Unassociated Document


    DRIFTWOOD
      VENTURES, INC.

    


    
      
        

      



    NOTE
      PURCHASE AGREEMENT

    


    
      
 


    September
      26, 2008


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DRIFTWOOD
      VENTURES, INC.

    


    NOTE
      PURCHASE AGREEMENT

    


    This
      Note Purchase Agreement (the
      “Agreement”) is
      made
      as of September 26, 2008 (the “Effective
      Date”) by
      and
      among DRIFTWOOD VENTURES,
      Inc., a
      Delaware corporation (the “Company”), and
      the
      persons and entities named on the Schedule of Purchasers attached hereto
      (individually, a
      “Purchaser”
      and
      collectively, the “Purchasers”).

    


    RECITAL

    


    WHEREAS,
      the
      Company has requested that the Purchasers make loans to the Company in the
      aggregate principal amount of up to $5,000,000;

    


    WHEREAS,
      as
      partial inducement to make such loans to the Company, the Company desires to
      issue to the Purchasers an aggregate of up to 4,545,455 warrants to purchase
      common stock of the Company;

    


    WHEREAS,
      the
      Purchasers are willing to make such loans to the Company pursuant to the terms
      and conditions set forth in this Agreement;

    


    WHEREAS,
      as a
      condition to making such loans to the Company, the Company has agreed to grant
      a
      security interest in all of its assets to secure the Company’s obligations under
      the Notes (as defined below); and

    


    WHEREAS,
      certain
      capitalized terms have the meaning ascribed to such terms in Section 10
      below.

    


    AGREEMENT

    


    NOW
      THEREFORE, in
      consideration of the foregoing, and the representations, warranties, covenants
      and conditions set forth below, the Company and each Purchaser, severally and
      not jointly, intending to be legally bound, hereby agree as
      follows:

    


    1. Amount
      and Terms of the Loans; Warrants. Subject
      to the terms of this Agreement, each Purchaser, severally and not jointly,
      agrees to lend to the Company up to that amount (the “Total
      Loan Amount”)
      set
      forth opposite each such Purchaser’s name under the heading “Total Loan Amount”
on the Schedule
      of Purchasers
      attached
      hereto against the issuance and delivery by the Company of a senior secured
      convertible promissory note or notes in substantially the form attached hereto
      as Exhibit A
      (each, a
“Note”
      and
      collectively, the “Notes”).
      The
      Purchasers will also receive common stock purchase warrants in
      the
      form attached hereto as Exhibit
      B
      (each, a
“Warrant”
      and
      collectively, the “Warrants”),
      which
      Warrants when exercised will result in the issuance of common stock of the
      Company as set forth therein (the “Warrant
      Shares”).
      Subject
      to the terms and conditions of this Agreement, the Company agrees to issue
      and
      sell to each Purchaser at Closing (as defined below), as partial inducement
      to
      purchase the Notes purchased by such Purchaser at Closing and against payment
      by
      such Purchaser of the amount set forth on the Schedule
      of Purchasers,
      a
      Warrant entitling such Lender to purchase capital stock as set forth in such
      Warrant.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              2.

            	
              The
                Closing

            


    

    


    (a) Initial
      Closing. The
      initial closing of the sale and purchase of the Notes (the “Initial
      Closing”) shall
      be
      held on the Effective Date or at such other date and time (the “Initial
      Closing Date”) as
      the
      Company and holders representing at least a majority of the aggregate principal
      amount of Notes outstanding or, if no amounts are outstanding, Purchasers
      representing at least a majority of the aggregate principal amount of Notes
      outstanding shall agree. At
      the
      Initial Closing, (i) each Purchaser shall deliver to the Company by check or
      wire transfer of immediately available funds such Purchaser’s Drawdown Amount
      (such Purchaser’s “Drawdown
      Amount”)
      and
      (ii) the Company shall issue and deliver to each Purchaser a Note in favor
      of
      such Purchaser in the corresponding principal amount equal to such Purchaser’s
      Drawdown Amount, and the Company agrees to issue to each Purchaser a Warrant
      in
      accordance with Section 1. 

    


    (b) Subsequent
      Closing(s).
      At any
      time and from time to time on or before October 15, 2008, the Company may issue
      additional Notes to one or more additional persons or entities (an “Additional
      Purchaser”)
      at one
      or more subsequent closings (each a “Subsequent
      Closing”
      and the
      date of closing of any Subsequent Closing, a “Subsequent
      Closing Date”).
      At
      each Subsequent Closing, (i) each Additional Purchaser shall deliver to the
      Company by check or wire transfer of immediately available funds such
      Purchaser’s Drawdown Amount and (ii) the Company shall issue and deliver to each
      Purchaser a Note in favor of such Purchaser in the corresponding principal
      amount equal to such Purchaser’s Drawdown Amount, and the Company agrees to
      issue to each Purchaser a Warrant in accordance with Section 1. Each Subsequent
      Closing shall be made on the terms and conditions set forth in this Agreement.
      At each Subsequent Closing, the representations and warranties of the Company
      in
      Section 3 hereof shall be deemed to speak as of the Initial Closing Date
and
      the
      Company shall have no obligation to update any such disclosure
      and
      the
      representations and warranties of the Additional Purchasers in Section 4 hereof
      shall speak as of such Subsequent Closing. 

     

    (c)
      Additional Purchaser(s).
      This
      Agreement, including without limitation, the Schedule
      of Purchasers,
      may be
      amended by the Company to include any Additional Purchasers upon the execution
      by such Additional Purchaser of a counterpart signature page hereto. Any Notes
      or Warrants issued pursuant to Section 2(c) shall be deemed to be “Notes” or
“Warrants” for all purposes under this Agreement and any Additional Purchasers
      thereof shall be deemed to be “Purchasers” for all purposes under this Agreement
      and the Security Agreement (as hereinafter defined). 

