AMENDMENT NO.2 TO LICENSE
AGREEMENT
This Amendment
No. 2 to License Agreement and Amendment No.1 to License Agreement
is dated as of May 20, 2009 (the “ Effective Date
”) and made among:
(1)New World
IP, LLC a limited
liability company organized under the laws of the State of Delaware
and a direct subsidiary of Full Circle Partners, LP, whose
principal offices are located at 800 Westchester Avenue, Suite
S-620, Rye Brook, NY 10573 (“ Licensor
”);
and
(2) Zoo
Publishing, Inc., a
corporation organized under the laws of the State of New Jersey,
whose principal offices are located at 3805 Edwards Road, Suite
605, Cincinnati, Ohio 45209 (“ Publisher
”).
and
Zoo
Entertainment Inc ., a corporation organized under the laws of
the State of Delaware, whose principal offices are
located at 2121 Avenue of the Stars, Suite 2250 Los
Angeles, CA 90067 (“ Parent
”).
WHEREAS:
(a) Licensor,
Publisher and Parent entered into a License Agreement dated as of
May 1, 2009 (the “ Agreement ”) and;
(b) Licensor,
Publisher and Parent amended the Agreement as documented in
Amendment No.1 to License Agreement dated as of May 8, 2009 (the
“First Amendment”) and;
(c) Licensor,
Publisher and Parent desire to amend the Agreement, as amended, as
set forth herein.
(d) Terms used
but not defined herein shall have the meanings given them in the
Agreement.
NOW, THEREFORE,
in consideration of covenants and agreements herein contained, the
parties hereto hereby agree as follows:
1.
The Agreement is h
