June  26,
2009





Zoo
Entertainment, Inc.


2121
Avenue of the Stars


Suite
2550


Los
Angeles, CA 90067





Re:         Senior
Secured Convertible Promissory Note




Ladies
and Gentlemen:




Reference
is made to that certain Amendment No. 2 (“Amendment No. 2”) to Senior Secured
Convertible Promissory Note, dated as of the date hereof, by and among Zoo
Entertainment, Inc. (the “Company”) and each of the holders of the Senior
Secured Convertible Notes (the “Notes) identified on the signature page thereto
(the “Holders”).   Capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to them in Amendment No.
2.  Pursuant to Amendment No. 2, the parties have agreed to amend the
Notes to provide that the outstanding principal amount plus accrued but unpaid
interest underlying the Notes shall automatically convert into shares of Common
Stock, at a conversion price of $0.20 per share on the Effective Date (as
defined in Amendment No. 2).  In consideration of the execution and
delivery of Amendment No. 2, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company desires to
grant to the Holders certain registration rights and to make certain
representations and warranties to the Holders as set forth
herein.  Accordingly, the undersigned parties do hereby agree as
follows:





1.             Registration
Rights.




1.1           Definitions.  In
addition to the terms defined elsewhere in this letter agreement, for all
purposes of this letter agreement, the following terms shall have the meanings
indicated in this Section 1.1:




“Business Day” means any
day except Saturday, Sunday and any day which shall be a federal legal holiday
or a day on which banking institutions in the State of New York are authorized
or required by law or other governmental action to close.




“Closing” means the final
closing date of an Investor Sale.





“Commission” means the United
States Securities and Exchange Commission.





“Effective Date” means the date
that the Registration Statement is first declared effective by the
Commission.









“Exchange Act" means the
Securities Exchange Act of 1934, as amended.





“Filing Date” means within
either 30 calendar days after receipt of Stockholder Approval, or 60 calendar
days after the Closing, whichever is later.




“Indemnifying Party” has the
meaning set forth in Section 1.5(c).




“Losses” means any and all
losses, claims, damages, liabilities, settlement costs and expenses, including,
without limitation, reasonable attorneys’ fees.





“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.





“Prospectus” means the
prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by the Registration Statement, and
all other amendments and supplements to the Prospectus including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.





“Registrable Securities” means
shares of Common Stock issuable upon conversion of the Notes; provided, that the
Holder has completed and delivered to the Company a Selling Stockholder
Questionnaire; and provided, however,
that shares of Common Stock shall cease to be Registrable Securities upon any
permitted sale of such shares pursuant to (i) a registration statement filed
under the Securities Act, or (ii) Rule 144 promulgated under the Securities
Act.





“Registration Statement” means
each registration statement required to be filed under this Section 1, including
(in each case) the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all
exhibits thereto, and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.





“Required Effectiveness Date”
means within 90 calendar days after the Filing Date, or within 180 calendar days
after the Filing Date in the event the Registration Statement is reviewed by the
Commission.




"Rule 415" means Rule 415
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.




“Securities Act" means the
Securities Act of 1933, as amended.





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“Selling Stockholder
Questionnaire” means a questionnaire as may reasonably be adopted by the
Company from time to time.





“Stockholder Approval” means
the approval by the stockholders of the Company 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 Notes into shares of Common
Stock.




“Trading Day” means (i) a day
on which the Common Stock is traded on a Trading Market, or (ii) if the Common
Stock is not listed on a Trading Market, a day on which the Common Stock is
traded in the over-the-counter market is quoted in the over-the-counter market
as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding to its functions of reporting prices);
provided, that in the event that the Common Stock is not listed or quoted as set
forth in (i) or (ii) hereof, then Trading Day shall mean a Business
Day.




“Trading Market” means
whichever of the NYSE, the NYSE Amex, the NASDAQ Stock Market or the OTC
Bulletin Board on which the Common Stock is listed or quoted for trading on the
date in question.




“Transaction Documents” means
this letter agreement and any other documents or agreements executed in
connection with the transactions contemplated hereunder.




