UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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INDIEPUB ENTERTAINMENT, INC.
(f/k/a ZOO ENTERTAINMENT, INC.)
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
(CUSIP Number)
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David E. Smith
c/o Coast Asset Management, LLC
2450 Colorado Avenue, Suite 100, East
Tower
Santa Monica, California 90404
(310) 576-3502
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box.
¨
Note.
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information
required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 2 OF 13 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David E.
Smith
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
PF
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None (See Item 5)
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8
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SHARED VOTING POWER
28,895,828 shares (See Item 5)
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9
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SOLE DISPOSITIVE POWER
None (See Item 5)
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10
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SHARED DISPOSITIVE POWER
28,895,828 shares (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,895,828 shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
78.2% (See Item 5)
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14
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TYPE OF REPORTING
PERSON
*
IN Individual
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 3 OF 13 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Coast Offshore
Management (Cayman), Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
WC
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None (See Item 5)
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8
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SHARED VOTING POWER
2,199,418 shares (See Item 5)
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9
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SOLE DISPOSITIVE POWER
None (See Item 5)
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10
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SHARED DISPOSITIVE POWER
2,199,418 shares (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,418 shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.5% (See Item 5)
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14
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TYPE OF REPORTING
PERSON
*
CO Corporation
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 4 OF 13 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Coast Fund
L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
WC
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None (See Item 5)
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8
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SHARED VOTING POWER
2,199,418 shares (See Item 5)
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9
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SOLE DISPOSITIVE POWER
None (See Item 5)
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10
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SHARED DISPOSITIVE POWER
2,199,418 shares (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,418 shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.5% (See Item 5)
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14
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TYPE OF REPORTING
PERSON
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PN Limited Partnership
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 5 OF 13 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shamus,
LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
WC
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None (See Item 5)
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8
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SHARED VOTING POWER
2,199,418 shares (See Item 5)
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9
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SOLE DISPOSITIVE POWER
None (See Item 5)
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10
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SHARED DISPOSITIVE POWER
2,199,418 shares (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,418 shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.5% (See Item 5)
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14
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TYPE OF REPORTING
PERSON
*
OO Limited Liability Company
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 6 OF 13 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MMB Holdings
LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
WC
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None (See Item 5)
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8
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SHARED VOTING POWER
26,691,749 shares (See Item 5)
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9
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SOLE DISPOSITIVE POWER
None (See Item 5)
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10
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SHARED DISPOSITIVE POWER
26,691,749 shares (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,691,749 shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
73.0% (See Item 5)
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14
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TYPE OF REPORTING
PERSON
*
OO Limited Liability Company
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 7 OF 13 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mojobear Capital
LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
WC
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None (See Item 5)
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8
