the Holder hereof, together with a check payable to the order of the Corporation in the amount of the Exercise Price times the number of Shares being purchased, the Corporation shall deliver to the Holder hereof, as promptly as practicable, certificates representing the Shares being purchased. This Warrant may be exercised in whole or in part in minimum increments of the lesser of 100 Shares or the number of Shares then represented by this Warrant which have not been previously exercised. In case of exercise hereof in part only, the Corporation, upon surrender hereof, will deliver to the Holder a new Warrant Certificate or Warrant Certificates of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant has not been exercised.

(b) All or any part of the Exercise Price per share may be paid by offset against indebtedness owed by the Corporation, or any other corporation of which the Corporation owns at least 50% of the voting stock, to the Holder.

The Exercise Price may also be paid by surrendering the right to a number of shares issuable upon exercise of the Warrant that have a fair market value equal to or greater than the Exercise Price. The fair market value shall be the last reported price on the most recent date of trading in the Common Stock. If the Common Stock is not traded, fair market value shall be as determined by the board of directors of the Corporation.

3. Exchange and Transfer of Warrant. This Warrant Certificate at any time prior to the exercise hereof, upon presentation and surrender to the Corporation and compliance with Section 6 below, may be exchanged, alone or with other Warrant Certificates of like tenor registered in the name of the Holder, for another Warrant Certificate or Warrant Certificates of like tenor in the name of such Holder or its assignee or transferee exercisable for the same aggregate number of Shares as the Warrant Certificate or Warrant Certificates surrendered.

4. Rights and Obligations of Warrant Holder.

(a) The Holder of this Warrant Certificate shall not, by virtue hereof, be entitled to any rights of a shareholder in the Corporation, either at law or in equity; provided, however, that in the event that any certificate representing the Shares is issued to the Holder hereof upon exercise of this Warrant, such Holder shall, for all purposes, be deemed to have become the holder of record of such Shares on the date on which this Warrant Certificate, together with a duly executed purchase form, was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such Share certificate. The rights of the Holder of this Warrant are limited to those expressed herein and the Holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound by and to comply with all the provisions of this Warrant Certificate. In addition, the Holder of this Warrant Certificate, by accepting the same, agrees that the Corporation may deem and treat the person in whose name this Warrant Certificate is registered on the books of the Corporation maintained for such purpose as the absolute, true and lawful owner for all purposes whatsoever.

(b) The Holder of this Warrant Certificate, as such, shall not be entitled to vote or receive dividends or to be deemed the holder of Shares for any purpose, nor shall anything contained in this Warrant Certificate be construed to confer upon the Holder of this Warrant Certificate, as such, any of the rights of a shareholder of the Corporation including but not limited to any right to vote, give or withhold consent to any action by the Corporation, whether upon any recapitalization, issue of stock, reclassification of stock, consolidation, merger, share exchange, conveyance or otherwise, receive notice of meetings or other action affecting shareholders (except for the notices provided for herein), or receive subscription rights, until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable as provided herein.

5. Shares Underlying Warrant. The Corporation covenants and agrees that all Shares delivered upon exercise of this Warrant shall, upon delivery and payment therefor, be duly and validly authorized and issued, fully paid and nonassessable, and free from all liens, encumbrances and charges with respect to the purchase thereof.

6. Disposition of Warrants or Shares. The Holder of this Warrant Certificate and any transferee hereof or of the Shares issuable upon the exercise of this Warrant, by their acceptance hereof or thereof, hereby understand and agree that this Warrant, and the Shares issuable upon the exercise hereof, have not been registered under either the Securities Act of 1933 (the “1933 Act”) or applicable state securities laws (the “State Acts”) and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) except upon the issuance to the Corporation of a favorable opinion of counsel or submission to the Corporation of such evidence as may be reasonably satisfactory to counsel to the Corporation, in each such case, to the effect that any such transfer shall not be in violation of the Act and the State Acts. It shall be a condition to the transfer of this Warrant that any transferee hereof deliver to the Corporation its written agreement to accept and be bound by all of the terms and conditions of this Warrant Certificate.

7. Adjustments. The Exercise Price and the number of Shares for which this Warrant is exercisable as hereinabove provided shall be subject to adjustments as follows:

(a) In case the Corporation shall (i) pay a dividend on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a lesser number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of its capital stock, the number of Shares purchasable upon the exercise of this Warrant in effect immediately prior thereto and the Exercise Price, in each case, shall be adjusted so that the Holder shall be entitled to receive, upon exercise of this Warrant, the aggregate number of Shares which such Holder would have owned or have been entitled to receive after the happening of such event, at the aggregate Exercise Price that such Holder would have paid, in each case, had such Holder exercised this Warrant immediately prior to the record date in the case of such dividend or the effective date in the case of any such subdivision, combination or reclassification. In addition, in the case (x) the Corporation shall pay a dividend on the Common Stock in assets (other than cash or Common Stock) or (y) the Common Stock is or becomes converted into any other security or asset, then the Shares to which the Holder is entitled shall include such other security or assets that the Holder would have owned or have been entitled to receive after the happening of such event had such Holder exercised this Warrant immediately prior to the record date in the case of such dividend or the effective date in the case of any such conversion. An adjustment made pursuant to this subsection (a) shall be made whenever any such events shall happen, but shall become effective retroactively after such record date or such effective date, as the case may be, as to portion of this Warrant exercised between such record date or effective date and the date of happening of any such event.