    


    
      	
              3.

            	
              Representations,
                Warranties and Covenants of the
                Company

            


    

    


    The
      Company hereby represents and warrants to each Purchaser as
      follows:

    


    3.1 Organization,
      Good Standing and Qualification. The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware. The Company has the requisite corporate
      power to own and operate its properties and assets and to carry on its business
      as now conducted and as proposed to be conducted. The Company is duly qualified
      and is authorized to do business and is in good standing as a foreign
      corporation in all jurisdictions in which the nature of its activities and
      of
      its properties (both owned and leased) makes such qualification necessary,
      except for those jurisdictions in which failure to do so would not have a
      Material Adverse Effect (as defined below).


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.2 Subsidiaries.
      The
      only
      subsidiary of the Company is Zoo Games, Inc. (“Zoo
      Games”).

     

    3.3 Corporate
      Power.
      The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement and the other Loan Documents (as defined below) and to carry
      out
      and perform its obligations under the terms of this Agreement and the other
      Loan
      Documents.

    


    3.4 Authorization.
      All
      corporate action on the part of the Company, its directors, officers and
      stockholders necessary for the authorization, execution, delivery and
      performance of this Agreement and each other Loan Document by the Company and
      the performance of the Company’s obligations hereunder and thereunder, including
      the issuance and delivery of the Notes and the Warrant Shares, and the
      reservation of the equity securities issuable upon conversion of the Notes
      (the
“Note
      Securities”)
      and
      upon conversion of the Note Securities or exercise of the Warrants has been
      taken or will be taken prior to the issuance of such equity securities. This
      Agreement and each of the other Loan Documents, when executed and delivered
      by
      the Company, shall constitute valid and binding obligations of the Company
      enforceable in accordance with their terms, subject to laws of general
      application relating to bankruptcy, insolvency, the relief of debtors and,
      with
      respect to rights to indemnity, subject to federal and state securities
      laws.

    


    3.5 Governmental
      Consents.
      All
      consents, approvals, orders, or authorizations of, or registrations,
      qualifications, designations, declarations, or filings with, any governmental
      authority, required on the part of the Company in connection with the valid
      execution and delivery of this Agreement, the offer, sale or issuance of the
      Notes, the Note Securities, the Warrants, the Warrant Shares and the securities
      issuable upon conversion of the Note Securities, or the consummation of any
      other transaction contemplated hereby or by any other Loan Document have been
      obtained and will be effective at the Closing, other
      than filings required to be made after the Closing under applicable federal
      and
      state securities laws and as required to perfect the security interest granted
      under the Security Agreement.

    


    3.6 Compliance
      with Laws. The
      Company has complied with all laws, statutes, rules, regulations, orders or
      restrictions of any domestic or foreign government or any instrumentality or
      agency thereof applicable to the Company or its operations, properties, assets,
      products or services, or to the conduct of its business, and is not in violation
      or default (or with due notice or lapse of time or both would be in violation
      or
      default) of any of the foregoing, the non-compliance or violation of which
      would, either individually or in the aggregate, have a material adverse effect
      on the business, assets, liabilities, financial condition, operations or
      prospects of the Company (a “Material
      Adverse Effect”).
      The
      Company has not received any notice of any violation of any laws, governmental
      rules, regulations or orders, judgment, decrees, injunctions or
      awards.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.7 Compliance
      with Other Instruments. The
      Company is not in violation or default of any term of (1) its certificate of
      incorporation or by-laws or (2) any judgment, decree, order or writ binding
      upon
      the Company. Except with respect to the Note Purchase Agreement, dated as of
      July 7, 2008, as amended on July 15, 2008, July 31, 2008 and August 12, 2008,
      and the Security Agreement, dated as of July 7, 2008, as amended on August
      12,
      2008, each executed in favor of the purchasers set forth on the schedules of
      purchasers thereto in connection with the sale of senior secured convertible
      notes in the aggregate principal amount of $9,000,000 (the “First
      Financing”),
      for
      which the Company has obtained all required consents and waivers, neither the
      execution, delivery and performance of this Agreement or any of other Loan
      Document, the consummation of the transactions contemplated hereby or thereby,
      or the issuance and delivery of the Notes, the Warrants, the Note Securities,
      the Warrant Shares or any other securities of the Company upon conversion of
      the
      Note Securities will conflict with or result in a breach of or default under
      (or
      with due notice or lapse of time or both would result in a breach or default
      under) the Company’s certificate of incorporation or by-laws, or any statute,
      law, rule, regulation, judgment, decree, writ, injunction, order or award of
      any
      arbitrator, court or governmental authority, material agreement or instrument
      which is applicable to the Company or by which the Company or any of its assets
      is bound, or result in the creation or imposition of any Lien upon any of the
      assets of the Company (other than Liens pursuant to the Security Agreement),
      or
      the suspension, revocation, impairment, forfeiture, or nonrenewal of any
      material permit, license, authorization or approval applicable to the Company,
      its business or operations or any of its assets or properties. Without limiting
      the foregoing, the Company has obtained all waivers necessary with respect
      to
      any preemptive rights, rights of first refusal or similar rights, including
      any
      notice or offering periods provided for as part of any such rights, in order
      for
      the Company to consummate the transactions contemplated hereunder without any
      third party obtaining any rights to cause the Company to offer or issue any
      securities of the Company as a result of the consummation of the transactions
      contemplated hereunder.