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SHARED VOTING POWER
26,691,749 shares (See Item 5)
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9
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SOLE DISPOSITIVE POWER
None (See Item 5)
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10
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SHARED DISPOSITIVE POWER
26,691,749 shares (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,691,749 shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
73.0% (See Item 5)
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14
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TYPE OF REPORTING
PERSON
*
OO Limited Liability Company
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 8 OF 13 PAGES
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This Amendment No. 11 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the
SEC
) on February 2, 2010, as amended by (i) Amendment No. 1 thereto, filed with the SEC on March 8, 2010, (ii) Amendment No. 2 thereto, filed with the SEC on June 10, 2010, (iii) Amendment
No. 3 thereto, filed with the SEC on July 26, 2011, (iv) Amendment No. 4 thereto, filed with the SEC on January 25, 2012, (v) Amendment No. 5 thereto, filed with the SEC on February 3, 2012,
(vi) Amendment No. 6 thereto, filed with the SEC on March 7, 2012, (vii) Amendment No. 7 thereto, filed with the SEC on March 15, 2012, (viii) Amendment No. 8 thereto, filed with the SEC on March 28,
2012, (ix) Amendment No. 9 thereto, filed with the SEC on May 11, 2012, and (x) Amendment No. 10 thereto, filed with the SEC on June 15, 2012 (together, this
Schedule 13D
), by certain of the Reporting
Persons, with respect to the common stock, par value $0.001 per share (
Common Stock
), of indiePub Entertainment, Inc., a Delaware corporation formerly known as Zoo Entertainment, Inc. (
Zoo Entertainment
). The
filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 11) shall not be construed to be an admission by any person that a material change has occurred in the facts set forth in this Schedule 13D or that such
amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 of this Schedule 13D is hereby amended to include the following information:
As previously disclosed in this Schedule 13D, on March 9, 2012, Zoo Entertainment, Zoo Games, Inc., a Delaware corporation, Zoo Publishing, Inc., a New Jersey corporation, and indiePub, Inc., a
Delaware corporation, as borrowers (collectively, the
Borrowers
), entered into a Loan and Security Agreement (as may be amended, modified, supplemented or restated from time to time, the
Loan Agreement
) with MMB
Holdings LLC, a Delaware limited liability company (
MMB
), as lender. Under the Loan Agreement, MMB may, at any time and from time to time, elect to convert all or any portion of the amounts owed under the Loan Agreement (including
outstanding principal, accrued and unpaid interest, and unreimbursed costs owed by the Borrowers to MMB) into shares of Common Stock at the conversion price of $0.40 per share, subject to adjustment for stock dividends and other similar
transactions.
On July 30, 2012, MMB and the Borrowers entered into a First Amendment to the Loan Agreement (the
First Amendment
) to permit the Borrowers to borrow up to an aggregate additional principal amount of $1,600,000 under the Loan Agreement. Concurrently with the execution and delivery of the First Amendment, MMB made a loan under
the Loan Agreement to the Borrowers in the principal amount of $200,000. In addition, MMB elected for all accrued and unpaid interest under the Loan Agreement through June 30, 2012 to be capitalized into principal under the Loan Agreement.
After giving effect to such loan and all prior loans and to such capitalization of interest, the current outstanding principal balance under the Loan Agreement is approximately $4,695,590. If the entirety of such outstanding principal balance were
converted into shares of Common Stock pursuant to the Loan Agreement, MMB would receive, in the aggregate, 11,738,974 shares of Common Stock, subject to adjustment for stock dividends and other similar transactions. The actual number of shares (if
any) that MMB may receive in connection with any exercise of its conversion rights under the Loan Agreement may be higher or lower depending upon, among other factors, (x) whether MMB elects to convert less than the full amount that MMB is
entitled to convert under the Loan Agreement, and (y) whether any additional accrued or unpaid interest or unreimbursed costs owed by the Borrowers to MMB is capitalized from time to time into the loan balance instead of paid to MMB in cash.
In connection with the First Amendment, Zoo Entertainment also executed and delivered to MMB, on July 30, 2012, a warrant
exercisable for 4,000,000 shares of Common Stock, at the exercise price of $0.40 per share, subject to adjustment for stock dividends and other similar transactions (the
Second Warrant
).
The foregoing description of the Loan Agreement, the First Amendment and the Second Warrant is a summary only and is qualified in its
entirety by reference to the full text of the Loan Agreement, the First Amendment and the Second Warrant, which are filed, respectively, as Exhibits I, VI and VII to this Schedule 13D and is hereby incorporated herein by reference.
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 9 OF 13 PAGES
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ITEM 4.
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PURPOSE OF TRANSACTION.
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Item 4
of this Schedule 13D is hereby amended to add the following information:
The information set forth in Item 3 above is
incorporated by reference into this Item 4.
The purpose of the First Amendment and the Second Warrant is to assist the
Borrowers with their liquidity needs, including to provide working capital to the Borrowers.