“Transfer Agent” means Empire
Stock Transfer, Inc., or any successor transfer agent for the
Company.




1.2         Registration
Statement.




(a)           As
promptly as possible, and in any event on or prior to the Filing Date, the
Company shall prepare and file with the Commission a Registration Statement
covering the resale of all Registrable Securities for an offering to be made on
a continuous basis pursuant to Rule 415.  The Registration Statement
shall be on Form S-3 (except if the Company is not then eligible to register for
resale the Registrable Securities on Form S-3, in which case such registration
shall be on another appropriate form in accordance with the Securities Act and
the Exchange Act).




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(b)           Each
Holder agrees to furnish to the Company a completed Selling Stockholder
Questionnaire not more than five (5) Trading Days following the date that the
Selling Stockholder Questionnaire is provided by the Company to the Holder. At
least five (5) Trading Days prior to the first anticipated filing date of a
Registration Statement for any registration under this letter agreement, the
Company will notify each Holder of the information the Company requires from
that Holder other than the information contained in the Selling Stockholder
Questionnaire, if any, which shall be completed and delivered to the Company
promptly upon request and, in any event, within two (2) Trading Days prior to
the applicable anticipated filing date.  Each Holder further agrees
that it shall not be entitled to be named as a selling securityholder in the
Registration Statement or use the Prospectus for offers and resales of
Registrable Securities at any time, unless such Holder has returned to the
Company a completed and signed Selling Stockholder Questionnaire and a response
to any requests for further information as described in the previous sentence.
If a Holder of Registrable Securities returns a Selling Stockholder
Questionnaire or a request for further information, in either case, after its
respective deadline, the Company shall use its commercially reasonable efforts
at the expense of the Holder who failed to return the Selling Stockholder
Questionnaire or to respond for further information to take such actions as are
required to name such Holder as a selling security holder in the Registration
Statement or any pre-effective or post-effective amendment thereto and to
include (to the extent not theretofore included) in the Registration Statement
the Registrable Securities identified in such late Selling Stockholder
Questionnaire or request for further information. Each Holder acknowledges and
agrees that the information in the Selling Stockholder Questionnaire or request
for further information as described in this Section 1.2(b) will be used by the
Company in the preparation of the Registration Statement and hereby consents to
the inclusion of such information in the Registration
Statement.




(c)           The
Company shall use its commercially reasonable efforts to cause the Registration
Statement to be declared effective by the Commission as promptly as possible
after the filing thereof, but in any event prior to the Required Effectiveness
Date, and shall use its commercially reasonable efforts to keep the Registration
Statement continuously effective under the Securities Act until the earlier of
the date that all shares of Common Stock covered by such Registration Statement
have been sold or that all shares of Common Stock that would otherwise be
covered by such Registration Statement can be resold by a Holder, with respect
to such Holder’s shares, without restriction (including volume limitations)
pursuant to Rule 144 of the Securities Act (the “Effectiveness Period”);
provided that, notwithstanding the foregoing, so long as a Holder’s securities
represent 7.5% or more of the Company’s outstanding securities, that Holder’s
shares of Common Stock will continue to be covered by such Registration
Statement until such time as such Holder’s shares of Common Stock no longer
represent at least 7.5% of the Company’s outstanding securities; provided
further that, upon notification by the Commission that a Registration Statement
will not be reviewed or is no longer subject to further review and comments, the
Company shall request acceleration of such Registration Statement within
five (5) Trading Days after receipt of such notice and request that it
become effective on 4:00 p.m. New York City time on the Effective Date and file
a prospectus supplement for any Registration Statement, whether or not required
under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the
Effective Date.  For purposes of clarification, in the event an
individual Holder is able to resell such Holder’s shares of Common Stock without
restriction (including volume limitations) pursuant to Rule 144 of the
Securities Act, the Company shall not have any obligation to keep the
Registration Statement continuously effective to cover the resale of such
Holder’s shares of Common Stock.




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(d)           The
Company shall notify the Holders in writing promptly (and in any event within
five Trading Days) after receiving notification from the Commission that the
Registration Statement has been declared effective.