    


    3.8 Offering.
      The
      Company and its representatives have complied and will comply with all
      applicable federal and state securities laws in connection with the offer,
      issuance and sale of the Notes, Warrants, Note Securities, Warrant Shares and
      securities issuable upon conversion of the Note Securities. Assuming the
      accuracy of the representations and warranties of the Purchasers contained
      in
      Section 4 hereof, the offer, issue, and sale of the Notes, Warrants, Note
      Securities, Warrant Shares and securities issuable upon conversion of the Note
      Securities are and will be exempt from the registration and prospectus delivery
      requirements of the Securities Act of 1933, as amended (the “Act”), and
      have
      been registered or qualified (or are exempt from registration and qualification)
      under the registration, permit, or qualification requirements of all applicable
      state securities laws.

    


    3.9 Litigation.
      There
      is
      no action, suit, claim, litigation, proceeding, arbitration, investigation
      or
      governmental inquiry, at law or in equity, or before or by any federal, state,
      municipal or other governmental department, commission, board, bureau, agency
      or
      instrumentality, domestic or foreign, or arbitration involving private parties
      (collectively, a “Proceeding”) pending
      or, to the knowledge of the Company, threatened against the Company or affecting
      any of its properties or assets, or, to the knowledge of the Company, against
      any officer, employee, consultant or holder of any of the securities of the
      Company relating to the Company or its business, which might result in a
      Material Adverse Effect. There are no Proceedings pending or, or to the
      Company’s knowledge, threatened (or any basis therefor known to the Company)
      which might call into question the validity of this Agreement or any of the
      other Loan Documents or any action taken or to be taken pursuant hereto or
      thereto.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.10 Bankruptcy.
      The
      Company has not admitted in writing its inability to pay its debts generally
      as
      they become due, filed or consented to the filing against it of a petition
      in
      bankruptcy or a petition to take advantage of any insolvency act, made an
      assignment for the benefit of creditors, consented to the appointment of a
      receiver for itself or for the whole or any substantial part of its property,
      or
      had a petition in bankruptcy filed against it, been adjudicated a bankrupt,
      or
      filed a petition or answer seeking reorganization or arrangement under the
      federal bankruptcy laws or any other law or statute of the United States of
      America or any other jurisdiction.

    


    3.11 Agreements.
      Except
      with respect to the First Financing, for which the Company has obtained all
      required consents and waivers, each material written or oral contract,
      instrument, agreement, commitment, obligation, plan and arrangement to which
      the
      Company is a party or by which it or any of its assets is bound (the
“Material
      Agreements”)
      is in
      full force and effect, and neither the Company nor, to the knowledge of the
      Company, any other party thereto, is in breach or violation of, or default
      under, nor is the Company aware of any reasonable basis for a claim of such
      breach or violation of, or default under, the terms of any Material Agreement,
      and no event has occurred which constitutes or, with the lapse of time or the
      giving of notice or both, would constitute a breach or violation of, or default
      under, any Material Agreement by the Company, or to the knowledge of the
      Company, any other party thereto, in any case, which breach, violation or
      default could, either individually or in the aggregate, have a Material Adverse
      Effect. There is no anticipated or threatened default or material failure of
      performance or observance of any obligations or conditions contained in the
      Company Agreements by the Company, or, to the knowledge of the Company, by
      any
      other party thereto which could, either individually or in the aggregate, have
      a
      Material Adverse Effect. Except as contemplated in connection with the Initial
      Closing, the Company has not provided to, or received from, any other party
      to
      any Company Agreement, any notice of default or notice of its intention to
      terminate any of the Company Agreements, and, to the knowledge of the Company,
      does any party to any Company Agreement intend to terminate such Company
      Agreement prior to the scheduled expiration of term of such Company Agreement.
      

    


    3.12 No
      Undisclosed Liabilities. Except
      as
      set forth in the Company’s filings with the Securities and Exchange Commission,
      the Company does not have any liabilities or obligations of any nature
      whatsoever, contingent or otherwise, other than liabilities incurred in the
      ordinary course of the Company’s business, which liabilities are not,
      individually or in the aggregate, material.

    


    3.13 No
      Liens.
      There
      are no Liens on any of the Company’s assets, properties, interests or rights,
      other than the Liens from the First Financing and as contemplated by the
      Security Agreement, including, but not limited to, Section 4(f)
      thereof.

     

    3.14.
      Capitalization.
      The
      authorized capital stock of the Company consists of (i) 75,000,000 shares of
      common stock, $0.001 par value per share (“Common Stock”); and (ii) 5,000,000
      shares of preferred stock, $0.001 par value per share (“Preferred Stock”).



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (a) As
      of the
      close of business on September 24, 2008: (i) 37,425,756  shares of
      Common Stock were issued and outstanding; (ii) no shares of Preferred Stock
      were
      issued or outstanding; (iii) no shares of Common Stock were held in the treasury
      of the Company; (iv) 25,000 shares of Common Stock were duly reserved for
      future issuance pursuant to stock grants pursuant to the Company’s 2007
      Employee, Director and Consultant Stock Plan; (v) 2,352,677 shares of Common
      Stock were duly reserved for future issuance upon the exercise of options
      granted pursuant to the Zoo Games 2008 Long-Term Incentive Plan; and
      (vi) 6,047,613 shares of Common Stock were duly reserved for future
      issuance upon the exercise of common stock purchase warrants. Except as
      described above or in the forms, reports and documents required to be filed
      by
      the Company with the Securities Exchange Commission, as of such date, there
      were
      no shares of voting or non-voting capital stock, equity interests or other
      securities of the Company authorized, issued, reserved for issuance or otherwise
      outstanding. Except as described above or in , there are no outstanding
      securities, options, warrants, calls, rights, commitments, agreements,
      arrangements or undertakings of any kind (contingent or otherwise) to which
      the
      Company is a party or bound obligating the Company to issue, deliver or sell,
      or
      cause to be issued, delivered or sold, additional shares of capital stock or
      other voting securities of the Company or obligating the Company to issue,
      grant, extend or enter into any agreement to issue, grant or extend any
      security, option, warrant, call, right, commitment, agreement, arrangement
      or
      undertaking. The Company is not subject to any obligation or requirement to
      provide funds for or to make any investment (in the form of a loan or capital
      contribution) to or in any person.

