Unassociated Document


    Amendment
No. 2 to Letter Agreement

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    [Signature
page follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

     

    
      
        	
                COMPANY:

              
	 
      	 
      
	
                ZOO
      ENTERTAINMENT, INC.

              
	 
      	 
      
	 
      	 
      
	
                By:

              	
                /s/ David Fremed

              
	
                Name:

              	
                David Fremed

              
	
                Title:

              	
                Chief Financial Officer

              
	 
      	 
      
	
                By:

              	
                /s/ Mark Seremet

              
	
                Name:

              	
                Mark
Seremet