(e)           Notwithstanding
anything in this letter agreement to the contrary, after sixty (60) consecutive
Trading Days of continuous effectiveness of the initial Registration Statement
filed and declared effective pursuant to this letter agreement, the Company may,
by written notice to the Holders, suspend sales under a Registration Statement
after the Effective Date thereof and/or require that the Holders immediately
cease the sale of shares of Common Stock pursuant thereto and/or defer the
filing of any subsequent Registration Statement if the Company is engaged in a
material merger, acquisition or sale and the Board of Directors determines in
good faith, by appropriate resolutions, that, as a result of such activity,
(A) it would be materially detrimental to the Company (other than as
relating solely to the price of the Common Stock) to maintaina Registration Statement
at such time or (B) it is in the best interests of the Company to suspend
sales under such registration at such time.  Upon receipt of such
notice, each Holder shall immediately discontinue any sales of Registrable
Securities pursuant to such registration until such Holder is advised in writing
by the Company that the current Prospectus or amended Prospectus, as applicable,
may be used.  In no event, however, shall this right be exercised to
suspend sales beyond the period during which (in the good faith determination of
the Company’s Board of Directors) the failure to require such suspension would
be materially detrimental to the Company.  The Company’s rights under
this Section 1.2(e) may be exercised for a period of no more than 20 Trading
Days at a time and not more than once in any twelve-month
period.  Immediately after the end of any suspension period under this
Section 1.2(e), the Company shall take all necessary actions (including filing
any required supplemental prospectus) to restore the effectiveness of the
applicable Registration Statement and the ability of the Holders to publicly
resell their Registrable Securities pursuant to such effective Registration
Statement.




(f)           If
for any reason the Commission does not permit all of the Registrable Securities
to be included in the Registration Statement filed pursuant to this Section 1.2,
or for any other reason any Registrable Securities are not permitted by the
Commission to be included in a Registration Statement filed under this
Agreement, then the Company shall prepare and file as soon as possible after the
date on which the Commission shall indicate as being the first date or time that
such filing may be made, an additional Registration Statement covering the
resale of all Registrable Securities not already covered by an existing and
effective Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415.  The Company shall cause each such
Registration Statement to be declared effective under the Securities Act as soon
as possible but, in any event, no later than its Effective Date, and shall use
its best efforts to keep such Registration Statement effective under the
Securities Act during the entire Effectiveness Period.




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(g)           Notwithstanding
anything to the contrary contained in this Agreement, in the event the
Commission determines any Registration Statement filed pursuant to this
Agreement (i) constitutes a primary offering of securities by the Company or
(ii) requires any Holder to be named as an underwriter and such Holder does not
consent to being so named as an underwriter in such Registration Statement, the
Company may reduce, on a pro rata basis, the total number of Registrable
Securities to be registered on behalf of each such Holder, and the failure to
include such Registrable Securities in any Registration Statement shall not
cause the Company to be required to pay any penalty, financial or
otherwise.  The pro rata adjustment will reduce all Registrable
Securities other than those issued pursuant to that certain Mutual Settlement,
Release and Waiver Agreement, as amended, dated as of June 18, 2009, by and
among the Company, Zoo Games, Inc., Zoo Publishing, Inc. and the individual
plaintiffs set forth therein.  In the event of any such reduction in
Registrable Securities, the affected Holders shall have the right to require,
upon delivery of a written request to the Company signed by the Holders of at
least a majority of the Registrable Securities then outstanding, the Company to
file a registration statement within 90 days of such request subject to any
restrictions imposed by Rule 415, until such time as: (i) all Registrable
Securities have been registered pursuant to an effective Registration Statement,
(ii) the Registrable Securities may be resold without restriction (including
volume limitations) pursuant to Rule 144 of the Securities Act or (iii) the
Holder agrees to be named as an underwriter in any such Registration
Statement.