     

    (b) The
      Warrant Shares will be, when issued in accordance with the terms of the
      Warrants, duly authorized, validly issued, fully paid and non-assessable, and
      not subject to, or issued in violation of, any kind of preemptive, subscription
      or similar rights. 

     

    (c) There
      are
      sufficient shares of Common Stock available for issuance by the Company to
      perform its obligations under the Warrants.”

    


    
      	
              4.

            	
              Representations
                and Warranties of the
                Purchasers

            


    

    


    Each
      Purchaser severally, but not jointly, represents and warrants to the Company
      solely to itself as follows:

    


    4.1 Purchase
      for Own Account. Each
      Purchaser is acquiring the Notes, Warrants, Warrant Shares and the Note
      Securities issuable upon conversion of the Notes (collectively, the “Securities”) solely
      for its own account and beneficial interest for investment and not for sale
      or
      with a view to distribution of the Securities or any part thereof, and has
      no
      present intention of selling (in connection with a distribution or otherwise),
      granting any participation in, or otherwise distributing the
      same.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.2 Experience
      and Sophistication. Each
      Purchaser hereby represents that it has such knowledge and experience in
      financial and business matters that it is capable of evaluating the merits
      and
      risk of this investment.

    


    4.3 Ability
      to Bear Economic Risk. Each
      Purchaser acknowledges that investment in the Securities involves a high degree
      of risk, and represents that it is able, without materially impairing its
      financial condition, to hold the Securities for an indefinite period of time
      and
      to suffer a complete loss of its investment.

    


    4.4 Accredited
      Investor Status. Each
      Purchaser is an “accredited investor” as such term is defined in Rule 501 under
      the Act.

    


    4.5 Transfer
      Restrictions Imposed By Securities Laws. Each
      Purchaser understands that none of the Securities have been registered under
      the
      Act or any other applicable securities laws, and, therefore, cannot be resold
      unless they are subsequently registered under the Act and other applicable
      securities laws or unless an exemption from such registration is available.
      Each
      Purchaser agrees not to sell or otherwise dispose of all or any part of the
      Securities except as permitted by law, including, without limitation, any
      regulations under the Act and other applicable securities laws; the Company
      does
      not have any present intention and is under no obligation to register the
      Securities under the Securities Act and other applicable securities
      laws.

    


    4.6 Authorization.
      This
      Agreement and each of the other Loan Documents, when executed and delivered
      by
      each Purchaser, shall constitute valid and binding obligations of such Purchaser
      enforceable in accordance with their terms, subject to laws of general
      application relating to bankruptcy, insolvency, the relief of debtors and,
      with
      respect to rights to indemnity, subject to federal and state securities laws.
      Each Purchaser has full power and authority to enter into this Agreement and
      each of the other Loan Documents to which such Purchaser shall be a
      Party.

    


    
      	
              5.

            	
              Conditions
                to Purchasers’ Obligations at Initial
                Closing

            


    

    


    Each
      Purchaser’s obligation to purchase and pay for the Notes to be purchased by such
      Purchaser at the Initial Closing is subject to the complete satisfaction by
      the
      Company (or waiver by such Purchaser), on or before the Initial Closing
      Date, of
      the
      following conditions:

    


    (a) Representations,
      Warranties and Agreements. At
      the
      Closing, the representations and warranties of the Company contained herein
      shall be true and correct and the Company shall have performed and complied
      with
      all conditions and agreements required to be performed or complied with by
      it on
      or prior to the Closing Date. 

    


    (b) Security
      Agreement. The
      Security Agreement attached hereto as Exhibit C
      (the
      “Security
      Agreement”) shall
      have been executed and delivered by each of the other Purchasers, the Company
      and the other parties thereto required to execute the Security Agreement at
      or
      prior to the Initial Closing Date.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) Issuance
      of Notes and Warrants. Each
      Purchaser shall have received from the Company duly executed Notes and Warrants
      as required by this Agreement.

    


    (l) General.
      All
      instruments and legal, governmental, administrative, corporate and partnership
      proceedings in connection with the transactions contemplated by Loan Documents
      shall be reasonably satisfactory in form and substance to each Purchaser, and
      such Purchaser shall have received copies of all documents, including, without
      limitation, records of corporate or other proceedings, and any consents,
      licenses, approvals, permits and orders required to be secured by the Company
      in
      connection with the transactions contemplated herein or which such Purchaser
      may
      have reasonably requested in connection therewith.

    


    
      	
              6.

            	
              Conditions
                to Purchasers’ Obligations at Each Subsequent
                Closing

            


    

    


    Each
      Purchaser’s obligation to purchase and pay for the Notes to be purchased by it
      at a Subsequent Closing is subject to the complete satisfaction by the Company
      (or waiver by such Purchaser), on or before the date of such Subsequent Closing
      Date, of
      the
      following conditions:

    


    (a) Representations,
      Warranties and Agreements. The
      representations and warranties of the Company contained herein shall be true
      and
      correct in all material respects as of such Subsequent Closing Date and the
      Company shall have performed and complied with all conditions and agreements
      required to be performed or complied with by it on or prior to the Subsequent
      Closing Date.