MMB may at any time and from time
to time, for any reason or no reason at all, exercise (i) its rights under the Loan Agreement to convert all or any portion of the amounts owed under the Loan Agreement (including outstanding principal, accrued and unpaid interest, and
unreimbursed costs owed by the Borrower to MMB) into shares of Common Stock pursuant to the Loan Agreement, (ii) that certain warrant, dated as of March 9, 2012, executed and delivered by Zoo Entertainment in favor of MMB (the
First Warrant
) in whole or in part, or (iii) the Second Warrant in whole or in part. Factors that MMB might consider when determining whether to exercise any such rights, the First Warrant or the Second Warrant include the
financial condition of the Borrowers, the future prospects of the Borrowers, the availability of additional financing by the Borrowers from other sources, the possibility of an extraordinary transaction involving any of the Borrowers, and any need
or desire on the part of MMB to redeem, in whole or in part, the interests in MMB of one or more owners of MMB.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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Item 5(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:
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(a)-(b)
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MMB beneficially owns, in the aggregate, 26,691,749, shares of Common Stock (the
MMB Shares
), representing approximately
73.0% of the outstanding Common Stock.
(
1
)
The MMB Shares are comprised of (i) 11,738,974 shares of Common Stock receivable by MMB upon conversion pursuant
to the Loan Agreement of the current outstanding principal balance owed by the Borrowers under the Loan Agreement, (ii) 10,952,775 shares of Common Stock receivable by MMB upon exercise in full of the First Warrant, and (iii) 4,000,000
shares of Common Stock receivable by MMB upon exercise in full of the Second Warrant.
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As the managing member
of MMB, Mojobear Capital LLC, a Delaware limited liability company (
Mojobear
), may be deemed to beneficially own the MMB Shares. Except to the extent it is deemed to beneficially own the MMB Shares, Mojobear does not beneficially
own any Common Stock.
Shamus, LLC, a Delaware limited liability company (
Shamus
), beneficially owns, in the
aggregate, 2,199,418 shares of Common Stock (the
Shamus Shares
), representing approximately 21.5% of the outstanding Common Stock. As the sole member of Shamus, The Coast Fund L.P., a Cayman Islands limited partnership (the
Coast Fund
), may be deemed to beneficially own the Shamus Shares. Similarly, as the managing general partner of the Coast Fund, Coast Offshore Management (Cayman), Ltd., a Cayman Islands company (
Coast Offshore
Management
), may
(
1
)
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All calculations of percentage ownership in this Schedule 13D are based on approximately (i) 9,879,754 shares of Common Stock outstanding as of
May 11, 2012, as reported in the Quarterly Report on Form 10-Q filed by Zoo Entertainment with the SEC on May 21, 2012, plus (ii) in the case the ownership being reported includes options or warrants that are exercisable within 60
days, the shares issuable upon exercise of such options or warrants, plus (iii) in the case of the loans under the Loan Agreement, the shares issuable upon conversion of the outstanding principal amount of such loans pursuant to the Loan
Agreement.
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 10 OF 13 PAGES
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be deemed to beneficially own all shares of Common Stock that the Coast Fund may be deemed to beneficially own (including the Shamus Shares). Except to the extent it is deemed to beneficially own
the Shamus Shares, neither the Coast Fund nor Coast Offshore Management beneficially owns any Common Stock.
As the managing
member of Mojobear, Mr. Smith may be deemed to beneficially own all shares of Common Stock that Mojobear may be deemed to beneficially own (including the MMB Shares). In addition, as the president of Coast Offshore Management, Mr. Smith
may be deemed to beneficially own all shares of Common Stock that Coast Offshore Management may be deemed to beneficially own (including the Shamus Shares). In addition, as the president of Coast Asset Management, LLC, a Delaware limited liability
company (
CAM
), Mr. Smith may be deemed to beneficially own 4,661 shares of Common Stock held by CAM (the
CAM Shares
). Accordingly, Mr. Smith may be deemed to beneficially own, in the aggregate,
28,895,828 shares of Common Stock, representing approximately 78.2% of the outstanding Common Stock.
MMB may be deemed to
share the power to vote and dispose of the MMB Shares with Mojobear and Mr. Smith. Shamus may be deemed to share the power to vote and dispose of the Shamus Shares with the Coast Fund, Coast Offshore Management and Mr. Smith.
Mr. Smith may be deemed to share the power to vote and dispose of the CAM Shares with CAM.
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(c)
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The information set forth in Item 3 above is incorporated by reference into this Item 5(c).
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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Item 6 of this Schedule 13D is hereby amended to include the following information:
The information set forth in Item 3 above is incorporated by reference into this Item 6.
ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Item 7 of this Schedule 13D is hereby amended to include the following information:
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Exhibit No.
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Description of Exhibit
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VI
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First Amendment to Loan and Security Agreement, dated as of July 30, 2012, by and among indiePub Entertainment, Inc. (f/k/a Zoo Entertainment, Inc.), Zoo Games, Inc., Zoo
Publishing, Inc., and indiePub Inc., as borrowers, and MMB Holdings LLC, as lender (filed herewith).
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VII
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Warrant, dated as of July 30, 2012, by indiePub Entertainment, Inc. (f/k/a Zoo Entertainment, Inc.) in favor of MMB Holdings LLC (filed herewith).
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 11 OF 13 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: August 1, 2012
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DAVID E. SMITH
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/s/ David E. Smith
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COAST OFFSHORE MANAGEMENT (CAYMAN), LTD.
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By:
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/s/ David E. Smith
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Name:
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David E. Smith
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Title:
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President
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THE COAST FUND L.P.
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By:
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COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner
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By:
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/s/ David E. Smith
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Name:
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David E. Smith
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Title:
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President
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SHAMUS, LLC
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By:
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THE COAST FUND L.P., its sole member
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By:
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COAST OFFSHORE MANAGEMENT (CAYMAN), LTD., its managing general partner
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By:
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/s/ David E. Smith
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Name:
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David E. Smith
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Title:
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President
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 12 OF 13 PAGES
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MMB HOLDINGS LLC
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By:
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MOJOBEAR CAPITAL LLC, its managing member
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By:
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/s/ David E. Smith
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Name:
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David E. Smith
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Title:
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Sole Member
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MOJOBEAR CAPITAL LLC
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By:
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/s/ David E. Smith
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Name:
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David E. Smith
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Title:
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Sole Member
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CUSIP No. 98978F108
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SCHEDULE 13D/A
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PAGE 13 OF 13 PAGES
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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I
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Loan and Security Agreement, dated as of March 9, 2012, by and among Zoo Entertainment, Inc., Zoo Games, Inc., Zoo Publishing, Inc., and indiePub Inc., as borrowers, and MMB
Holdings LLC, as lender (filed as an exhibit to Amendment No. 7 to Schedule 13D, which in turn was filed with the SEC on March 15, 2012).
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II
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Warrant, dated as of March 9, 2012, by Zoo Entertainment, Inc., in favor of MMB Holdings LLC (filed as an exhibit to Amendment No. 7 to Schedule 13D, which in turn was filed
with the SEC on March 15, 2012).
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III
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Joint Filing Agreement, dated as of March 9, 2012, by and among David E. Smith, Coast Offshore Management (Cayman), Ltd., The Coast Fund L.P., Coast Medina, LLC, MMB Holdings
LLC, and Mojobear Capital LLC (filed as an exhibit to Amendment No. 7 to Schedule 13D, which in turn was filed with the SEC on March 15, 2012).
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IV
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Redemption Agreement, dated as of May 8, 2012, by and among the members of MMB Holdings LLC (filed as an exhibit to Amendment No. 9 to Schedule 13D, which in turn was filed
with the SEC on May 11, 2012).
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V
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Joint Filing Agreement, dated as of May 8, 2012, by and among David E. Smith, Coast Offshore Management (Cayman), Ltd., The Coast Fund L.P., Coast Medina, LLC, Shamus, LLC, MMB
Holdings LLC, and Mojobear Capital LLC (filed as an exhibit to Amendment No. 9 to Schedule 13D, which in turn was filed with the SEC on May 11, 2012).
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VI
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First Amendment to Loan and Security Agreement, dated as of July 30, 2012, by and among indiePub Entertainment, Inc. (f/k/a Zoo Entertainment, Inc.), Zoo Games, Inc., Zoo
Publishing, Inc., and indiePub Inc., as borrowers, and MMB Holdings LLC, as lender (filed herewith).
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VII
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Warrant, dated as of July 30, 2012, by indiePub Entertainment, Inc. (f/k/a Zoo Entertainment, Inc.) in favor of MMB Holdings LLC (filed herewith).
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