1.3        
 Registration
Procedures.  In connection with the Company’s registration
obligations hereunder, the Company shall:




(a)       
    (i) Subject to Section 1.2(e), prepare and file
with the Commission such amendments, including post-effective amendments, to
each Registration Statement and the Prospectus used in connection therewith as
may be necessary to keep the Registration Statement continuously effective, as
to the applicable Registrable Securities for the Effectiveness Period and
prepare and file with the Commission such additional Registration Statements in
order to register for resale under the Securities Act all of the Registrable
Securities; (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement, and as so supplemented or amended to be
filed pursuant to Rule 424; (iii) respond as promptly as reasonably
possible (except to the extent that the Company reasonably requires additional
time to respond to accounting comments), to any comments received from the
Commission with respect to the Registration Statement or any amendment thereto;
and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement during the
applicable period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.




6




(b)           Notify
the Holders as promptly as reasonably possible, and (if requested by the Holders
confirm such notice in writing no later than two Trading Days thereafter, of any
of the following events:  (i) the Commission notifies the Company
whether there will be a “review” of any Registration Statement; (ii) the
Commission comments in writing on any Registration Statement; (iii) any
Registration Statement or any post-effective amendment is declared effective;
(iv) the Commission or any other Federal or state governmental authority
requests any amendment or supplement to any Registration Statement or Prospectus
or requests additional information related thereto; (v) the Commission
issues any stop order suspending the effectiveness of any Registration Statement
or initiates any Proceedings for that purpose; (vi) the Company receives
notice of any suspension of the qualification or exemption from qualification of
any Registrable Securities for sale in any jurisdiction, or the initiation or
threat of any Proceeding for such purpose; or (vii) the financial
statements included in any Registration Statement become ineligible for
inclusion therein or any Registration Statement or Prospectus or other document
contains any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.




(c)           Use
its commercially reasonable efforts to avoid the issuance of or, if issued,
obtain the withdrawal of (i) any order suspending the effectiveness of any
Registration Statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, as soon as possible.




(d)           If
requested by a Holder, provide such Holder without charge, at least one
conformed copy of each Registration Statement and each amendment thereto,
including financial statements and schedules, and all exhibits to the extent
requested by such person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the
Commission.




(e)           (i) In
the time and manner as may be required by each Trading Market, prepare and file
with such Trading Market an additional shares listing application covering all
of the Registrable Securities; (ii) take all steps necessary to cause such
shares of Common Stock to be approved for listing on each Trading Market as soon
as possible thereafter; (iii) provide to each Holder evidence of such
listing; and (iv) during the Effectiveness Period, maintain the listing of
such shares of Common Stock on each such Trading Market, as
applicable.




(f)           Prior
to any public offering of Registrable Securities, use its reasonable efforts to
register or qualify or cooperate with the selling Holders in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Holder requests in writing, to keep each such registration or qualification
(or exemption therefrom) effective for so long as required, but not to exceed
the duration of the Effectiveness Period, and to do any and all other acts or
things reasonably necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided, however, that the
Company shall not be obligated to file any general consent to service of process
or to qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise so
subject.




7




(g)           Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to a Registration Statement, which certificates shall be free, to the
extent permitted by this letter agreement and under law, of all restrictive
legends, and to enable such certificates to be in such denominations and
registered in such names as any such Holders may reasonably
request.




(h)           Upon
the occurrence of any event described in Section 1.3(b)(vii), as promptly as
reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.




(i)           Cooperate
with any reasonable due diligence investigation undertaken by the Holders in
connection with the sale of Registrable Securities, including, without
limitation, by making available documents and information; provided that the
Company will not deliver or make available to any Holder material, nonpublic
information unless such Holder requests in advance in writing to receive
material, nonpublic information and agrees to keep such information
confidential.




(j)          
Comply with all rules and regulations of the Commission applicable to the
registration of the Registrable Securities.




(k)           It
shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this letter agreement with respect to the Registrable
Securities of any particular Holder that such Holder furnish to the Company
information regarding itself, the Registrable Securities and other shares of
Common Stock held by it and the intended method of disposition of the
Registrable Securities held by it as shall be reasonably required to effect the
registration of such Registrable Securities and shall complete and execute such
documents in connection with such registration as the Company may reasonably
request.




