AMENDMENT
TO
AGREEMENT AND PLAN OF
MERGER
This Amendment, dated as of September 12, 2008,
is among Driftwood Ventures, Inc., a Delaware corporation
(“Parent”), DFTW Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent (“Merger
Sub”), Zoo Games, Inc. (f/k/a Green Screen Interactive
Software, Inc.), a Delaware corporation (the
“Company”), and Mark Seremet as representative of the
stockholders of the Company.
1.
Reference to Merger Agreement;
Definitions . Reference
is made to the Agreement and Plan of Merger dated as of July 7,
2008, by and among Parent, Merger Sub, the Company and the Mark
Seremet as successor representative of the stockholders of the
Company (the “Merger Agreement”). Capitalized terms
used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Merger Agreement.
2.
Amendment to Section 1.7(a) of
Merger Agreement .
Section 1.7(a) of the Merger Agreement is hereby amended by
deleting the number “7.063643” in the last line of such
section and replacing it with the number “7.023274”,
such that Section 1.7(a) reads as follows:
“(a) Each
share of the Company’s common stock, par value $0.001 per
share (“ Company Common Stock ”), issued and
outstanding immediately prior to the Effective Time (other than any
shares of Company Common Stock to be canceled and retired pursuant
to Section 1.10 and any Dissenting Shares (as defined in
Section 1.15)) shall be converted automatically into the right
to receive that number (expressed as a decimal) of fully paid and
non-assessable shares of common stock of Parent, par value $0.001
per share (the “ Parent Common Stock ”), equal
to the Exchange Ratio. For purposes of this Agreement, the “
Exchange Ratio ” shall initially be 7.023274, subject
to adjustment as set forth in Section 1.14.”
3.
Amendment to Section 1.7(c) of
Merger Agreement .
Section 1.7(c) of the Merger Agreement is hereby amended by
deleting the number “2,609,830” of the second line of
such section and replacing it with the number
“2,609,861”, such that Section 1.7(c) reads as
follows:
“(c) Escrow . At Closing, Parent, on behalf of the Company
Stockholders, shall deposit, 2,609,861 shares out of the Closing
Shares in escrow (the “ Escrow Amount ”), to be
held by the escrow agent pursuant to the terms and conditions of
the Escrow Agreement (as hereafter defined).
Each Company Stockholder shall be deemed to
have contributed his, her or its Pro Rata Portion of the Escrow
Amount to provide a source of funding to the Compensated Person for
any Losses for which they are entitled to be indemnified pursuant
to Article VII. “ Pro Rata Portion ” of the
Escrow Amount shall mean, with respect to each Company Stockholder,
that portion of the Escrow Amount equal to a fraction, the
numerator of which is the number of Closing Shares to be received
by such Company Stockholder pursuant to Section 1.7(b) and the
denominator of which is the total number of Closing Shares to be
received by all Company Stockholders pursuant to Section
1.7(b).”
4.
Amendment to Section
1.12 . Section 1.12 of
the Merger Agreement is hereby deleted in its entirety and replaced
with the following:
“1.12 Company Stock Options and Warrants.
At the Effective Time:
334,983 options
to purchase shares of Company Common Stock (“ Company
Options ”) outstanding under the Company’s 2008
Equity Incentive Plan (the “ Company Incentive Plan
”), by virtue of the Merger and without any action on the
part of the holders thereof, shall be assumed by Parent in
accordance with Section 5.4, and converted into options of
Parent as follows: 243,040 options at an exercise price of $2.58
per share, 421,396 options at an exercise price of $2.25 per share
and 1,688,240 options