    


    (b) Absence
      of Defaults.
      No
      Default or Event of Default shall have occurred and be continuing.

    


    (c) Issuance
      of Notes and Warrants. Such
      Purchaser shall have received from the Company a duly executed Note and Warrant
      as required by this Agreement.

    


    (e) General.
      All
      instruments and legal, governmental, administrative, corporate and partnership
      proceedings in connection with the transactions contemplated by Loan Documents
      shall be reasonably satisfactory in form and substance to such Purchaser, and
      such Purchaser shall have received copies of all documents, including, without
      limitation, records of corporate or other proceedings, and any consents,
      licenses, approvals, permits and orders required to be secured by the Company
      in
      connection with the transactions contemplated herein or which such Purchaser
      may
      have reasonably requested in connection therewith.

    


    
      	
              7.
                

            	
              Conditions
                to Company’s Obligations

            


    

    


    The
      Company’s obligation to sell and issue the Notes pursuant to this Agreement at
      the Initial Closing and at each Subsequent Closing (each, a “Closing”)
      is
      subject to the complete satisfaction by each Purchaser purchasing Notes at
      such
      Closing (or waiver by the Company), on or before the date of such Closing,
      of
      the following conditions:

    


    (a) Representations
      and Warranties. The
      representations and warranties of such Purchaser contained herein shall be
      true
      and correct as of the Closing Date.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Payment
      of Purchase Price. Such
      Purchaser shall have delivered to the Company, and the Company shall have
      received, payment in full of the purchase price relating to the Notes and
      Warrants being purchased by such Purchaser at the Closing.

    


    
      	
              8.

            	
              Affirmative
                Covenants

            


    

    


    Until
      such time as all Obligations have been paid in full, the Company shall do all
      of
      the following:

     

    (a) Government
      Compliance.
      The
      Company shall maintain its legal existence and good standing in its jurisdiction
      of formation and maintain qualification in each jurisdiction in which the
      failure to so qualify would reasonably be expected to constitute a Material
      Adverse Effect. The Company shall comply in all material respects with all
      laws,
      ordinances and regulations to which it is subject.

     

    (b) Financial
      Information; Reports and Inspection.
      The
      Company shall:

     

    (i) deliver
      to the Purchasers such financial information as may be reasonably requested
      by
      the Purchasers from time to time, which may include, but not be limited to,
      quarterly financial statements; and

     

    (ii) deliver
      promptly (and in no event later than 5 business days after the occurrence
      thereof) notice of any Default or Event of Default.

     

    (c) Taxes.
      The
      Company shall make timely payment of all federal, state, and local taxes or
      assessments (other than taxes and assessments which the Company is contesting
      in
      good faith, with adequate reserves maintained in accordance with U.S. generally
      accepted accounting principles) and will deliver to the Purchasers, on demand,
      appropriate certificates attesting to such payments.

    


    (d) Insurance.
      The
      Company will maintain insurance consistent with past practice.

     

    (e) Use
      of Proceeds. The Purchasers acknowledge and agree that the Company will use
      the
      proceeds of loans made by the Purchasers hereunder for additional operating
      capital for the Company or Zoo Games. 

     

    
      	
              9.

            	
              Negative
                Covenants

            


    

    


    Until
      such time as all Obligations shall have been paid in full, the Company shall
      not
      do any of the following, without the prior written consent of the holders of
      Notes representing at least seventy-five percent (75%) of the aggregate
      principal amount then outstanding under the Notes:

     

    (a) Indebtedness.
      The
      Company will not create, incur, assume or suffer to exist any (nor allow any
      of
      its Subsidiaries to create, incur, assume or suffer to exist) Indebtedness,
      except for: 


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (i) Indebtedness
      owed to the Purchasers, including, without limitation, the Indebtedness
      represented by the Notes;

     

    (ii) Indebtedness
      of the Company for taxes, assessments and governmental charges or levies not
      yet
      due and payable; 

     

    (iii) unsecured
      current liabilities of the Company (other than for money borrowed or for
      purchase money Indebtedness with respect to fixed assets) incurred upon
      customary terms in the ordinary course of business; 

     

    (iv) 
      $750,000
      of Indebtedness to Trinad Management, LLC in connection with the termination
      of
      that certain Management Agreement between the Company and Trinad Management,
      LLC, which Indebtedness will be on the same terms and pari
      passu
      with the
      Indebtedness to the Purchasers under the Loan Documents; 

    


    (v) Indebtedness
      represented by the senior secured convertible notes issued to the purchasers
      in
      the First Financing; and

    


    (vi) Indebtedness
      existing within Zoo Games or any of its subsidiaries or assumed by the Company,
      by virtue of the consummation of the transactions contemplated by that certain
      Agreement and Plan of Merger, by and among the Company, DFTW Merger Sub, Inc.,
      Zoo Games and Mark Seremet as the successor Representative, dated as of July
      7,
      2008, as amended (the “Zoo Games Merger”). 