(l)           The
Company shall comply with all applicable rules and regulations of the Commission
under the Securities Act and the Exchange Act, including, without limitation,
Rule 172 under the Securities Act, file any final Prospectus, including any
supplement or amendment thereof, with the Commission pursuant to Rule 424 under
the Securities Act, promptly inform the Holders in writing if, at any time
during the Effectiveness Period, the Company does not satisfy the conditions
specified in Rule 172 and, as a result thereof, the Holders are required to make
available a Prospectus in connection with any disposition of Registrable
Securities and take such other actions as may be reasonably necessary to
facilitate the registration of the Registrable Securities
hereunder.




8




1.4           Registration
Expenses.  The Company shall pay all fees and expenses incident
to the performance of or compliance with Section 1 of this letter agreement by
the Company, including without limitation (a) all registration and filing
fees and expenses, including without limitation those related to filings with
the Commission, any Trading Market and in connection with applicable state
securities or Blue Sky laws, (b) printing expenses, if applicable
(including without limitation expenses of printing certificates for Registrable
Securities), (c) messenger, telephone and delivery expenses, (d) fees
and disbursements of counsel for the Company, (e) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the
transactions contemplated by this letter agreement, and (f) all listing
fees to be paid by the Company to the Trading Market, if
applicable.




1.5         Indemnification




(a)           Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this letter agreement, indemnify and hold harmless each Holder, the officers,
directors, partners, members, agents and employees of each of them, each person
who controls any such Holder (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) and the officers,
directors, partners, members, agents and employees of each such controlling
person, to the fullest extent permitted by applicable law, from and against any
and all Losses, as incurred, arising out of or relating to any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any
Prospectus or any form of Company prospectus or in any amendment or supplement
thereto or in any Company preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto, in the light of the
circumstances under which they were made) not misleading, except to the extent,
but only to the extent, that (i) such untrue statements, alleged untrue
statements, omissions or alleged omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such
Holder  for use therein, or to the extent that such information
relates to such Holder or such Holder's proposed method of distribution of
Registrable Securities and was reviewed and expressly approved by such Holder in
writing expressly for use in the Registration Statement, or (ii) with respect to
any prospectus, if the untrue statement or omission of material fact contained
in such prospectus was corrected on a timely basis in the prospectus, as then
amended or supplemented, if such corrected prospectus was timely made available
by the Company to the Holder, and the Holder seeking indemnity hereunder was
advised in writing not to use the incorrect prospectus prior to the use giving
rise to Losses.




9




(b)           Indemnification by
Holders.  Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company and its directors, officers, agents and
employees to the fullest extent permitted by applicable law, from and against
all Losses (as determined by a court of competent jurisdiction in a final
judgment not subject to appeal or review) arising out of  such
Holder’s failure to comply with the prospectus delivery requirements of the
Securities Act, or any untrue statement of a material fact contained in the
Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto, or arising out of or relating to any omission
of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in the light of the circumstances under which they were
made) not misleading, but only to the extent that (i) such untrue
statements or omissions are based solely upon information regarding such Holder
furnished to the Company by such Holder in writing expressly for use therein, or
to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in the
Registration Statement (it being understood that the information provided by the
Holder to the Company in the Selling Stockholder Questionnaire and other
information provided by the Holder to the Company in or pursuant to the
Transaction Documents constitutes information reviewed and expressly approved by
such Holder in writing expressly for use in the Registration Statement), such
Prospectus or such form of prospectus or in any amendment or supplement
thereto.  In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.




(c)           Conduct of Indemnification
Proceedings.  If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the person from whom indemnity is sought
(the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this letter agreement, except (and only)
to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced the
Indemnifying Party.





An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (i) the Indemnifying Party has agreed in writing to pay
such fees and expenses; or (ii) the Indemnifying Party shall have failed
promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(iii) the named parties to any such Proceeding (including any impleaded
parties) include both such Indemnified Party and the Indemnifying Party, and
such Indemnified Party shall have been advised by counsel that a conflict of
interest is likely to exist if the same counsel were to represent such
Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
Party notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable
fees and expenses of separate counsel shall be at the expense of the
Indemnifying Party).  It shall be understood, however, that the
Indemnifying Party shall not, in connection with any one such Proceeding
(including separate Proceedings that have been or will be consolidated before a
single judge) be liable for the fees and expenses of more than one separate firm
of attorneys at any time for all Indemnified Parties, which firm shall be
appointed by a majority of the Indemnified Parties.  The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected
without its written consent, which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.




