Exhibit 10.2


 


SECURED PROMISSORY NOTE






 


	$1,600,000	
        July 30, 2012

         

        Los Angeles,
California



 


For
value received, the each of undersigned, indiePub Entertainment, Inc.,
a Delaware corporation (formerly known as Zoo Entertainment, Inc.), Zoo
Games, Inc., a Delaware corporation, Zoo Publishing, Inc., a New Jersey corporation,
and indiePub, Inc., a Delaware corporation (collectively, the “Borrowers”),
hereby jointly and severally promise to pay to the order of MMB Holdings LLC, a Delaware
limited liability company (the “Lender”), in the lawful currency of the United States of America, and in immediately
available funds, the principal amount of (a) One Million Six Hundred Thousand ($1,600,000),
or, if different, (b) the aggregate unpaid principal amount of all Additional Loans made by the Lender to the Borrower pursuant
to that certain Loan and Security Agreement, dated as of March 9, 2012, among the Borrowers and the Lender, as amended by that
certain First Amendment thereto, dated as of July 30, 2012 (as further amended, restated, modified or supplemented from time to
time, the “Loan Agreement”), in each case (i) plus interest thereon and all other amounts due to Lender under
the Loan Documents in respect of the Additional Loans, and (ii) in the manner and upon the terms and conditions set forth
in the Loan Agreement. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings
given to them in the Loan Agreement.


 


The holder of this Promissory
Note is authorized to endorse on Schedule A annexed hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, the date and the amount of each Loan evidenced by this Promissory Note and of each payment
or prepayment of principal or interest with respect thereto and such holder shall so endorse such schedule prior to any transfer
of this Promissory Note. Each such endorsement shall be deemed to be conclusive and binding upon the Borrowers except to the extent
of manifest error, and the failure to make any such endorsement or any error in any such endorsement shall not affect the obligations
of the Borrowers in respect of the Loans evidenced by this Promissory Note. The holder of this Promissory Note may assign all or
any portion of this Promissory Note to any Person at any time in accordance with Section 9.4(b) of the Loan Agreement.


 


This Promissory Note
is subject to the provisions of the Loan Agreement and secured as provided in the Loan Documents. Reference is hereby made to the
Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent
of the security, the terms and conditions upon which the security interests were granted, and the rights of the holder of this
Promissory Note in respect thereof. Upon the occurrence of any Event of Default, all principal and all accrued interest then remaining
unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan
Agreement. The Borrower hereby waives presentment, demand, protest and all other notices of any kind to the fullest extent permitted
by applicable law.


 


No amendment, modification
or waiver of any provision hereof nor consent to any departure from the terms of this Promissory Note shall be effective unless
the same shall be in writing and signed by the Borrowers and the Lender, and any such waiver or consent shall only be effective
in the specific instance and for the specific purpose for which given.


 


THIS PROMISSORY NOTE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE.


 






    	 



    	 



    



 


In
witness whereof, the Borrowers have executed this Promissory Note as of the date above first written.


 


 


BORROWERS:


  


	 	indiePub Entertainment, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/ Mark Seremet
	 	 	 	Name:	Mark Seremet
	 	 	 	Title:	CEO
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Zoo Games, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/ Mark Seremet
	 	 	 	Name:	Mark Seremet
	 	 	 	Title:	CEO
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Zoo Publishing, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/ Mark Seremet
	 	 	 	Name:	Mark Seremet
	 	 	 	Title:	CEO
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	indiePub, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/ Mark Seremet
	 	 	 	Name:	Mark Seremet
	 	 	 	Title:	CEO


  



    	 



    	 



    



 


 


Schedule
A to Promissory Note 


 


 


	Date	Amount of
 Loan Made	Amount of Principal Repayment	Outstanding Loan Balance	Notation
 Made By