    


    (b) Liens.
      The
      Company will not create, incur, assume or suffer to exist (nor allow any of
      its
      Subsidiaries to create, incur, assume or suffer to exist) any Liens upon or
      with
      respect to any of its property or assets, now owned or hereafter acquired,
      except for: (i) the lien of Trinad Management, LLC (which lien will be
pari
      passu
      with the
      lien of the Purchasers); (ii) any existing liens of Zoo Games or any of its
      subsidiaries as of the closing of the Zoo Games Merger; (iii) the liens created
      in connection with the issuance of the Company’s senior secured convertible
      notes in the First Financing (which liens will be pari
      passu
      with the
      lien of the Purchasers); and (iv) as permitted by Section 4(f) of the Security
      Agreement.

     

    (c) Guaranties.
      The
      Company will not guarantee, endorse or otherwise become directly or contingently
      liable for (including, without limitation, liable by way of agreement,
      contingent or otherwise, to purchase, to provide funds for payment, to supply
      funds to or otherwise invest in any debtor or otherwise to assure any creditor
      against loss) (and will not permit any of its Subsidiaries so to assume,
      guaranty or become directly or contingently liable for) in connection with
      any
      Indebtedness of any other Person, except guaranties by endorsement for deposit
      or collection in the ordinary course of business.

     

    (d) Dividends;
      Distributions; Redemptions.
      The
      Company will not make any distributions to its stockholders, pay any dividends
      or distributions or redeem, purchase, or otherwise acquire directly or
      indirectly any of its equity interests; provided, the foregoing not apply to
      (i)
      distributions, dividends or like transactions, paid in equity of the Company,
      or
      (ii) repurchases, redemptions, or similar acquisitions of shares of the
      Company’s common stock issued to or held by employees, officers, directors or
      other service providers pursuant to agreements providing for such repurchase
      at
      the original purchase price, at a purchase price not exceeding the fair market
      value of such common stock, or in connection with the exercise of a contractual
      right of first refusal entitling the Company to purchase the shares upon the
      terms offered by a third party. 


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) Loans
      and Advances.
      Except
      for the loan to Zoo Games as contemplated by Section 8(e) above, in connection
      with any Investor Sale (as defined in the Note) or the $750,000 Indebtedness
      to
      Trinad Management, LLC, the Company will not make any loans or advances to
      any
      Person, including, without limitation, the Company's directors, officers and
      employees, except advances to directors, officers or employees with respect
      to
      expenses incurred by them in the ordinary course of their duties consistent
      with
      past practice.

     

    (f) Investments.
      Except
      in connection with the consummation of the transactions contemplated by that
      certain Agreement and Plan of Merger, by and among the Company, DFTW Merger
      Sub,
      Inc., Zoo Games and Mark Seremet as the successor Representative, dated as
      of
      July 7, 2008, as amended, or in connection with any Investor Sale, the Company
      will not invest in, hold or purchase any stock or securities of any Person
      except: (i) readily marketable direct obligations of, or obligations guarantied
      by, the United States of America or any agency thereof; (ii) other
      investment grade debt securities; and (iii) mutual funds, the assets of which
      are primarily invested in items of the kind described in the foregoing clauses
      (i) and (ii) of this Section 9(f).

     

    (g) No
      Margin Stock.
      No
      proceeds of any loan to the Company shall be used directly or indirectly to
      purchase or carry any margin security or margin stock, as such terms are used
      in
      Regulations U and X of the Board of Governors of the Federal Reserve System,
      12
      CFR parts 221 and 224.

     

    
      	10.	
              Certain
                Definitions

            


    

     

    In
      addition to the terms defined above, the following terms used in this Agreement
      shall be construed to have the meanings set forth or referenced
      below.

    


    “Affiliate”
      means
      any Person which, directly or indirectly, controls or is controlled by or is
      under common control with the Company; any officer or director of the Company;
      any Person owning of record or beneficially, directly or indirectly, 5% or
      more
      of the capital stock of the Company; and any member of the immediate family
      of
      any of the foregoing. “Control”
      means
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of any Person, whether through ownership
      of voting equity, by contract or otherwise.

     

    “Contingent
      Obligation”
      means,
      as applied to the Company, any direct or indirect liability, contingent or
      otherwise, of that the Company with respect to (i) any indebtedness, lease,
      dividend, letter of credit or other obligation of another, including, without
      limitation, any such obligation directly or indirectly guaranteed, endorsed,
      co-made or discounted or sold with recourse by that the Company, or in respect
      of which that the Company is otherwise directly or indirectly liable;
      (ii) any obligations with respect to undrawn letters of credit, corporate
      credit cards, or merchant services issued or provided for the account of that
      the Company; and (iii) all obligations arising under any interest rate,
      currency or commodity swap agreement, interest rate cap agreement, interest
      rate
      collar agreement, or other agreement or arrangement designed to protect such
      the
      Company against fluctuation in interest rates, currency exchange rates or
      commodity prices; provided, however, that the term “Contingent Obligation” shall
      not include endorsements for collection or deposit in the ordinary course of
      business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Default”
      means
      any event or circumstance which, with the passage of time or the giving of
      notice or both, would become an Event of Default.

     

    “Event
      of Default”
      has the
      meaning ascribed to such term in the Notes. 

    


    “GAAP”
      shall
      mean U.S. generally accepted accounting principles as in effect from time to
      time.

    


    “Indebtedness”
      means
      (a) indebtedness for borrowed money or the deferred price of property or
      services (other than trade and other payables incurred in the ordinary course
      of
      business), such as reimbursement and other obligations for surety bonds and
      letters of credit, (b) obligations evidenced by notes, bonds, debentures or
      similar instruments, (c) capital lease obligations and (d) Contingent
      Obligations.