10




All
reasonable fees and expenses of the Indemnified Party (including reasonable fees
and expenses to the extent incurred in connection with investigating or
preparing to defend such Proceeding in a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within 20 Trading
Days of written notice thereof to the Indemnifying Party (regardless of whether
it is ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).




(d)           Contribution.  If
a claim for indemnification under Sections 1.5(a) or  (b) is unavailable to
an Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in Section 1.5(c), any reasonable attorneys’ or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the
extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.





The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 1.5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 1.5(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the net proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceed the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.




11




The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.




1.6    Dispositions.  Each
Holder agrees that it will comply with the prospectus delivery requirements of
the Securities Act as applicable to it in connection with sales of Registrable
Securities pursuant to the Registration Statement and shall sell its Registrable
Securities in accordance with the plan of distribution set forth in the
Prospectus.  Each Holder further agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in
Sections 1.3(b)(v), (vi) or (vii), such Holder will discontinue disposition of
such Registrable Securities under the Registration Statement until such Holder
is advised in writing by the Company that the use of the Prospectus, or amended
Prospectus, as applicable, may be resumed.  The Company may provide
appropriate stop orders to enforce the provisions of this paragraph. Each
Holder, severally and not jointly with the other Holders, agrees that the
removal of the restrictive legend from certificates representing Securities as
set forth in Section 2 is predicated upon the Company’s reliance that the Holder
will comply with the provisions of this subsection. Both the Company and the
Transfer Agent, and their respective directors, officers, employees and agents,
may rely on this subsection.




1.7    Piggy-Back
Registrations.  If at any time during the Effectiveness Period
there is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder not then eligible to
sell all of their Registrable Securities under Rule 144 in a three-month period,
written notice of such determination and if, within ten days after receipt of
such notice, any such Holder shall so request in writing, the Company shall
include in such registration statement all or any part of such Registrable
Securities such Holder requests to be registered.  Notwithstanding the
foregoing, in the event that, in connection with any underwritten public
offering, the managing underwriter(s) thereof shall impose a limitation on the
number of shares of Common Stock which may be included in the Registration
Statement because, in such underwriter(s)’ judgment, marketing or other factors
dictate such limitation is necessary to facilitate public distribution, then the
Company shall be obligated to include in such Registration Statement only such
limited portion of the Registrable Securities with respect to which such Holder
has requested inclusion hereunder as the underwriter shall permit; provided,
however, that (i) the Company shall not exclude any Registrable Securities
unless the Company has first excluded all outstanding securities, the holders of
which are not contractually entitled to inclusion of such securities in such
Registration Statement or are not contractually entitled to pro rata inclusion
with the Registrable Securities and (ii) after giving effect to the immediately
preceding proviso, any such exclusion of Registrable Securities shall be made
pro rata among the Holders seeking to include Registrable Securities and the
holders of other securities having the contractual right to inclusion of their
securities in such Registration Statement by reason of demand registration
rights, in proportion to the number of Registrable Securities or other
securities, as applicable, sought to be included by each such Holder or other
holder.  If an offering in connection with which a Holder is entitled
to registration under this Section 1.7 is an underwritten offering, then each
Holder whose Registrable Securities are included in such Registration Statement
shall, unless otherwise agreed by the Company, offer and sell such Registrable
Securities in an underwritten offering using the same underwriter or
underwriters and, subject to the provisions of this letter agreement, on the
same terms and conditions as other shares of Common Stock included in such
underwritten offering and shall enter into an underwriting agreement in a form
and substance reasonably satisfactory to the Company and the underwriter or
underwriters.





12




2. Legends.  Certificates
evidencing the Common Stock will contain the following legend until no longer
required:





THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS
COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.