(b) All adjustments under this Section 7 shall be made to the nearest cent.

(c) In case at any time conditions arise by reason of action taken by the Corporation which, in the opinion of its board of directors or in the opinion of the Holder, are not adequately covered by the other provisions of this Section 7 and which might materially and adversely affect the rights of the Holder, then the board of directors of the Corporation shall

appoint a firm of independent certified public accountants of recognized national standing, who may be the accountants then auditing the books of the Corporation. Such accountant shall determine the adjustment, if any, on a basis consistent with the standards established in the other provisions of this Section 5, necessary with respect to the Exercise Price or adjusted Exercise Price, as so to preserve, without dilution, the exercise rights of the Holder. Upon receipt of such opinion, the board of directors of the Corporation shall forthwith make the adjustments described in such report. In this regard, the Corporation shall be deemed to have undertaken a fiduciary duty with respect to the Holder.

(d) Whenever the Exercise Price or the number of Shares is adjusted as herein provided, the Corporation shall prepare a certificate signed by the chief financial officer of the Corporation setting forth the adjusted Exercise Price and the adjusted number of Shares and showing in reasonable detail the facts upon which such adjustment is based. As promptly as practicable, the Corporation shall cause a copy of the certificate referred to in this subsection (d) to be mailed to the Holder.

8. Merger, Consolidation, Etc. In case the Corporation shall execute any agreement providing for the consolidation of the Corporation with or merger of the Corporation into another corporation or any sale, transfer or lease to another corporation of all or substantially all the property of the Corporation (each of the foregoing are referred to as a “Corporate Transaction”), the Corporation shall mail by first class mail, postage prepaid, to each holder of this Warrant, notice of the execution of such agreement. The holders of this Warrant shall then have ten (10) days to exercise this Warrant and participate as a stockholder of the Corporation in any such Corporate Transaction. Any purported exercise of this Warrant under this Section 8 shall be conditioned on the consummation of such Corporate Transaction.

(a) If such Corporate Transaction is not consummated, the Warrant and the Exercise Price paid by the holders shall be returned to the holders.

(b) After the consummation of any Corporate Transaction, this Warrant (or any portion thereof) that has not been exercised shall terminate and shall thereafter be rendered null and void.

9. Taxes. The Corporation shall pay all taxes that may be payable in respect of the issue or delivery of Common Stock on exercise of this Warrant, but shall not pay any tax which may be payable in respect of any transfer involved in the issue and delivery of the Common Stock in a name other than that in which this Warrant was registered, 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.

10. Rule 144 Information. At any time and from time-to-time after the earlier of the close of business on such date as a registration statement filed by the Corporation under the Securities Act of 1933 becomes effective, the Corporation registers a class of securities under Section 12 of the Securities Exchange Act of 1934 or the Corporation issues an offering circular meeting the requirements of Regulation A under the Securities Act of 1933, the Corporation shall undertake to make publicly available and available to holders of the Warrants and the

shares of Common Stock issued thereunder, such information as is necessary to enable the holders thereof to make sales of Warrants or Common Stock issued or issuable upon exercise of the Warrants pursuant to Rule 144 promulgated under the Securities Act of 1933.

11. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. If the exercise of this Warrant results in a fraction, an amount equal to such fraction multiplied by the Exercise Price of the Shares on the day of exercise shall be paid to the Holder in cash by the Corporation.

12. Preservation of Holder’s Rights.

(a) The Corporation covenants and agrees that it shall at all times reserve and keep available, free from preemptive rights, out of its authorized Common Stock, solely for the purpose of effecting the exercise of this Warrant, the full number of shares of Common Stock then deliverable in the event and upon the exercise of this Warrant. All shares of Common Stock which may be issued upon exercise of this Warrant shall be fully paid.

(b) Notwithstanding anything to the contrary elsewhere in this Warrant, the Corporation shall 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 of this Warrant against dilution. Without limiting the generality of the foregoing, the Corporation (i) will not increase the par value of any shares of stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise, (ii) will take all such action as may be necessary or appropriate in order that the Corporation may validly and legally issue fully paid and non-assessable shares of stock on the exercise of this Warrant from time to time outstanding, and (iii) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets.

13. Loss or Destruction. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement or bond satisfactory in form, substance and amount to the Corporation or, in the case of any such mutilation, upon surrender and cancellation of this Warrant Certificate, the Corporation at its expense will execute and deliver, in lieu thereof, a new Warrant Certificate of like tenor.

14. Survival/Permitted Assigns. The various rights and obligations of the Holder hereof as set forth herein shall survive the exercise of this Warrant at any time or from time to time and the surrender of this Warrant Certificate. The permitted assigns of the Holder shall consist of the equityholders from time to time of the Holder.

15. Notices. Whenever any notice, payment of any purchase price or other communication is required to be given or delivered under the terms of this Warrant, it shall be in writing and delivered by hand delivery or registered or certified United States mail, postage prepaid, and will be deemed to have been given or delivered on the date such notice, purchase price or other communication is so delivered, and, if to the Corporation, it will be addressed to the address specified in Section 2(a) hereof, and if to the Holder, it will be addressed to the registered Holder at his address as it appears on the books of the Corporation.

16 Governing Law. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Delaware.

Dated as of the 30th day of July, 2012.

INDIEPUB ENTERTAINMENT, INC.
By:	/s/ Mark Serement
Title:	Chief Executive Officer