     

    “Lien”
      means
      any mortgage, deed of trust, pledge, lien, security interest, or other charge
      or
      encumbrance (including the lien or retained security title of a conditional
      vendor) of any nature upon or with respect to any of the property, assets or
      rights of the Company, now owned or hereafter acquired, except:

     

    (i) Liens
      for
      taxes, assessments or governmental charges or levies on property of the Company
      if the same shall not at the time be delinquent or thereafter can be paid
      without interest or penalty or which are being contested in good faith and
      by
      appropriate proceedings which serve as a matter of law to stay the enforcement
      thereof and as to which adequate reserves have been made and are
      maintained;

     

    (ii) Liens
      imposed by law, such as carriers', warehousemen's and mechanics' liens and
      other
      similar Liens arising in the ordinary course of business for sums not yet due
      or
      which are being contested in good faith and by appropriate proceedings which
      serve as a matter of law to stay the enforcement thereof and as to which
      adequate reserves have been made and are maintained; 

     

    (iii)
       pledges
      or deposits under workmen's compensation laws, unemployment insurance, social
      security, retirement benefits or similar legislation; and

     

    (iv) Liens
      created pursuant to the Loan Documents.

     

    “Loan
      Documents”
      shall
      mean this Agreement and all other agreements and documents contemplated hereby,
      including, without limitation, the Notes, the Warrants, the Security Agreement,
      and the UCC-1 Financing Statements executed and filed in connection
      therewith.

    


    “Obligations”
      means
      and includes all principal, interest, costs and expenses and other amounts
      the
      Company owes any Purchaser now or later under the Loan Documents, and including
      without limitation, interest accruing on the Notes after any bankruptcy,
      insolvency or similar proceeding or action begins.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Person”
      means
      any individual, sole proprietorship, partnership, limited liability company,
      joint venture, company, trust, unincorporated organization, association,
      corporation, institution, public benefit corporation, firm, joint stock company,
      estate, entity or government agency.

     

    Accounting
      terms not defined in this Agreement shall be construed in accordance with
      GAAP.

     

    
      	
              11.

            	
              Miscellaneous

            


    

    


    (a) Binding
      Agreement. The
      terms
      and conditions of this Agreement shall inure to the benefit of and be binding
      upon the respective successors and assigns of the parties. Nothing in this
      Agreement, expressed or implied, is intended to confer upon any third party
      any
      rights, remedies, obligations, or liabilities under or by reason of this
      Agreement, except as expressly provided in this Agreement.

    


    (b) Governing
      Law. This
      Agreement shall be governed by and construed under the laws of the State of
      Delaware as applied to agreements among Delaware residents, made and to be
      performed entirely within the State of Delaware, without giving effect to
      conflicts of laws principles.

    


    (c) Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    (d) Titles
      and Subtitles. The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

    


    (e) Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (a) upon personal delivery to the party to be notified,
      (b)
      when sent by confirmed telex, electronic mail or facsimile if sent during normal
      business hours of the recipient, if not, then on the next business day, (c)
      five
      (5) days after having been sent by registered or certified mail, return receipt
      requested, postage prepaid, or (d) one (1) day after deposit with a nationally
      recognized overnight courier, specifying next day delivery, with written
      verification of receipt. All communications shall be sent to the Company at
      Driftwood Ventures, Inc., 2121 Avenue of the Stars, Suite 2550, Los Angeles,
      CA
      90067, and to Purchasers at the address(es) set forth on the Schedule of
      Purchasers attached hereto or at such other address(es) as the Company or
      Purchaser may designate by ten (10) days advance written notice to the other
      parties hereto.

    


    (f) Modification;
      Waiver. This
      Agreement may be amended or modified, and any provision hereof may be waived,
      with the written consent of the Company and the holders of Notes representing
      at
      least seventy-five percent (75%) of the aggregate principal amount then
      outstanding under the Notes; provided, that this Agreement may not be amended
      or
      modified and no provision hereof may be waived if such amendment, modification
      or waiver would adversely and prejudicially affect the rights of any holder
      of a
      Note vis-à-vis
      all
      other holders of the Notes without the consent of such holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (g) Delays
      or Omissions. It
      is
      agreed that no delay or omission to exercise any right, power or remedy accruing
      to each Purchaser, upon any breach or default of the Company under this
      Agreement or any Note shall impair any such right, power or remedy, nor shall
      it
      be construed to be a waiver of any such breach or default, or any acquiescence
      therein, or of or in any similar breach or default thereafter occurring; nor
      shall any waiver of any single breach or default be deemed a waiver of any
      other
      breach or default theretofore or thereafter occurring. It is further agreed
      that
      any waiver, permit, consent or approval of any kind or character by Purchaser
      of
      any breach or default under this Agreement, or any waiver by any Purchaser
      of
      any provisions or conditions of this Agreement must be in writing and shall
      be
      effective only to the extent specifically set forth in writing and that all
      remedies, either under this Agreement, or by law or otherwise afforded to the
      Purchaser, shall be cumulative and not alternative.

    


    (h) Entire
      Agreement. This
      Agreement and the Exhibits and Schedules hereto constitute the full and entire
      understanding and agreement between the parties with regard to the subjects
      hereof and thereof and no party shall be liable or bound to any other party
      in
      any manner by any representations, warranties, covenants and agreements except
      as specifically set forth herein or therein.

    


    (i) Survival.
      All
      representations and warranties made by the parties hereto in this Agreement
      or
      in any other agreement, certificate or instrument provided for or contemplated
      hereby, shall survive (i) the execution and delivery hereof, (ii) any
      investigations made by or on behalf of the parties and (iii) the Closing, and
      shall remain in full force and effect thereafter.