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




(a)           The
Company has not waived or amended any provision contained in the warrants issued
by the Company to certain Holders in connection with 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 investors,
and the issuance to such investors of warrants to purchase an aggregate of
8,181,818 shares of Common Stock, or those warrants issued by the Company to
certain Holders in connection with 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 investors,
and the issuance to such investors of warrants to purchase an aggregate of
1,272,727 shares of Common Stock.




13




(b)           In
connection with the transactions contemplated by Amendment No. 2, the Company is
not issuing any additional equity securities to the Holders, except for the
issuance of Common Stock to the Holders upon conversion of the Notes or the
issuance to Holders of any equity or other securities in connection with such
Holder’s participation in an Investor Sale.





4.          
 Governing
Law; Jurisdiction.  This letter agreement shall be governed by
and construed in accordance with the laws of the State of Delaware governing
contracts to be made and performed therein without giving effect to principles
of conflicts of law, and with respect to any dispute arising out of this letter
agreement, each party hereby consents to the exclusive jurisdiction of the
courts sitting in the State of Delaware.  Each of the parties waives
any defense of inconvenient forum to the maintenance of any action or proceeding
so brought and each party further agrees not to bring any action or proceeding
arising out of or relating to this letter agreement in any other
court.





7.        
   Counterparts.   This
letter agreement may be executed in several counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
document.





8.        
    Assignment.
The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Holders. Any Holder may assign any or
all of its rights under this letter agreement to any person to whom such Holder
assigns or transfers any shares of Common Stock issuable upon conversion of the
Notes, provided such transferee agrees in writing to be bound, with respect to
the transferred shares of Common Stock, by the provisions hereof that apply to
the Holders.  This letter agreement will be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.





9.        
    Further
Assurances.   The Holder will execute and deliver to the
Company any writings and do all things necessary or reasonably requested by the
Company to carry into effect the provisions and intent of this letter
agreement.





10.           Miscellaneous.   This
letter agreement supersedes all prior agreements and sets forth the entire
understanding among the parties hereto and thereto with respect to the subject
matter hereof and thereof and supersedes all prior agreements and understandings
relating to the subject matter hereof and thereof.  If any provision
of this letter agreement shall be held to be illegal, invalid or unenforceable,
then such illegality, invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render illegal, invalid or
unenforceable any other provision of this letter agreement, and this letter
agreement shall be carried out as if any such illegal, invalid or unenforceable
provision were not contained herein.





14




[Remainder
of page intentionally left blank]




15




IN WITNESS WHEREOF, the
undersigned have executed this letter agreement as of the dates set forth
below.
  HOLDERS:TRINAD
      CAPITAL MASTER FUND, LTD.By:
                            /s/ Robert S. EllinName:
                            Robert S. EllinTitle:
                            Managing Director ofTrinad Management, LLC, its
      Manager
 
 BACK
      BAY LLCBy:
      /s/ Howard
      SmucklerName:
      Howard
      SmucklerTitle:   Chief Financial
      OfficerCIPHER
      06 LLCBy:   
      ________________________________Name:
      ________________________________Title:   ________________________________SOUNDPOST
      CAPITAL, LPBy:   
      ________________________________Name:
      ________________________________Title:   ________________________________SOUNDPOST
      CAPITAL OFFSHORE LTD.By:   
      ________________________________Name:
      ________________________________Title:   ________________________________TRINAD
      MANAGEMENT, LLCBy:
      /s/ Robert S.
      EllinName:
      Robert S.
      EllinTitle:   Managing
      Director
  [Additional
Signature Page Follows]
 
 16
  S.A.C.
      VENTURE INVESTMENTS, LLCBy:
      /s/ Peter A
      NussbaumName:
      Peter A.
      NussbaumTitle:   Authorized
      SignatorySANDOR
      CAPITAL MASTER FUND LPBy:
      /s/ John S. LemakName:
      John S. LemakTitle:   John
      S. Lemak/s/ John S.
      LemakJohn
      S. LemakAccepted
      and Agreed:COMPANY:ZOO
      ENTERTAINMENT, INC.By:/s/ David
      FremedName: David
      FremedTitle:
      Chief Financial
      Officer
  17