    


    (j) Indemnification.
      The
      Company hereby agrees to indemnify, exonerate and hold harmless each Purchaser,
      its stockholders, officers, directors, employees and agents and its general
      and
      limited partners and their stockholders, officers, directors, employees and
      agents, and their respective successors, predecessors and permitted assigns
      (each a “Purchaser
      Indemnitee”) from
      and
      against any and all actions, causes of action, suits, losses, liabilities,
      damages and expenses, including, without limitation, reasonable attorneys’ fees
      and disbursements (“Damages”), incurred
      by any of the Purchaser Indemnitees as a result of or relating to (i) any
      transaction entered into by the Company with third parties which are financed
      or
      to be financed in whole or in part, directly or indirectly, with proceeds from
      the sale of any of the Notes; (ii) the performance by or enforcement against
      the
      Company of the Loan Documents or any other agreement contemplated hereby or
      thereby (including, without limitation, any failure by the Company to comply
      with any of its covenants) and (iii) the Company’s breach of any representation,
      warranty or covenant of the Company in any of the Loan Documents, or any
      agreement, instrument, certificate or document delivered by the Company pursuant
      hereto or thereto.

    


    (k) Further
      Assurances. From
      and
      after the date of this Agreement, upon the request of any Purchaser or the
      Company, the Company and the Purchasers shall execute and deliver such
      instruments, documents and other writings as may be reasonably necessary or
      desirable to confirm and carry out and to effectuate fully the intent and
      purposes of this Agreement.

    


    [Signature
      Page Follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each
      Purchaser and the Company have caused their respective signature page to this
      Note Purchase Agreement to be duly executed as of the date first written
      above.

    

      
        	
                COMPANY:
                  

              	 
	 	 
	
                DRIFTWOOD
                  VENTURES, INC. 

              	 
	 	 
	
                By:

              	/s/
                Charles Bentz	 
	
                Name:

                Title:

              	
                   Charles Bentz 

                   Chief Financial
                  Officer

              	 


      

    

     

    [Additional
      Signature Page Follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      each
      Purchaser and the Company have caused their respective signature page to this
      Note Purchase Agreement to be duly executed as of the date first written
      above.

     

    
      	
              PURCHASERS:

            	 
	 	 
	
              SANDOR
                CAPITAL MASTER FUND LP

            	 
	 	 	 
	
              By:

            	
              /s/
                John S. Lemak

            	 
	
              Name:
                John S. Lemak

            	 
	
              Title:
                Manager

            	 
	 	 
	
              TRINAD
                CAPITAL MASTER FUND, LTD.

            	 
	 	 
	
              By:

            	
              /s/
                Jay Wolf

            	 
	
              Name:
                Jay Wolf

            	 
	
              Title:
                Managing Director of Trinad Management, LLC, its Manager

            	 
	 	 
	
              BACK
                BAY LLC

            	 
	 	 
	
              By:

            	
              /s/
                Howard Smuckler

            	 
	
              Name:
                Howard Smuckler

            	 
	
              Title:
                CFO of Roxbury LLC, its Manager

            	 
	 	 
	
              /s/
                John S. Lemak

            	 
	
              John
                S. Lemak

            	 
	 	 


    

    [Additional
      Signature Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Counterpart
      Signature Page 

    to

    Note
      Purchase Agreement

    


    By
      execution and delivery of this Counterpart Signature Page, the undersigned
      does
      hereby become a party to that certain Note Purchase Agreement by and among
      Driftwood Ventures, Inc., a Delaware corporation (the “Company”), and the
      Purchasers (as defined therein) dated as of September 26, 2008 (the “Note
      Purchase Agreement”), as a Purchaser, and is entitled to all of the benefits
      under and is subject to all of the obligations, restrictions and limitations
      set
      forth in the Note Purchase Agreement that are applicable to the Purchasers.
      This
      Counterpart Signature Page shall take effect and shall become a part of said
      Note Purchase Agreement immediately upon execution. 

     

    
      
        	
                PURCHASER:
                  

              	 
	 	 	 
	
                By:

              	 	 
	
                Name:

                Title:

              	
                 

              	 


      

       

      [Additional
        Signature Page Follows]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULES
      AND EXHIBITS

    


    Schedule
      of Purchasers

    


    
      	
              Exhibit
                A:

            	
              Form
                of Senior Secured Convertible Promissory Note

            
	 	 
	
              Exhibit
                B:

            	
              Form
                of Warrant

            
	 	 
	
              Exhibit
                C:

            	
              Form
                of Security Agreement

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF PURCHASERS

    


    
      	
              Name
                and Address

            	 	
              Total
                Loan Amount

            	 	
              Warrants

            	 
	
              Sandor
                Capital Master Fund LP

              c/o
                John S. Lemak

              2828
                Routh St.

              Suite
                500

              Dallas,
                TX 75201

            	 	
              $

            	
              300,000

            	 	 	
              272,727

            	 
	
              Trinad
                Capital Master Fund, Ltd.

              2121
                Avenue of the Stars

              Suite
                1650

              Los
                Angeles, CA 90067

            	 	
              $

            	
              500,000

            	 	 	
              454,545

            	 
	
              Back
                Bay LLC

              c/o
                Roxbury LLC

              6355
                Topanga Canyon Boulevard

              Suite
                335 

              Woodland
                Hills, CA 61367

            	 	
              $

            	
              500,000

            	 	 	
              454,545

            	 
	
              John
                S. Lemak

              2828
                Routh St.

              Suite
                500

              Dallas,
                TX 75201

            	 	
              $

            	
              100,000

            	 	 	
              90,909

            	 
	
               

              TOTAL

            	 	
              
              

              $

            	
              
              

              ________

            	 	 	
              
              

              __________